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HomeMy WebLinkAbout04-0350Register of Wills of Cumberland County, Pennsylvania Estate of also known as PETITION FOR GRANT OF LETTERS Helen M. Jones No. o~, I- O~1-,._~,~O , Deceased Social Security No. DANIEL M. JONES 204-26-9981 Petitioner, v/no is 18 years of age or older, appiies for: (COMPLETE "^" OR "B" BELOW:) A. Probate and Grant of Letters and avers that Petitioner is the executor named in the Last Will of the rxrxrxrxrxrxrxrxrx~ Decedent, dated March 1, 1999 and codicil(s) dated NONE State relevant circumstances, e,g., renunciation, death of executor, utc. Except as follows, Decedent did not marry, was not divorced, and did not have a child born or adopted after execution of the documents offered for probate; was not the victim of a killing and was never adjudicated incompetent: NO EXCEPTIONS B. Grant of Letters of Administration (d,b.n,c,t.a.: pendente lite; durante absentia; durante minofitute) Petitioner(s) after a proper search has/have ascertained that Decedent left no Will and was survived by the following spouse (if any) and heirs: Name Relationship Residence (COMPLETE IN ALL CASES:) Attach additional sheets if necessary. Decedent was domiciled at death in Cumberland County, Pennsylvania, with her last family or principal residence at Messiah Villa,qe, 100 Mt. Allen Drive, Upper Allen Township, Mechanicsbur,q, PA 17055 (list streut, number and municipality) Kinkora Pythian Nursing Home, Penn Township, Duncannon, PA 300,000.00 N/A N/A 0.00 Decedent, then 87 years of age, died March 31,2004, at (Location) Decedent at death owned property with estimated values as follows: (If domiciled in PA) All personal property ........................................................................................... $ (If not domiciled in PA) Personal property in Pennsylvania ..................................................................... $ (If not domiciled in PA) Personal property in County ............................................................................... Value of real estate in Pennsylvania ............................................................................................................................ $ Total ................................................................................................................... $ 300,000.00 Real Estate situated as follows: NONE Wherefore, Petitioner respectfully requests the probate of the last Will presented with this Petition and the grant of letters in the appropriate form to the undersigned: Signature Typed or printed name and residence Daniel M. Jones, 5100 Erbs Bridge Road, P. O. Box 7270, Mechanicsburg, PA 17050 Form RW-1 Page 1 of 2 (Dauphin County) - Rev. 9/92 513049.1 Oath of Personal Representative Commonwealth of Pennsylvania County of The Petitioner(s) above-named swear(s) and affirm(s) that the statements in the foregoing Petition are true and correct to the best of the knowledge and belief of Petitioner(s) and that, as personal representative(s) of the Decedent, Petitioner(s) will Well and truly administer the estate according to law. Sworn to ancl affirmed and subscribed before me this ~ day of NO. ~,..I - 0 q -Z,,.50 Estate of ~-~.le_.~ CY"t ~ Social Security No: ~0~ ~c3 ~ - c/q ~1 Date of Death: ^.o .ow, reverse side hereon, satisfactory proof having been presented before me, IT IS DECREED that Letters F]'Testamentary [] of Administration are hereby granted to~ Deceased '~- Z~ - ,00o4 . , in consideration of the petition on the in the above estate and that the instrument(s) dated described in the Petition be admitted to probate and filed of record as the last Will of Decedent. FEES Letters ........................... $. ~-7o. coo Short Certificate(s) .......... $ ~_~O. ~ Renunciation .................. $. Affidavit ( ) ................. $. Extra Pages ( ) ............ $ ~2,to . o o Codicil .......................... $ JCP Fee ........................ $ iO. oCb Inventory ....................... $ Other ............................ $ TOTAL ................ Form RVV-1 Page 2 of 2 (Dauphin County) - Rev. 9/92 $ ._~q (~ , oo Register of Wills Attorney: Stanley A. Smith I.D. No: 33782 Address: Rhoads & Sinon LLP, PO Box 1146 1 South Market Square, Harrisburg, PA 17108-1146 Telephone: 717-233-5731 his, is to certify that the information here given is correctly copied from an original certificate of death duly filed with me as Local Registrar. The original certificate will be forwarded to the State Vital Records Office for permanent filing. WARNING: It is illegal to duplicate this copy by photostat or photograph. Fee for this certificate, $2.00 No. Local Registrar O 1 2004 43 Rev 2/87 NAME OF OECEDENT {F,r si. Mu~Jte. La~l llelen H. Jones UNDER 1 YF~d:I AGE (Lard 8.1nOay) 87 COUNTY OF DEATH .~. Perry OFCEOFm'S USUAL ol ~ki~ I~; ~ nol u~ ,1.. Theatre DECEOENT'S MAILING ADORE~ ISl~eel. Cily/Town. ~. Z~o Code) COMMONWEALTH OF PENNSYLVANIA · DEPARTMENT OF HEALTH * VITAL RECO~S CERTIFICATE OF DEATH STATE FILE NU/d~ER SEX ]~c,^L SECUa~r~ NU~it. 0'~ 0r ~",~. ~,.',~ . tn. F~le 1,. 204 --26' --99~ '. 3~3i~4 UN~ ~ 1 D~ ] O~E OF BI~TH 8~E (City ~ P~ ~ ~H (C~k ~y ~ -- ~ ,nslr~l~ ~ [,~.~er Operator ~a. ~*,a12 0.,~s.~ ,. vtd~ed ~o~ ~.~ ,m. c~ C~berland ~* ~,~.~ · ' 216 North Baltimore Avenue Nount Holly Springs, PA 17065 FATHER'S NAME (F~m. MiDdle. Last) Walter B. McClenahen INFORMANT'S NAM~ ~y~p~} Daniel Jones who pton~xw, cei ~aU1. DAlE PRONOUNCED DEAD (Monlh. Day, Yea*) [~JE 10 ((~:t A~ A CC~SEOUENCE~:Iqe): DUE 10 (Off ~ A CONSEOUEtq~C:E OF): ~ TO (OR AS A CONSEQUENCE OF): MOTHER'S NAME (Fast. M~e. MaVen S~neme) I~E. Jose Blyayer I~ 5100 Erbs BridRe Road~ Hech~n~csburg, PA 17050 I~ ~ O~ - ~ ~ ~e~ Cr~ ] L~ - C~. S~le, Z~ ~ I~ Creation Society of [~. PA Cre~to~ ]~. Harrisburg~ PA 1~109 Cremtion 5oclety of PA PERFORMED?~ AN AUTOPSY(IoFCOMPLETIoNAVAII'ASLEWEREDEATH?AUTOe"~¥PRIORoFFINDINGSCAUsETOri[ MANNERA~ci~enlNammt OF DEATH[~o__ PendingH°micideln~ion [][] DATE OF INJURY, Ye~) REGISTRAR*S SIGNATURE AND NUMBER LICENSE LOCATION LAST WILL AND TESTAMENT OF HELEN M. JONES I, HELEN M. JONES, of Cumberland County, Pennsylvania, being of sound and disposing mind and memory, do make, publish and declare this to be my Last Will and Testament, hereby revoking all Wills and Codicils by me at any time previously made. I am the widow of Richard J. Jones (he~after referred to as My Spouse") and the children born of our m~ria~~rei:~.~'~ Penelope De Mello E Souza and Daniel M. Jones. As ~ ' ~' useol~herein the term "my children" shall refer to the aforelisted chil~h~en born of my marriage with My Spouse. ~ 1. TANGIBLE PERSONALTY. I give and bequeath all of my household furniture and furnishings, automobiles, other motor vehicles, books, pictures, jewelry, china, crystal, appliances, silverware, wearing apparel, articles of household or personal use or adornment, collections, artworks, boats and recreational equipment and vehicles, excluding any articles disposed of under ITEM 2(a) hereof, to my children living at my death in as nearly equal shares as they shall select under the supervision of my Executor. Any cost of packing and shipping said personalty to the beneficiaries, including insurance, shall be paid by my Executor as a general administration cost. If any such articles cannot be Page 1 of 13 Pages 273967.1 fairly divided or distributed in kind in the opinion of my Executor, such articles shall be sold and the proceeds thereof shall pass as a part of my residuary estate. 2. BEQUESTS. I give and bequeath to my son, DANIEL M. JONES, if he survives me, the following: (a) Ail of my right, title and interest in real and tangible personal property situate in Mexico and (b) Ail of my right, title and interest in real estate known and numbered as 1406 Redbud, McAllen, Texas. 3. RESIDUE. I give, devise and bequeath all of the rest, residue and remainder of my property, real, personal and mixed, not disposed of in the preceding portions of this Will, including all property over which I hold a power of appointment (which powers of appointment I hereby exercise in favor of my estate), as follows: (a) Forty Percent (40%) of such residue to my daughter, PENELOPE DE MELLO E SOUZA, if she survives me, or if she does not survive me, to her issue living at my death, per stirpes, subject to paragraph (d) of this ITEM. (b) The balance of my said residuary estate to my son, DANIEL M. JONES, if he survives me, or if he does not survive me, to his issue living at my death per stirpes, subject to paragraph (d) of this ITEM. (c) If at my death I own any shares in Silver Spring Theaters, Inc., a Pennsylvania business corporation, I direct that such shares be retained as an asset of my estate and be distributed in kind pursuant to this ITEM 3 (subject to any restrictions to which I agreed in writing during my lifetime), with Forty Percent (40%) of such shares passing pursuant to Paragraph (a) (if Penny survives me) and Sixty Percent Page 2 of 13 Pages (60%) of such shares passing pursuant to Paragraph (b) (if Daniel survives me). (d) If any assets pass to the issue of a deceased child of mine pursuant to paragraph (a) or (b) of this ITEM, and should any such issue not then have attained the age of twenty-five years, each such issue's share shall be distributed to my Trustee hereinafter named, IN TRUST NEVERTHELESS, each to be held, administered and disposed of as a separate trust estate in accordance with ITEM 4 for the benefit of each such issue (the "Grandchild's Trust"). 4. GRANDCHILD'S TRUST. My Trustee shall have, hold, manage, invest and reinvest the assets of each Grandchild's Trust, collect the income and (a) Until the beneficiary of the Grandchild's Trust (the "Grandchild") shall have attained the age of twenty-one years, my Trustee shall from time to time pay to or for the benefit of the Grandchild such amounts of the net income and principal of the Grandchild's Trust as, in the sole discretion of my Trustee, shall be necessary for the Grandchild's maintenance, support, medical and nursing care and education, including college and graduate education, taking into consideration any other means readily available for such purposes. At the end of each year any unexpended income shall be added to the principal of the Grandchild's Trust. (b) After the Grandchild shall have attained the age of twenty-one years, my Trustee shall thereafter pay to the Grandchild the net income derived from the Grandchild's Trust in installments not less frequently than quarterly and such amounts of the principal as, in the sole discretion of my Trustee, shall be necessary for the Grandchild's maintenance, support, medical and nursing care and education, including college and graduate education, taking into consideration any other means readily available for such purposes. (c) If at the time of the creation of the Grandchild's Trust the Grandchild shall have then attained the age of twenty-five years or if the Grandchild shall thereafter attain that age, my Trustee Page 3 of 13 Pages shall distribute outright to the Grandchild the then remaining principal of the Grandchild's Trust. (d) If a Grandchild shall die before final distribution of the assets of the Grandchild's Trust is made, the then remaining principal and any undistributed income of the Grandchild's Trust shall be distributed to the Grandchild's issue then living, per stirpes; or if the Grandchild shall have no issue then living, to the issue then living of the parent of the Grandchild who was a child of mine, per stirpes, or, if such parent shall have no issue then living, to my issue then living, per stirpes; provided, however, in any event, if any such beneficiary is then a beneficiary of a Grandchild's Trust hereunder, the share of such beneficiary shall be added to the principal of such Grandchild's Trust, as if an integral part thereof, to be held, administered and disposed of in accordance with the terms thereof. 5. PERPETUITIES PROVISIONS. Nothing herein is intended to, nor shall it be construed to, postpone the vesting of any part of the assets of any separate trust estate hereunder for more than twenty-one years after the death of the survivor of me and my issue living at the time of my death. At the expiration of such period the assets of all the separate trust estates hereunder shall immediately vest in fee simple absolute in and be distributed outright to the person or persons then entitled to receive the income therefrom, whether in my Trustee's discretion or otherwise. 