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LOIS SIIEAR.
Plaintiff
IN IIIH'OUIU OF COMMON PLEAS OF
CI IMBH{LANI> COUNTY. PENNSYLVANIA
v.
CIVIl. ACTION - LA W
TAM DOT IIOMECARE 01'
IIARRISBURG.INC..
De/endant
NO. 9X-6297 CIVIL TI:RM
ORDI:R OF COURI
AND NOW. this \2.tLday of Novemher. 199X. upon consideration of Plaintiffs
Petition to Compel Inspection of Corporate Records and/or Documents. a Rule is hereby
issued upon Detcndantto show cause why the relief requested should not be granted.
RULE RETURNABLE within 20 days of service.
BY TilE COURT.
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LeRoy Smigel. Esq,
2917 North Front Street
Harrisburg, P A 17110-1223
Attorney for Plainti ff
Tamdot Homecare of
Harrisburg, Inc.
lOll Market Street
Lemoyne, PA 17043
Defendant, Pro Se
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PETITlOlml<
IN TilE COllin' 'ljo' ('''''''',('1-1 "!.!:'AS
OF CUr~I3EH!',I\!m COUUT'{, PENNS'lLVANI^
NO. rjj (r ) l' '/ 1/ I IC~ C
v.
T^MDOT 1I0MECARE OF
H^RRISI3URG, INC,.
RESPONDENT
CIVI L ^CTlOCl - 1..1\\'1
ORDER
AND NOW, this
day of
, 1998, IT IS
HEREBY ORDERED and DECREED that the petition to Compel Inspection of
Corporate Records is hereby GRANTED. Responaent, Tamdot Homecare of
Harrisburg, Inc,. is directed, within ten (10) days of this Order, to
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provide petitioner and/or her duly authorized representatives or
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agents, during normal business hours of 9:00 a.m, to 5:00 p,m., to
inspect any and all records and/or documents of the respective
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corporations and to make copies of extracts therefrom, if requested,
or suffer appropriate sanctions.
It is further ordered that Respondent pay to Petitioner the sum
of Two Thousand Five Hundred Dollars ($2,500.00) for counsel fees,
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costs and expenses.
BY THE COURT:
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LOIS SiIEl\H,
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TAr~DOT 1l0r.1ECARE OF
HARRISBURG, INC..
RESPONDENT
CIVIL N_"i'lO" - !.MI
PETITION
TO COMPEL INSPECTION OF CORPORATE
RECORDS AND/OR DOCUMENTS
1. Petitioner, Lois G. Shear, i:J a citizen a!. t.ill: SLdl0 of
Florida, residing at One North Breaker's Ro','. P.:dm Be.:lch. Florida,
33480.
2. Respondent, Tamdot Homecare of H.:lrrisburg, Inc., is a
corporation organized and existing under the l.:lvlS of the Commonwealth
of Pennsylvania. with its principal place of business at 1011 Market
Street, Lemoyne, pennsylvania, 17043,
3. Petitioner believes she is the owner of fifty percent (50i)
of the common stock of Respondent, Tamdot Homecare of Harrisburg,
Inc., but Respondent. by and through its President, Joseph Hunter,
claims that Petitioner owns less than fifty percent (50%) of
Respondent.
4. Petitioner, by and through Petitioner's attorneys, Smigel,
Anderson & Sacks, in accordance with and pursuant to 51508 of the
Business Corporation Law of 1988, made a written request upon
Respondent to produce for inspection and examination its corporate
books and records, as more specifically set out in a letter dated
Junt. :~Sl, IS/SiB, d trw' ,lnd (~(JI p'ct CrJPt of v/hl('l; it, 1,,11:1':- wIlh tll,'
vcrifir'd Fow(~r of ^tt(il :11',' ~;l(Jw'd l)y P/.t itiull"! I' lilll,.d by ~Jlt)Oh) I i~l
alLdchc'd hc'rl'to au 1,:;-:111111 t
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5. By letter e1ateel July 20, )99<3. a copy ul 'o'IlllCh if) attached
hereto as Exhibi t "BII and incorpot'uted by re[t':"c'nc'...:, H<::npondent, by
and through its President, Joseph Hunter, fail ed to ass imililte ilnd/ol'
produce for inspect ion and eXilminClt ion all oE thl.: n.quested corporClte
books and records specificillly set out in the Junl.: 29, 1998 letter
from Petitioner to Respondent.
6. On or about August 5, 1998, Petitioner, by and through
Petitioner's attorneys had access to, and inspected, only a portion of
the requested records, as more specifically set out in a letter dated
August 6, 1998, a true and correct copy of which is attached hereto as
Exhibit "C" and incorporated by reference.
7. By letter dated August 11, 1998, a copy of which is attached
hereto as Exhibit "0" and incorporated by reference, Petitioner, by
and through Petitioner's attorneys, again requested access to
Respondent's corporate books, corporate records, share register and/or
share certificates,
8. Respondent, by letter dated August 24, 1998, a copy of which
is attached hereto as Exhibit "E" and incorporated by reference,
failed to assimilate and/or provide access to the requested corporate
books, corporate records, share register and/or share certificates.
9. Petitioner's request to inspect and examine the corporate
books, records, and/or documents of Respondent is proper within the
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mu.HllWJ of till. hlol::11If':>:1 C\>lP()!,d.IUll 1.<1'''; d:j ~luch l'j.qW'::t. 1:; n_'d~_;onably
rcl..1t(!d to !'t.t 1t lUI~f.l":: InC'..lf'Ut d:l d :dldrC'holdc'r.
10. 'I'll" IJtltl!tI::~':i of ['f.llt lOlll'I.I~j l'(:CjuC'nl to 11l;:lH.('t dlF.! l'xdllline
the COrpOl'dll' lc'cunln of. Hf':;pliIHk'nt include, but arc' I1UL limited to,
the following:
A.
Determining the number and value of Petitioner's
shcJ res;
B. Ascertaining whether the business of the
corporation haA been and is being properly managed since tbe
death of Todd Shear, a former sharehclder.
C. Determining whether the expenditures of the
Respondent since 1993 have been authorized, appropriate and
in the best interest of the corporation; and
D. Determining the propriety of instituting a lawsuit
on behalf of the Respondent against Joseph Hunter in his
capacity as President of the corporation.
11. When a shareholder seeking inspection of the share register
or list of shareholders of the corporation has complied with the
provisions of s1508 of the Business Corporation Law of 1988 regarding
the form and manner of making demand for inspection, that section
provides that it is the burden of the corporation to show that the
inspection is sought for an improper purpose.
12. Petitioner has complied with all requirements of s1508 of
the Business Corporation Law of 1988 respecting the form and manner of
making demand for inspection and examination of not only the share
register, but any and all books, corporate records and documents of
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Respondf...!l1t, and thl' lll::!"".t )(;11 !iOUql1t i,'r' j','1 111"1;": 1:1 tur d propl'r
pu rpou(' .
13. R(~!3I)OJHh'lj\ Il..:: !d1lcd tu :l!ll,'.... dl1(1 1!; q!)iIJl,' t() :dlU'd LlldL
Petitioner's requeHt lOl- il1~;peCLion <tlld (';-:dltlin,lt i()l1 of llH! nh.J.rc
register or list ot Hildreholdp.rn, an \,,,,,11 <1:; d11 booku, corporate
records Q.nd document:D 1~3 for an improper" purpo:3c',
14. Petitioner 11<:1:; incurred the' :lUlll of Five Thouuand Dollars
($5,000.00) as caunDol fees, costs and expense:) in connection with her
efforts to obtain thc rcquested infornlcltion to ','Ihich she is legally
entitled.
WHEREFORE, Petitioner, Lois G. Sheilr, respcctfully requests that
the Court enter an Ordcr permitting her to inspect, examine, and copy,
if necessary, the books, corporate records and documents of
Respondent, Tamdot HomeCilre of Harrisburg, Inc., within ten (10) days
of the date of the Order. And further, that Respondent pay the sum of
Two Thousand Five Hundred Dollars ($2,500.00) for counsel fees, costs
and expenses.
Date: October ,']L, 1998
By:
LeRoy Sm el, Esquire ID #09617
2917 North Front Street
Harrisburg, PA 17110-1223
(717) 234-2401
Attorneys for Petitioner
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SMlO":/., ANJ>EJ<HO=" & SAf'HH
ATTORNEYS AT LAW
LCROY .~'OH
C LtC ANOt"'ON
aTUAI''' 5 lACK'
.I0UN W ,.,.OMMen
Joat"tl. DAMICO
ANN Y LL VI.,
HCATH[R D RonA
[RIC'" MORRISON
?O'., Honf., 'HON' !jf"tr1
,... 11." "3"3~'1
HARRISBURG. PENNSYLVANIA 17110.1223
t7'712'34.2401
'Ill ~o
517H.1.2
Junc 29, 1998
Tamdot Homecare of Harrisburg, Inc,
Alln: Joseph Hunter
lOll Market Street
Lemoyne, PA 17043
Re: Demand for Inspection
Dear Mr, Hunter:
On behalf of Lois Shear, a shareholder in Tamdot Homecare of Harrisburg, Inc, (the
"Corporation") the undersigned, pursuant to Section 1508(b) of the Business Corporation Law
of 1988, as amended, (the "Business Corporation Law") hereby makcs demand upon the
Corporation to produce for examination and inspection the share register, books and records
of account, and records of the proceedings of the incorporators, shareholders and directors in
order that they may be copied or extracts taken therefrom. Enclosed with this demand is a
power of attorney verified by the shareholder authorizing both the undersigned counsel to act
on the shareholder's behalf in this matter.
Specifically, the shareholder demands that the Corporation immediately allow her or
her designees full access to the following documents in the possession or under control of the
Corporation, its directors, officers, employees and professional advisors, including its
attomey(s) and accountant(s):
I.
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I, Records of any kind including contracts, bills of sale, receipts, accounts
receivable or payable, invoices or purchase orders relating to the sale or
purchase of corporate assets in any form, and occurring at any time from 1993
to the present;
2, Records of any kind evidencing corporate ownership in any real estate from
1993 to the present;
3, Records of real estate appraisals on corporate land, buildings and plant facilities
from 1993 to the present;
EXHIRIT
A
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Page 2
Junc 29, \998
4. Rccords showing dividcll(J, dcclarcd or paid from 1')')) tn thc prco.cnl;
5. Rccords showing loans, or advances by thc Corporation to any sharcholdcr,
officcr, dircctor or affiliated company and any rcpaymcnl schcdulcs;
6. Records showing salaries of all officcrs, dircctors, crnployccs and consultants
from 1993 to thc prcscnl;
7, Records showing bonuses paid to all officers, dircctors, employees and
consultants from 1993 to the present;
8, Records showing pension contributions made by or on bcha!f of all officcrs,
directors, employees and consultants from 1993 to thc prcscnt;
9, Records showing any other remuncration paid to all officcrs, directors,
employees and consultants, from 1993 to the prescnt; including reimbursement
for expenses of any kind;
10. Records showing matter, activities and decisions of the Corporation from 1993
to the date of review;
11. Corporate income tax returns for tax years 1993 to thc present.
The shareholder's requests are proper within the meaning of the Business Corporation
Law where she requires such records for the following purposes, all of which are reasonably
related to her interests as a shareholder in the Corporation:
a. To determine the value of her shares in the Corporation;
b. To ascertain whether the business of the Corporation has and is being properly
managed;
c. To determine whether the expenditures of the Corporation since 1993 have
been in the best interests of the Corporation; and
d. To determine the propriety of instituting a lawsuit on behalf of the Corporation
. or the shareholder against Joseph Hunter in his capacity as President of the
Corporation.
