-----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, DJn9JTpXMLGSkyi/QbVbL18LOd/DaFP3vl00K67khgInkwANjdzEpuzJyhBG+e3L EN9eSsdXLijer1yLHCA//Q== 0000950116-03-003184.txt : 20030711 0000950116-03-003184.hdr.sgml : 20030711 20030711121659 ACCESSION NUMBER: 0000950116-03-003184 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030711 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-07079 FILM NUMBER: 03783226 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: FARBER JACK CENTRAL INDEX KEY: 0000932201 IRS NUMBER: 172262197 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3056 MIRO DRIVE NORTH CITY: PALM BEACH GARDENS STATE: FL ZIP: 33410 BUSINESS PHONE: 5616271630 MAIL ADDRESS: STREET 1: 3056 MIRO DRIVE NORTH CITY: PALM BEACH GARDENS STATE: FL ZIP: 33410 SC 13D/A 1 sc13da.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 28)(1) 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 6 Pages) - -------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 178666 10 3 SCHEDULE 13D Page 2 of 6 Pages - ------------------- ------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Jack Farber - ------------------- ------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ------------------- ------------------------------------------------------------ 3 SEC USE ONLY - ------------------- ------------------------------------------------------------ 4 SOURCE OF FUNDS PF, 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 7 SOLE VOTING POWER 984,441 Shares OF SHARES BENEFICIALLY ------ ----------------------------------------------------- OWNED 8 SHARED VOTING POWER 421,880 Shares BY EACH REPORTING ------ ----------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 984,441 Shares WITH ------ ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 421,880 Shares - ------------------- ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,406,321 Shares - ------------------- ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| - ------------------- ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.1% - ------------------- ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN - ------------------- ------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 178666 10 3 SCHEDULE 13D Page 3 of 6 Pages This Amendment No. 28 amends the Schedule 13D filed by Jack Farber and Delv, L.P. with respect to shares of common stock, par value $.10 per share, ("Common Stock") of CSS Industries, Inc., a Delaware corporation ("CSS"), as such statement has been amended from time to time. Item 2. Identity and Background. As a result of the transactions described in Item 5 below, Delv, L.P. is no longer a filing person in respect of this Schedule 13D. Jack Farber has been advised that as a result of the transactions described in Item 5, Delv, L.P. is separately filing a Schedule 13D together with Ellen B. Kurtzman and certain other entities. Item 4. Purpose of Transaction. Jack Farber continues to serve as Chairman of CSS and he, and the other entities identified in Item 5 below, may from time to time engage in transactions involving the acquisition or disposition of Common Stock. He previously disclosed that, in light of the reduction of size of CSS' Board of Directors over the past several years as directors have reached mandatory retirement age, he may recommend that CSS elect one or more new directors. CSS has recently added a director, and Jack Farber may recommend that CSS add one or more additional directors. In addition, Jack Farber previously disclosed that, based on an evaluation of CSS' capital resources and anticipated operating requirements, he may recommend additional share repurchases and/or the payment of cash dividends by CSS. CSS recently instituted a cash dividend. While he may recommend that CSS add one or more additional directors and effect additional share repurchases, he has not committed to make, and may not make, such recommendations. Except as set forth above, Jack Farber has 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 in this Amendment No. 28 to 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. Jack Farber may be deemed to beneficially own 1,406,321 shares of Common Stock (18.1% of the issued and outstanding Common Stock of CSS, based upon 7,777,487 shares issued and outstanding as of the close of business on June 10, 2003, as set forth in CSS' proxy statement for its 2003 annual meeting of stockholders). Of that amount, he has sole voting and investment power with regard to 984,441 shares of Common Stock that he owns directly and shared voting and investment power with regard to 421,880 shares of Common Stock, which consists of the following: o 234,028 shares of Common Stock held directly by Jack Farber's wife; o 132,202 shares of Common Stock held by a trust for the benefit of David M. Farber, Jack Farber's son, for which Jack Farber and David M. Farber are