6. SPENDTHRIFT PROVISION. No interest in income or principal of my estate or any trust created hereunder shall be subject to attachment, levy or seizure by any creditor, spouse, assignee or trustee or receiver in bankruptcy of any beneficiary Page 4 of 13 Pages of my estate or of any trust created hereunder prior to the beneficiary's actual receipt thereof. My Executor or Trustee shall pay over the net income and the principal to the beneficiaries herein designated, as their interests may appear, without regard to any attempted anticipation (except as may be specifically provided herein), pledging or assignment by any beneficiary of my estate or of any trust created hereunder and without regard to any claim thereto or attempted levy, attachment, seizure or other process against said beneficiary. 7. SURVIVAL PRESUMPTIONS. Any person who shall have died at the same time as I or under such circumstances that it is difficult or impossible to determine who shall have died first, shall be deemed to have predeceased me. Any person other than me who shall have died at the same time as any then beneficiary of income of my estate or a trust created hereunder or under such circumstances that it is difficult or impossible to determine who shall have died first, shall be deemed to have predeceased such beneficiary. 8. FIDUCIARY POWERS. In the settlement of my estate and during the continuance of any trust created hereunder, my Executor and my Trustee shall possess, among others, the following powers, exercisable without prior court approval, but in all cases to be exercised for the best interests of the beneficiaries: (a) To retain any investments I may have at my death so long as my Executor or Trustee may deem it Page 5 of 13 Pages advisable to my estate or trust so to do, including securities owned, issued or underwritten by any corporate Executor or Trustee or any of their affiliates. (b) To vary investments, when deemed desirable by my Executor or Trustee, and to invest in such bonds, stocks, notes, real estate mortgages or other securities or in such other real or personal property, including securities owned, issued or underwritten by any corporate Executor or Trustee or any of their affiliates, or as to which my corporate Executor or Trustee or any of their affiliates are investment advisors, as my Executor or Trustee shall deem wise, without being restricted to so called "legal investment s" . (c) In order to effect a division of the principal of my estate or trust or for any other purpose, including any final distribution of my estate or trust, my Executor or Trustee is authorized to make said divisions or distributions of the personalty and realty partly or wholly in kind. If such division or distribution is made in kind, said assets shall be divided or distributed at their respective values on the date or dates of their division or distribution. In making any division or distribution in kind, my Executor or Trustee shall divide or distribute said assets in a manner which will fairly allocate any unrealized appreciation among the beneficiaries. (d) To sell either at public or private sale and upon such terms and conditions as my Executor or Trustee may deem advantageous to my estate or trust, any or all real or personal estate or interest therein owned by my estate or trust severally or in conjunction with other persons or acquired after my death by my Executor or Trustee, and to consummate said sale or sales by sufficient deeds or other instruments to the purchaser or purchasers, conveying a fee simple title, free and clear of all trust and without obligation or liability of the purchaser or purchasers to see to the application of the purchase money or to make inquiry into the validity of said sale or sales; also, to make, execute, acknowledge and deliver any and all deeds, assignments, options or other writings which may be necessary or desirable in carrying out any of the powers conferred Page 6 of 13 Pages upon my Executor or Trustee in this paragraph or elsewhere in this Will. (e) To mortgage real estate and to make leases of real estate for any term. (f) To borrow money from any party, including my Executor or Trustee, to pay indebtedness of mine or of my estate or trust, expenses of administration, Death Taxes or other taxes. (g) To pay all costs, expenses, legally enforceable debts, funeral expenses and charges in connection with the administration of my estate or trust. (h) To vote any shares of stock which form a part of my estate or trust and to otherwise exercise all the powers incident to the ownership of such stock and to actively manage and operate any incorporated or unincorporated business, including any joint ventures and partnerships, and to incorporate any such unincorporated business, with all the rights and powers of any owner thereof. (i) In the discretion of my Executor or Trustee, to unite with other owners of similar property in carrying out any plans for the reorganization of any corporation or company whose securities form a part of my estate or trust. (j) To assign to and hold in my estate or trust an undivided portion of any asset. (k) To hold investments in the name of a nominee. (1) To compromise controversies. (m) To disclaim, in whole or in part, any and all interests in property owned by me at the time of my death, including those passing to me by Will, intestacy, contract, joint ownership, operation of law or otherwise. (n) To divide any trust hereunder into two or more separate, but identical, trusts. To divide any trust hereunder which would have a generation skipping transfer tax inclusion ratio other than one (1) or zero Page 7 of 13 Pages (0), into two (2) separate trusts which are fractional shares, known as the "exempt trust" and the "nonexempt trust" The exempt trust is that fractional share of the total trust fund that has a generation skipping transfer tax inclusion ratio of zero (0), and the nonexempt trust is the remaining factional share of the trust, with a generation skipping transfer tax inclusion ratio of one (1) . The terms and conditions of the nonexempt trust and the exempt trust will be identical. Any reference to a trust created under this Will, without a further specification or limitation, shall be deemed to refer to both the exempt trust and the nonexempt trust, in proportionate amounts, where relevant. The assets of each separate exempt and nonexempt trust shall be held, administered and invested as separate trusts, and my Trustee shall maintain adequate accounting and records for both such trusts. My Executor shall indicate on the federal estate tax return filed for my estate that separate trusts will be created (or funded) and clearly set forth the manner in which the trust is to be severed and the separate trusts funded. (o) To designate one or more persons or a corporation to act as ancillary fiduciary in any jurisdiction in which ancillary administration may be necessary, such ancillary fiduciary to serve without bond or security and to have all powers, authorities and discretions conferred hereunder. (p) To employ and compensate from income or principal, in the discretion of my Executor or Trustee, investment and legal counsel, accountants, brokers and other specialists, and, whenever there shall be no corporate Executor or Trustee in office, a corporate custodian, and to delegate to investment counsel discretion with respect to the investment and reinvestment of any or all of the assets held hereunder. (q) To manage and develop all or any part of any real property that may be owned by my estate or any trust, including but not limited to, the power to subdivide (including the dedication of parks, easements or streets, with or without consideration); to obtain the vacation of a plat or adjust boundaries; to submit property to a condominium project and do all acts necessary in connection therewith; to grant options to purchase or to lease; to construct buildings or to alter Page 8 of 13 Pages or remove buildings, and make such improvements to real property as my Executor or Trustee determines to be appropriate (including improvements not situated directly on the particular real property); to grant easements or encumbrances of any kind, and to release any interest in the property; and to abandon or demolish any property including an interest in real property deemed by my Executor or Trustee to be worthless or of insufficient value to keep or protect. 9. EXCULPATORY CLAUSES. In the settlement of my estate: (a) My Executor shall not be personally liable for any loss to my estate or to any beneficiary of my estate resulting from an election made in good faith to claim a deduction as an income tax deduction or as an estate tax deduction. (b) In valuing property in my gross estate for the purposes of any Death Tax, my Executor shall not be personally liable for any loss to my estate or to any beneficiary of my estate resulting from my Executor's decision made in good faith to use a particular valua- tion date. (c) I anticipate that my interest in Silver Spring Theaters, Inc. or a successor business organization may be held hereunder. I intend that my fiduciaries shall have complete freedom to deal with such interest as they deem most advantageous for my estate and the trusts hereunder, subject to any limitations I may have accepted or contracted for during my lifetime. To this end, I recognize that exercise of the discretionary powers conferred on my fiduciaries by other provisions of this Will may involve an unusual degree of delegation of discretion, that my fiduciaries may frequently be dealing with my Estate or a trust hereunder as an employee, agent, creditor or purchaser of the business and that it may be desirable to retain the interest or invest additional assets therein even though this involves a larger degree of risk or less diversification than is customary for fiduciary investment and I authorize all such actions to be taken without approval of any court or other persons. Page 9 of 13 Pages 10. TAX CLAUSE. Ail inheritance, estate and similar taxes becoming due by reason of my death, except any taxes relating to generation skipping transfers imposed under Chapter 13 of Subtitle B of the Internal Revenue Code, as amended ("Death Taxes"), whether such Death Taxes shall be payable by my estate or by any recipient of any property, shall be paid by my Executor out of the property passing under ITEM 3 of this Will as an expense and cost of administration of my estate. Except to the extent above provided, my Executor shall have no duty or obligation to obtain reimbursement for any Death Taxes paid by my Executor, even though paid with respect to proceeds of insurance or other property not passing under this Will. 11. CUSTODIAN OF ESTATES. If at any time any individual under the age of twenty-one shall be entitled to receive any assets free of trust by reason of my death, whether payable hereunder, by operation of law, contract or otherwise, I appoint my Trustee hereinafter named as Custodian for such individual under the Pennsylvania Uniform Transfers to Minors Act. 12. TRUST MERGERS AND TERMINATIONS. (a) If there should be established by My Spouse, either by Last Will and Testament or by inter vivos Deed or Agreement, trusts similar to the trusts herein established for the benefit of my issue, my Trustee herein shall have the right and power to merge trusts herein established with similar trusts for the same beneficiaries established by My Spouse and to operate each of the merged trusts as a single trust. Page 10 of 13 Pages (b) If, in the sole discretion of my Trustee, at any time any trust hereunder is or becomes too small to justify its maintenance as a separate trust, my Trustee, without any liability to any person or remainderman whose interest may be affected thereby and without the necessity of court approval, shall terminate such trust by distributing all the income and principal of the trust to the then income beneficiary or beneficiaries of said trust. If any additions to any such trust are received after its termination under this ITEM, such trust shall be revived and this provision shall continue to apply to it. The Trustee discretion herein granted shall in no event be construed as giving any potential distributee of a trust the right to compel a termination in whole or in part of such trust. 