Pagc 3
Junc 29, 1998
Dc adviscd thaI pursuant 10 Scclion 1508(c) of thc Business Corporalion Law, should
the Corporation rcfusc to pcnnit thc inspcclion sought on bchalf of thc sharcholdcr, or if thc
Corporation fails to respond to this dcmand madc on her bchalf within five (5) busincss days
following reccipt of this Icltcr, thc sharcholdcr will have no rccoursc but to apply to thc Court
of Common Pleas of Cumberland County for an order compclling thc requcstcd cxamination
and inspection,
W:Z'd;ht
LeRoy Smigel
LRS:EMM:tkc
Enclosure
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L1I\IITF.D POWER OF ATTOI~NF.Y Fon INSPF.CTlON
I, Lois Shcar, of ~ /?,.",- County, Florida, a sharcholder owning fifty pcrccnt (50%) of
the stock in Tamdot Homccare of Harrisburg, Inc, (the "Corporation"), appoint LcRoy Smigel,
Esquirc, Harrisburg, Pennsylvania, wilh full powcr to act individually and separatcly as my agent
("my agcnt"), each with full powcr of substitution, for mc and in my name, to examinc thc books and
records of the Corporation as more fully dcscribcd in a demand letter addressed to the Corporation
dated June .21., 1998 8.&,d Siga1Cd by LcRc.y Smlci~:, Esq'Jirc, U cCPi" of which is attach~d h~r~~o and
incorporated herein by reference, as I might do if personally present.
This Powcr of Attorney shall becomc effective immcdiately and shall not be affectcd by rny
subsequent disability or incapacity. All acts done by my agent pursuant to this powcr during any
period of my disability or incapacity shall have the same effect and inure to rny benefit and bind me
and my successors in interest as if I were competent and no disabled.
Questions pertaining to the validity, construction and powers created under this instrument
shall be determined in accordance with the laws of the Commonwealth of Pennsylvania.
I have signed this Limited Powcr of Attorney this
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1998.
or~~
Lois Shear
VERI FICA nON
I, d - ~ ~ ,aver that the allegations contained in the foregoing Limited
Power of Attorney are true and correct to the best of my knowledge, information and belief; and that
the statements in said Limited Power of Attorney are subject to the penalties of 18 Pa, Cons. Stat.
Ann. ~4904 relating to unsworn falsification to authoritics,
Verified this
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, 1998,
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Lois Shcar
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S~lInEI.. ANJJJo:USON' & SACHS
ATTORNEYS AT LAW
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rAI/. 17171l'.14.3011
LeROY GMIOtL
C L[C "No[nSO'4
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,JOUN W f'RO"''''[H
.JOSCPH 0 OA"'ICO
ANN V l[VI,..
HCATHCR 0 ROYCfl
CRIC M. MORRISON
HARRISBURG. PENN SYLVANIA 17110-1223
l'7I71 ;>:14.2401
rll[ ,.0
5170-1-2
August 6, 1998
Tamdot Homccare of Harrisburg, Inc.
Alln: Joseph Hunter
1011 Market Street
Lemoyne, PA 17043
Re: Corporate Records
Dear Mr, Hunter:
Thank you for taking the time out of your day to meet with Eric Morrison and mc on
August 5, 1998. I appreciate your cooperation in providing me with Tamdot Homecare, Inc.
payroll summaries from 1996 to the present, 1993 corporate tax returns, financial statements
from 1993 to 1995, an accounts receivable summary sheet as of May 31, 1998, along with a
1995 business valuation report prepared by Ross, Wendler & Steen, Inc., which is enclosed
with this letter. However, pursuant to my June 29, 1998 Demand for Inspection letter, you
rnust, under Pennsylvania law, provide me access to financial statements for 1996 to the
present, a detailed current aged accounts receivable report which shows the name of each
account and the amount that remains uncollected, as well as other corporate records that Stat
Medical Billing Scrvice and/or your accountant maintains on thcir rcspectivc prcmiscs.
)
You made representations at the August 5, 1998 mecting that Stat Medical Billing
Servicc was sending such records to you by the end of this week. Please contact me or Eric
Morrison immediately once you receive such documents. Time is of the essence as my client
would like to resolve this matter in a most expeditious manner.
As previously discussed, we are contacting a business broker to begin evaluating
Tamdot Homecare, Inc. for a sale. We will contact you when we can arrange a time for such
an individual to survey the premises.
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LO I S SIIE/\l\,
PETITIONEr:
r tJ TilE COlJla OF cot"r~orJ PLEAS
OF CUj.~BEHjJAHD r:OUi>JT'i I PErJl~S,{Lvr\Nlt'\
v.
NO, 98-6297 Civil
TAMDOT 1I0MECARE OF
HARRISBURG, INC"
RESPONDENT
CIVIL ACTrON - LAW
CERTIFICATE OF SERVICE
I, Eric M, Morrison, Esquire, hereby certify that a true and
correct copy of the foregoing Petition to Compel Inspection of
Corporate Records and/or Documents, along wi th Order of Court dated
November 12, 1998 for Rule Returnable within twenty (20) days was
served upon the Mr. Joseph Hunter, Tamdot Homecare of Harrisburg,
Inc. by Certified Mail, Return Receipt Requested, on November 21,
1998 as evidenced by the Return Receipt Card attached hereto as
Exhibit "A".
SMIGEL, ANDERSON & SACKS
By:
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.M. Morsquire
ID# 80235
2917 North Front Street
Harrisburg, PA 17110-1223
(717) 234-2401
ATTORNEYS FOR PETITIONER
of Service if] attached hereto as Exhibit 4 and incorporated herein by
reference.
5, Twenty (20) days l1elve "xpired sine" 111,. j,"j,.. 11"" been uervc'd
upon Respondent.
6. To date, Respondent has not filed a re"ponse to the Rule.
7, Furthermore, Respondent's repeated disregard of Petitioner's
numerous requests to exercise her lawful right, as a shareholder of
the Corporation, to inspect the Corporation'S records and/or
documents, represents dilatory, obdurate and vexatious conduct,
WHEREFORE, Petitioner, Lois Shear, by and through her attorneys,
SMIGEL, ANDERSON & SACKS, respectfully request that this Honorable
Court's Rule dated November 12, 1998 become absolute and this
Honorable Court issue an Order compelling Respondent to produce the
corporate records and/or documents of Tamdot Homecare of Harrisburg,
Inc., allow Petitioner to inspect the Corporation's records and/or
documents and pay Petitioner the sum of Two Thousand Five Hundred
($2,500) Dollars for counsel fees, costs and expenses.
SMIGEL, ANDERSON & SACKS
By:
~t~.y /Jh,-(t4?
LeRoy Smi<fl=l, Esquire
ID #09617
2917 North Front Street
Harrisburg, PA 17110-1223
(717) 234-2401
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LOIS SHEM"
PET I T lONEr<
IN THE COURT OF CO:-::'.otJ PLEAS
OF CUMBEE!.AND COUNTY, I'I.:rJN~;YLVANIA
v,
NO, 98-6297 CIVIL
TAMDOT HOME CARE OF
HARRI SBURG, INC"
RESPONDENT
CIVIL ACTION - LAW
.
.
CERTIFICATE OF SERVICE
I, LeRoy Smigel, Esquire, hereby certify that a true and correct
copy of the foregoing Petition to Make Rule Absolute was served upon
the Mr. Joseph Hunter, Tamdot Homecare of Harrisburg, Inc" 1011
SMIGEL, Al~ERSON & SACKS
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Market Street, Lemoyne, Pennsylvania 17043, by V,S. Mail, on
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By:
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y:.ztce~( /(jJ1''''1f()
LeRoy Smigel, Esquire
ID# 09617
2917 North Front Street
Harrisburg, PA 17110-1223
(717) 234-2401
Attorneys for petitioner
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June 29, 1998, a true and correct copy of which (together with the
verified Power of At torney aigned by Petitioner required oy 51508) , is
attached hereto as Exhibit IIA" and incorporated by reference.
5. By letter dated July 20, 1998, a copy of which is attached
hereto as Exhibit "B" and incorporated by reference, Respondent, by
and through its President, Joseph Hunter, failed to assimilate and/or
produce for inspection and examination all of the requested corporate
books and records specifically set out in the June 29, 1998 letter
from petitioner to Respondent,
6. On or about August 5, 1998, Petitioner, by and through
Petitioner's attorneys had access to, and inspected, only a portion of
the requested records, as more specifically set out in a letter dated
August 6, 1998, a true and correct copy of which is attached hereto as
Exhibit "C" and incorporated by reference,
7. By letter dated August 11, 1998, a copy of which is attached
hereto as Exhibit "Dn and incorporated by reference, Petitioner, by
and through Petitioner's attorneys, again requested access to
Respondent's corporate books, corporate records, share register and/or
share certificates,
8. Respondent, by letter dated August 24, 1998, a copy of which
is attached hereto as Exhibit "E" and incorporated by reference,
failed to assimilate and/or provide access to the requested corporate
books, corporate records, share register and/or share certificates.
9. Petitioner's request to inspect and examine the corporate
books, records, and/or documents of Respondent is proper within the
- 2 -
meaning of the Business Corporation Law as such request is reasonably
related to Petitioner's interest as a shareholder,
10. The purposes of Petitioner's request to inspect and examine
the corporate records of Respondent include, but are not limited to,
the fo11o';,/ing:
A.
Determining the number and value of Petitioner's
shares;
B.
Ascertaining whether the business of the
corporation has been and is being properly managed since the
death of Todd Shear, a former shareholder.
c. Determining whether the expenditures of the
Respondent since 1993 have been authorized, appropriate and
in the best interest of the corporation; and
D. Determining the propriety of instituting a lawsuit
on behalf of the Respondent against Joseph Hunter in his
capacity as President of the corporation.
11. When a shareholder seeking inspection of the share register
or list of shareholders of the corporation has complied with the
provisions of ~1508 of the Business Corporation Law of 1988 regarding
the form and manner of making demand for inspection, that section
provides that it is the burden of the corporation to show that the
inspection is sought for an improper purpose.
12. petitioner has complied with all requirements of ~1508 of
the Business Corporation Law of 1988 respecting the form and manner of
making demand for inspection and examination of not only the share
register, but any and all books, corporate records and documents of
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RMlfn:L. ANl>J~U~;O:-': ,~ SACHS
ATTORNEYS AT LAW
L....Oy lJ04I0[L
C UC .4.NOC"ION
IlVA.'" I. IACKI
..IOMp.( W. '''OMM[III
...oa[~H I O"AMICO
ANN V LeVIN
~t"'THC" D, ROTCR
["Ie M. MO""I'Oti
lOll NO,.t.. r"O~' 5'"[I:T
HARRI~DURO. PENNSYLVANIA 17110.1223
0171234'2'401
'.....'7.'.')4.'811
'IL[ NO
5178-1-2
June 29, 1998
Tamdot Homccarc of Harrisburg, Inc.
