-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LViQGJFGwUoVuW76rWqQctYZFkwwkD7SUNS3/4SniDLrBSBtuljPJEFWRMMuR5fm BlaFqM6Qzya5iURiWMWqEw== 0000950116-03-003186.txt : 20030711 0000950116-03-003186.hdr.sgml : 20030711 20030711141546 ACCESSION NUMBER: 0000950116-03-003186 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030711 GROUP MEMBERS: DELV LP GROUP MEMBERS: TRUST FBO ELLEN B KURTZMAN 02 FARBER CHILD TRUSTS DEC 12 02 GROUP MEMBERS: TRUST FBO FARBER DAVID 2002 FARBER CHILD TRUSTS DEC 12 2002 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CSS INDUSTRIES INC CENTRAL INDEX KEY: 0000020629 STANDARD INDUSTRIAL CLASSIFICATION: GREETING CARDS [2771] IRS NUMBER: 131920657 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-07079 FILM NUMBER: 03783460 BUSINESS ADDRESS: STREET 1: 1845 WALNUT ST CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2155699900 FORMER COMPANY: FORMER CONFORMED NAME: CITY STORES CO DATE OF NAME CHANGE: 19851212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KURTZMAN ELLEN B CENTRAL INDEX KEY: 0001253209 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O CSS INDUSTRIES INC STREET 2: 1845 WALNUT STREET SUITE 800 CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 215 569 9900 SC 13D 1 sc13d.txt SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CSS INDUSTRIES, INC. -------------------- (Name of Issuer) Common Stock, $.10 par value ------------------------------ (Title of Class of Securities) 178666 10 3 -------------- (CUSIP Number) Alan Singer, Esq. Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 (215) 963-5224 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 8, 2003 ------------ (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 [ ] Note: Schedules filed in paper format shall include a signed original and two copies of the Schedule including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Page 1 of 11 Pages) CUSIP No. 178666 10 3 SCHEDULE 13D Page 2 of 11 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* (a) |_| (b) |X| - ------------------- ------------------------------------------------------------ 3 SEC USE ONLY - ------------------- ------------------------------------------------------------ 4 SOURCE OF FUNDS OO - ------------------- ------------------------------------------------------------ 5 CHECK BOX 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 SHARES 7 SOLE VOTING POWER 871,058 Shares BENEFICIALLY OWNED BY EACH ------ ----------------------------------------------------- REPORTING PERSON 8 SHARED VOTING POWER 201,178 Shares WITH ------ ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 871,058 Shares ------ ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 201,178 Shares - ------------------- ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,072,236 Shares - ------------------- ------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| - ------------------- ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.8% - ------------------- ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN - ------------------- ------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! 2 CUSIP No. 178666 10 3 SCHEDULE 13D Page 3 of 11 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* (a) |_| (b) |X| - ------------------- ------------------------------------------------------------ 3 SEC USE ONLY - ------------------- ------------------------------------------------------------ 4 SOURCE OF FUNDS OO - ------------------- ------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - ------------------- ------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------- ------ ----------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER 500,000 Shares BENEFICIALLY OWNED BY EACH ------ ----------------------------------------------------- REPORTING PERSON 8 SHARED VOTING POWER 0 Shares WITH ------ ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 500,000 Shares ------ ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 Shares - ------------------- ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500,000 Shares - ------------------- ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------------- ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4% - ------------------- ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* PN - ------------------- ------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP No. 178666 10 3 SCHEDULE 13D Page 4 of 11 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* (a) |_| (b) |X| - ------------------- ------------------------------------------------------------ 3 SEC USE ONLY - ------------------- ------------------------------------------------------------ 4 SOURCE OF FUNDS OO - ------------------- ------------------------------------------------------------ 5 CHECK BOX 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 SHARES 7 SOLE VOTING POWER 0 Shares BENEFICIALLY OWNED BY EACH ------ ----------------------------------------------------- REPORTING PERSON 8 SHARED VOTING POWER 500,000 Shares WITH ------ ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 Shares ------ ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 500,000 Shares - ------------------- ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500,000 Shares - ------------------- ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------------- ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4% - ------------------- ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN - ------------------- ------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 CUSIP No. 178666 10 3 SCHEDULE 13D Page 5 of 11 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* (a) |_| (b) |X| - ------------------- ------------------------------------------------------------ 3 SEC USE ONLY - ------------------- ------------------------------------------------------------ 4 SOURCE OF FUNDS OO - ------------------- ------------------------------------------------------------ 5 CHECK BOX 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 SHARES 7 SOLE VOTING POWER 0 Shares BENEFICIALLY OWNED BY EACH ------ ----------------------------------------------------- REPORTING PERSON 8 SHARED VOTING POWER 500,000 Shares WITH ------ ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 Shares ------ ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 500,000 Shares - ------------------- ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500,000 Shares - ------------------- ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------------- ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4% - ------------------- ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN - ------------------- ------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 CUSIP No. 178666 10 3 SCHEDULE 13D Page 6 of 11 Pages Item 1. Security and Issuer. - ------- This statement relates to the Common Stock, $.10 par value (the "Common Stock"), of CSS Industries, Inc. ("CSS"). The address of CSS's executive offices is 1845 Walnut Street, Philadelphia, Pennsylvania 19103. Item 2. Identity and Background. - ------- (a) The persons filing this statement are Ellen B. Kurtzman, an individual; Delv, L.P. (the "Partnership"), a Delaware limited 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 (together with the EBK Trust, the "Acquiring Trusts"). Each of the Acquiring Trusts was formed under the laws of the State of Florida. Delv, Inc., a Delaware corporation (the "General Partner") is the sole general partner of the Partnership. Ellen B. Kurtzman is the sole director of the General Partner and serves as its President, Secretary and Treasurer. Ellen B. Kurtzman is also the sole trustee of each of the Acquiring Trusts. (b) The business address of Ellen B. Kurtzman, the Partnership and the Acquiring Trusts is 1105 North Market Street, Wilmington, DE 19801. (c) Ellen B. Kurtzman's principal occupation is management of the General Partner, the Acquiring Trusts and other trusts for the benefit of family members. The principal business of the Partnership and the Acquiring Trusts is to manage their respective assets. (d) None of Ellen B. Kurtzman, the Partnership nor the Acquiring Trusts have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. (e) During the last five years, none of Ellen B. Kurtzman, the Partnership or the Acquiring Trusts were 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. (f) Ellen B. Kurtzman is a United States citizen. 6 CUSIP No. 178666 10 3 SCHEDULE 13D Page 7 of 11 Pages Item 3. Source and Amount of Funds or Other Consideration - ------- As described in more detail in Item 5, the Acquiring Trusts and the 2003 Farber Family Trust, of which Ellen B. Kurtzman is the sole trustee, (the "2003 Trust") funded their purchase of all of the shares of the General Partner and all of the limited partnership interests of the Partnership through a gift and a loan from Jack Farber, who directly and indirectly owned the Partnership and the General Partner prior to the transactions described in Item 5. Jack Farber is Ellen B. Kurtzman's father and Chairman of the Board of CSS. As a result of these transactions, the Acquiring Trusts acquired indirect beneficial ownership of 500,000 shares of Common Stock held by the Partnership. Item 4. Purpose of Transaction. - ------- Ellen B. Kurtzman, the Partnership and the Acquiring Trusts are holding shares of CSS Common Stock for investment. Ellen B. Kurtzman, the Partnership and the Acquiring Trusts may from time to time engage in transactions involving the acquisition or disposition of Common Stock. Except as set forth above, Ellen B. Kurtzman, the Partnership and the Acquiring Trusts have no plans or proposals which may relate to or would result in any of the actions described in paragraphs (a) through (j) of Item 4. Item 5. Interest in Securities of the Issuer. - ------- The share numbers set forth in the Schedule 13D do not reflect a 3-for-2 stock split in the form of a stock dividend payable by CSS on July 10, 2003 to holders of record on June 30, 2003. Ellen B. Kurtzman may be deemed to beneficially own 1,072,236 shares of Common Stock (13.8 percent of the issued and outstanding Common Stock of CSS, based upon 7,777,487 shares of Common Stock issued and outstanding on June 10, 2003, as set forth in CSS' proxy statement for its 2003 annual meeting of stockholders). Of that amount, she has sole voting and investment power with regard to 871,058 shares and shared voting and investment power with regard to 201,178 shares. The shares as to which Ellen B. Kurtzman has sole voting and investment