CSS CSS Industries Inc

Exhibit No.

Description

(a)(1)(A)

Offer to Purchase, dated January 31, 2020 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO).

(a)(1)(B)

Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9) (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO).

(a)(1)(C)

Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(C) to the Schedule TO).

(a)(1)(D)

Form of Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(D) to the Schedule TO).

(a)(1)(E)

Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(E) to the Schedule TO).

(a)(1)(F)

Summary Advertisement as published in the Wall Street Journal on January 31, 2020 (incorporated by reference to Exhibit (a)(1)(F) to the Schedule TO).

(a)(5)(A)

Opinion of Guggenheim Securities, LLC, dated January 17, 2020 (included as Annex A to this Schedule 14D-9).

(a)(5)(B)

Press Release issued by CSS Industries, Inc., dated January 20, 2020 (incorporated by reference to Exhibit 99.1 to CSS Industries, Inc.’s Current Report on Form 8-K filed with the SEC on January 21, 2020).

(a)(5)(C)

Transcript of Video Presentation to CSS Industries, Inc. Employees, made on January 20, 2020 (incorporated by reference to Exhibit 99.1 to CSS Industries, Inc.’s Schedule 14D-9-C filed with the SEC on January 21, 2020).

Exhibit No.

Description

(a)(5)(D)

Slides used during Video Presentation to the Company’s Employees, made on January 20, 2020 (incorporated by reference to Exhibit 99.2 to CSS Industries, Inc.’s Schedule 14D-9-C filed with the SEC on January 21, 2020).

(a)(5)(E)

Company Employee FAQ, dated January 20, 2020 (incorporated by reference to Exhibit 99.3 to CSS Industries, Inc.’s Schedule 14D-9-C filed with the SEC on January 21, 2020).

(a)(5)(F)

Form of Letter sent to the Company’s Customers and Licensors on January 20, 2020 (incorporated by reference to Exhibit 99.4 to CSS Industries, Inc.’s Schedule 14D-9-C filed with the SEC on January 21, 2020).

(a)(5)(G)

Form of Letter sent to the Company’s Vendors on January 20, 2020 (incorporated by reference to Exhibit 99.5 to CSS Industries, Inc.’s Schedule 14D-9-C filed with the SEC on January 21, 2020).

(a)(5)(H)

Company Customer, Vendor and Licensor FAQ, dated January 20, 2020 (incorporated by reference to Exhibit 99.6 to CSS Industries, Inc.’s Schedule 14D-9-C filed with the SEC on January 21, 2020).

(a)(5)(I)

Email sent to the Company’s Employees on January 23, 2020 (incorporated by reference to Exhibit 99.1 to CSS Industries, Inc.’s Schedule 14D-9-C filed with the SEC on January 23, 2020).

(a)(5)(J)

Text of Complaint, dated February 3, 2020 (Shiva Stein vs. CSS Industries, Inc. et. al.).

(a)(5)(K)

Text of Complaint, dated February 7, 2020 (Adrienne Halberstam vs. CSS Industries, Inc. et. al.).

(a)(5)(L)

Text of Complaint, dated February 10, 2020 (Joseph Post vs. CSS Industries, Inc. et. al.).

(a)(5)(M)*

Transcript of Video Presentation to CSS Industries, Inc. Employees, made on February 19, 2020.

(a)(5)(N)*

Slides used during Video Presentation to CSS Industries, Inc. Employees, made on February 19, 2020.

(b)(1)+

Placing Agreement, dated as of January 20, 2020, by and between IG Design Group Plc and Canaccord Genuity Limited (incorporated by reference to Exhibit (a)(5)(B) to the Schedule TO).

(e)(1)

Agreement and Plan of Merger, dated as of January 20, 2020, by and among CSS Industries, Inc., IG Design Group Americas, Inc., TOM MERGER SUB INC. and IG Design Group Plc (incorporated by reference to Exhibit 2.1 to CSS Industries, Inc.’s Current Report on Form 8-K filed with the SEC on January 21, 2020).

(e)(2)

Confidentiality Agreement, dated December 7, 2018, between IG Design Group Plc and CSS Industries, Inc. (incorporated by reference to Exhibit (d)(2) to the Schedule TO).

(e)(3)

Amendment No. 1 to Confidentiality Agreement, dated October 31, 2019, between IG Design Group Plc and CSS Industries, Inc. (incorporated by reference to Exhibit (d)(3) to the Schedule TO).