Attn: Joseph Hunter
1011 Markct Strcet
Lemoync, PA 17043
Re: Demand for Inspection
Dear Mr. Hunter:
On behalf of Lois Shear, a shareholder in Tamdot Homecare of Harrisburg, Inc, (the
"Corporation") the undersigned, pursuant to Scction 1508(b) of the Business Corporation Law
of 1988, as amended, (the "Business Corporation Law") hereby makes demand upon the
Corporation to produce for examination and inspection the share register, books and records
of account, and records of the proceedings of the incorporators, shareholders and directors in
order that they may be copied or extracts taken therefrom, Enclosed with this demand is a
power of attorney verified by the shareholder authorizing both the undersigned counsel to act
on the shareholder's behalf in this matter,
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Specifically, the shareholder demands that the Corporation immediately allow her or
her designees full access to the following documents in the possession or under control of the
Corporation, its directors, officers, employees and professional advisors, including its
attorney(s) and accountant(s):
1. Records of any kind including contracts, bills of sale, receipts, accounts
receivable or payable, invoices or purchase orders relating to the sale or
purchase of corporate assets in any fonn, and occurring at any time from 1993
to the present;
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2, Records of any kind evidencing corporate ownership in any real estat~ from
1993 to the prcsent;
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3, Records of real estate appraisals on corporate land, buildings and plant facilities
from 1993 to the present;
EXHIRIT
A
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LIMITED POWER OF A'n'ORl'\EY FonJNSPECTION
J, Lois Shear, of ~ Il,,/~ County, Florida; a shareholder owning fifty percent (50%) of
the stock in Tamdot Homecare of Harrisburg, Inc. (the "Corporation"), appoint LeRoy Smigel,
Esquire, Harrisburg, Pennsylvania, with full power to act individually and separalely as my agent
("my agent"), each with full power of substitutior., for me and in rny namc, to examine thc books and
records of the Corporation as more fully described in a demand letter address cd to the Corporation
.a"d J"-c "'i 1998 --d -1'---. ")' LeR-y '"mi.'." "'sq.J:-- .. -.-.. -f ""'J'ch 1'. ana-h" ~-_.,. "nd
\.I ~\.o ....1 L.!.-' Co.al,;) &I....U U J. \,. ,.)1 I 0'....1, L ""'t (.l \,......PJ v . U .;) \,. 1,..\.1 .11.........U I.u
incorporated herein by reference, as I might do if personally present.
.. This Power of Attorney shall becomc cffective immcdiately and shall not be affected by my
subsequent disability or incapacity. All acts done by my agent pursuant to this power during any
period of rny disability or incapacity shall have thc same effect and inure to my bencfit and bind me
and my successors in interest as if I wcre competent and no disabled.
Questions pertaining to the validity, construction and powers created under this instrument
shall be determined in accordance with the laws of the Commonwealth of Pennsylvania.
I have signed this Lirnited Power of Attorney this
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day of ~
1998,
ot'~ ~
Lois Shear
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VERIFICATION
I, d.......:. ~ , aver that the allegations contained in the foregoing Limited
Power of Attorney are true and correct to the best of my knowledge, information and belief; and that
the statements in said Limited Power of Attorney are subject to the penalties of 18 Pa, COliS, Stat.
Ann. ~4904 relating to unsworn falsification to authorities,
Verified this
/
day of
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,1998.
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Lois Shear
.... .
'rAM~ )o'r I-IOMI~C,-\.RE
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'011 MAnKET STm:r: T, Lf.MOYNE, PA Hon
1 ELEPtlONE (7171 737,5581
July 20, 1998
Mr. T.eroy Sl11igel,
Dear Mr. Smigel,
I am in receipt of your letter dated June 29, 1998, received
July 16, 1998 Re Mrs. hois Shear.
Rocords of Tamdot Homccare will certainly be made available
to you to review ,for Mrs. Shear. I will be in contact
with you as soon as the requested documents arc cOl11plete
an~ ~ssimilatcd.
Tamdots general ledger is kept by Stat Medical Billing
Service and our accounting firm is Kurt" Mcnaney & Co.
both of Readirig.
Mr~Pa~ Sarvas is the contact person at Stat (1-800-682-8481)
and Mr. Don Pot tiger is the CPA with whom we work at
Kurtz Mcnaney~ phone 1-610-374-4806. Contacting either or both
of these individualswill verify that we arc collecting the
reQuested dat~.
Sincerely,,,, \ "d ,,_
?}6-~ \-.}-~Vl.,:A;:
:--- J6seph H. lluntor
EXHIBit
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TAMDOT HOMECARE
1011 MARKET STREET. LEMOYNE, PA 17043
TELEPHONE (717) 737.5584
.
Mr. Leroy Smigel
Smigel, Anderson & Sacks
2917 North Front St.
Harrisburg, Pa. 17110-1223
August 24, 1998
Dear Mr. Smigel,
Just a small progress report.
Honestly I am not stalling or ignoring your requests.
Believe me I want to get this behind us as much as you do.
We have identified problems I did not know I had with
the bookeeping. Kurtz McNaney ( Don Pottigerl is working
on Tamdots financials as quickly as possible.
Please feel free to contact Don to add credibality to
what I am telling you and possibly a better time line
than I am able to provide.
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Respectfully Submitted,
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EXHIRlT
E"
~iUV (I G IrJ%tI
LOIS SHEAR,
PETITIONER
III TilE COURT OF COl1110H PLEAS
OF CU1111EHl.!,HlJ COU1JTY, PENNSYLVANIA
HO, 7~ c..)'(, (~~
"
v.
TAMDOT HOMECARE OF
HARRISBURG, INC.,
RESPONDENT
CIVIL ACTION - LAW
ORDER
AND NOW, this
day of
, 1998, IT IS
HEREBY ORDERED and DECREED that the Petition to Compel Inspection of
Corporate Records is hereby GRANTED. Respondent, Tamdot Homecare of
Harrisburg, Inc" is directed, within ten (10) days of this Order, to
provide Petitioner and/or her duly authorized representatives Qr
agents, during normal business hours of 9:00 a,m, to 5:00 p,m" to
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inspect any and all records and/or documents of the respective
corporations and to make copies of extracts therefrom, if requested,
or suffer appropriate sanctions,
It is further ordered that Respondent pay to Petitioner the sum
of Two Thousand Five Hundred Dollars ($2,500.00) for counsel fees,
costs and expenses,
BY THE COURT:
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LOIS SIIEAR,
Plaintiff
IN TilE COURT OF COMMON I'I.I~AS OF
CUMBERLAND COlJNTY,I'FNNSYLVANIA
v,
CIVIL ACTION - LA W
T AMDOT IIOMECARE OF
HARRISBURG, INC"
Dcfcndant
NO, lJ!!.(,21J7 CIVIL TERM
UlillER OF (OURT
AND NOW, this \ i\ l day Ill' NlI\'clllbcr, II)I)!!, IIpllll clInsideration of Plaintiffs
Pctition to Compcllnspedion or ('orpllrillC Ih'l'onls and/or Documcnts, a Rulc is hcrcby
issucd upon Dcfendallt \0 show callsc why thc rclil'l'rc'luc~;ted should not bc grantcd.
RULE RETURNAIILE wilhin 20 days or scrvice,
II Y TIII~ ('()[ Jln,
& ' / /
__~..v(...? /
J, 'if :Iey Oler, Jr"
~CRO Smigel, Esq,
2 North Front Strcct
Harrisburg, I' A 17110.1223
Attorney for I'lainti ff
Tamdot Homecarc of
Harrisburg, Inc.
1011 Market Street
Lcmoync, PA 17043
Dcfcndant, Pro Sc
TRUE COPY FROM RECORD
In T~slil11~I1Y w~nrof, I here unto set my hand
and Ihe seal of said Court at Carlisle, Pa,
Thls..I..~,:!'.':day of.::n!':~"::-",, 19,~~..
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_jjl er .JflIl'Q'" ,""",\ ~" .1'''1 ..~, tollowlng services (lor..1'1
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W.. . f:r";~"'fl"'v'" 11,.( Il'llt 1l"'I"('~r.,,,' f,n 11'1' I"""l'<l'!" 1,1'ln"" 1I,l! ll'l't!o IlIJI"f\llllr 2. 0 Restricted Delivery
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'Itd,....""1 onsult postmaslcr or ee.
"3 Arllc!ll All\JlfI'i!,mlln . 4iJ_ ArtlClo Number
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B. Ad'jressee s Address (Only " reque~ted
and fee is paid)
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""" ".B."" Oomeslic Relurn Receipt
EXHIBIT "A"
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5178.1. 2/Certl r lcllIte/t/".M/(.;(' ~ U. './ 'Ie
LOIS SHEAR,
PETITIONER
IN THE COURT OF COMMON PLEAS
OF CU:~BERLAND COUNTY, PENNSYLVANIA
v,
NO, 98-6297 Civil
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TAMDOT HOMECARE OF
HARRISBURG, INC.,
RESPONDENT
CIVIL ACTION - LAW
CERTIFICATE OF SERVICE
: 1
(:-. :.
I, Eric M. Morrison, Esquire, hereby certify that a true and
correct copy of the foregoing petition to Compel Inspection of
Corporate Records and/or Documents, along with Order of Court dated
November 12, 1998 for Rule Returnable within twenty (20) days was
served upon the Mr. Joseph Hunter, Tamdot Homecare of Harrisburg,
Inc. by Certified Mail, Return Receipt Requested, on November 21,
1998 as evidenced by the Return Receipt Card attached hereto as
Exhibit "A",
SMIGEL, ANDERSON & SACKS
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By:
/'--
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squire
M. Mor
ID# 80235
2917 North Front Street
Harrisburg, PA 17110-1223
(717) 234-2401
ATTORNEYS FOR PETITIONER
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response thereto. it is hcrcby ordered this _ day or
. 1999 that said objections
l.OIS SIIEAR
PClitioncr
IN Till, COIIIU OF COMfo.HlN PJ.h\S
('II~ll1"'(J,ANI> COIINTY,PA
v.
NO. 'lX.6297
TAMDOT IIOMECARE OF
HARRISBURG. INC..
Rcspondcnt
CIVil ACTION. l.A \\'
.~---~-~--_..._~~------- -----.-------- -.. -_.._--------
ORDER
Having considcrcd the objections madc by Tamdotllol11ccarc or llarrisburg. Inc, and
arc sustaincd and that the subpocnas which Pctitioncr proposcs arc hcrcby quashcd.
BY THE COURT:
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appear and leslify on April "X, 11'1)') and ,\pril "1, Il)I)I}, respeetivcly,
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5, ()ralteslilllony is nl'lperrnillcd pursuilnt II' I' I'.S,^, ~ 150X,
6. Subpoenas issued pursuilnt 10I'a,IU',I'. -IIJIlI),"I arc only li,r produelion of
doculllcnts and things, and nollor oralteslimony. Therell.r<:. the allaehed subpoenas arc not
proper f(lr the purpose of producing dOClllllenls and things under l'iI, R.CI'. -IO(J9,2I,
,.
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OB,JECTION #2. INSUFFICIENT TIME FOR COMPLIANCE
6, Alternatively, the subpoenas attached hereto do not provide a reasonable time for
compliance,
7. Thc subpoenas attached hereto may be served as early as April 22. 1999.
8. April 28. 1999 for Mr, I Iuntcr and April 23, !999 arc the respective times for
compliancc listed by Petitioner on the attached subpoenas.
9. Pursuant to Pa, R.C.p. 4009,23, the person to be scrvcd with the subpoena shall
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have twenty days to rcspond aftcr service of the subpocna,
10. Petitioncr has grantcd Mr. Pottingcr and Mr. Huntcr one day and six days,
respectively, to comply with the rcquircments of each subpoena.
11. This is an inadcquate time for compliance under Pa. R.C.p. 4009.23.
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OBJECTION #3 - DUPLICATIVE, BUnDENSOME nEQUEST
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Pctitioncr has initiated a scparatc action in this court under docket number 99-
2
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I... The !;ndl"(, c~'.'r~.1::",lt"f; 1:':!all.:.:d ~,() tL,. :':"n',':.aldf.:'nJ;
i~. Th.' ('()~'i;'..T.ltl'--:;';; ::;,::C':i'.'~' 'l'ct>: IU~lun::l fXZ):i; 1'-jr.J7 to ~he
pn':;..nt
C. TIl',' C ):p.,;Lil :_::j':; ;:L,l:'i' l-(.~tlnt('r ~;hc).....:nJ .....he) the
uh.:n:L'hcJ: de 1'D ot t h,..:' CoqJCJ!'d t. : 011 a re: and th',: i r l:L'~;pL.ct 1 ve
inte1'cuts in the Co1'poratlOtl;
D. The corporation's records showing fnatter, activities
and decisions of the Corporation from 1993 to the date of review;
E. The Corporation's records showing dividends declared or
paid from ]993 to the present;
F. The Corporation's records showing loans or advances by
the Corporation to any shareholder, officer, director or any
affiliated company and any repayment schedules;
G. The Corporation's records showing remuneration, of any
kind, paid to officers, directors, employees anj/or consultants;
H. The Corporation's financial statements, in final form,
from 1996 to the present;
I, A detailed current aged accounts receivable report of
the Corporation showing the names of each account and the amount
that remains uncollected;
J. The Corporation's invoices and/or purchase orders
relating to the sale and purchase of corporate assets from 1993
to the present; and
K. The Corporation's books and records generally,
L. The March 7, 1991 Stock Redemption and Purchase
Agreement,
M. The fully executed Note for $40,892.00,
LOIS SIIEAR,
:N TilE COURT OF COr~t~DN "LEN;
CUr~BERI.l\ND COUNTY, PENNSYLVAJII1,
i'l d J I j t 11 ~
v.