13. EXECUTOR APPOINTMENT. I hereby appoint my son, DANIEL M. JONES, as Executor of this Will. If for any reason my son should fail or cease to act, I appoint KEYSTONE FINANCIAL INC., with offices in Harrisburg, Pennsylvania, as Executor. Ail references in this Will to my "Executor" shall refer to my originally named Executor, or to my successor Executor, as the case may be. 14. TRUSTEE APPOINTMENT. I hereby appoint my son, DANIEL M. JONES, and KEYSTONE FINANCIAL, INC., as Co-Trustees of any trust created hereunder. If for any reason my son should fail or cease to act, KEYSTONE FINANCIAL INC. shall act or continue to act with all of the powers granted to the two of them. So long as a Trustee or the issue of such Trustee is a beneficiary of any trust hereunder, such Trustee shall not (i) participate in any discretionary determination of the Trustee to distribute principal or income of such trust to or for the benefit of such beneficiary Page 11 of 13 Pages or to or for the benefit of his or her issue; or (ii) participate in any discretionary determination of the Trustee to terminate said trust under the ITEM hereof entitled "TRUST MERGERS AND TERMINATIONS" An individual Trustee shall be deemed to have failed to serve as Trustee hereunder if, among other reasons, the treating physician of said individual Trustee shall certify in writing that such Trustee possesses permanent mental or physical incapacities which preclude such Trustee from discharging his or her duties as Trustee hereunder. The non-corporate Co-Trustee serving from time to time, shall be authorized, by written notice directed to the Trustee, to (1) remove any corporate Trustee, for any reason, without cause and without Court approval, (2) replace said corporate Trustee with another corporate Trustee having fiduciary powers and (3) designate a person to serve as his successor as Co-Trustee hereunder. Any Trustee serving hereunder shall have the right to resign from such office at any time, with or without cause and without Court approval. No successor Trustee shall be liable for the actions of a resigning or removed Trustee occurring prior to such successor Trustee taking office. All references in this Will to my "Trustee" shall refer to my originally named Co-Trustees or to my sole successor Trustee, as the case may be. 15. WAIVER OF BOND; FIDUCIARY FEES. Any Custodian, Executor or Trustee shall qualify and serve without the duty or Page 12 of 13 Pages obligation of filing any bond or other security. Any corporate fiduciary shall be entitled to compensation for services in accordance with the standard schedule of fees in effect when the services are rendered. IN WITNESS WHEREOF, I have set my hand and seal to this, my Last Will and Testament, consisting of this and the preceding twelve (12)pages, this 'f.~ay of ~¢~ , 1999. Helen M. Jone~ (SEAL) We, the undersigned, hereby certify that the foregoing Will was signed, sealed, published and declared by the above-named Testatrix as and for her Last Will and Testament, in the presence of us, who, at her request and in her presence and in the presence of each other, have hereunto set our hands and seals the day and year above written, and we certify that at the time of the e~on thereof, the said Testatrix was of sound and disposing /' ' Residing Page 13 of 13 Pages COMMONWEALTH OF PENNSYLVANIA COUNTY OF ~z~c~'~ We, HELEN M. JONES, SS: · ~ - and Witnesses, respectively, whose names are signed to the foregoing instrument, having been sworn, do hereby declare to the undersigned officer that the Testatrix, in the presence of the Witnesses, signed said instrument as her Last Will and Testament, that she signed voluntarily, that each of the witnesses, in the presence of the Testatrix and of each other, signed said Will as a witness and that to the best of the knowledge of each witness, the Testatrix was at the time of sound mind and under no constraint or undue influence. Subscribed and acknowledged before me by HELEN M. JONES, the Testatrix, and subscribed witnesses, on this /~7~ day of and sworn to before me by ~~~~ ~_~ the /~,¢~'-¢.~.¢/~_, , 1999. ry Public /Commission Expires: (SEAL) Notarial Seal Yvonne R. Durham. Notary Public Harrisburg, Da~.:phin County My Commissio¢ ~zpires Aug. 20, 2001 Member, Pennsylvania Association of Notaries Name of Decedent: Date of Death: Will No. To the Register: CERTIFICATE OF NOTICE UNDER RULE 5.6(a) Helen M. Jones March 31, 2004 000350 of 2004 Adm. No. I certify that notice of estate administration required by Rule 5.6(a) of the Orphans' Court Rules was served on or mailed to the following beneficiaries of the above-captioned estate on April 23, 2004. Name Address Mrs. Penelope De Mello E Souza Major Rubens Vaz 722, Apt. 301, Gavea Rio de Janeiro Brazil 22470-070 Mr. Daniel M. Jones 5100 Erbs Bridge Road, P.O. Box 7270, Mechanicsburg, PA 17050 Notice has now been given to all persons entitled thereto under Rule 5.6(a) except NO EXCEPTIONS. Date: April 23, 2004 Signature: Name: Address: Ri~oads & Sinon LLP P.O. Box 1146 Harrisburg, PA 17108-1146 Telephone: (717) 233-5731 Capacity: Personal Representative X Counsel for Personal Representative 514018.1 & S INON LLP YvonneR. Durham Phone(717) 231-6677 Fax(717) 232-1459 ydurham@rhoads-sinon.com vi~ so: 3176/03 Re: June 24, 2004 Estate of Helen M. Jones File No.: 0350 of 2004 Ms. Glenda Famer-Strasbaugh Register of Wills Cumberland County Courthouse 1 Courthouse Square Carlisle, PA 17013 Dear Ms. Famer-Strasbaugh: Enclosed is a check in the amount of $10,500.00 representing payment on account of Pennsylvania Inheritance Tax for the Estate of Helen M. Jones, file number 00350 of 2004. We are making payment within three months of Mrs. Jones' death (March 31, 2004) in order to qualify for the 5% discount for early payment. Kindly time-stamp the enclosed copy of this letter and return it to the bearer of this letter. Enclosure YRD/shp cc: Mr. Daniel Jones, Executor Stanley A. Smith, Esquire Very truly yours, RHOADS & SINON LLP By: Yv9/nne R. Durham ~alegal .. ~ .) 523081.1 Rhoads & Sinon LLP · Attorneys at Law · Twelfth Floor · One South Market Square · P.O. Box 114,6 Harrisburg, PA 17108-1146 · ph (717) 233-5731 ° fx (717) 232-1459 ° www. rhoads-sinon.com COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE BUREAU OF INDIVIDUAL TAXES DEPT. 280601 HARRISBURG, PA 17128-0601 RECEIVED FROM: PENNSYLVANIA INHERITANCE AND ESTATE TAX OFFICIAL RECEIPT NO. REV-1162 EX(11-96) CD 004094 SMITH STANLEY A P O BOX 1146 HARRISBURG, PA 17108-1146 fold ESTATE INFORMATION: SSN: 204-26-9981 FILE NUMBER: 2104-0350 DECEDENT NAME: JONES HELEN M DATE OF PAYMENT: 06/28/2004 POSTMARK DATE: 06/25/2004 COUNTY: CUMBERLAND DATE OF DEATH: 03/31/2004 ACN ASSESSMENT CONTROL NUMBER AMOUNT 101 I $10,500.00 REMARKS: TOTAL AMOUNT PAID: $10, 500.00 SEAL CHECK# 1025 INITIALS: JA RECEIVED BY: GLENDA FARNER STRASBAUGH REGISTER OF WILLS REGISTER OF WILLS 3176-3 RHOAD$ & SINON LLP Twelfth Floor · One South Market Square EO. Box 1146 · Harrisburg, PA 17108-1146 35-0 h,,lll,,,llh,,,,,ll,,ll,l,,hl Ms. Glenda Farner-Strasbaugh Register of Wills Cumberland County Courthouse 1 Courthouse Square Carlisle, PA 17013 RHOADS & SINON LLP Yvonne R. Durham Phone (717) 231-6677 Fax (717) 232-1459 ydurham~rhoads-sinon.com FILE NO: 3176/03 December 30, 2004 Ms. Glenda Famer-Strasbaugh Register of Wills Cumberland County Courthouse 1 Courthouse Square Carlisle, PA 17013 Re: Estate of Helen M. Jones File No.: 21-04-0350 Dear Ms. Famer-Strasbaugh: Enclosed is a check in the sum of $21,436.17 in payment of Pennsylvania Inheritance Tax for the above-captioned Estate. The Estate has today transmitted to the Extension Department of the Pennsylvania Department of Revenue a request for an extension of time to file the Pennsylvania Inheritance Tax Return. Enclosure cc: Mr. Daniel M. Jones, Executor Very truly yours, RMO~ON LLP urham ~aralegal 545612.1 Rhoads & Sinon LLP · Attorneys at Law · Twelfth Floor · One South Market Square · EO. Box 1146 Harrisburg, PA 17108-1146 · ph (717) 233-5731 · fx (717) 232-1459 · www. rhoads-sinon.com COMMONWEALTH OF PENNSYLVANIA DEPARTMENTOFREVENUE BUREAU OFINDIVIDUAL TAXES DEPT280601 HARRISBURG, PA 17128-O601 RECEIVED FROM: PENNSYLVANIA INHERITANCE AND ESTATE TAX OFFICIAL RECEIPT REV-1162 EX(11 96) NO. CD 004790 SMITH STANLEY A P O BOX 1146 HARRISBURG, PA 17108-1146 ........ fold ESTATE INFORMATION: SSN: 204-26-9981 FILE NUMBER: 2104-0350 DECEDENT NAME: JONES HELEN M DATE OF PAYMENT: 12/30/2004 POSTMARK DATE: 1 2/30/2004 COUNTY: CUMBERLAND DATE OF DEATH: 03/31/2004 ACN ASSESSMENT CONTROL NUMBER AMOUNT 101 $21,436.17 TOTAL AMOUNT PAID: $21,436.17 REMARKS: SEAL CHECK# 1045 INITIALS: JA RECEIVED BY: GLENDA FARNER STRASBAUGH REGISTER OF WILLS REGISTER OF WILLS IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS COURT DIVISION IN RE: ESTATE OF HELEN M. JONES, DECEASED No. 21-04-350 NOTICE OF PRIORITY AND NON-PRIORITY CLAIM Messiah Village files this claim against the Estate of Helen M. Jones in the sum of $43,798.87in accordance with the statement of account and supporting documentation attached hereto. The sum of $22,232.00 is a priority claim under 20 Pa. C.S.A. § 3392(3) for the value of nursing services performed for the decedent within six months of the date of death. The remaining sum of $21,566.87 is a non-priority claim under 20 Pa. C.S.A. § 3392(6) for the value of nursing services performed for the decedent prior to that time period. Date: /' /O' O 5'~ LATSHA DAVIS & YOHE? ~ ~.~. By: - Steven M. Mon~esor, Esq. A~orney No. 742~ P.O. Box 825 Harrisburg, PA 17108-0825 (7~ 76~-~880 Attorneys for Creditor, Messiah Village 9g(~2 ..Messiah'Village 05127/2004 11:40 Page: 1 lst/3rd Party NR Account Detail from 00/00/0000 thru 05/31/2004 by Billing Period Name JONES, HELEN M ID 60005 Range ApplyTo Bill Private Pay -- 3rd Party Period Date Tp Code Count Amount Type Amount Type Amount 00/00100 Bal Fwd 0.00 0.00 0.00 08/2003 01/07104 CR LAY 0.00 -2500.00 PVT -2500.00 0812003 12/31/03 DE :BALFVVD 1.00 17947.40 PVT 17947.40 MCB 09/2003 12/31/03 DE BALFWD 1.00 6119.47 PVT 6119.47 MCB 10/2003 12/31/03 DE BALFVVD 1.00 6076.00 PVT 6076.00 MCB 11/2003 12/31/03 DE BALFWD 1.00 5880.00 Pv"r 5880.00 MCB 12/2003 12/31/03 DE BALFWD 1.00 6076.00 PVT 6076,00 MCB 01/2004 01130/04 CR PAY 0.00 -420.00 PVT -420.00 01/2000 03/05/04 CR PAY 0.00 -101.85 MCB -101.85 01/2004 03/05/04 CA 10180 0.00 12.47 MCB 12.47 01/2004 !03/05/04 CB COINSB 0.00 2.49 COIN 2.49 01/2004 ; 03/19/04 CR PAY 0.00 -22.97 BC -22.97 01/2004 03/19/04 CR PAY 0.00 -2.49 COIN -2.49 01/2000 01/21/04 MG 00001 21,00 4200.00 PVT 4200,00 01/2004 01/07/04 DE 92610 1,00 48,61 PVT 7.78 MCB 40.83 01/2004 01/31/04 DG 10126 0.00 -28.69 PVT MCB -28.69 01/2004 01/07/04 DE COINSB 1.00 -7.78 PVT -7.78 01/2004 01/07/04 DE COINSB 1,00 7.78 PVT BC 7.78 01/2004 01/07/04 DE 92526 1.00 94.92 Pv-r 15.19 MCB 79.73 01/2004 01107/04 DE COINSB 1.00 -15.19 PV-I' -15.19 01/2004 01/07/04 DE COINSB 1.00 15.19 P~T BC 15.19 01/2004 01/10/04 DE 16000 12.00 420.00 PVT 420.00 Ending Balance 43,801.36 43,798.87 2.49 IIme: ;~:;fbpm I~eslaent History Report June U;J, ZUU4 Start Resident 000060005 Start Date 04/01/2003 Distribution Code Detail/Summary D Print Order Transaction Stop Resident 000060005 Stop Date 12/31/2003 Charge Code AREA Resident Name Dist Charge code Start Date Stop Date Units Rate Amount Coin/Pat Liab Net Aging Comments 000060005 JONES HELEN 01 10004 SP. CARE ROOM & BOARD 5 04/01/2003 04/30/2003 01 PAYMT PAYMENT RECEIVED - THAI~ 04/16/2003 00/00/0000 000060005 JONES HELEN 01 10004 SP. CARE ROOM & BOARD 5 05/01/2003 05/3112003 01 PAYMT PAYMENT RECEIVED- THAIX 05/07/2003 00/00/0000 000060005 JONES HELEN 01 10004 SP. CARE ROOM & BOARD ~ 06/01/2003 06/30/2003 01 875 FINANCE CHARGE 06130/2003 06130/2003 000060005 JONES HELEN 01 10004 SP. CARE ROOM & BOARD ~ 07/01/2003 07/31/2003 01 16000 GUEST ROOM - APARTMEN'I 07/08/2003 07/20/2003 01 940 BARBER/BEAUTY SHOP 07/17/2003 07/17/2003 01 PAYMT PAYMENT RECEIVED - THAI~ 07/28/2003 00/00/0000 01 875 FINANCE CHARGE 07/31/2003 07/31/2003 000060005 01 10004 JONES HELEN SP. CARE ROOM & BOARD ~ 08/01/2003 08/31/2003 000060005 JONES HELEN 01 10004 SP. CARE ROOM & BOARD E 09/01/2003 09/30/2003 01 940 BARBER/BEAUTY SHOP 09118~2003 09/18/2003 01 875 FINANCE CHARGE 09~30~2003 09~30~2003 JONES HELEN SP. CARE ROOM & BOARD ~ 10/01/2003 JONES HELEN SP. CARE ROOM & BOARD ..c 11/01/2003 000060005 01 10004 000060005 01 10004 10/31/2003 11/30/2003 30 173.00 Total 04/2003: 31 173.00 Total 05/2003: 30 173,00 1 53.63 Total0~2003: 31 12 1 1 Total 07/2003: 31 Total 08/2003: 30 1 1 Total 09/2003: 31 Total 10/2003: 3O 196,00 35.00 10.00 101.87 196.00 196,00 10.00 229,47 196.00 196.00 5,190.00 5,190.00 /~C,~/ -5.363.oo 5,363.00 -5,190.00 173,00 5,190.00 53,63 -- 173 00 5,190.00 ' 53.63 5,243.63 5,243.63 6,076,00 420,00 10.00 -420,00 101.87 6,187.87 6,076.00 420.00 10.00 -420.00 Guest Room Chgs-K.Kline 101.87 6,187.87 6,076.00 6,076.OO 6,076.00 6,076.00 5,880.00 10.00 229,47 6,119.47 5,880.00 10.00 229.47 6,119.47 6,076.00 6,076,00 6,076,00 6,076,00 5,880.00 5,880.00 Time: 3:~6pm HeSlaen[ H,story Heport June u;~, zuu,~ Start Resident 000060005 Stop Resident 000060005 Start Date 04/01/2003 Stop Date 12/31/2003 Distribution Code Charge Code Detail/Summary D AREA Print Order Transaction Resident Name Dist Charge code Start Date Stop Date Units Rate Amount Coin/Pat Liab Net Aging Comments 000060005 01 PAYMT 000060005 01 10004 01 PAYMT JONES HELEN PAYMENT RECEIVED- THAI~ 11/13/2003 JONES HELEN SP. CARE ROOM & BOARD ~ 12/01/2003 PAYMENT RECEIVED - THAh 12/11/2003 00/00/0000 12/31/2003 00/00/0000 Total 11/2003: 31 Total 12/2003: Resident Total: Grand Total: 196,00 -2,500.00 3,380,00 3,380.00 6,076,00 -2,500.00 3,576.00 6,076.00 ~__~_..2,500.00 Paid on account.