power are as follows: o 221,058 shares of Common Stock owned directly. o 150,000 shares of Common Stock held by the Farber Family Charitable Lead Annuity Trust, of which Ellen B. Kurtzman is the sole trustee. o 500,000 shares of Common Stock (6.4 percent of the issued and outstanding Common Stock of CSS) owned by the Partnership. Ellen B. Kurtzman exercises voting and investment power through the General Partner, which has the sole voting and investment power with regard to the shares of Common Stock owned by the Partnership. One-half of 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 7 CUSIP No. 178666 10 3 SCHEDULE 13D Page 8 of 11 Pages Children's Trusts may be deemed to have shared voting and investment power with regard to the 500,000 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 Trust. 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 Common Stock. In addition, Ellen B. Kurtzman shares voting and investment power with respect to the following shares of common stock: o 55,650 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. o 145,528 shares of Common Stock owned by two trusts, one for the benefit of her son and one for the benefit of her nephew, for which she serves as co-trustee with her brother. The shares referenced as being beneficially owned by Ellen B. Kurtzman do not include shares owned by the Farber Family Foundation, Inc. (the "Farber Family Foundation"). Ellen B. Kurtzman, her father, her mother and her brother are members, officers and directors of the Farber Family Foundation. As a matter of policy, the Farber Family Foundation, which is a charitable 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. Immediately prior to transactions described below, the Partnership owned 1,465,151 shares of Common Stock. Jack Farber, Ellen B. Kurtzman's father and Chairman of the Board of CSS, owned all of the common stock of the General Partner and 99.9 percent of the limited partnership interests in the Partnership (after acquiring, on July 8, 2003, a one percent limited partnership interest previously held by his wife); the remaining 0.1 percent of the limited partnership interests was owned by the General Partner. Within the last 60 days, the following transactions were effected by Ellen B. Kurtzman, the Partnership and the Acquiring Trusts: 8 CUSIP No. 178666 10 3 SCHEDULE 13D Page 9 of 11 Pages o On July 8, 2003, the Partnership distributed 965,151 shares of CSS Common Stock to Jack Farber. Following this transaction, the Partnership held 500,000 shares of CSS Common Stock. o On July 8, 2003, the Children's Trusts purchased all of the shares of stock of the General Partner from Jack Farber for $17,850 (subject to adjustment, as described below). Each of the Children's Trusts owns one-half of the shares of the General Partner. In order to fund the purchase, Jack Farber made gifts to the trusts equal to the aggregate purchase price for the shares of the General Partner. After taking into account cash assets of the General Partner (held directly or through its 0.1 percent interest in the Partnership), the purchase price per share of the 500 shares of Common Stock held indirectly by the General Partner through the Partnership may be deemed to be $29.39 (subject to adjustment). o On July 9, 2003, the 2003 Trust purchased from Jack Farber, for $9,866,707 (subject to adjustment), a 99.9 percent limited partnership interest in the Partnership. In connection with this transaction, the 2003 Trust issued a promissory note, in the principal amount of $8,866,707 (subject to adjustment) to Mr. Farber. Interest on the unpaid balance of the note is 2.55 percent per annum; the entire balance of accrued and unpaid interest and principal will be due and payable on December 31, 2011. After taking into account the cash assets of the Partnership, the purchase price per share of the 499,500 shares of Common Stock (held indirectly through the 99.9 percent limited partnership interest) may be deemed to be $19.325 (subject to adjustment). The purchase price and promissory note principal amounts are subject to adjustment within 15 days following a final valuation report to be provided by a financial consulting form. As a result of the transactions described above, as well as Ellen B. Kurtzman's service as trustee to the Acquiring Trusts and as sole director and President, Secretary and Treasurer of the General Partner, Ellen B. Kurtzman acquired sole voting or investment power with regard to the 500,000 shares of Common Stock held by Delv, L.P. Item 6. Contracts, Arrangements, Understandings or Relationships - ------- With Respect to Securities of the Issuer. In connection with the transactions described in Item 5, the Acquiring Trusts executed purchase agreements with Jack Farber, and the 2003 Trust issued a promissory note to Jack Farber. These documents are filed as exhibits hereto. 9 CUSIP No. 178666 10 3 SCHEDULE 13D Page 10 of 11 Pages Item 7. Material to be Filed as Exhibits. - ------- 1. Agreement relating to joint filing of this statement. Exhibit 1 provides as follows: By the execution of this Schedule 13D, each of the persons signing this Schedule 13D agrees that this Schedule 13D and any amendment thereto shall be filed on behalf of each of them. 2. Purchase and Sale Agreement, dated July 8, 2003, between Jack Farber and Ellen B. Kurtzman, as trustee of the Children's Trusts. 