No, 99-1899 CIVIL
JOSEPH HUNTER 'lI~d
TAMDOT HOMECARE OF
HARRISBURG, INC,
DefendantB
CIVIL ACTION - LAvl
NOTICE OF INTENT TO SERVE SUBPOENA TO PRODUCE
DOCUMENTS AND THINGS FOR DISCOVERY
PURSUANT TO RULE 4009.21
Lois Shear intends to serve a Subpoena identical to the one
that is attached to this Notice. You have twenty (20) days from
the date listed below in which to file of record and serve upon the
undersigned an objection to the Subpoena. If no objection is made
the Subpoena may be served.
SMIGEL, ANDERSON & SACKS
Date:
4 f d q~
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LeRoy m1ge, squ1re
1. D, No. 09617
2917 North Front Street
Harrisburg, PA 17110-1223
(717) 234-2401
By:
ATTORNEYS FOR PLAINTIFF
r,
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF CUMBERLAND
LOIS SHEAR
petitioner
vs.
~~!jl !meRR'f10F HARRISBURG, INC.
Respondent
File No, Wl_l Rnn ri vi 1
SUBPOENA TO ATTEND AND TESTIFY
TO: Donald pottinqer, CPA
KUR'rl, McNALLEY & COMPANY
."n "'O"~"'9 1\"nr"10
Reading, PA 19601
1. You are ordered by the court to come to the law offices of Smiqel , Anderson & Sacks ,
2917 North Front Street
at Harrisburq
at 10:00
(Specify courtroom or other place)
Dauphin County, Pennsylvania, on April 23, 1999
o'clock, A M., to testify on behalf of
in the above case, and to remain until excused.
2, And bring with you the following: C:;pp ~tt-~...hprl 1 i ,,~
If you fail to attend or to produce the documents or things required by this subpoena, you may be subject to
the sanctions authorized by Rule 234,5 of the Pennsylvania Rules of Civil Procedure, including but not
limited to costs, attorney fees and imprisonment.
REQUESTED BY A PARTY/ATTORNEY IN COMPLIANCE WITH Pa. R. C. P. No, 234.2(a):
Name: LeRoY Smigel, Esquire
Address: 2917 North Front Street
Harrisburq, PA 17110
Telephone: (717) 7.34-2401
Supreme CourtlD # 09617
BY THE COURT:
Prothonotary/Clerk, Civil Division
Date:
Seal ollhe Court
Deputy
Official Note: This form of subpoena shall be used whenever a subpoena is issuable, including hearings in
connection with depositions and before arbitrators, masters, commissioners, etc, in compliance with Pa, R. C,
p, No, 234,1. If a subpoena for a production of docum3nts, records or things is desired, complete paragraph
2,
(Eft,7/97)
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A. Th(: nh<tl(' n..:~ ;!l~-'.:.tt"'f) lS~,U(.::d ~O th(! ohare:holdersi
B. T:K' COq)C)l.,\t :C,Zl'!: Income Tax HeturnLl from 1997 to the
present:
c. Th(' COrpOl"dt led)'!l ohClre regist(.:r nhowing who the
shareholders of the Co:.pora: ion are ilnd thei r respective
interests in the Corpor3tion;
D, The Corporation's records showing matter, activities
and decisions of the Corporation from 1993 to the date of review;
E, The Corporation's records showing dividends declared or
paid from 1993 to the present;
F. The Corporation's records showing loans or advances by
the Corporation to any shareholder, officer, director or any
affiliated company and any repayment schedules;
G, The Corporation's records showing remuneration, of any
k~nd, paid to officers, directors, employees and/or consultants;
H, The Corporation's financial statements, in final form,
from 1996 to the present;
I. A detailed current aged accounts receivable report of
the Corporation showing the names of each account and the amount
that remains uncollected;
J. The Corporation's invoices and/or purchase orders
relating to the sale and purchase of corporate assets from 1993
to the present; and
K. The Corporation's books and records generally,
L, The March 7, 1991 Stock Redemption and Purchase
Agreement,
M. The fully executed Note for $40,892,00.
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pursuallt lu tilt: slIhpOl'llas. f{L'SPtllllklll Lllh:d 1111'1\1\llh.'tll\.' 11)I)S and I')i)t) illnllllL' 1;1\
statcmcnts Illr Tallldol IloIllC ('arc "I' I 1;111 ishrll,~, Illc.. as II ell as alllinand;d stakmcnts ",r thc
al()I\.'Jlh.'llliollL:d years.
H, By ktlcr dakd \Ia; 1.1. I 'J'J'J. al."I'; or \\ hich is allachcd hcrclo as "xhihit "10"
and incorpor;rlcd hy rcll:rcllcc, RcslHnllkll1 ,Iak'd to ,\tlOnlcy LcRoy Smigclth;rtthc missing
,Iocumcnts \\'ould he prodllccd \\'ithill a IIl'l'k
'). By ktlcr dated (ktohcr 25, 1'1')'1. a wpy or which is atlached hcrcto as Exhihil
"F" and incorporated by n:I~I"t..'Ilc.:L'. ..\ttOl"l\l..:Y (iruhh. I\.'sponding to Pl.'titiollcr's lel":r of
Octohcr 12. I')')'). statcllthat Petitioncr \\'"uld hil\c thc linallcials shortly.
10, By lettcr daled Nll\.cmhlT I. ! ')t),). a copy or which is atlachcd hcrclo as Exhihil
"G" and incOll1oratcd by rcrcrcncc, t\tlonley Morrison again reqlleslcd incomc lax rcturns and
updatcd corporate linancial rcports rrom Atlonlcy Grubb.
II. PClitioncr's rcqucst to inspcct and cxaminc thc COrpllralC books. records, and/or
documents or Respondent is propcr \\'ithinlhe meaning or the Business Corporal ion Law as such
rcqucst is reasonably relatcd to Pctitioner's inlerest as a shareholder,
12. The purposes or Petitioncr's requcstlo inspect and examine the corporate records
of Respondem include. but arc notlimitcd to, the lallowing:
a. Detcrmining the numbcr and value or Pctitioner's sharcs,
b. Asccrtainiug \\'hethcr the business or the corporation has bccn and is being
properly managed since thc death or Todd Shear. a former shareholder,
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LOIS SIIEAR
Peliliuner
1:\ TilE ('(l!:ln OF (,O:\I:\IO:" PLEAS
('l',\IIlEIH..\:\1> ('ou:\n', PEi":"SYI.\'Ai"L\
Y.
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TAMIlOT 1I0:\IE ('ARE OF
IIARRlSBURG, Ji"C'.
Respuudenl
('1\'11. TEIOI
CERTI FICATE OF SERVICE
I. LeRoy Smigel. Esquire, hereby eertily thai a lrue and eorrecl copy of the IlJregoing
Petition to Compel Production or Documenls and Thiugs was served upon thc following as
addrcsscd below by depositing the sanle in the Unilcd States :\Iail. lirst class. postage prepaid. al
; I "...--.. r I
Harrisburg, Pcnnsylvania on this_Ls,:_:__ day or!':::.'i~-'-: '''-_.2001:
Steven E, Grubb. Esq.
(joldberg. Katzman & Shipman. I'.c.
320 ivlarket Strect
1'.0. Box 12(,S
lIarrisburg.I'A 1710S-12(,S
Smigel. A~l(lers()n & f~s( ,
By: ~~
LcRoy Smigel. Esquire
1.0.# Ol)(,17
2917 North Front Strccl
Harrisburg, P A 1110
(717) 234-2401
Attorneys l'or Petitioner
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LOIS SHEAR,
PETITIONER
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
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TAMDOT HOMECARE OF
HARRISBURG, INC.,
RESPONDENT
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CIVIL ACTION - LAW
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PETITION TO COMPEL INSPECTION OF CORPORATE
RECORDS AND/OR DOCUMENTS
1. Petitioner, Lois G, Shear, is a citizen of the State of
Florida, residing at One North Breakers Row, Palm Beach, Florida,
33480.
2. Respondent, Tamdot Homecare of Harrisburg, Inc., is a
corporation organized and existing under the laws of the Commonwealth
of Pennsylvania, with its principal place of business at 1011 Market
Street, Lemoyne, Pennsylvania, 17043.
3. Petitioner believes she is the owner of fifty percent (50%)
of the common stock of Respondent, Tamdot Homecare of Harrisburg,
Inc., but Respondent, by and through its President, Joseph Hunter,
claims that petitioner owns less than fifty percent (50%) of
Respondent.
4. Petitioner, by and through Petitioner's attorneys, Smigel,
Anderson & Sacks, in accordance with and pursuant to ~1508 of the
Business Corporation Law of 1988, made a written request upon
Respondent to produce for inspection and examination its corporate
books and records, as more specifically set out in a letter dated
EXHIBIT
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June 29, 1998, a true and correct copy of which (together with the
verified Power of Attorney signed by Petitioner required by 51508), is
attached hereto as Exhibit "A" and incorporated by reference.
5. By letter dated July 20, 1998, a copy of which i~ dttached
hereto as Exhibit "B" and incorporated by reference, Respondent, by
and through its President, Joseph Hunter, failed to assimilate and/or
produce for inspection and examination all of the requested corporate
books and records specifically set out in the June 29, 1998 letter
from petitioner to Respondent,
6. On or about August 5, 1998, Petitioner, by and through
Petitioner's attorneys had access to, and inspected, only a portion of
the requested records, as more specifically set out in a letter dated
August 6, 1998, a true and correct copy of which is attached hereto as
Exhibit "C" and incorporated by reference.
7. By letter dated August 11, 1998, a copy of which is attached
hereto as Exhibit "D" and incorporated by reference, Petitioner, by
and through Petitioner's attorneys, again requested access to
Respondent's corporate books, corporate records, share register and/or
share certificates,
8. Respondent, by letter dated August 24, 1998, a copy of which
is attached hereto as Exhibit "E" and incorporated by reference,
failed to assimilate and/or provide access to the requested corporate
books, corporate records, share register and/or share certificates.
9. Petitioner's request to inspect and examine the corporate
books, records, and/or documents of Respondent is proper within the
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meaning of the Business Corporation Law as such request is reasonably
related to Petitioner's interest as a shareholder.
10. The purposes of Petitioner's request to inspect and examine
the corporate records of Respondent include, but are not limited to,
the following:
A. Determining the number and value of Petitioner's
shares;
B. Ascertaining whether the business of the
corporation has been and is being properly managed since the
death of Todd Shear, a former shareholder.
C. Determining whether the expenditures of the
Respondent since 1993 have been authorized, appropriate and
in the best interest of the corporation; and
D. Determining the propriety of instituting a lawsuit
on behalf of the Respondent against Joseph Hunter in his
capacity as President of the corporation,
11. When a shareholder seeking inspection of the share register
or list of shareholders of the corporation has complied with the
provisions of ~1508 of the Business Corporation Law of 1988 regarding
the form and manner of making demand for inspection, that section
provides that it is the burden of the corporation to show that the
inspection is sought for an improper purpose.