~ 3,576.00 36,/~8.9,Z (9 u) r'- r'- $ E IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS COURT DIVISION IN RE: ESTATE OF HELEN M. JONES, DECEASED : No. 21-04-350 : CERTIFICATE OF SERVICE The undersigned hereby certifies that on this date a true and correct copy of the foregoing Notice of Priority and Non-Priority Claim was served via Certified Mail, Return Receipt Requested and First-Class United States mail, postage prepaid, upon the following: Daniel M. Jones 5100 Erbs Bridge Road Mechanicsburg, PA 17050 Dated: Stanley A. Smith, Esq. Rhoads & Sinon LLP One South Market Square, 12th Floor Harrisburg, PA 17108-1146 Steven M. Montresor m .x -, , /7 ..,., ?- -- -" ->? COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE BUREAU OF INDIVIDUAL TAXES PO Box 280601 HARRISBURG, PA 17128-0601 Telephone January 7,2005 (717) 787-3930 FAX (717) 772-0412 ....., = ~ WI ,- ::CJ ,." (J C) --[) ~~~J r"n ::::: Rhoads & Sinon, LLP Attorneys at Law Twelfth Floor One South Market Square PO BOX 1146 Harrisburg, PA 17108 o ";;~Q ~'" :........ -"- ,:~~.iT' (/;~ Cj -'" .- - -u '_._~ -':-) 1 --'of, _, -n ;=5 ,_._ rn o -r1 -"'" '-."".) w Re: Estate of Helen M. Jones File Number 2104-0350 Dear Stanley A. Smith This is in response to your request for an extension of time to file the Inheritance Tax Return for the above estate. In accordance with Section 2136 (d) of the Inheritance and Estate Tax Act of 1995, the time for filing the return is extended for an additional period of six months. This extension will avoid the imposition of a penalty for failure to make a timely return. However, it does not prevent interest from accruing on any tax remaining unpaid after the delinquent date. The return must be filed with the Register of Wills on or before 06/30/05. Because Section 2136 (d) of the 1995 Act allows for only one extra period of six (6) months, no additional extension(s) will be granted that would exceed the maximum time permitted. .------'; // (JiSincereIY, , c::.. -7f'1, - / . . J" ;" ,. II, ~~ ,,\_d~--;(~ <-- V'~v {/ /J Claudia Maffei, supervi~dr/ Document Processing Unit Inheritance Tax Division ~S'<- RlIOADS & SINON LLP Yvonne R. Durham Phone (717) 231-6677 Fax (717) 232-1459 ydurham@rhoads-sinon.com FILE NO 3176/03 June 22, 2005 Re: Estate of Helen M. Jones File No.: 21-04-0350 Ms. Glenda Farner-Strasbaugh Register of Wills Cumberland County Courthouse 1 Courthouse Square Carlisle, PA 17013 , (-'~ Dear Ms. Famer-Strasbaugh: Enclosed are the following in connection with the above-captioned Estate: 1. Pennsylvania Inheritance Tax Return, in duplicate; 2. Inventory; 3. Check in the sum of $30.00 in payment of your filing fees for the Return and Inventory; 4. Check in the sum of$105.00 in payment of the additional probate fees due; and 5. A copy of this letter, with the first page of Return attached, which we ask that you time stamp and return in the enclosed envelope. Very truly yours, RHOADS & SINON LLP Enclosures cc: Mr. Daniel M. Jones, Executor /1 ~. /'.~~ e R. Durham egal 545485.1 Rhoads & Sinon LLP . Attorneys at Law. Twelfth Floor. One South Market Square. P.O. Box 1146 Harrisburg, PA 17108-1146 . ph (717) 233-5731 . fx (717) 232-1459 . www.rhoads-sinon.com REV-1500 EX (6-00) OFFICIAL USE ONLY COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE DEPT. 280601 HARRISBURG. PA 17128-0601 REV-1500 INHERITANCE TAX RETURN RESIDENT DECEDENT FILE NUMBER ~L COUNTY CODE ~L 0350 ___ YEAR NUMBER I- Z W C w U W C DECEDENT'S NAME (LAST, FIRST, AND MIDDLE INITIAL) Jones Helen DATE OF DEATH (MM-DD-YEAR) DATE OF BIRTH (MM-DD-YEAR) 3/31/2004 9/1/1916 (IF APPLICABLE) SURVIVING SPOUSE'S NAME (LAST, FIRST, AND MIDDLE INITIAL) M SOCIAL SECURIlY NUMBER 204-26-9981 THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS SOCIAL SECURITY NUMBER w .... :ll::: :$U) (.)~:ll::: wD..(.) J:OO (.)~...J D..1II D.. oct: [X] 1. Original Return D 4. Limited Estate [X] 6. Decedent Died Testate (Attach copy of Will) D 9. Litigation Proceeds Received D 2. Supplemental Return D 3. Remainder Return (date of death prior to 12-13-82) D 4a. Future Interest Compromise (date of death alter 12-12-82) D 5. Federal Estate Tax Return Required D 7. Decedent Maintained a Living Trust (Attach copy of Trust) L 8. Total Nu mber of Safe Deposit Boxes D 10. Spousal Poverty Credit (dalo of doalh .O'WOOh 12-31.91 ard 1-1-95) D 11. Election to tax under Sec. 9113(A) (Allach 5<:hO) ~ z w C z o "- rn w ~ 0:: o U NAME Stanle A. Smith, Es ire FIRM NAME (If Applicable) Rhoads & Sinon, LLP TELEPHONE NUMBER 717 -233 -5731 COMPLETE MAILING ADDRESS P. O. Box 1146 Harrisburg, PA 17108 1. Real Estate (Schedule A) (1) 0.00 OFFICIi'L USE ONLY 2. Stocks and Bonds (Schedule B) (2) 28,204.19 z o t= :5 :::I !:: a.. <C u w 0:: 6. J~ Owned Property (Schedule F) U Separate Billing Requested 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (7) (Schedule G or L) (6) 404,000.00 0.00 87,793.58 25,750.00 3. Closely Held Corporation, Partnership or Sole-Proprietorship (3) 4. Mortgages & Notes Receivable (Schedule D) 5. Cash. Bank Deposits & Miscellaneous Personai Property (Schedule E) (4) (5) 0.00 8. Total Gross Assets (total Lines 1-7) 545,747.77 10. Debts of Decedent, Mortgage Liabilities, & Liens (Schedule I) (10) (8) 22,889.01 120,282.23 9. Funeral Expenses & Administrative Costs (Schedule H) (9) (13) 143,171.24 402,576.53 0.00 11. Total Deductions (total Lines 9 & 10) (11) 12. Net Value of Estate (Line 8 minus Line 11) 13. Charitable and Governmental Bequests/See 9113 Trusts for which an election to tax has not been made (Schedule J) (12) 14. Net-Value Subject to Tax (Line 12 minus Line 13) SEE INSTRUCTIONS ON REVERSE SIDE FOR APPLICABLE RATES (14) 402,576.53 15. Amou nt of Line 14 taxable at the spousal tax ~ rate, or transfers under Sec. 9116 (a)(1.2) ~ 16. Amount of Line 14 taxable at lineal rate .... ~ ~ 17. Amount of Line 14 taxable at sibling rate o (.) 18. Amount of Line 14 taxable at collateral rate >< oct: .... 19. Tax Due 20. [K] 0.00 x.O L(15) x.O ~ (16) 0.00 402,576.53 18,115.94 0.00 0.00 x .12 (17) 0.00 (19) 0.00 18,115.94 x .15 (18) CHECK HERE IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT > > BE SURE TO ANSWER ALL QUESTIONS ON REVERSE SIDE AND RECHECK MATH < < 3W46451.000 Decedent's Com lete Address: S1REET ADDRESS 214 North Baltimore Avenue Cumberland County CITY Mount Holl STATE PA ZIP 17065- Tax Payments and Credits: 1. Tax Due (Page 1 Line 19) 2. Credits/Payments A. Spousal Poverty Credit B. Prior Payments C. Discount (1) 18,115.94 0.00 31,936.17 552.63 Total Credits (A + B + C) (2) 32,488.80 3. Interest/Penalty if applicable D. Interest E. Penalty 0.00 0.00 Total InteresUPenalty (D + E) (3) 0.00 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Check box on Page 1 Line 20 to request a refund (4) 14,372.86 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) 0.00 A. Enter the interest on the tax due. (5A) 0.00 B. Enter the total of Line 5 + 5A. This is the BALANCE DUE. Make Check Pa able to: REGISTER OF WILLS, AGENT (5B) 0.00 PLEASE ANSWER THE FOllOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred; D [Jg b. retain the right to designate who shall use the property transferred or its income; D [Jg c. retain a reversionary interest; or D [Jg d. receive the promise for life of either payments, benefits or care? D [il 2. If death occurred after December 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration? D [Jg 3. Did decedent own an "in trust for" or payable upon death bank account or security at his or her death? D [Jg 4. Did decedent own an Individual Retirement Account, annuity, or other non-probate property which contains a beneficiary designation? D []!I IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. Declaration of preparer other than the personal representative is based on all information of which preparer has any knO'Nledge. SIGNATURE OF PERSON RESPONSIBLE F. DATE J () /oJ -~ 0 - ~()'\)5 1146 Harrisburg, PA Harrisburg, PA 17108-1146 For dates of death on or after July 1, 1994 and before January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3% [72 P.S. 99916 (a) (1.1) (i)). For dates of death on or after January 1, 1995, the tax rate imposed on the net value of transfers to or for the use ofthe surviving spouse is 0% [72 P.S. 99116 (a) (1.1) (ii)] The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax retum are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: The tax rate imposed on the net value of transfers from a deceased child twenty-one years of age or younger at death to or for the use or a stepparent of the child is 0% [72 P.S. 99116(a)(1.2)]. J\)l1~D The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5%, except as noted in 72 F The tax rate imposed on the net value of transfers to or for the use ofthe decedenfs siblings is 12% (72 P.S. 9 9116(a)(1.3)]. A sibling individual who has at least one parent in common with the decedent, whether by blood or adoption. 3W4646 1.000 <:--- J - A451 REV-1503 EX + (6-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF SCHEDULE B STOCKS & BONDS FILE NUMBER Helen M. Jones 21 04 0350 All property jointly-owned with right of survivorship must be disclosed on Schedule F. ITEM NUMBER DESCRlPTlON VALUE AT DATE OF DEATH 1. 7,000 Par Pan American World Airways Inc. Debenture, WORTHLESS 0.00 2 505 Shares Principal Finl Group Inc, common CUSIP: 74251V10 17,870.69 3 150 Shares Whirlpool Corp, common CUSIP: 963320106 10,333.50 4 Item 2(a) of Decedent's Will seeks to bequeath her interest in real estate situate in Mexico. The Executor has deter.mined that the real estate in question was owned by a Mexican corporation over which Decedent had possessed management authority but in which Decedent possessed no ownership interest due to restrictions under the laws of Mexico prohibiting ownership by foreigners. The Executor concluded that Decedent owned no stock in the Mexican corporation. 0.00 3W4696 1.000 TOTAL (Also enter on line 2, Recapitulation) $ (If more space is needed. insert additional sheets of the same size) 28,204.19 ~- REV-1504 EX + (6-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN SCHEDULE C CLOSELY-HELD CORPORATION, PARTNERSHIP OR SOLE-PROPRIETORSHIP ESTATE OF FILE NUMBER Helen M. Jones 21040350 Schedule C-1 or C-2 (including all supporting information) must be attached for each closely-held corporation/partnership interest of the decedent, other than a sole-proprietorship. See instructions for the supporting information to be submitted for sole-proprietorships. ITEM NUMBER DESCRIPTION VALUE AT DATE OF DEATH 1. 1,221 Shares Silver Spring Theaters, Inc. stock Valued per attached appraisal 404,000.00 3W4697 1.000 TOTAL (Also enter on line 3. Recapitulation) (If more space is needed, insert additional sheets of the same size) $ 404,000.00 r- -. REV-1505 EX + (1}98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE C-1 CLOSELY-HELD CORPORATE STOCK INFORMATION REPORT ESTATE OF FILE NUMBER Helen M. Jones 21 04 0350 1. Name of Corporation Silver Sprinq Theaters, Inc. Address 5100 Erbs Bridge Road State of Incorporation PA Date of Incorporation 1/6/1949 City Mechanicsburq State PA Zip Code 17050 Total Number of Shareholders 3 2. Federal Employer 1.0. Number 2 3 -162 318 0 3. Type of Business Real es ta te Business Reporting Year 12 /31/2005 ProducUService Lessor of real estate 4. Common Votin 2,910 1,221 $ 404,000.00 Preferred $ Provide all rights and restrictions pertaining to each class of stock. 5. Was the decedent employed by the Corporation? 0 Yes 00 No If yes, Position Annual Salary $ o . 00 Time Devoted to Business 6. Was the Corporation indebted to the decedent? If yes, provide amount of indebtedness $ DYes 00 No 0.00 7. Was there life insurance payable to the corporation upon the death of the decedent? o Yes 00 No If yes, Cash Surrender Value $ Owner of the policy o . 00 Net proceeds payable $ 0.00 8. Did the decedent sell or transfer any stock in this company within one year prior to death or within two years if the date of death was prior to 12-31-82? o Yes [j] No If yes, 0 Transfer 0 Sale Number of Shares 0 Transferee or Purchaser Consideration $ 0 .00 Date Attach a separate sheet for additional transfers and/or sales. 9. Was there a written shareholder's agreement in effect at the time of the decedent's death? If yes, provide a copy of the agreement 10. Was the decedent's stock sold? [j] Yes ONo DYes I]g No If yes, provide a copy of the agreement of sale, etc. 11. Was the corporation dissolved or liquidated after the decedent's death? o Yes 00 No If yes, provide a breakdown of distributions received by the estate, including dates and amounts received. 