3. Purchase and Sale Agreement, dated July 9, 2003, between Jack Farber and Ellen B. Kurtzman as trustee of the 2003 Trust. 4. Promissory Note, dated July 9, 2003 issued by Ellen B. Kurtzman, as trustee of the 2003 Trust, to Jack Farber. 10 CUSIP No. 178666 10 3 SCHEDULE 13D Page 11 of 11 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. Ellen B. Kurtzman -------------------------------- Ellen B. Kurtzman DELV, L.P. By: DELV, INC., its General Partner By: Ellen B. Kurtzman ---------------------------- Ellen B. Kurtzman, President TRUST FBO ELLEN B. KURTZMAN UNDER THE 2002 FARBER CHILDREN'S TRUSTS DATED DECEMBER 12, 2002 By: Ellen B. Kurtzman ---------------------------- Ellen B. Kurtzman, Trustee TRUST FBO DAVID M. FARBER UNDER THE 2002 FARBER CHILDREN'S TRUSTS DATED DECEMBER 12, 2002 By: Ellen B. Kurtzman ---------------------------- Ellen B. Kurtzman, Trustee Date: July 9, 2003 11 EX-2 3 ex2.txt EXHIBIT 2 EXHIBIT 2 PURCHASE AND SALE AGREEMENT --------------------------- THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made as of the 8th day of July, 2003 by and between Jack Farber ("Seller") and Ellen B. Kurtzman, Trustee of The 2002 Farber Children's Trusts dated December 12, 2002 ("Buyer"). BACKGROUND ---------- Seller is the owner of DELV, Inc. Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase and acquire all of Seller's shares in Delv, Inc. Hereinafter, the shares to be sold by Seller pursuant to this Agreement shall be referred to as the "Transferred Shares." NOW THEREFORE, in consideration of the promises and of the mutual covenants set forth herein, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Agreement to Sell and Purchase. Seller hereby agrees to sell and assign to Buyer, and Buyer hereby agrees to purchase and acquire from Seller, all of Seller's rights, title and interest in and to all of the Transferred Shares, on the terms and subject to the conditions set forth in this Agreement. 2. Purchase Price; Payment and Closing. (a) On the date of the execution of this Agreement, Buyer shall pay to Seller the cash sum of Seventeen Thousand Eight Hundred Fifty Dollars ($17,850) ("Initial Purchase Price"). (b) Within fifteen (15) days after the valuation firm of Cowhey-Girard Consulting LLC issues its final valuation report on the Transferred Shares, Seller shall pay to Buyer (if the Initial Purchase Price is less than the final value determined by Cowhey-Girard Consulting LLC) or Buyer shall pay to Seller (if the Initial Purchase Price is greater than the final value determined by Cowhey-Girard Consulting LLC) an amount equal to the difference between the Initial Purchase Price and the said final valuation. The final valuation report of Cowhey-Girard Consulting LLC shall be conclusive and binding upon the parties hereto. (c) Closing shall occur upon the execution of this Agreement. At Closing Seller shall deliver to Buyer an executed Stock Power and Stock Certificate duly executed by Seller. 3. Representations and Warranties of Seller. Seller hereby makes the following representations and warranties to Buyer: (a) Seller is the owner of the Transferred Shares. (b) Seller has good, marketable and unencumbered title to the Transferred Shares, free and clear of all liens, security interests, pledges, claims, options and rights of others. EXHIBIT 2 (c) Seller does not have any knowledge of any material claims, obligations and/or liabilities with respect to any of the Transferred Shares which are not also known to Buyer. 4. Survival of Representations and Warranties. Seller's representations and warranties in Paragraph 3 of this Agreement shall survive Closing for an unlimited period. 5. Miscellaneous. (a) This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. (b) This Agreement contains the entire understanding of the parties with respect to the subject matter hereof. Any agreement hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of this Agreement unless such agreement is in writing and signed by the party against whom enforcement of such change, modification, discharge or abandonment is sought. (c) This Agreement may be executed in any number of counterparts. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CAROL KANE-MARGERUM JACK FARBER (SEAL) - --------------------------------- ------------------------------------- Jack Farber THE 2002 FARBER CHILDREN'S TRUSTS DIANE E. McGANN By: ELLEN B. KURTZMAN (SEAL) - --------------------------------- ------------------------------------- Ellen B. Kurtzman, Trustee 2 EX-3 4 ex3.txt EXHIBIT 3 EXHIBIT 3 PURCHASE AND SALE AGREEMENT --------------------------- THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made as of the 9th day of July, 2003 by and between Jack Farber ("Seller") and Ellen B. Kurtzman, Trustee of The 2003 Farber Family Trust dated as of June 30, 2003 ("Buyer"). BACKGROUND ---------- Seller is the owner of a limited partnership interest in DELV, L.P. (hereinafter the "Partnership"). Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase and acquire, a ninety-nine and 90/100 percent (99.90%) limited partnership interest in the Partnership. Hereinafter, the 99.90% limited partnership interest to be sold by Seller pursuant to this Agreement shall be referred to as the "Transferred Partnership Interest." NOW THEREFORE, in consideration of the promises and of the mutual covenants set forth herein, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Agreement to Sell and Purchase. Seller hereby agrees to sell and assign to Buyer, and Buyer hereby agrees to purchase and acquire from Seller, all of Seller's rights, title and interest in and to all of the Transferred Partnership Interest, on the terms and subject to the conditions set forth in this Agreement. 2. Purchase Price; Payment and Closing. (a) The initial purchase price to be paid to Seller by Buyer for the Transferred Partnership Interest shall be Nine Million Eight Hundred Sixty Six Thousand Seven Hundred and Seven Dollars ($9,866,707) ("Initial Purchase Price"). (b) The Initial Purchase Price shall be paid by Buyer to Seller as follows: (i) On the date of the execution of this Agreement, Buyer shall pay to Seller the cash sum of One Million Dollars ($1,000,000). (ii) The balance of the Initial Purchase Price shall be paid by the delivery to Seller on the date of the execution of this Agreement, a Promissory Note in the amount of Eight Million Eight Hundred Sixty Six Thousand Seven Hundred and Seven Dollars ($8,866,707) executed by Buyer, in the form and on the terms set forth in Exhibit "A" attached hereto. (c) Within fifteen (15) days after the valuation firm of Cowhey-Girard Consulting LLC issues its final valuation report on the Transferred Partnership Interest, the Initial Purchase Price shall be increased (if the Initial Purchase Price is less than the final value determined by Cowhey-Girard Consulting LLC) or shall be reduced (if the Initial Purchase Price is greater than the final value determined by Cowhey-Girard Consulting LLC) by an amount EXHIBIT 3 equal to the difference between the Initial Purchase Price and the said final valuation. The final valuation report of Cowhey-Girard Consulting LLC shall be conclusive and binding upon the parties hereto, and each of the parties agrees to amend and restate the Promissory Note described in subparagraph (b)(ii) hereof accordingly. (d) Closing shall occur upon the execution of this Agreement. At Closing Seller shall deliver to Buyer an Assignment of the Transferred Partnership Interest duly executed by Seller. 3. Representations and Warranties of Seller. Seller hereby makes the following representations and warranties to Buyer: (a) Seller is the owner of the Transferred Partnership Interest. (b) Seller has good, marketable and unencumbered title to the Transferred Partnership Interest, free and clear of all liens, security interests, pledges, claims, options and rights of others. (c) Seller does not have any knowledge of any material claims, obligations and/or liabilities with respect to any of the Transferred Partnership Interest which are not also known to Buyer. 4. Survival of Representations and Warranties. Seller's representations and warranties in Paragraph 3 of this Agreement shall survive Closing for an unlimited period. 5. Miscellaneous. (a) This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. (b) This Agreement contains the entire understanding of the parties with respect to the subject matter hereof. Any agreement hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of this Agreement unless such agreement is in writing and signed by the party against whom enforcement of such change, modification, discharge or abandonment is sought. (c) This Agreement may be executed in any number of counterparts. 2 EXHIBIT 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. ELIZABETH S. BOTHNER JACK FARBER (SEAL) - --------------------------------- ------------------------------------- Jack Farber THE 2003 FARBER FAMILY TRUST KATHERINE V. WHITESTONE By: ELLEN B. KURTZMAN (SEAL) - --------------------------------- ------------------------------------- Ellen B. Kurtzman, Trustee 3 EX-4 5 ex4.txt EXHIBIT 4 EXHIBIT 4 PROMISSORY NOTE --------------- Maturity Date: December 31, 2011 Original Principal Amount: $8,866,707 FOR VALUE RECEIVED, and intending to be legally bound, Ellen B. Kurtzman, Trustee of The 2003 Farber Family Trust dated as of June 30, 2003, having its principal office at 1105 North Market Street, Wilmington, Delaware 19801 ("Maker") promises to pay to Jack Farber (together with his distributees, heirs, executors, administrators and personal representatives, "Payee"), or order, the principal sum of Eight Million Eight Hundred Sixty Six Thousand Seven Hundred and Seven Dollars ($8,866,707), as hereinafter provided. Interest shall accrue on the unpaid balance of principal of this Note from the date hereof at the rate of 2.55% per annum, from time to time. The entire balance of accrued and unpaid interest and principal shall be due and payable on December 31, 2011. At any time and from time to time, the principal amount, and accrued and unpaid interest, may be prepaid, in whole or in part, without penalty or premium provided Payee has received five (5) days' prior written notice of Maker's intention to make such prepayment. Any prepayments made pursuant to this paragraph shall be applied, first, to the payment of principal and, then, to the payment of interest and any other sums due hereunder. If any one of