12. Petitioner has complied with all requirements of ~1508 of
the Business Corporation Law of 1988 respecting the form and manner of
making demand for inspection and examination of not only the share
register, but any and all books, corporate records and documents of
- 3 -
Respondent, and the inspection sought by Petitioner is for a proper
purpose.
13. Respondent has failed to show and is unable to show that
Petitioner's request for inspection and examination of the share
register or list of shareholders, as well as all books, corporate
records and documents is for an improper purpose.
14. petitioner has incurred the sum of Five Thousand Dollars
($5,000.00) as counsel fees, costs and expenses in connection with her
efforts to obtain the requested information to which she is legally
entitled.
WHEREFORE, Petitioner, Lois G. Shear, respectfully requests that
the Court enter an Order permitting her to inspect, examine, and copy,
if necessary, the books, corporate records and documents of
Respondent, Tamdot Homecare of Harrisburg, Inc" within ten (10) days
of the date of the Order. And further, that Respondent pay the sum of
Two Thousand Five Hundred Dollars ($2,500.00) for counsel fees, costs
and expenses,
SMIGEL, ANDERSON & SACKS
Date: October~, 1998
By:
LeRoy Sm el, Esquire ID #09617
2917 North Front Street
Harrisburg, PA 17110-1223
(717) 234-2401
Attorneys for Petitioner
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VERIFICATION
I, Lois G, Shc.:lr, verify that the ut.:ltemcnts contained in
the foregoing Petition to Compel Inspection of Corporate Records
and/or Documents are true and correct to the best of my knowledge,
information and belief, I understand that false statements therein
are made subjpct: to the pen'llti",,,, of 18 Pa,C.~. ~';:;G.J, Lela~ing to
unsworn falsification to authorities.
Date:
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LOIS ~SHEAR, Petitioner
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FILE COpy
SMIGF.r.. ANDERSON & SACJ{S
ATTORNEYS AT LAW
LeROY .MIOCt.
C, Lec ANDeRSON
5TUART 5. SACKS
JOHN W. 'ROMMeR
,JosePH 8, D'AMICO
ANN V LeVIN
HeATHeR D. ROYCR
CRIC M. MORRISON
2017 NO"'H r'-O"4T STAceT
HARRISBURG, PENNSYLVANIA 17110.1223
11171 234-2401
'AX m71 2)4.3<<511
rn.c NO.
5178.1.2
;1
June 29, 1998
Tamdot Homecare of Harrisburg, Inc,
Attn: Joseph Hunter
10 II Market Street
Lemoyne, PA 17043
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Re: Demand for Inspection
Dear Mr. Hunter:
On behalf of Lois Shear, a shareholdcr in Tamdot Homecare of Harrisburg, Inc, (the
"Corporation") the undersigned, pursuant to Section 1508(b) of the Business Corporation Law
of 1988, as amended, (the "Business Corporation Law") hereby rnakes demand upon the
Corporation to produce for examination and inspection the share register, books and records
of account, and records of the proceedings of the incorporators, shareholders and directors in
order that they may be copied or extracts taken therefrom. Enclosed with this dernand is a
power of attorney verified by the shareholder authorizing both the undersigned counsel to act
on the shareholder's behalf in this matter,
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Specifically, the shareholder demands that the Corporation immediately allow her or
her designees full access to the following documents in the possession or under control of the
Corporation, its directors, officers, employees and professional advisors, including its
attorney(s) and accountant(s):
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I, Records of any kind including contracts, bills of sale, receipts, accounts
receivable or payable, invoices or purchase orders relating to the sale or
purchase of corporate assets in any form, and occurring at any time from 1993
to the present;
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2,. Records of any kind evidencing corporate ownership in any real estate from
1993 to the present;
3. Records of real estate appraisals on corporate land, buildings and plant facilities
from 1993 to the present;
EXHIRIT
A
Page 2
June 29, 1998
4, Records showing dividends declared or paid from 1993 to the present;
5, Records showing loans, or advances by the Corporation to MY shareholder,
officer, director or affilialed company and any repayment schedules;
6, Records showing salaries of all officers, directors, employees and consultants
from 1993 to the prescnt;
7. Records showing bonuses paid to all officers, directors, employees and
consultants from 1993 to the present;
8, Records showing pension contributions made by or on behalf of all officers,
directors, employees and consultants from 1993 to the present;
9, Records showing any other remuneration paid to all officers, directors,
employees and consultants, from 1993 to the present; including reimbursement
for expenses of an) kind;
10, Records showing maller, activitics and decisions of the Corporation from 1993
to the date of review;
11. Corporate income tax rcturns for tax years 1993 to the present.
The shareholder's requests are proper within the meaning of the Business Corporation
Law where she requires such records for the following purposes, all of which are reasonably
related to her interests as a shareholder in the Corporation:
a, To determine the value of her shares in the Corporation;
b, To ascertain whether the busincss of the Corporation has and is being properly
rnanaged;
c, To determine whether the expenditures of the Corporation since 1993 have
been in the best interests of the Corporation; and
d, To determine the propriety of instituting a lawsuit on behalf of the Corporation
,or the shareholder against Joscph Hunter in his capacity as President of the
Corporation,
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LIMITED POWER OF ATTORNEY FOR INSPECTION
I, Lois Shear, of ~ &"1_ County, Florida; a shareholder ov.ning fifty pcrcent (50%) of
the stock in Tarndot Homecare of Harrisburg, Inc, (the "Corporation"), appoint LeRoy Smigel,
Esquire, Harrisburg, Pennsylvania, with full power to act individually and separately as my agent
("my agent"), each with full power of substitution, for me and in my name, to examine the books and
records of the Corporation as more fully described in a demand letter addressed to the Corporation
datcd Junc 2:L, 1998 a.,d signcd by LcR"l Smi3~l, Esq'Jirc, a copy of ',\'hich is attach~d h~rc:o a.,d
incorporated herein by reference, as I might do if personally present. .
This Power of Attorney shall become effective immediately and shall not be affected by my
subsequent disability or incapacity, All acts done by my agent pursuant to this power during any
period of my disability or incapacity shall have the same effect and inure to my bcnefit and bind rne
and my successors in interest as if I wcre cornpetent and no disabled,
Questions pertaining to the validity, construction and powers created under this instrument
shall be determined in accordance with the laws of the Commonwealth of Pennsylvania.
I have signed this Limited Power of Attorney this I day of C\..~
1998. ~
or~~
Lois Shear
VERIFICATION
I, c:(.. -:. ~ , aver that the allegations contained in the foregoing Limited
Power of Attorney are true and correct to the best of my knowledge, information and belief; and that
the statements in said Limited Power of Attorney are subject to the penalties of 18 Pa. Cons, Stat.
Ann, 94904 relating to unsworn falsification to authorities,
Verified this
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day of
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LOIS Shear
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1011 MARKur STflH.r,lf.MOYNE, PA 170~3
, hl:PIIONI: (7'71737'556~
July 20, 1996
Hr. l,eroy Smigel,
Dear Hr. Smigol,
I am in receipt of your letter dated June 29, '998, received
July '6, 1998 Re Mrs. ~oi5 Shear.
ROC01'ds of 'l'amclot Homecal'e will certainly be made availahle
to you to review for Mrs. Shear. I will be 1n contact
with you as soon 'a~ the requested documents arc complete
and ~ssimilatcd.
'!'amdots yeneral ledger is kept by Stat Medical Billing
Sc'Cvice and our l\ccounting firm is Kurtz Mcnaney & Co.
both of Readiilg.
Hr&Pa~ Sarvas is the contact person at Stat (1_800_682_84811
and Mr. Don Pot tiger is the CPA with whom we work at
Kurtz Mcnaney. phone 1-6'0-374-4806. Contacting either or both
of these indi~idualswill verify that we arc collecting the
reQuested dat~.
sincerely,...... \ ~.._
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:~""""J6Seph H. tluntor
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ATTORNE:Y!l AT LAW
FilE COpy
LC"OY IJolIOt..
C,LUAt>lOCAIoON
5TU""T '0 ,"'CI(.
JOHN W. "'0"''''[''
JOlt'" I. O''''frolICO
ANN V. LtV'N
Ht"THC't D. "OyeR
CRtC M. ,",0""'10'"
2017 No"'.. rIlllO"-,, 5Th((,.
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HARRISBURO, PENNSYLVANIA 17110.1223
17171 l)4,Z401
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S 178.1.2
August 6, 1998
Tamdot Homecare of Harrisburg, Inc,
Attn: Joseph Hunter
1011 Market Street
Lemoyne, PA 17043
Re: Corporale Rccords
Dear Mr, Huntcr:
Thank you for taking the time out of your day to meet with Eric Morrison and me on
August 5, 1998, I appreciate your cooperation in providing rne with Tamdot Homecare, Inc,
payroll summaries from 1996 to the present, 1993 corporate tax returns, financial statements
from 1993 to 1995, an accounts receivable sununary sheet as of May 31,1998, along with a
1995 business valuation report prepared by Ross, Wendler & Steen, Inc., which is enclosed
with this letter, However, pursuant to my June 29, 1998 Dernand for Inspection letter, you
must, under Pennsylvania law, provide me access to financial stalerncnts for 1996 to the
present, a detailed current aged accounts receivable report which shows the name of each
account and the amount that remains uncollected, as well as other corporate records that Stat
Medical Billing Service and/or your accountant maintains on their respective premises,
You made representations at the August 5, 1998 meeting that Stat Medical Billing
Service was sending such records to you by the end of this week. Please contact rne or Eric
Morrison immediately once you receive such documents, Tirne is of the essence as my client
would like to resolve this rnatter in a most expeditious manner,
As previously discussed, we are contacting a business broker to begin evaluating
Tamdot Homecare, Inc, for a sale, We will contact you when we can arrange a time for such
an individual to survey the premises,
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EXHIBIT
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FilE COpy
S~lIOI".. ANP"llfiON & SACHS
ATTORNCY' AT LAW
'All 17171 Z'''.)811
2011 NONh4 rno"" STRttT
u"oy ....'otl.
C \,cC ANOt"'O'~
UU..."T .. IA.CKS
JO"'" W. '''O~MC''
J05C..H .. D'AMICO
",...N V. LeVIN
MtATlo4CfIl o. "o.,e..
C"le .... MORfIlllON
HARRISBURG, PtNNSYLVANIA 17110.1223
17171 Z34.Z401
'11..[ NO.
5178.1.2
August II, 1998
Tamdot Homecare of Harrisburg, Inc,
Attn: Joseph Hunter
1011 Market Street
Lemoyne, PA 17043
., Re:
Access to Corporate Books and Sharc Certi ficatcs
Dear Mr, Hunter:
In addition to the documcnts and records previously requested from you, in my June
29, 1998 letter, I am requesting that you providc me access to the corporate books of Tamdot
Homecare of Harrisburg, Inc. and, specifically, the corporate share certificates,
In order to avoid judicial recourse, you have until August 14, 1998, to cornply with
this and all previous requests.
Thank you for your attention to this matter,
v." 'roly yo",~
LeRoy Smi I
LRS:EMM:tkc
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1 II TilE COURT OF COtl,I1,ON PLEAS
C'::':!JErtUJm COUNTY. PENNSYl,VANIl,
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No, 98 - 62 97 CIVIL
':-;"':':20T HC:.;EC,"\EE OF
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CIVIL ACTION - LAW
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NOTICE OF INTENT TO SERVE SUBPOENA TO PRODUCE
DOCill1ENTS AND THINGS FOR DISCOYERY
PURSUANT TO RULE 4009.21
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~8is S!:e3r l~:e~is :0 serve a Subpoena identical to the one
..'. :3 ~t:~c~ed :0 :~:3 ~crice, You have twenty (20) days from
:~~ i~=e :,steJ belcw :~ w~ich to file of record and serve upon the
c:".cc:.,,:::,:-..:-.: ,~ ~bJ0Ct:C~ t':> tlce: Subpoena. If no objection is made
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SMIGEL, ANDERSON & SACKS
LeRoy Smigel. Esquire
I. D. No. 09617
2917 North Front Street
Harrisburg, PA 17110-1223
(717) 234-2401
ATTORNEYS FOR PETITIONER
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EXHIRIT
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COMMONWEALTH OF PENNSYLVANIA
" COUNTY OF CUMBERLAND
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1.0 I S SJiE,'IR
Petitioner
vs.