(e)(4)

Rights Agreement, dated as of November 11, 2019, between CSS Industries, Inc. and American Stock Transfer & Trust, LLC, as rights agent (including the form of Certificate of Designation of Series D Junior Participating Class 2 Preferred Stock, as Exhibit A thereto, the form of Rights Certificate, as Exhibit B thereto, and the form of Summary of Rights to Purchase Preferred Stock, as Exhibit C thereto) (incorporated by reference to Exhibit 4.1 to CSS Industries, Inc.’s Current Report on Form 8-K filed with the SEC on November 12, 2019).

(e)(5)

Amendment No. 1 to the Rights Agreement, dated as of January 20, 2020, between CSS Industries, Inc. and American Stock Transfer & Trust, LLC, as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2020).

(e)(6)

Employment Agreement dated as of May 12, 2006 between CSS Industries, Inc. and Christopher J. Munyan (incorporated by reference to Exhibit 10.2 to CSS Industries, Inc.’s Quarterly Report on Form 10-Q dated August 9, 2006).

Exhibit No.

Description

(e)(7)

Amendment to Employment Agreement dated as of September 5, 2008 between CSS Industries, Inc. and Christopher J. Munyan (incorporated by reference to Exhibit 10.6 to CSS Industries, Inc.’s Quarterly Report on Form 10-Q dated October 30, 2008).

(e)(8)

Amendment dated December 26, 2008 to Employment Agreement between CSS Industries, Inc. and Christopher J. Munyan (incorporated by reference to Exhibit 10.3 to CSS Industries, Inc.’s Quarterly Report on Form 10-Q dated February 5, 2009).

(e)(9)

Amendment dated March 19, 2013 to Employment Agreement between CSS Industries, Inc. and Christopher J. Munyan (incorporated by reference to Exhibit 10.1 to CSS Industries, Inc.’s Current Report on Form 8-K filed on March 25, 2013).

(e)(10)

Nonqualified Supplemental Executive Retirement Plan Covering Officer-Employees of CSS Industries, Inc. and its Subsidiaries (Amended and Restated, Effective as of January 1, 2009) (incorporated by reference to Exhibit 10.5 to CSS Industries, Inc.’s Quarterly Report on Form 10-Q dated February 5, 2009).

(e)(11)

Amendment 2017-1 to the Nonqualified Supplemental Executive Retirement Plan Covering Officer-Employees of CSS Industries, Inc. and its Affiliates (incorporated by reference to Exhibit 99.3 to CSS Industries, Inc.’s Current Report on Form 8-K dated August 4, 2017).

(e)(12)

CSS Industries, Inc. Deferred Compensation Plan (as amended and restated effective as of August 1, 2017) (incorporated by reference to Exhibit 99.2 to CSS Industries, Inc.’s Current Report on Form 8-K dated on August 4, 2017).

(e)(13)

CSS Industries, Inc. Management Incentive Program (as amended and restated effective as of April 1, 2017) (incorporated by reference to Exhibit 99.1 to CSS Industries, Inc.’s Current Report on Form 8-K dated August 4, 2017).

(e)(14)

CSS Industries, Inc. Severance Pay Plan for Senior Management and Summary Plan Description (as amended through March 23, 2016) (incorporated by reference to Exhibit 10.23 to CSS Industries, Inc.’s Annual Report on Form 10-K for the fiscal year ended March 31, 2016).

(e)(15)

CSS Industries, Inc. 2013 Equity Compensation Plan, as amended and restated effective May 22, 2018 (incorporated by reference to Exhibit 99.2 to CSS Industries, Inc.’s Current Report on Form 8-K filed on May 29, 2018).

(e)(16)

Form of Grant Instrument for Performance-Based Restricted Stock Units issued under the 2013 Equity Compensation Plan (incorporated by reference to Exhibit 10.2 to CSS Industries, Inc.’s Current Report on Form 8-K filed on May 23, 2014).

(e)(17)

Form of Grant Instrument for Service-Based Non-Qualified Stock Options issued under the 2013 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to CSS Industries, Inc.’s Quarterly Report on Form 10-Q filed on August 1, 2017).

(e)(18)

Form of Grant Instrument for Service-Based Restricted Stock Units issued under the 2013 Equity Compensation Plan prior to May 29, 2018 (incorporated by reference to Exhibit 10.2 to CSS Industries, Inc.’s Quarterly Report on Form 10-Q filed on August 1, 2017).

(e)(19)

Form of Grant Instrument for Restricted Stock Units granted to Non-Employee Directors under the Company’s 2013 Equity Compensation Plan (incorporated by reference to Exhibit 10.4 to CSS Industries, Inc.’s Quarterly Report on Form 10-Q filed on October 25, 2016).