co-trustees (the "David Farber Trust"). A majority of the trustees of the David Farber Trust is required to vote or dispose of the shares of Common Stock owned by the David Farber Trust; and CUSIP No. 178666 10 3 SCHEDULE 13D Page 4 of 6 Pages o 55,650 shares of Common Stock owned by trusts for the benefit of two of Jack Farber's grandchildren (together, the "Grandchildren Trusts"), for which Jack Farber's wife serves as co-trustee with his daughter. The shares referenced as being beneficially owned by Jack Farber do not include shares owned by the Farber Family Foundation, Inc. (the "Farber Family Foundation"), the Farber Foundation, Inc. (the "Farber Foundation") and the Farber Family Charitable Lead Annuity Trust (the "Farber Charitable Trust"). Jack Farber, his wife, his son and his daughter are members, officers and directors of the Farber Family Foundation. Jack Farber and certain other directors and officers of CSS are members, directors or officers of the Farber Foundation. Jack Farber's daughter is the sole trustee of the Farber Charitable Trust. As a matter of policy, the Farber Foundation and the Farber Family Foundation, both of which are charitable foundations, do not vote the shares of Common Stock that they own. Jack Farber disclaims any beneficial ownership in the shares held by the Farber Foundation, the Farber Family Foundation and the Farber Charitable Trust. Prior to transactions described below, Delv, L.P. (the "Partnership"), a Delaware limited partnership, owned 1,465,151 shares of Common Stock. Jack Farber owned all of the common stock of the Partnership's general partner, Delv, Inc. (the "General Partner"). Jack Farber also owned 99.9 percent of the limited partnership interests in the Partnership (one percent of the limited partnership interests was held by Jack Farber's wife; these interests were transferred to Jack Farber on July 8, 2003); the remaining 0.1 percent was owned by the General Partner. Within the last 60 days, the following transactions were effected by Jack Farber. 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, Jack Farber sold, for $17,850 (subject to adjustment, as described below), all of the shares of common stock of the General Partner to two trusts for the benefit of his children, for which his daughter, Ellen B. Kurtzman, serves as the sole trustee. In order to fund the purchase, Jack Farber made a gift to the trusts equal to the aggregate purchase price for the shares of common stock 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, Jack Farber sold, for $9,866,707 (subject to adjustment), his 99.9 percent limited partnership interest in the Partnership to the 2003 Farber Family Trust, dated as of June 30, 2003 (the "2003 Trust"), of which Ellen B. Kurtzman is the sole trustee and Jack Farber's grandchildren are beneficiaries. In connection with this transaction, the 2003 Trust issued a promissory note, in the principal amount of $8,866,707, to Jack Farber. Interest on the unpaid balance of the note is 2.55 percent per annum; the entire balance of the 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). CUSIP No. 178666 10 3 SCHEDULE 13D Page 5 of 6 Pages 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 firm. As a result of the transactions with the Trusts, Jack Farber no longer has voting or investment power with regard to the 500,000 shares of Common Stock held by the Partnership. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. In connection with the transactions described in Item 5, the trusts involved executed purchase agreements with Jack Farber, and the 2003 Trust issued a promissory note to Jack Farber. These documents are filed as exhibits hereto. Item 7. Material to be Filed as Exhibits. 28.1. Purchase and Sale Agreement, dated July 8, 2003, between Jack Farber and Ellen B. Kurtzman, trustee of the 2002 Farber Children's Trusts dated December 12, 2002. 28.2. Purchase and Sale Agreement, dated July 9, 2003, between Jack Farber and Ellen B. Kurtzman, as trustee of the 2003 Trust. 28.3. Promissory Note, dated July 9, 2003 issued by Ellen B. Kurtzman, as trustee of the 2003 Trust, to Jack Farber. CUSIP No. 178666 10 3 SCHEDULE 13D Page 6 of 6 Pages SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Jack Farber ----------------- Jack Farber Date: July 9, 2003 EX-28 3 ex28-1.txt EXHIBIT 28.1 EXHIBIT 28.1 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. (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-28 4 ex28-2.txt EXHIBIT 28.2 EXHIBIT 28.2 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 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 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-28 5 ex28-3.txt EXHIBIT 28.3 EXHIBIT 28.3 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 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 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-----