12. Did the corporation have an interest in other corporations or partnerships? o Yes 00 No If yes, report the necessary information on a separate sheet, including a Schedule C-1 or C-2 for each interest. THE FOllOWING INFORMATION MUST BE SUBMITTED WITH THIS SCHEDULE A. Detailed calculations used in the valuation of the decedent's stock. B. Complete copies of financial statements or Federal Corporat.e Income Tax returns (Form 1120) for the year of death and 4 preceding years. C. If the corporation owned real estate, submit a list showing the complete address/es and estimated fair market value/s. If real estate appraisals have been secured, attach copies. D. List of principal stockholders at the date of death, number of shares held and their relationship to the decedent. E List of officers, their salaries, bonuses and any other benefits received from the corporation. F. Statement of dividends paid each year. List those declared and unpaid. G. Any other information relating to the valuation of the decedent's stock. (If more space is needed, insert additional sheets of the same size) 4W4698 1.000 REV.1506 EX + (6-96) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE E CASH, BANK DEPOSITS, & MISC. PERSONAL PROPERTY ESTATE OF Helen M. Jones FILE NUMBER 21 04 0350 Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointly-owned with the right of survivorship must be disclosed on Schedule F. ITEM NUMBER DESCRIPTION VALUE AT DATE OF DEATH 1 GE Capital Assurance, nursing home insurance, last 15 days at Kinkora Home, 3/16-3/30 1,162.50 2 PNC Bank Checking Account No.:51-4018-6399 5,631.08 3 Installment Sales Agreement for real property 214 North Baltimore Street, Mt. Holly Springs, PA, dated February 24, 2004 81,000.00 3W46AO 1.000 TOTAL (Also enter on line 5 Recapitulation) $ (If more space is needed, insert additional sheets ofthe same size) 87,793.58 REV-1509 EX + (6-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Helen M. Jones SCHEDULE F JOINTL Y-OWNED PROPERTY FILE NUMBER 21 04 0350 If an asset was made joint within one year of the decedent's date of death, it must be reported on Schedule G. SURVIVING JOINT TENANT(S) NAME ADDRESS RELATIONSHIP TO DECEDENT A. Jones, Daniel M 5046 Erbs Bridge Road, Mechanicsburg, PA 17050-2410 Son B. c. JOINTLY-OWNED PROPERTY: LErTER DATE DESCRlPilON OF PROPERTY %OF DATE OF DEATH ITEM FOR JOINT MADE INCLUDe NAME OF FINPt.NCIAL INSTlTunON AND BANK ACCOUNT DATE OF DEATH DECO'S VALUE OF 'l.MBERORSlMILAR IDENTIFYING NUMBER ATTACH DEED FOR NUMBER TENANT JOINT JOINT1.Y-HELD REAL ESTATE. VALUE OF ASSET INTEREST DECEDEN1'S INTEREST 1. A. 1 A Installment Sales Agreement for real property, 220 North Baltimore Avenue, Mt. Holly Springs, PA, dated March 26, 2004, providing for total payments of $51,500 over a period of 300 months. This property was titled in the names of decedent and her son, Daniel M. Jones, as tenants with right of survivorship. The property was purchased with funds of decedent and her deceased husband. 51,500.00 50.0000 25,750.00 -- TOTAL (Also enter on line 6 Recaoitulationl $ 25,750.00 3W46AE 1.000 (If more space is needed, insert addttional sheets of the same size) REV-1511 EX + (12-99) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Helen M. Jones ITEM NUMBER A. B. 2. FUNERAL EXPENSES: 1. None SCHEDULE H FUNERAL EXPENSES & ADMINISTRATIVE COSTS Debts of decedent must be reported on Schedule I. DESCRIPTION Name of Personal Representative(s) Social Security Number(s) I EIN Number of Personal Representative(s) Claimant Street Address City Relationship of Claimant to Decedent 4. 5. Accountant's Fees Probate Fees 1. ADMINISTRATIVE COSTS: Personal Representative's Commissions Street Address City Year(s) Commission Paid: Attorney Fees State PA Zip 3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation) 7. 6. Tax Return Pre parer's Fees 1 ~ -~ 3W46AG 1.000 AnyWhere Property Management Reimbursement for payment of estate expenses State Zip Total from continuation schedules . FILE NUMBER 21 04 0350 TOTAL (Also enter on line 9. Recapitulation) (If more space is needed, insert additional sheets of the same size) $ AMOUNT 17,500.00 466.00 32.48 4,890.53 22,889.01 Estate of: Helen M. Jones 204-26-9981 :r--- - ~ Schedule H Part 7 (Page 2) 2 Commercial-Industrial Realty Co. Consulting fees 600.00 3 Cumberland County Register of Wills Exemplified Copy of the will 66.50 4 Cumberland Law Journal Advertisement of Grant of Letters Testmentary 75.00 5 Equiserve L.P. Certificate Replacement Account (Replace Cert No. 01037737 for Whirlpool stock) 258.98 6 Greenberg & Company, P.C. Inv. #18881, accounting services 750.00 7 Mark Greenberg Appraisal fee, Silver Spring Theaters stock 2,500.00 8 Rhoads & Sinon, LLP Reserve for out-of-pocket expenses 500.00 9 The Patriot News Advertising Grant of Letters Testamentary 140.05 Total (Carry forward to main schedule) 4,890.53 REV-1512 EX + (12-03) SCHEDULE I DEBTS OF DECEDENT, MORTGAGE LIABILITIES, & LIENS COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RElURN RESIDENT DECEDENT ESTATE OF Helen M. Jones FILE NUMBER 21 04 0350 Report debts incurred by the decedent prior to death which remained unpaid as of the date of death, Including unreimbursed medical expenses. ITEM NUMBER DESCRIPTION VALUE AT DATE OF DEATH 1. Capital One Bank Account No.: 5291-4912-8288-5225 Balance due at date of death on credit card account 4,057.40 2 Discover Card Account No.: 6011-0028-2002-9999 Balance due at date of death on credit card account 289.09 3 Kinkora Pythian Home March 2004 Care 3,297.35 4 Messiah Village, claim for nursing services. This claim is currently under dispute. Copy of claim form attached 43,798.87 5 Met-Ed - Final Bill 105.95 6 Metro-Med Services Medical Expenses 235.00 7 Pharmerica Balance due at death 500.00 8 Rhoads & Sinon, LLP Attorneys fees for services rendered to decedent before her death, including estate planning and general matters 704.57 9 Silver Spring Theaters Loans to decedent on the corporation's books at her death 67,294.00 ,..--- -~ 120,282.23 3W46AH 2.000 TOTAL (Also enter on line 10, Recapitulation) $ (If more space is needed, insert additional sheets of the same size) REV-1513 EX.. (9-00) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Helen M. Jones SCHEDULE J BENEFICIARIES FILE NUMBER 21 04 0350 NUMBER I 1 NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY TAXABLE DISTRIBUTIONS [include outright spousal distributions, and transfers under Sec. 9116 (a) (1.2)] Daniel M. Jones 5046 Erbs Bridge Road Mechanicsburg, PA 17050-2410 RELATIONSHIP TO DECEDENT Do Not List Trustee(s) AMOUNT OR SHARE OF ESTATE 60% Residue: 241,545.92 Son 241,545.92 2 Penelope De Mello E Souza Major Rubens Vaz 722, Apt. 301, Gavea Rio de Janeiro, Brazil 22470-070, OS 40% Residue: 161,030.61 Daughter 161,030.61 ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18, AS APPROPRIATE, ON REV-1500 COVER SHEET II NON-TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT BEING MADE B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS ~- -- 3W46A11.000 -TOTAL OF PART 11- ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET (If more space is needed, insert additional sheets of the same size) $ 0.00 ,'; :7.t+'~, .'~" ,',.. ,',^D1~~;~::;,~~~~,'::'"'JL''' ,'-: ,',: ':;~ :~:;':i~ ~" .~, ~~' . " ,',,' LAST WILL AND TESTAMENT OF HELEN M. JONES I, HELEN M. JONES, of Cumberland County, Pennsylvania, being of sound and disposing mind and memory, do make, publish and declare this to be my Last Will and Testament, hereby revoking all Wills and Codicils by me at any time previously made. I am the widow of Richard J. Jones (hereinafter referred to as "My Spouse") and the children born of our marriage are Penelope De Mello E Souza and Daniel M. Jones. As used herein the term "my children" shall refer to the aforelisted children born of my marriage with My Spouse. 1. TANGIBLE PERSONALTY. I give and bequeath all of my household furniture and furnishings, automobiles, other motor vehicles, books, pictures, jewelry, china, crystal, appliances, silverware, wearing apparel, articles of household or personal use or adornment, collections, artworks, boats and recreational equipment and vehicles, excluding any articles disposed of under ITEM 2(a) hereof, to my children living at my death in as nearly equal shares as they shall select under the supervision of my Executor. Any cost of packing and shipping said personalty to the beneficiaries, including insurance, shall be paid by my Executor as a general administration cost. If any such articles cannot be Page 1 of 13 Pages 273967.1 fairly divided or distributed in kind in the opinion of my Executor, such articles shall be sold and the proceeds thereof shall pass as a part of my residuary estate. 2. BEOUESTS. I give and bequeath to my son, DANIEL M. JONES, if he survives me, the following: (a) All of my right, title and interest in real and tangible personal property situate in Mexico and (b) All of my right, title and interest in real estate known and numbered as 1406 Redbud, McAllen, Texas. 3. RESIDUE. I give, devise and bequeath all of the rest, residue and remainder of my property, real, personal and mixed, not disposed of in the preceding portions of this Will, including all property over which I hold a power of appointment (which powers of appointment I hereby exercise in favor of my estate), as follows: (a) Forty Percent (40%) of such residue to my daughter, PENELOPE DE MELLO E SOUZA, if she survives me, or if she does not survive me, to her issue living at my death, per stirpes, subject to paragraph (d) of this ITEM. (b) The balance of my said residuary estate to my son, DANIEL M. JONES, if he survives me, or if he does not survive me, to his issue living at my death per stirpes, subject to paragraph (d) of this ITEM. (c) If at my death I own any shares in Silver Spring Theaters, Inc., a Pennsylvania business corporation, I direct that such shares be retained as an asset of my estate and be distributed in kind pursuant to this ITEM 3 (subject to any restrictions to which I agreed in writing during my lifetime), with Forty Percent (40%) of such shares passing pursuant to Paragraph (a) (if Penny survives me) and Sixty Percent Page 2 of 13 Pages (60%) of such shares passing pursuant to Paragraph (b) (if Daniel survives me) . (d) If any assets pass to the issue of a deceased child of mine pursuant to paragraph (a) or (b) of this ITEM, and should any such issue not then have attained the age of twenty-five years, each such issue's share shall be distributed to my Trustee hereinafter named, IN TRUST NEVERTHELESS, each to be held, administered and disposed of as a separate trust estate in accordance with ITEM 4 for the benefit of each such issue (the "Grandchild's Trust"). 4. GRANDCHILD'S TRUST. My Trustee shall have, hold, manage, invest and reinvest the assets of each Grandchild's Trust, collect the income and (a) Until the beneficiary of the Grandchild's Trust (the "Grandchild") shall have attained the age of twenty-one years, my Trustee shall from time to time pay to or for the benefit of the Grandchild such amounts of the net income and principal of the Grandchild's Trust as, in the sole discretion of my Trustee, shall be necessary for the Grandchild's maintenance, support, medical and nursing care and education, including college and graduate education, taking into. consideration any other means readily available for such purposes. At the end of each year any unexpended income shall be added to the principal of the Grandchild's Trust. (b) After the Grandchild shall have attained the age of twenty-one years, my Trustee shall thereafter pay to the Grandchild the net income derived from the Grandchild's Trust in installments not less frequently than quarterly and such amounts of the principal as, in the sole discretion of my Trustee, shall be necessary for the Grandchild's maintenance, support, medical and nursing care and education, including college and graduate education, taking into consideration any other means readily available for such purposes. (c) If at the time of the creation of the Grandchild's Trust the Grandchild shall have then attained the age of twenty-five years or if the Grandchild shall thereafter attain that age, my Trustee Page 3 of 13 Pages /""" -".C',""""",,-"--'-'-"---'-'- ___H .-.. - --''''-~-'''-' .-.-....__.-.-~~......-._--~,..__....__._...... _..~--_.. _. shall distribute outright to the Grandchild the then remaining principal of the Grandchild's Trust. (d) If a Grandchild shall die before final distribution of the assets of the Grandchild's Trust is made, the then remaining principal and any undistributed income of the Grandchild1s Trust shall be distributed to the Grandchild's issue then living, per stirpes; or if the Grandchild shall have no issue then living, to the issue then living of the parent of the Grandchild who was a child of mine, per stirpes, or, if such parent shall have no issue then living, to my issue then living, per stirpes; provided, however, in any event, if any such beneficiary is then a beneficiary of a Grandchild's Trust hereunder, the share of such beneficiary shall be added to the principal of such Grandchild's Trust, as if an integral part thereof, to be held, administered and disposed of in accordance with the terms thereof. 