File No. 9R-1i7'l7 t"TVTT,
TAMDOT HD.'lEC,'lRE OF HARRISBURG, INC.
Respondent
SUBPOENA TO AlTEND AND TESTIFY
TO:
Joseph Hunter
c/o Ronald M. Katzman, Esquire
3'O-~ ~~r~"~ ~~r~~
Harrisburq, PA 17101
1, You are ordered by lhe court to come to
2917 North Front Street.
the law offices of Smiqel, Anderson & Sacks.
at Hardsbu/."cr
at 2:00
(SpCClty courtroom or other place)
n""phi n County, Pennsylvania. on Aod 1 2R. 1999
o'clock, P. M" to testify on behalf of
in the above case, and 10 remain until excused,
2, And brmg with you the following: c;"" "H",.h."l 1 i ~~
If you fail 10 allend or to produce the documents or things required by this subpoena, you may be subject to
Ihe sanctions authorized by Rule 234.5 of the Pennsylvania Rules of Civil Procedure, including but not
limited to costs, allorney fees and imprisonment.
REOUESTED BY A PARTY/ATIORNEY IN COMPLIANCE WITH Pa. R. C. p, No. 234,2(a):
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Name:
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LeRov Smiael. ES~lirp
2917 North Front Street
Harrisburg, PA 17110
Telephone: (717) 234-2401
Supreme CourllD # 09617
Address:
BY TIiE COURT:
! ,
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Prothonotary/Clerk, Civil Division
.
Date:
....
Se 31 of the Court
Dep'lly
Official Note: This form of subpoena shall be used whenever a subpoena is issuable, including hearings in
connection with depositions and before arbitrators, masters, commissioners. ete, in compliance with Pa. R. C.
P. No, 234,1,11 a subpoena for a production of documents, records or things is desired. complete paragraph
2,
(EH.7/97)
sP'.I.ur!"~h) l.ut/l~hl. NI ,n ~~ ;...'"
II, The ohare certific,lte:; looued to the :Jlhll,:holdel'l;
o. rhe Corporiltlon':J Income Tax Return:; fr'~m 1~~'1 to tile
present;
C, The Corporation':1 ohilre regioter ohowing who tile
shareholders of the Corporation are and their re8~e~tlve
interests in the Corporation;
D. The Corporation's records showing matter, activities
and decisions of the Corporation from 1993 to the date of review;
E. The Corporation's records. showing dividends declared or
paid from 1993 to the present;
F, The Corporation's records showing loans or advances by
the Corporation to any shareholder, officer, director or any
affiliated company and any repayment schedules;
G, The Corporation's records showing remuneration, of any
kind, paid to officers, directors, employees and/or consultants;
H, The Corporation's financial statements, in final form,
from 1996 to the present;
I, A detailed current aged accounts receivable report of
the Corporation showing the names of each account and the amount
that remains uncollected;
J. The Corporation's invoices and/or purchase orders
relating to the sale and purchase of corporate assets from 1993
to the present; and
K, The Corporation's books and records generally.
L, The March 7, 1991 Stock Redemption and Purchase
Agreement,
M, The fully executed Note for $40,892,00,
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GOLDBERG, KATlMMI & SIIll'~IAS, P.c,
Ronald M. Kltlman, EsquIre. 1 D. 071 (;8
StC\'en E. Grubb, [squhC' .11> '7~Bn
^nomc)'1 ror OcfendAnlJ
J20 MllIl..c:1 Sllccl
p, O. Do. 1261
HllTisbur~ PA 17101.1261
(717) 234-4161
LOIS SHEAR
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PA
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Pctitioncr
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NO, 98.6297
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T AMDOT HOMECARE OF
HARRISBURG,INC"
Respondcnt
CIVIL ACTION - LA W
OBJECTION TO SUBPOENA PURSUANT TO RULE 4009.21
Tarndot Homecare of Harrisburg, Inc" (Tarn dot) objects to the proposed subpoenas that
are attached to these objections for the following reasons:
OBJECTION #1-UNA V AILABILITY OF ORAL TESTIMONY
() '..'"
I, The above.captioned mailer is an actiC'n whereby the petitioner soughtcouif,
sF:": ~3
intervention to inspect the corporate records of Tarndot. (: ':, : N
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2,
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Said request was made pursuant to 91508 of the Business Corporati,O?~;La'&Df
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1988 (15 P,S,A,),
-.
3, 91508 only permits a shareholder to request inspection of the records ofa
corporation, 91508 does not permit depositions or oral testimony in addition to the inspection of
the corporation's records,
4, The attached subpoenas, while styled "Subpoena to Produce Documents and
Things for Discovery" request that shareholder Joe Hunter and accountant Donald Pottinger
EXHIAlT
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appcar and testify on April 28, 1999 and April 23, 1999, rcspcclively.
5,
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Oral testimony is not pcmlittcd pursuant to 15 P,S,A, 91508,
6,
Subpoenas issued pursuant to Pa, R.C,P. 4009,21 arc only for production of
documents and things, and not for oral tcstimony. Therefore, thc attachcd subpoenas arc not
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proper for the purposc of producing documents and things under Pa, R,C,P, 4009,21.
OBJECTION #2 - INSUFFICIENT TIME FOR COMPLIAl""CE
6, Alternatively, the subpoenas attached hercto do not provide a reasonable time for
compliance,
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TIle subpoenas attachcd hcreto may be served as early as April 22, 1999.
8,
April 28, 1999 for Mr, Hunter and April 23, 1999 are the respective tirnes for
compliance listed by Petitioner on the attached subpoenas,
9, Pursuant to Pa, R,C.P, 4009.23, the person to be served with the subpoena shall
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have twenty days to respond after service of the subpoena.
10. Petitioner has granted Mr, Pottinger and Mr, Hunter one day and six days,
respectively, to comply with the requirements of each subpoena.
11. This is an inadequate time for compliance under Pa, R,C.P. 4009,23,
OBJECTION #3 - DUPLICATIVE, BURDENSOME REQUEST
12, Petitioner has initiated a separate action in this court under docket number 99-
2
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Steven E, Grubb
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CERTlFICA TE OF NON-CONCURRENCE
I ccrtify that on this 21" day of April, 1999,1 confcrrcd with counsel for Pctitioncr and
we were unablc to reach concurrence as to whether the attachcd subpoenas and section 1508 of
the Business Corporations Law of 1988 pcrmittcd oraltcstimony to by rendered in addition to the
production of corporate documcnts,
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COMMONWEALTH OF PENNSYLVANIA
COUNTY OF CUMBERLAND
LOIS SHEAR
Petitioner
vs.
File No. oA-1i2Q7 r'TVTT.
TAMDOT Ha-lECARE OF HARRISBURG, INC.
Respondent:
SUBPOENA TO ATTEND AND TESTIFY
TO:
Joseoh Hunter
c/o Ronald M. Katzman, Esquire
320-1' "'~rk,,~ C:~r""~
Harrisburq, PA 17101
1. You are ordered by the court to come to
2917 North Front Street,
the law offices of Smiqel, Anderson & Sacks,
at HardsburQ'
at 2:00
(Specify courtroom or other place)
n~lIpn;n County, Pennsylvania, on April 28, 1999
o'clock, p: M., to testify on behalf of
in the above case, and to remain until excused.
2. And bring with you the following: C:"p .H'....hpn 1 ; c:~
If you fail to attend or to produce the documents or things required by this subpoena, you may be subject to
the sanctions authorized by Rule 234.5 of the Pennsylvania Rules of Civil Procedure, including but not
limited 10 costs, attorney fees and imprisonment.
REQUESTED BY A PARTY/ATTORNEY IN COMPLIANCE WITH Pa. R. C. P. No. 234.2(a):
LeRov smiqel, F.5~l;rp
2917 North Front Street
Harrisburg, PA 17110
Teiephone: (717) 234-2401
Supreme Court ID II 09617
Name:
Address:
BY THE COURT:
Prothonotary/Clerk, Civil Division
Date:
Seal of the Court
Dep lty
Official Note: This form of subpoena shall be used whenever a subpoena is issuable, including hearings in
connection with depositions and before arbitrators. masters, commissioners, etc. in compliance with Pa. R. C.
P. No. 234.1. If a subpoena for a production of documents, records or things is desired, complete paragraph
2.
(Elf. 7/97)
517'.1-2!O&PO Li.t/EKH/cr. 04/~}199 10;28am
A. The share certificates issued to the shareholders;
B. The Corporation'S Income Tax Returns from 1997 to the
present;
C. The Corporation's share register showing who the
shareholders of the Corporation are and their respective
interests in the Corporation;
D. The Corporation'S records showing matter, activities
and decisions of the Corporation from 1993 to the date of review;
E. The Corporation's records..showing dividends declared or
paid from 1993 to the present;
F. The Corporation'S records showing loans or advances by
the Corporation to any shareholder, officer, director or any
affiliated company and any repayment schedules;
G. The Corporation'S records showing remuneration, of any
kind, paid to officers, directors, employees and/or consultants;
H. The corporation'S financial statements, in final form,
from 1996 to the present;
I. A detailed current aged accounts receivable report of
the corporation showing the names of each account and the amount
that remains uncollected;
J. The Corporation'S invoices and/or purchase orders
relating to the sale and purchase of corporate assets from 1993
to the present; and
K. The Corporation'S books and records generally.
L. The March 7, 1991 Stock Redemption and Purchase
Agreement.
M. The fully executed Note for $40,892.00.
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LOIS SHEAR,
Plaintiff
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
v.
No. 99-l899 CIVIL
JOSEPH HUNTER and
TAMDOT HOMECARE OF
HARRI SBURG, INC.
Defendants
CIVIL ACTION - LAW
NOTICE OF INTENT TO SERVE SUBPOENA TO PRODUCE
DOCUMENTS AND THINGS FOR DISCOVERY
PURSUANT TO RULE 4009. 21
Lois Shear intends to serve a Subpoena identical to the one
that is attached to this Notice. You have twenty (20) days from
the date listed below in which to file of record and serve upon the
undersigned an objection to the Subpoena. If no objection is made
the Subpoena may be served.
Date:
4(llql
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By:
SMIGEL, ANDERSON & SACKS
LeR'f:1:t &
I. D. No. 09617
2917 North Front Street
Harrisburg, PA 17110-1223
(717) 234-2401
ATTORNEYS FOR PLAINTIFF
517'.1.~/08po Lilt/tMH/crl C./~l/~~ 10 ;8~m
~
A. The share certificates issued to the shareholders;
B. The Corporation's Income Tax Returns from 1997 to the
present;
C. The Corporation's share register showing who the
shareholders of the Corporation are and their respective
interests in the Corporation;
D. The Corporation's records showing matter, activities
and decisions of the Corporation from 1993 to the date of review;
E. The Corporation's records. showing dividends declared or
paid from 1993 to the present;
F. The Corporation's records showing loans or advances by
the Corporation to any shareholder, officer, director or any
affiliated company and any repayment schedules;
G. The Corporation's records showing remuneration, of any
kind, paid to officers, directors, employees and/or consultants;
H. The Corporation's financial statements, in final form,
from 1996 to the present;
I. A detailed current aged accounts receivable report of
the Corporation showing the names of each account and the amount
that remains uncollected;
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J. The Corporation's invoices and/or purchase orders
relating to the sale and purchase of corporate assets from 1993
to the present; and
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K. The Corporation'S books and records generally.
L. The March 7, 1991 Stock Redemption and Purchase
Agreement.