(e)(20)

Employment Agreement dated February 16, 2017 between CSS Industries, Inc. and John S. White (incorporated by reference to Exhibit 10.1 to CSS Industries, Inc.’s Current Report on Form 8-K filed on February 23, 2017).

Exhibit No.

Description

(e)(21)

CSS Industries, Inc. Change of Control Severance Pay Plan for Executive Management (as amended through May 22, 2018) (incorporated by reference to Exhibit 99.1 to CSS Industries, Inc.’s Current Report on Form 8-K filed on May 29, 2018).

(e)(22)

Form of Grant Instrument for service-based restricted stock units granted on and after May 29, 2018 (incorporated by reference to Exhibit 99.1 to CSS Industries, Inc.’s Current Report on Form 8-K filed on June 4, 2018).

(e)(23)

Form of Grant Instrument for performance-based restricted stock units with cumulative adjusted EBITDA performance condition granted May 29, 2018 (incorporated by reference to Exhibit 99.2 to CSS Industries, Inc.’s Current Report on Form 8-K filed on June 4, 2018).

(e)(24)

Form of Grant Instrument for performance-based restricted stock units with cumulative net sales performance condition granted May 29, 2018 (incorporated by reference to Exhibit 99.3 to CSS Industries, Inc.’s Current Report on Form 8-K filed on June 4, 2018).

(e)(25)

CSS Industries, Inc. FY 2020 Management Incentive Program Criteria (incorporated by reference to Exhibit 10.3 to CSS Industries, Inc.’s Quarterly Report on Form 10-Q filed on August 2, 2019).

(e)(26)

Employment Agreement dated March 31, 2019 between CSS Industries, Inc. and Cara Farley (incorporated by reference to Exhibit 99.1 to CSS Industries, Inc.’s Current Report on Form 8-K filed on April 1, 2019).

(e)(27)

Form of Grant Instrument for performance-based restricted stock units with adjusted EBITDA performance condition granted May 28, 2019 (incorporated by reference to Exhibit 10.4 to CSS Industries, Inc.’s Quarterly Report on Form 10-Q filed on August 2, 2019).

(e)(28)

Form of Grant Instrument for performance-based restricted stock units with net sales performance condition granted May 28, 2019 (incorporated by reference to Exhibit 10.5 to CSS Industries, Inc.’s Quarterly Report on Form 10-Q filed on August 2, 2019).

(e)(29)

Restated Certificate of Incorporation filed December 5, 1990 (incorporated by reference to Exhibit 3.1 to CSS Industries, Inc.’s Annual Report on Form 10-K for the fiscal year ended March 31, 2006).

(e)(30)

Amendment to Restated Certificate of Incorporation filed May 8, 1992 (incorporated by reference to Exhibit 3.2 to CSS Industries, Inc.’s Annual Report on Form 10-K for the fiscal year ended March 31, 2006).

(e)(31)

Certificate eliminating Class 2, Series A, $1.35 Preferred stock filed September 27, 1991 (incorporated by reference to Exhibit 3.3 to CSS Industries, Inc.’s Annual Report on Form 10-K for the fiscal year ended March 31, 2006).

(e)(32)

Certificate eliminating Class 1, Series B, Convertible Preferred Stock filed January 28, 1993 (incorporated by reference to Exhibit 3.4 to CSS Industries, Inc.’s Annual Report on Form 10-K for the fiscal year ended March 31, 2006).

(e)(33)

Amendment to Restated Certificate of Incorporation filed August 4, 2004 (incorporated by reference to Exhibit 3.1 to CSS Industries, Inc.’s Quarterly Report on Form 10-Q dated November 8, 2004).

(e)(34)

Restated Certificate of Incorporation, as amended to date (as last amended August 4, 2004) (incorporated by reference to Exhibit 3.2 to CSS Industries, Inc.’s Quarterly Report on Form 10-Q dated November 8, 2004).

(e)(35)

Bylaws of CSS Industries, Inc., as amended to date (as last amended March 21, 2017) (incorporated by reference to Exhibit 3.7 to CSS Industries, Inc.’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017).

Exhibit No.

Description

(e)(36)

Certificate of Designation of Series D Junior Participating Class 2 Preferred Stock of CSS Industries, Inc. (incorporated by reference to Exhibit 3.1 to CSS Industries, Inc.’s Current Report on Form 8-K filed with the SEC on November 11, 2019).