5. PERPETUITIES PROVISIONS. Nothing herein is intended to, nor shall it be construed to, postpone the vesting of any part of the assets of any separate trust estate hereunder for more than twenty-one years after the death of the survivor of me and my issue living at the time of my death. At the expiration of such period the assets of all the separate trust estates hereunder shall immediately vest in fee simple absolute in and be distributed outright to the person or persons then entitled to receive the income therefrom, whether in my Trustee's discretion or otherwise. 6. SPENDTHRIFT PROVISION. No interest in income or principal of my estate or any trust created hereunder shall be subject to attachment, levy or seizure by any creditor, spouse, assignee or trustee or receiver in bankruptcy of any beneficiary Page 4 of l3 Pages rar:' ,:cl';'.;c;~;"-C-- -c. "0 _ _.,...._ .~......_.".,.._.....,_:... ",..:.._~. _"'"," . . -.. ..... of my estate or of any trust created hereunder prior to the beneficiary's actual receipt thereof. My Executor or Trustee shall pay over the net income and the principal to the beneficiaries here~n designated, as their interests may appear, without regard to any attempted anticipation (except as may be specifically provided herein), pledging or assignment by any beneficiary of my estate or of any trust created hereunder and without regard to any claim thereto or attempted levy, attachment, seizure or other process against said beneficiary. 7. SURVIVAL PRESUMPTIONS. Any person who shall have died at the same time as I or under such circumstances that it is difficult or impossible to determine who shall have died first, shall be deemed to have predeceased me. Any person other than me who shall have died at the same time as any then beneficiary of income of my estate or a trust created hereunder or under such circumstances that it is difficult or impossible to determine who shall have died first, shall be deemed to have predeceased such beneficiary. 8. FIDUCIARY POWERS. In the settlement of my estate and during the continuance of any trust created hereunder, my Executor and my Trustee shall possess, among others, the following powers, exercisable without prior court approval, but in all cases to be exercised for the best interests of the beneficiaries: (a) To retain any investments I may have at my death so long as my Executor or Trustee may deem it Page 5 of 13 Pages ~ ,,~~~~~..t'1.7t~;"~, ~,:,:""~~,7'::":-"-;-'. ~"::'-::;r':'":,::;"""iJ:~- -,.<..;lI':"'~:".'<"'''''''' ~~::;':::C-::;~,~'::':::.', -_---;": '..: -:;'" .- advisable to my estate or trust so to do, including securities owned, issued or underwritten by any corporate Executor or Trustee or any of their affiliates. (b) To vary investments, when deemed desirable by my Executor or Trustee, and to invest in such bonds, stocks, notes, real estate mortgages or other securities or in such other real or personal property, including securities owned, issued or underwritten by any corporate Executor or Trustee or any of their affiliates, or as to which my corporate Executor or Trustee or any of their affiliates are investment advisors, as my Executor or Trustee shall deem wise, without being restricted to so called "legal investments" . (c) In order to effect a division of the principal of my estate or trust or for any other purpose, including any final distribution of my estate or trust, my Executor or Trustee is authorized to make said divisions or distributions of the personalty and realty partly or wholly in kind. If such division or distribution is made in kind, said assets shall be divided or distributed at their respective values on the date or dates of their division or distribution. In making any division or distribution in kind, my Executor or Trustee shall divide or distribute said assets in a manner which will fairly allocate any unrealized appreciation among the beneficiaries. (d) To sell either at public or private sale and upon such terms and conditions as my Executor or Trustee may deem advantageous to my estate or trust, any or all real or personal estate or interest therein owned by my estate or trust severally or in conjunction with other persons or acquired after my death by my Executor or Trustee, and to consummate said sale or sales by sufficient deeds or other instruments to the purchaser or purchasers, conveying a fee simple title, free and clear of all trust and without obligation or liability of the purchaser or purchasers to see to the application of the purchase money or to make inquiry into the validity of said sale or sales; also, to make, execute, acknowledge and deliver any and all deeds, assignments, options or other writings which may be necessary or desirable in carrying out any of the powers conferred Page 6 of 13 Pages ~... -:~!W'~~lj~~~,~~,.~jK.'h~~'~;~':""".-<"""".;..\"""~.-"'~~~""""""'"$I."""'.~'lol::v,.~~~",.....~,........{,.~.J:_~"".J ..._","!":"'.~,:;:::-.'-"'~~"""""""'.~~: __ upon my Executor or Trustee in this paragraph or elsewhere in this Will. (e) To mortgage real estate and to make leases of real estate for any term. (f) To borrow money from any party, including my Executor or Trustee, to pay indebtedness of mine or of my estate or trust, expenses of administration, Death Taxes or other taxes. (g) To pay all costs, expenses, legally enforceable debts, funeral expenses and~charges in connection with the administration of my estate or trust. (h) To vote any shares of stock which form a part of my estate or trust and to otherwise exercise all the powers incident to the ownership of such stock and to actively manage and operate any incorporated or unincorporated business, including any joint ventures and partnerships, and to incorporate any such unincorporated business, with all the rights and powers of any owner thereof. (i) In the discretion of my Executor or Trustee, to unite with other owners of similar property-in carrying out any plans for the reorganization of any corporation or company whose securities form a part of my estate or trust. (j) To assign to and hold in my estate or trust an undivided portion of any asset. (k) To hold investments in the name of a nominee. (1) To compromise controversies. (m) To disclaim, in whole or in part, any and all interests in property owned by me at the time of my death, including those passing to me by Will, intestacy, contract, joint ownership, operation of law or otherwise. (n) To divide any trust hereunder into two or more separate, but identical, trusts. To divide any trust hereunder which would have a generation skipping transfer tax inclusion ratio other than one (1) or zero Page 7 of 13 Pages ~~ "~~, \1f"",~~~ibi;i:;".t~-;:r;:':~~i;~"7~W~~~~~~~'I'''''.'''';L,'';'',~....~~i'f_'Z,~''t-:::~:!:,".~::.~..; ..;<~...:::"'~~.;~:~':'<_ (0), into two (2) separate trusts which are fractional shares, known as the "exempt trust" and the "nonexempt trust". The exempt trust is that fractional share of the total trust fund that has a generation skipping transfer tax inclusion ratio of zero (0), and the nonexempt trust is the remaining factional share of the trust, with a generation skipping transfer tax inclusion ratio of one (1). The terms and conditions of the nonexempt trust and the exempt trust will be identical. Any reference to a trust created under this Will, without a further specification or limitation, shall be deemed to refer to both the exempt trust and the nonexempt trust, in proportionate amounts, where relevant. The assets of each separate exempt and nonexempt trust shall be held, administered and invested as separate trusts, and my Trustee shall maintain adequate accounting and records for both such trusts. My Executor shall indicate on the federal estate tax return filed for my estate that separate trusts will be created (or funded) and clearly set forth the manner in which the trust is to be severed and the separate trusts funded. (0) To designate one or more persons or a corporation to act as ancillary fiduciary in any jurisdiction in which ancillary administration may be necessary, such ancillary fiduciary to serve without bond or security and to have all powers, authorities and discretions conferred hereunder. (p) To employ and compensate from income or principal, in the discretion of my Executor or Trustee, investment and legal counsel, accountants, brokers and other specialists, and, whenever there shall be no corporate Executor or Trustee in office, a corporate custodian, and to delegate to investment counsel discretion with respect to the investment and reinvestment of any or all of the assets held hereunder. (q) To manage and develop all or any part of any real property that may be owned by my estate or any trust, including but not limited to, the power to subdivide (including the dedication of parks, easements or streets, with or without consideration); to obtain the vacation of a plat or adjust boundaries; to submit property to a condominium project and do all acts necessary in connection therewith; to grant options to purchase or to lease; to construct buildings or to alter Page 8 of 13 Pages ,'~'<,~".. ~," '.;'-.;"":.'.'.~' ,~,..,.",. .,,' " .",." W ~,! ~. i. ""I...'... ~. ~. ~.i ;4 '1 ~ i .J I or remove buildings, and make such improvements to real property as my Executor or Trustee determines to be appropriate (including improvements not situated directly on the particular real property); to grant easements or encumbrances of any kind, and to release any interest in the property; and to abandon or demolish any property including an interest in real property deemed by my Executor or Trustee to be worthless or of insufficient value to keep or protect. 9. EXCULPATORY CLAUSES. In the settlement of my estate: (a) My Executor shall not be personally liable for any loss to my estate or to any beneficiary of my estate resulting from an election made in good faith to claim a deduction as an income tax deduction or as an estate tax deduction. (b) In valuing property in my gross estate for the purposes of any Death Tax, my Executor shall not be personally liable for any loss to my estate or to any beneficiary of my estate resulting from my Executor's decision made in good faith to use a particular valua- tion date. (c) I anticipate that my interest in Silver Spring Theaters, Inc. or a successor business organization may be held hereunder. I intend that my fiduciaries shall have complete freedom to deal with such interest as they deem most advantageous for my estate and the trusts hereunder, subject to any limitations I may have accepted or contracted for during my lifetime. To this end, I recognize that exercise of the discretionary powers conferred on my fiduciaries by other provisions of this Will may involve an unusual degree of delegation of discretion, that my fiduciaries may frequently be dealing with my Estate or a trust hereunder as an employee, agent, creditor or purchaser of the business and that it may be desirable to retain the interest or invest additional assets therein even though this involves a larger degree of risk or less diversification than is customary for fiduciary investment and I authorize all such actions to be taken without approval of any court or other persons. Page 9 of 13 Pages ~ ',lIL.>.~,.l":i/lil;wM~.i"",_~'....~41~'Ii~~!I'~tr~~'.."-",,.....~~:;::,~~-""+,,",,..,....,,.,;., . .... ., . ........ .." ,"", 10. TAX CLAUSE. All inheritance, estate and similar taxes becoming due by reason of my death, except any taxes relating to generation skipping transfers imposed under Chapter 13 of Subtitle B of the Internal Revenue Code, as amended ("Death Taxesll), whether such Death Taxes shall be payable by my estate or by any recipient of any property, shall be paid by my Executor out of the property passing under ITEM 3 of this will as an expense and cost of administration of my estate. Except to the extent above provided, my Executor shall have no duty or obligation to obtain reimbursement for any Death Taxes paid by my Executor, even though paid with respect to proceeds of insurance or other property not passing under this Will. 11. CUSTODIAN OF ESTATES. If at any time any individual under the age of twenty-one shall be entitled to receive any assets free of trust by reason of my death, whether payable hereunder, by operation of law, contract or otherwise, I appoint my Trustee hereinafter named as Custodian for such individual under the Pennsylvania Uniform Transfers to Minors Act. 12. TRUST MERGERS AND TERMINATIONS. (a) If there should be established by My Spouse, either by Last Will and Testament or by inter vivos Deed or Agreement, trusts similar to the trusts herein established for the benefit of my issue, my Trustee herein shall have the right and power to merge trusts herein established with similar trusts for the same beneficiaries established by My Spouse and to operate each of the merged trusts as a single trust. Page 10 of 13 Pages ~',~"l'!""