M. The fully executed Note for $40,892.00.
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COWU.:IlG, K'\TZ~I'\S & SIIII'''^" I'.C.
"ONALO III l(AflMAH
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PAUl. J UPOSlTO
Nfl.. H[HOflllHQr
J JAY COOPU
lHOM.\S! M[~N[lIl
JOHN A IU.lU"
A,PAILL ar.II.AHQ.I(\J'....,.
QlJ'tH BROOfl.I
J["I:A~J IHlrMAH
JEIlR'!' J RUSSO
MlCmL J C~!'W
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ARHOLO I KOClArH
~AH J KLINf.1ll
JOHN OEl~r:NlO
ITMN [. ORUea
0WlA WOOllS>Ol!
JOHN" NINQ5j(y
J~OMAIl.);ln ~UkHr
STRAWll!lUIY 5(jlJAIl.H
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lIARRISBUR(1, rmmSYl\.'A1:I.... 1'1 ("_1 U..
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ARTHUR L OOl.06tRQ
.IOSHUAO lOCI(
HI.U'Il('NI! PI') :.\4-.4ltd
t'AX (1111:\4"..<,.
liAR"" II OOl..08HIO
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liT II' IIWWW o"'~d>^W C\'M
It[RSttCY OFFICE.
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CARllSlE OfFICE
111712'~'
YQRICOFFICE.
17111&4~7i12
May 13,1999
LeRoy Smigel, Esquire
Smigel, Anderson & Sacks
2917 North Front Street
Harrisburg, PA 17110-1223
Re: Shear v. Hunter, et at
Dear Mr. Smigel:
As we discussed at the deposition on Wednesday, May 12, Joseph Hunter agreed to produce
for you the following items by next Wednesday:
1. Life insurance policy;
2. Beneficiary designation for the life insurance policy;
3. 1998 trial balances, accounts receivables, accounts payables and financial
statement;
4. Originals of what was found in the minute book; and
5. Credit card receipts for January 8 and IS, 1999.
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I am enclosing the life insurance policy with beneficiary designation, as well as the
originals which were found in the minute book which I neglected to bring to the deposition on
Wednesday. As I told you in my previous letter, everything that was not found in the minute
book and which was not duplicated in previous productions has already been sent to you via
photocopy. Please photocopy the originals and send the originals back to us with the original
minute book and stock ledger you are now holding.
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As for the "credit card receipts", I understand from Eric Morrison that the checks to
which you were referring were actually payroll checks and not checks written from the business
checking account, as you represented. Mr. Hunter informed me that the $6,000.00 in payroll on
January 15, 1999 and $2,400.00 in payroll on January 8, 1999 were wage payments to
compensate for payroll missed in December 1998 due to cash flow problems, plus January 1999
payroll. Therefore, since these checks were not reimbursement checks, but rather payroll checks,
Mr. Hunter, obviously, has no credit card receipts to support these payments.
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Eric M. Morrison, Esq
Smigcl, Andcrson & Sacks
2917 North Front Strcct
Harrisburg, P A 17110-1260
Rc: Shcar Y. Joscph Hunter. et al.
Dcar Eric:
I have your correspondence of October 12, 1999. I expect to have the linancials to you
shortly. There are some mailers which we have been cxpecting from you for some time, as well.
Namely, the bylaws and any comments you and Mr. Smigel have on the bylaws. At the corporate
meeting, apparently, you forgot to give Mr. Smigel a copy of the bylaws so he was not prepared to
discuss them. I explained to Mr. Smigel in subscqucnt correspondence that even if this mailer is
eventually settlcd or goes to court, in the meantime thc corporation does need to proceed under its
bylaws. We would appreciate Mrs. Shear's input and/or consent to passing these bylaws by
unanimous consent.
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Mr. Smigel also promised to provide a transcript of the corporate meeting which his
secretary was typing. Since you have'also not returned the Corporate Minute Book to the place of
business, I am assuming that you put the corporate meeting minutes in the minute book. I would
also request that you return the minute book to us so that it can be held at the corporate office.
SEG:des
cc: Joe Hunter
32001.1
EXHIRIL
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SMIGEl.. ANDItHSON & HACI{H
ATTORNEYS AT LAW
LI'IOY IM1Q[l,.
C. Lei: ANDtRIO,",
STUART. '....CKI
.JOHN W, '''01041ro4'''
.JOICP'H e. D'AJr04ICO
ANN \I LeVIN
HeATHeR D. RoyeR
CAlC .... MO"R'ION
2'117 NORTH rAONT 5"'1:1:'
HARRISBURG, PENNSYLVANIA 17110.1260
11111234.2401
'AX 17171134.3811
5l7~~1.2
Novcmbcr I, 1999
Stevcn Grubb, Esquirc
GOLDBERG, KATZMAN & SHIPMAN, P.c.
P.O. Box 1268
Harrisburg, P A 17108-1268
Rc: Lois G. Shcar v. Tamdot Homccarc of Harrisburg, Inc. and Joseph Hunter
Dear Stcvc:
Encloscd pleasc tind an original and a copy of the Minutes of Shareholders of Tamdot
Homecare of Harrisburg, Inc., August 31, 1999. Please havc Joe Hunter review the same and
execute the document as Chainnan of the meeting. Oncc exccuted, plcasemail the original back
to our officc in the enclosed self-addressed stamped envelope so that we may file the same.
As you may recall, both pursuant to requests made at the August 31, 1999 meeting and in
my correspondence of October 12, 1999, Joe Hunter promiscd to providc us with the
corporation's income tax returns by September 15th and thc updatcd corporate financial reports
one wcek thereaftcr. As of this date, we arc still not in rcceipt of those financials. Please address
this mattcr with your client promptly and forward the above financial documents to our office. If
the accounting finn of Kurtz, McNaney & Company is at fault then, as discussed at the August
31,1999 meeting, perhaps an outside accountant should be hired to compile such infonnation
and audit the financial records of the corporation.
Other issues addressed at the August 31, 1999 mecting which require attention include
the following:
1. There was a motion made by Joe Hunter to approve the new by-laws. Our client
will not ratify the "new" by-laws because, as a valid Pennsylvania corporation, there should be
by-laws already in place. Your client has failed to provide us with those by-laws and thus, it is
our position that the corporation has been operating illegally and should be dissolved;
2. I would also ask that you provide us with proof of the election of the
corporation's directors. If you can't provide us with proof that Pat Sarvis and Joe Hunter were
i:XrIIMIT
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IN TilE COlIRT OF CO.\l.\1<):--; 1'1 I',\S
Cl IMIlI':RI.ANI> COlINTY.
I'ENNSYI.V ANIA
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LOIS SIII'AR
NO 98-6297
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TAM DOT 110.\11' CARE OF
HARRISBURG. INC.
CIVIL TERM
Rcspondcnt
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OIWER
Having considcrcd Pctitioncr's tiling. and rcsponsc thcrcto,lT IS HEREBY ORDERED this
_ day of ___' 200 I. that said pctition is dcnied
IT IS FURTHER ordcred that thc allegations containcd in the petition arc t"lsc and not
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retlective of the t;1cts as thcy have occurrcd As an appropriatc sanction. Pctitioncr is ordcrcd to pay
Tamdot's attorneys' fees and all costs associated therewith in having to defcnd itself against this
motion within ten (10) days ofreccipt ofTamdot's invoices for such costs and expcnscs
BY THE COURT:
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dOClJllll'1l1S, as indll'atc..'d in l'Olll....;lOlIdl.lIl."l. dah.'d h.llI\I;JIV ~. I()')l), tlnd ;.111;1dll'd IIl'll'IO as I:\hihit
"II"
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Adnntted
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(, Adnutted Nol disclmed hI' ,'ounsd t(1I Sheal is Ihal onlhe sanK' dOlI' as the NOlicc
of Intcnt to Scrve Subpocna was scrved. Tamdot was also scrl'cd with a Complaint and Noticc of
Additionally. nol discloscd by counsel I(lr Shcar is thai. by agrccmcnt of the parties.
Oral Dcposilion dockctcd to number ')'J.I 8'J') The NOlice of Oral Deposition rcqucsled lhc cxact
samc catcgories ofdocumenls as thc NOlicc oflntcntto Scrvc Subpoena Thc Notice of Dc position
is attachcd hcrclO as Exhibit "C"
produclion of Ihc rcquestcd documcnts was accomplishcd on April 28. I'J'JI). thus rcndcring the
7. Dcnicd. First. as of April 28. 1999. ohviously. lhere would be no 1999 income tax
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objections tiled by Tamdolmool. Sce Icttcr datcd ,\priI27. 11)1)1). attached hcreto as Exhibit "D".
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statements or Iinancial statcments sincc Ihe year was not complcted. Additionally. as of April 28.
1999, Tamdot provided, to the best of its ability. all documents in its possession. Attachcd hereto
! .
as Exhibit "E", but not discloscd by counsel for Shear. is the response which accompanied Tamdot's
document production. As stated in the letter of April 20. 1999. all records responsive to Shear's
request, to the extent they existed, were produced. The request was even supplemented by counsel
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on April 3D, 1999. as rellectcd in correspondence dated April 30. 1999, and attached herelo as
Exhibit "F". On May 10, 1999, financial records wcrc provided for 11)97, as requested by Shear in
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her subpoena. (See Ictter attached hercto as Exhibit "G".)
2
R Denied.' he' I:olll'sIHlIHknl:e illlilI:hed ;j> 1:.\11I11I1 I'. lolhe 1"'I,I;on h,ld nolhin!( to do
with the produI:lion add",,,,'d in Ihe <:01l<:>pol1(lel'''' d,'sI:llhed III paril!:!aphs 1 - 7 of the ;nslant
Pelit;on and Answer ('ounselli" Shear's illlelll"ls allll"'lll[( il ""p"u as sUl:h, arc' clear Illdical;ons
of bad fililh The leller dated MilY I J, 1999. allached ilS Exhihil E to the Petition. c1eilrly notes the
documenls Tamdol ilgreed 10 provide. wilhout the necessity ofa formal requesl. aller Mr Hunter's
deposition of May 12. 1<)<)<) As is nOled in the lelter,live cale!(ories of do cum en Is were identilied.
all of which were produced hems 1 ilnd 2 (Ihe life insurilnl:e policy and Ihe beneliciary designation
for the life insurance policy) were provided hem J was provided 10 ~lr Smigel under cover of May
25, 1999, which is allilched hereto as Exhibil "II". As explained in Ihe leller of May 1 J. 1999. there
would be no credit card receipts lor January 8 and 15. 19<)<). ilS explained in the Ihird lilll paragraph
ofthelelter
Counsel for Shear, in allempting to portray Tamdot as delinquent in its production of court-
ordered documents. has made outright misrepresentations about the course of events. These
allegations have been made in bad faith without any consideration of the actual course of events and,
therefore, violate Pa. RC.P. No. 1023 which requires that pleadings be signed in good faith with
good grounds to support the allegations in Ihe filing.
9. Denied. First, to the extent counsel for Shear attempts to show a course of non-
responsiveness, the answer 10 paragraph 8 above is incorporated by reference. All documents
identified in the May \3, 1999 letter. altached as Exhibit E to the Petition, were produced, as
explained above.
3
I\dditionall~'. the October 25, I'}')'} leller (1','lilion,'r's Exhibit F) responds to counsclle>r
Shear's leller ofOCl"ber X. Illl)l). "hich is altach,'d hercl" as Exhibit "I". As the leller stales.
counsel le>r Shear requested an unspecified year's incollle tax return Therefore. any reference to the
"financials" should be read as rclerring to the income tax return referred to in counsel for Shear's
October 8. 1999 leller
10. Admilled. except that the leller speaks lar itself Again, counsel for Shear ignores the
proper contcxt of this leller As thc lcller slates. at a corporale mceting on August J I. 1999, Mr
Huntcr promised production of Tamdot's lax relurns and financial statemcnts upon completion.