the following events of default shall occur while any portion of the principal amount or any interest accruing on the principal amount (or any other sums, if any, due and payable hereunder) is outstanding: (a) Maker shall fail to make any payment of principal, interest or other sums under this Note, and such failure shall continue for seven (7) days after notice thereof shall have been given by Payee to Maker; (b) Maker shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator or the like of Maker or all or a substantial part of its property, (ii) admit in writing its inability, or be generally unable or deemed unable under any applicable law, to pay its debts as they become due, (iii) make a general assignment for the benefit of its creditors, (iv) place itself or allow itself to be placed, voluntarily or involuntarily, under the protection of the law of any jurisdiction relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, or (v) take any action for the purpose of effecting any of the foregoing; or (c) a proceeding or case shall be commenced in any court of competent jurisdiction, seeking (i) the readjustment of Maker's debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of Maker or of all or a substantial part of its assets, or (iii) similar relief in respect of Maker under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, without the consent of Maker, and such EXHIBIT 4 proceeding or case shall continue undismissed for a period of sixty (60) days, or any order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect for a period of sixty (60) days; the full unpaid principal amount, accrued and unpaid interest thereon and all other sums due and payable hereunder, shall automatically become immediately due and payable, without presentment, demand, protest, notice of protest, notice of dishonor or other formalities of any kind, all of which are hereby waived by Maker. If any payment of principal of, or interest on, this Note falls due on a day other than a business day, then such due date shall be extended to the next following business day. Interest on this Note shall be computed for the actual number of days elapsed on the basis of a 365-day year or 366-day year, as applicable. If any interest on the outstanding principal amount of this Note is not paid when due, then the amount of such delinquent interest shall be added to the outstanding principal amount of this Note and shall bear interest at the rate per annum of four percent (4%) over the prime rate quoted by The Wall Street Journal from time to time. Subject to the terms of the Purchase Agreement heretofore executed by Maker and Payee on this date, this Note may not be changed orally but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. This Note shall not be assignable by either party hereunder. Should the indebtedness represented by this Note or any part thereof be collected at law or in equity, or in bankruptcy, receivership or any other court proceeding (whether at the trial or appellate level), or should this Note be placed in the hands of attorneys for collection after default, Maker agrees to pay, in addition to the principal and interest, all costs of collecting or attempting to collect this Note, including reasonable attorneys' fees and expenses. This Note is to be construed and enforced in accordance with the laws of the State of Florida without giving effect to its choice of law provisions. If any provision of this Note is unenforceable in whole or in part for any reason, the remaining provisions shall continue to be effective. Anything herein to the contrary notwithstanding, the obligations of Maker under this Note shall be subject to the limitation that payments of interest shall not be required to the extent that receipt of any such payment by Payee would be contrary to the provisions of law applicable to Payee limiting the maximum rate of interest which may be charged or collected by Payee. Except with respect to the terms of a Purchase and Sale Agreement heretofore executed by Maker and Payee on this date, this Note constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes any and all prior agreements or understandings between the parties with respect to the subject matter hereof. 2 EXHIBIT 4 Maker hereby waives presentment, notice of dishonor, protest and notice of protest of this Note. No extension of time for payment of this Note, and no alteration, amendment or waiver of any provisions of this Note, shall release, discharge, modify, change or affect the liability of Maker under this Note. The obligations of Maker under this Note are absolute, and Maker waives any and all rights to offset, deduct or withhold any payments or charges under this Note for any reason whatsoever. Any trustee executing this Note shall be deemed to be executing this Note solely in his or her capacity as trustee of the trusts herein mentioned, beyond which no trustee shall be personally liable hereunder. This Note shall be binding upon Maker and its successors, and shall inure to the benefit of Payee and his estate. Maker has executed and delivered this Note as of July 9, 2003. THE 2003 FARBER FAMILY TRUST By: ELLEN B. KURTZMAN (SEAL) ------------------------------- Ellen B. Kurtzman Title: Trustee 3 -----END PRIVACY-ENHANCED MESSAGE-----