..~H..o/''li".J~. ~1f }~::~fi.i.b):' ;t~i. '''''""".l;.R(.lll!;~.~.~,....~l<o.All\lo;Il~\\tJ!.". _.~J~~>;..,"""",,,,,,,,,,,_,4.l""~,""","~''''''.'_.''';.~,.-",, ..,~",,,;,,__,_",,_,,,,,,,,,,--,,,, '~'''''''.,_",.....,...~~".;.' E(b): f>If\,':;dn:t:the:.sole..:discretion:of,: my' Trustee, at- any time any trust hereunder is or becomes too small to justify' its rnaintenance~' as; a separate., trust, my Trustee, without any liability to any person or remainderman whose interest may beiaffected thereby and without the necessity of court approval, shall terminate such trust by distributing all the income and principal of the trust to the then income beneficiary or beneficiaries of said trust. If any additions to any such trust are received after its termination under this ITEM, such trust shall be revived and this provision shall continue to apply to it. The Trustee discretion herein granted shall in no event be construed as giving any potential distributee of a trust the right to compel a termination in whole or in part of such trust. 13. EXECUTOR APPOINTMENT. I hereby appoint my son, DANIEL M. JONES, as Executor of this Will. If for any reason my son should fail or cease to act, I appoint KEYSTONE FINANCIAL INC., with offices in Harrisburg, Pennsylvania, as Executor. All references in this Will to my "Executor" shall refer to my originally named Executor, or to my successor Executor, as the case may be. 14. TRUSTEE APPOINTMENT. I hereby appoint my son, DANIEL M. JONES, and KEYSTONE FINANCIAL, INC., as Co-Trustees of any trust created hereunder. If for any reason my son should fail or cease to act, KEYSTONE FINANCIAL INC. shall act or continue to act with all of the powers granted to the two of them. So long as a Trustee or the issue of such Trustee is a beneficiary of any trust hereunder, such Trustee shall not (i) participate in any discretionary determination of the Trustee to distribute principal or income of such trust to or for the benefit of such beneficiary Page 11 of 13 Pages III 1 17 .~ 1 iiXt~iV'-~ ,'1"'- '....'17 . ....,1........,. "'j ,...,;,.,........,.'..............-.-.-..-- .~'. or to or for the benefit of his or her issue; or (ii) participate in any discretionary determination of the Trustee to terminate said trust under the ITEM hereof entitled "TRUST MERGERS AND TERMINATIONS". An individual Trustee shall be deemed to have failed to serve as Trustee hereunder if, among other reasons, the treating physician of said individual Trustee shall certify in writing that such Trustee possesses permanent mental or physical incapacities which preclude such Trustee from discharging his or her duties as Trustee hereunder. The non-corporate Co-Trustee serving from time to time, shall be authorized, by written notice directed to the. Trustee, to (1) remove any corporate Trustee, for any reason, without cause and without Court approval, (2) replace said corporate Trustee with another corporate Trustee having fiduciary powers and (3) designate a person to serve as his successor as Co-Trustee hereunder. Any Trustee serving hereunder shall have the right to resign from such office at any time, with or without cause and without Court approval. No successor Trustee shall be liable for the actions of a resigning or removed Trustee occurring prior to such successor Trustee taking office. All references in this Will to my "Trustee" shall refer to my originally named Co-Trustees or to my sole successor Trustee, as the case may be. 15. WAIVER OF BOND: FIDUCIARY FEES. Any Custodian, Executor or Trustee shall qualify and serve without the duty or Page 12 of 13 Pages ,,:,,.,,...;.', '~r'';.''::'"'' ~~~~j;}_: " ~~~t~~;::.~ "'~ -,~- --~~. " - ~. " , n'''l '!, '''JlI'''~~ir"n'H' ." ~ [' --c- . -r"') ....... "._' ".. "~';""-""'-'- "-"'-"'"',~ :;~.;:,~"" "' obligation of filing any bond or other security. Any corporate i~\,,;, ~. ".i fiduciary shall be entitled to compensation for services in :;-:!;" . accordance with the standard schedule of fees in effect when the services are rendered. IN WITNESS WHEREOF, I have set my hand and seal to this, my Last will and Testament, consisting of this and the preceding twelve (12) pages, this (~,ay of flU<lrck , 1999. \4. m,~ Helen M. Jone (SEAL) We, the undersigned, hereby certify that the foregoing Will was signed, sealed, published and declared by the above-named Testatrix as and for her Last Will and Testament, in the presence of us, who, at her request and in her presence and in the presence of each other, have hereunto set our hands and seals the day and year above written, and we certify that at the time of the ex ution th~ eof, the said Testatrix was of sound and disposing an<1 memo y. ( SEAL) / Residing I n1 A (SEAL) Page 13 of 13 Pages OF a~~ SS: . ~~vt1.~ (J and and We, HELEN. M. JONES, ':"~ZJ;,~~___ the respectively, whose names are signed to the foregoing instrument, Testatrix the Witnesses, having been sworn, do hereby declare to the undersigned officer that the Testatrix, in the presence of the Witnesses, signed said instrument as her Last Will and Testament, that she signed voluntarily, that each of the witnesses, in the presence of the Testatrix and of each other, signed said Will as a witness and that to the best of the knowledge of each witness, the Testatrix was at the time of sound mind and under no constraint or undue influence. )~m.~ H~ Wi s ~\ .~C~~ i ness Subscribed and acknowledged before me by HELEN M. JONES, the Testatrix, and subscribed ~,A'. ~ and witnesses, on this /~ day of and sworn to before me by ~~~A~~ the ~d!u~ -, 1999. .~ ~~~/~ Public Commission Expires: (SEAL) Notarial Seal Yvonne R. Durham. Notary Public Harrisburg, Da:Jphin County My Commission Expires Aug. 20, 2001 Member, Pennsylvania Association of Notaries . - _..-~~"~"-"'~~~'~:-':""'.:--r:~-:-'1:'r~""""'""='~~~~. . VALUATION REPORT OF SILVER'SPRINGS THEATRES, INC. AS OF MARCH 31, 2004 REPORT DATED May 31, 2005 Member of American Institute of Certified Public Accountants Pennsylvania Institute of Certified Public Accountants Association of Insolvency and Restructuring Advisors Greenberg & Company Certified Public Accountants 765 Poplar Church Road P. O. Box 1244 Camp Hill, PA 17001-1244 E-Mail Addressmzg@greenbergco.com www.l!:reenberl!:co.com Telephone -- -.......... (717) 975-3900 Fax (717) 975-0698 December 10,2004 Silver Springs Theatres, Inc. Mr. Daniel Iones P. O. Box 7270 Mechanicsburg, PA 17050 Re: Valuation of Silver Springs Theatres, Inc. Dear Mr. Iones: At your request, we have prepared an opinion of the Fair Market Value of a 1221.0 Shares of Common Stock in Silver Springs Theatres, Inc. ("SSTI" or the "Companyl1) as of March 31, 2004. Based on the information contained in the detailed narrative report, which follows, it is our considered opinion that the Fair Market Value of a 1221.0 Shares of Common Stock in the Company as of March 31, 2004 is best expressed as: $ 404,000.00 The opinions expressed in this valuation are contingent upon the conditions set forth in the Appraisal Procedures section and the Statement of Assumptions and Limiting Conditions that are a part of this report. / ~--_. -~ '- --0 VALUATION REPORT OF THE FAIR MARKET VALUE OF 1221.0 SHARES OF COMMON STOCK IN SIL VER SPRINGS THEATRES, INC. OWNED BY HELEN JONES AS OF: MARCH 31, 2004 REPORT DATED: May 31,2005 . - -----" TABLE OF CONTENTS INTRODUCTION ECONOMIC AND REAL ESTATE INDUSTRY CONDITIONS CONWANYBACKGROUND FINANCIAL ANALYSIS VALUATION DETERMINATION OF DISCOUNTS CONCLUSION OF FAIR MARKET VALUE PAGE 1 2-5 5 6-7 7 8 - 11 12 APPENDIX A - ANALYSIS OF TRADING IN TRIPLE-NET-LEASE MINORITY INTERESTS APPENDIX B - ASSUNWTIONS AND LIMITING CONDITIONS APPENDIX C - CERTIFICATIONS APPENDIX D - STATEMENT OF QUALIFICATIONS APPENDIX E - GLOSSARY OF TERMS 1 . - --... INTRODUCTION Objective The objective of our analysis is to provide an opinion of the Fair Market Value of 1221.0 Shares of Common Stock in Silver Springs Theatres, Inc. ("Company" or "SSTr') as of March 3 l, 2004. This report will provide a detailed narrative explanation of the methods, procedures, and calculations used to arrive at our opinion of the Fair Market Value. The purpose of this valuation is to assist the Executor of the Estate of Helen Jones in the preparation of the estate tax return. Our analysis was conducted for this purpose and use only. It should be used for no other purpose or use. Our opinion of Fair Market Value is the result of a detailed analysis including data accumulations, qualitative analysis, fInancial analysis, and selection of appropriate valuation criteria. All of the foregoing is then combined with informed professional judgment to produce a reasonable opinion of the Fair Market Value. Fair Market Value is defmed as the value, expressed in cash or its equivalent, at which the property would change hands between a willing buyer and a willing seller when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both parties having reasonable knowledge of relevant facts. Our valuation of the interest in Silver Springs Theatres, Inc. as of March 31, 2004, was performed in a manner consistent with the guidelines set forth in Revenue Ruling 59-60, 68-609, and 77-287 as they relate to Internal Revenue Code Section 203 I and Treasury Regulations 20-2031 pertaining to the valuation of business interests for gift and estate tax purposes. In addition, our opinion of Fair Market Value relied on a "value in use" or going concern premise. This premise assumes that the Company is an ongoing business enterprise with management operating in a rational way with a goal of maximizing company value. Our analysis considers those facts and circumstances present at the Company at the Valuation Date. Our opinion would most likely be different if another Valuation Date were used. Appraisal Procedures Our analysis began with the receipt and reading of certain information relating to the financial and operating procedures for the Company. This information included the Company's Corporate Articles of Incorporation and By-Laws, books and records of the Company, Federal and State corporate income tax returns. Approach Our approach has been to determine the value which a prospective purchaser of a minority, non-controlling, interest in the Company would pay on the valuation date, taking into consideration all of the facts and circumstances affecting the Company and existing on the valuation date. We reviewed and considered the various methods of estimating the value of the business of the Company. Factors that influence the value of the Company are reviewed, analyzed and interpreted below. - 1 - -- ---.. ECONOMIC AND REAL ESTATE INDUSTRY CONDITIONS The Company owns a 100.0% interest in a tract of land containing thirteen and ten-hundredths (13.10) acres that is leased to Mechanicsburg Developers, LLC an unrelated entity ("Mechanicsburg"). Mechanicsburg's primary holding is a stand alone structure housing a national department store in Mechanicsburg, Pennsylvania. We believe the following comments by the Federal Reserve Board in their October 27, 2004 Beige Book are important to the valuation of the Company. Reports from the twelve Federal Reserve Districts generally indicated that Economic activity continued to expand in January and February, according to information received by Federal Reserve District Banks. Growth was variously described as moderate in Boston, Philadelphia, Cleveland, Atlanta, Chicago, St. Louis, and Kansas City, firm in Minneapolis, sound in San Francisco, and showing signs of accelerating in New York, Richmond, and Dallas. Consumer spending rose in most Districts. There were gains in sales of general merchandise in January and February in all Districts except St. Louis, which reported a slight decline. In contrast to the general improvement in merchandise sales, motor vehicle sales slowed in most Districts. Tourism activity increased compared to last winter. Service sector activity has been expanding. Manufacturing output continued to rise in all Districts except Cleveland, where it has been steady. Real estate market conditions showed little change: commercial markets generally remain soft and demand for housing continues to be strong. Agricultural conditions were mixed: demand for beef appears to be recovering from the effects of mad cow disease but exports of poultry products have been curtailed by the outbreak of avian influenza. Oil and gas production remain at high levels and iron ore processing has increased. Bank lending has been growing moderately. Employment has been growing slowly in most Federal Reserve Districts. Wages and salaries have increased slightly, but employers report substantial increases for employee health-care costs. MOst Reserve Banks reported level or modestly increasing retail prices, but information received from manufacturers and other businesses indicates that