Petitioner's Exhibit F was a follow-up to that request. not the previous requests as the Petition, in
bad faith, implies.
Furthermorc, not disclosed by counsel for Shear. is that preliminary financials for 1998 were
provided to Shear's counsel by leller of December 23, 1999. attached hereto as Exhibit "1".
II. The allegation of paragraph II is a legal conclusion to which no response is necessary.
It is admilled, and Tamdot has always agreed. that Petitioner has a right to inspect the corporate
books and records. particularly the tax returns. Prior to the instant petition, no such written request
to review the financials for 1998 and 1999 had been made. In fact, the 1999 tax returns and financial
statements are still being completed and are not available.
12. Afier reasonable investigation, Tamdot is without knowledge as to the "purposes" of
Petitioner's request to inspect and examine Tamdot's corporate records. Therefore, said allegations
are denied.
4
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1.1 Dc'nicd as a Icgal conclusion to which no rcsponsc is nccc"ary It is tillthcr dcnicd
Ihat any rcqueslulllkr Sc'clion I 50S has bccnmade olhc'r than thc liling of this motion Scction 150S
rcads in pCriincnt pari
(h) Right of inspcction nEverv sharcholdcr shall.
upon writtcn vcrilicd dcmand slating Ihc purposc
tllt.'reot: have a right to examine. in person or by agent
or attorncy. during Ihc usual hours 111l businc" fill.IIlY
propcr purposc. thc share regislcr. books and rccords
of accounl. and rccords of thc proceeding, of the
incorporators. shareholders and direclors and to make
copics or extraclS therclrom. A proper purpose shall
mean a purpose reasonably related to the interest of
the person as a shareholder. In every instance where
an attorney or other agent is Ihe person who seeks the
righl of inspection. the demand shall be accompanied
by a veri tied power of attorney or other writing that
authorizes the attorney or olhcr agcnt to so act on
behalf of thc shareholder. Thc demand shall be
directed to the corporation at ils rcgistcred oflice in
this commonwcalth or at is principal place of business
wherever situatcd.
Contrary to Section 1508, no written demand has bccn made for rcview ofthc documents,
as required by i 508(b) Additionally. thc Corporation is nol rcquircd to "producc" documcnts. As
stated in Seclion 1508(b). the Corporalionmust only make thc documents availablc lor examination
during the normal hours of operation at Ihe Corporation's place of business.
Shear has failed to make written demand for the documents which is necessary prior to
proceedings such as this under Section 1508(c). In any event, the records Shear seeks, to the extent
they exist, arc available for inspection, and have always becn available for inspection.
5
14 I>~ni~d as a I~gal conclusion to II hicllno r~spnnsc is rl<'c~ssar y II is d~nil'd that Sh~ar
has compli~d with S~ction 150H No rcasouahl~ wrill~n d~maud II<IS h~~nmad~ ol'Tamdotllll r~vi~w
of the docum~nts Tamdot has never rctils~d 10 p~rmit examination of do~uml'nts hv Shear
15 I>~nied Ilad counselll)r Sh~ar made a demand und~r Seclion 15oH. he would have
been apprized that
a The I <)C)C) lax returns and linancial ',tat~ments haw nnt vet h~en liIed 01
completed;
b The I C)c)H tax returns and tinancial statem~nts haw h~~n a\.ailable Illr review
al Tamdol's place of business. per S~ction 150S lh~ I')')!! lax relurn was
provided to Shear by Icller daled April 13. 200 I.
c Counsel for Shear may review the documents she seeks at Tamdot during
normal business hours.
What Shear and her counsel fail to understand is that under Section 1508. Tamdot is only
required to make documents available for review. Shear and her counsel have shown no interest in
examining documents and no renewed request, outside of this motion. has been made to review the
documents. As described above. all requests for documents made hy Shear have been addressed to
the best ofTamdot's ability.
16. Denied. It is denied that the motion to which this answer responds took $5,000 in
legal fees to create. Strict proof that $5.000 has been expended on Ihe tiling of this motion is
demanded with sanctions demanded to the extent Shear has made a tblse statement contrary to
PaKC.P. 1023. Shear's counsel has not accurately stated the tbcts of this proceeding and has filed
6
this doculI1l.utprior tOll1akiug wrillcn dell1'lIl1ll," in'pel'lion.pcr Sedi,,,, I <;ox Ifanvthing. Shear
and her eOlllbel have wasted this ('oull', Ill"" 11Ith a I"belcss. pll'lI1atule Iiliug and should be
sanctioned accordingly
NEW :\lATTEI~
17 Tamdot has not yet Iiled or 1\1II11ulated any tax returns or Iiuancial statements for
calendar year 19<)9
18 Shear was notilied of Ihese evenls in a leller daled February 11.2001. which is
attached hereto as Exhibit "K"
19. Rule 1508 only requires thai Tamdot make its records available to Shear's counsel.
There has been no attempt by counsel tilr Shear 10 notily Tamdol of its desire to review the records
of 'I' am dot at Tamdol's place of business, as required in the Business Corporation Law.
20. Counsel for Shear did not make any written demand to review documents, per Section
1508, throughout the entire year of 2000.
21. Shear's instant action is barred since no written demand has been made of 'I' am dol.
22. As a sanction for the bad tbith conduct of counsel for Shear. in instituting a
procedurally inaccurate action and making Iblse Hlctual statements, attorneys' fees should be awarded
to Tamdot for having to answer this trivolous petition and defend itself against the allegations made
therein.
7
APR-21-01 SAT 12:30
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PO. ~Il r.f.,:~T..'~~loo,'
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1 hrreby Bclmowlcdp,e Ih,,: I !I:\\': red the forcl'loine New Mallrr and that the fActs slated
h~'fl!in ere 1I11c and correct t.) tlu' neSt of n1V lJlowledge, inforlllation and belieE:
, .
The \mrlcr<igl1cu ~n'Jel~tJnd~ th3: thr \~.1'CI'lcnls therein ,re made Rubjoct to Iho pcnallitJ of
:S 1'a. C S. ~1901 relaling!f) \!r1~worn fal,ificHliolls to lIutnCllilies.
jj.~~'~'Ik.
S'E1' llUN'l'J<:R
Date:
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THOMAS J WEnCR
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JOHN O€lORENZO
STEVEN E GRUBO
DIANA WOODSIDE
JOHN R. NlNOSKY
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CARUSt!:: orncr:
(717):245.(l.i91
April 27, 1999
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YORK OFFICE
(71T,1l4J.71H;>
Eric M. Morrison, Esquire
29]7 North Front Street
Harrisburg, PA 17110-1223
Re: Shear v. Hunter, et al.
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Dear Eric:
I wanted to confirm some of our discussions of the last few days. On Friday, April 23, 1999,
we received via overnight delivery a subpoena for Joe Hunter's deposition. As you know, we filed
objections to the subpoena on April 21, 1999 and mailed them to your offices on that same date. I
understand that the two documents crossed in the mail. Because oflhe objections, we agreed that the
subpoena was not properly selVed and there will be no deposition on April 28'" until the objections are
resolved.
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We also agreed that instead of engaging in protracted litigation, the better action to take, at this
point, would be to hold a corporate meeting where Joe Hunter and Lois Shear, along with the corporate
accountant, Mr. Pottinger, would attend with the attorneys who represent each of them to discuss the
affairs of the corporation. This should give all parties a better idea as to whether Ms. Shear and Mr.
Hunter can settle the outstanding matters. Prior to that meeting, I agreed that by April 28, 1999, Joe
Hunter would provide to you the documents he has which you requested in your attachment to the
subpoena which we received and to which we objected. The meeting will be held on May 12, ] 999 at
2:00 p.m. at your offices. I will prepare the appropriate notices.
~
I hope this accurately summarizes what we discussed. If it does not, please contact me
immediately.
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Sincerely,
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SEGlkdm
cc: Joe Hunter (via facsimile)
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Sleven E. Grubb
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LeRoy Smigel, Esquire
Smigel, Anderson & Sacks
2917 North Front Street
Harrisburg, P A 17110-1223
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Re: Shear v. Hunter, et aJ.
Dear Mr. Smigel:
Enclosed arc Accountant's Compilation Report for Tallldot for year ending December 31,
1997, as well as the 1997 Tax Return and Application for Tentative Refund.
If you have any questions, please do not hesitate to contact me.
SEG/ps
Enclosures
cc: Mr. Joseph Hunter
Sincerely/
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,Steven E. Grubb
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LeRoy Smigcl, Esquire
Smigcl. Andcrson & Sacks
29 17 North Front Strcct
Harrisburg, P A 171 10- I 223
Re:
Dear Mr. Smigel:
Encloscd arc thc trial balances for 1998 for Tamdot Homecarc of Harrisburg, Ine.
SEG:des
Enclosure
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TAM1)OT HOMECARE
1011 MARKEr STREET. LEMOYNF., PA 17043
TELEPHONE 17171 737-5584
fif
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Feb. 11, 2001
Mrs. 1.015 Shear
one North Rreakor~ Row
Palm Daach, Fl. 33460
(leal- Mrs. Shear,
A~ a stockholdut' you arc cnti tled to co"rporate reports, YOUL-
paticnco is rcqucztod..
My goal was to havo 1999 completed not lator than sept. 15, 2000.
Things fell ap"rt with our delillery dr;.vor.
1 ~ame b"ck from 3 days off August 18, 2000 and the full timo
driver called off. After sOller"l days it became apparent
Ilt'yan was not going to report to work "gnin. Th1s of cour.so
made me tho delillary boy again.
Slnce then we are on tha third driller finally R good Dne I hopD.
However since AugU'lt 18th I have covered ,,11 "on call"
Lwenty four SOllen. some things Simply didn't get dono.
';orporatc Rapo"!' for 1999 wiii be forwarded to you as
~OOIl ati possible.
Hespe.ctfully,
Joseph H. Hunter
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I.OIS SHEAR,
Pled nt i ff
IN Tiil.: COUHT Ol.' COr~MON I'LEM; (;1'
CUr~Hi.:HLANIJ COUNTY, I'ENNSYLVAN IA
V.
CIVI:, M:TION - LAVI
TAM DOT HOMECAHE
OF HARRISBUIW, INC.,
Derend..Jllt
NO. jd r,~:i"/ CIVIL Ti.:HM
ORlJEH OF COIJWr
AND NO\-I , this 6th day or June, 2001, upon
consideration or Plaintiff's Pet,tion To Compel Inspection or
corporate Records Lind/or Docum!:'nts I and following a discovery
conference held in the chambers or the undersigned judge in which
plaintiff was represented by LeRoy Smigel, Esquire, and Pete M.
Monismith, Esquire, and Defendant was represented by Steven E.
Grubb, Esquire, it is ordered and directed as follows:
1. Within 45 days of today's date, Defendant shall
supply to Plaintiff's counsel copies of tax returns and supporting
documents (including schedules and work papers) from 1998 to the
present, to the extent that such returns and documents are
available. To the extent that such items are not available,
Defendant shall, within the 45-day period provided for, supply in
verified form an explanation as to why the material is unavailable
and if and when it will become available.
2. Within 45 days of today's date, Defendant shall
supply to Plaintiff's counsel accountant reports (audits,
compilations and reviews) from 1998 to the present.
3. Within 45 days of today's date, Defendant shall
compile and make available for inspection at Defendant's business
premises by Plaintiff's counsel and/or other representatives all
accounts receivable, accounts payable, inventory lists, asset
lists, schedules of liabilities, payroll records and records of
loans to officers from 1998 to the present.
By the Court,
LeRoy Smi"el, E'-'Ljllil"
Pete M. Monismith, Esquire
2917 North Front Street
Harrisburg, PA 17110-1260
For the Plaintiff
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Steven E. Grubb, Esquire
320 Market Street
Strawberry Square
Harrisburg, PA 17108-1268
For the Defendant
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