commodity prices have moved up more noticeably. The largest increases have been for steel and for lumber and other building materials. Shipping charges have also risen recently. Consumer Spending Retail sales of general merchandise rose in most Federal Reserve Districts in January and February. Strong or strengthening sales were reported in New York, Richmond, and Dallas. Sales growth was moderate in Boston, Philadelphia, Chicago, Minneapolis, Kansas City, and San Francisco. Retailers in Cleveland said sales met or exceeded their expectations. Retail sales in Atlanta moderated slightly in February but remained above the level set in February last year. St. Louis retailers said sales declined slightly relative to a year ago. Spring apparel was said to be selling well in New York, Philadelphia, Cleveland, Richmond, Atlanta, St. Louis, and Kansas City. Sales of electronics, appliances, and home furnishings were relatively strong in Cleveland, Richmond, Atlanta, St. Louis, and Kansas City. Jewelry was selling well in Atlanta and St. Louis. Reports on retailers' inventories across the 12 Federal Reserve Districts indicated that store stocks were mostly in line with sales. Stores were still receiving spring merchandise, but retailers were generally maintaining conservative inventory plans. Nearly all Districts reported that auto sales slowed during January and February as compared to a year ago. The exceptions were Boston, where sales picked up in February after falling in January, and Philadelphia, where sales were about steady. Auto dealers in several Districts attributed the falloff in sales to cold or stormy weather that kept shoppers off the lots. With the slowdown in sales, dealers' inventories increased. Tourism activity has improved. Bountiful snowfalls in mountain areas gave a boost to ski resorts, according to Richmond, Chicago, Minneapolis, Kansas City, and San Francisco. Richmond and Atlanta reported good business at beach resorts, and in New York and San Francisco hotel occupancy increased compared to last year. I j - 2 - '- -->l Services Service industry activity moved up in the Districts reporting on this sector. Boston and St. Louis noted increased demand for information technology services. St. Louis also indicated that ..demand for insurance and health-care services increased, but financial services and transportation activity eased. In the Dallas District, accounting and consulting firms were seeing increased activity compared with the final quarter of last year. In San Francisco, demand has strengthened for media, high-technology, and health-care services. In the Richmond service sector business was steady to somewhat improved. Transportation activity has increased in most parts of the country. National freight companies based in Richmond indicated their business has improved and trucking companies have seen increased activity in Cleveland and Atlanta. Trucking was said to have slowed seasonally in Dallas, but railroads in the Dallas District noted robust activity. Trucking companies reported increased costs for fuel and they said labor costs have increased as a result of recent regulations limiting drivers' hours. Nonetheless, Chicago and Cleveland indicated that sales of heavy trucks have increased. Manufacturing Manufacturing activity rose during January and February in 11 of the 12 Federal Reserve Districts. The exception was Cleveland, where factory production rates were said to be steady. There were notable increases for electronic and electrical equipment in Philadelphia, St. Louis, and Dallas, and semiconductors in Boston and San Francisco. Cleveland and Chicago indicated that steel production had increased, and Philadelphia and St. Louis indicated that output of metal products had risen. Production of heavy trucks increased in Chicago, and auto and auto parts production increased in Cleveland and St. Louis, although the increase was said to be seasonaL Atlanta and Dallas noted increased output of lumber, and Richmond and St. Louis reported gains in furniture production. Other manufacturing industries in which expanding activity was noted were biopharmaceuticals (Boston), machine tools (Chicago), aerospace (St. Louis), and chemicals (Cleveland and Chicago). In a few industries reports were mixed. Food processors posted gains in Dallas but declines in St. Louis. Richmond District textile producers were gaining business but there were textile plant closings in the Atlanta District. Real Estate and Construction Commercial real estate market conditions have shown little change in most Districts. Continuing high vacancy rates, slowing leasing activity, and downward pressures on rents were reported by Boston, Philadelphia, Cleveland, Chicago, and Kansas City. Conditions in major commercial real estate markets were mixed in the St. Louis and Minneapolis Districts. Despite the generally slack and unchanged market situation in most parts of the country, a few Districts noted some signs of improvement. In New York and San Francisco vacancies have moved down slightly and rents have begun to recover. Leasing activity has picked up in the Washington, DC area of the Richmond District. Residential real estate markets continued to be strong in the majority of Districts. Although cold temperatures and winter storms interrupted home building in some areas in January, housing demand generally remained high. Recent gains in home sales and building activity were noted in New York, Philadelphia, Chicago, Dallas, and San Francisco. In Atlanta, St. Louis, Minneapolis, and Kansas City residential real estate activity continued at high levels. In Richmond the housing market was said to have slowed recently, but builders expect activity to pick up. Overall, builders and real estate agents in most Districts expect home sales in 2004 to be close to the 2003 sales record. Home price appreciation was characterized as steady in most Districts with the exception of San Francisco where the rate of increase was said to have slowed somewhat recently. ,..-. -"- -, - 3 - - - ---.Jl Agriculture Agricultural conditions have been mixed. Good citrus crops were reported in the Atlanta and Dallas Districts, although there was some concern in Atlanta that world supplies might exceed demand at current prices. Beef prices were still declining in Chicago and St. Louis while San Francisco reported that they have fumed and Dallas noted that prices and demand had not been affected as much as expected. Chicago reported increased prices for com, soybeans, and milk. Dry weather in the Kansas City District has adversely affected winter wheat and led some cattle producers to postpone expanding their herds, and ice and snow in the Richmond District has limited grazing there. The outbreak of avian influenza has curtailed exports of poultry from the Philadelphia, Atlanta, and Minneapolis Districts. Natural Resource Industries Federal Reserve Districts reporting on the energy sector noted generally strong, steady conditions in January and February. Drilling activity has been fairly level in recent months in the Kansas City and Dallas Districts, but Minneapolis noted a slight decrease in exploration activity. San Francisco indicated that natural gas producers were operating close to full capacity. Rising worldwide demand for steel has stimulated increased iron ore production. Minneapolis reported that iron ore producers in that District were operating at full capacity and ore prices were rising. Financial Services and Credit In most Federal Reserve Districts lending by commercial banks grew moderately in January and February. Lending to business fIrms was rising in Philadelphia, Richmond, Dallas, and San Francisco. In Chicago, lending to small businesses was on the rise while overall business lending was described as flat. Commercial bankers in Richmond and Atlanta said demand for business loans has been restrained as fIrms are reluctant to increase capital spending. Demand for personal loans, including credit cards, appeared to have eased in New York and Philadelphia, remained steady in Dallas, and increased in Chicago. Mortgage lending declined in Atlanta, Dallas, and San Francisco, and increased slightly in Richmond and Chicago. Changes in deposits have been mixed. Banks in the Atlanta District have generally had steady growth, but growth has slowed in Cleveland and Dallas where bankers think investors are moving money out of bank deposits and into debt and equity market instruments. Banks in the Kansas City District indicated that their deposit levels have been steady. Employment and Wages Federal Reserve Districts reporting on employment generally noted modest increases in January and February. Boston indicated that temporary help agencies were placing more workers in manufacturing, software development, and government. There has been increased demand for temporary help workers in customer service and sales positions in the Richmond District, in office and health-care jobs in the Dallas District, and for a variety of jobs in the Chicago District. Employment agencies in New York indicated that they have been experiencing gradual increases in demand, and professional employment agencies in the Washington, DC area of the Richmond District have boosted their own staffs in response to increased business from their clients. San Francisco District employers in the retail, construction, and agricultural sectors have been increasing their hiring moderately. Reports on wages indicated that increases continue to be moderate. However, the rate of increase in benefIt costs continues to exceed that of wages. Medical insurance and workers' compensation insurance fees remain on the rise in most Districts, although the rate of increase does not appear to be accelerating. - 4 - j ~ .. j -- --... Prices Most Reserve Banks reported fairly stable or slowly rising retail prices in January and February, but accelerating increases in some industrial commodity prices. Steel prices have increased, 'and prices of iron ore and scrap metals have risen as well. Prices of lumber and other materials used in home building were on the rise in most Districts. Energy prices, especially natural gas, remained high in most Districts . and Atlanta noted price increases for petrochemicals. Cleveland noted rising rates for shipping by truck and Chicago reported rising costs for overseas shipping, primarily due to increased costs for ocean transport. The Philadelphia Federal Reserve reported that indicators continue to point to an expansion of the region's manufacturing sector. Although indicators for general activity and new orders declined this month, they remain at relatively high levels. Respondents also reported that employment increased again this month, although the gains were modest. A growing percentage of firms have been reporting increases in input prices and higher prices of their own manufactured goods. The manufacturing executives' outlook for overall growth was less optimistic this month, although their employment forecast improved modestly. Overall, the above noted economic and real estate industry conditions appear to be neutral to slightly negative for the Company. Mechanicsburg's primary holding is a stand alone structure housing a national department store in Mechanicsburg, Pennsylvania. Mechanicsburg's rental income is closely related to the retail industry since its tenant is a Kohl's Department Store. COMPANY BACKGROUND Silver Springs Theatres, Inc. was formed in the Commonwealth of Pennsylvania on January 6, 1949. The corporation elected S-Corp status on March 27, 1972 which continues in effect through the valuation date. The stock ownership interests on March 31,2004 were as follows: Shareholder Stockholder Number of Shares Percentage Interest Helen Jones 1,221.00 42.0% Daniel M. Jones 844.50 29.0% Penelope De Mello E 844.50 29.0% Souza Total 2.910.00 100.0 % - 5 - -- ~ FINANCIAL ANALYSIS At December 31,2003, the date financial information is available for, closest to the valuation date; Company's assets consisted of the following: Assets Market Value March 31. 2004 Cash Loans to affiliates Loans to shareholders Prepaid Capital Stock Tax Land Intangible assets net of amortization Total Assets $ 4,396 67,115 67,294 756 4,814 14,015 $158,390 Liabilities and Equitv Accounts Payable Mortgage Payable Deficit Equity Total Liabilities and Deficit Equity $ 4 290,286 (131,900) $158,390 Cash The cash balance was determined from the March 31, 2004 account statement provided by Commerce Bank. Loans to Affiliate The balance reflected in this account represents a balance due from a company owned by one of the shareholders of SSTI. The balance has accumulated over a period in excess of five (5) years. The majority of balance is the result of funds that were issued to the affiliate to repay expenditures advanced by the affiliate for the account of SSTI. Said advances were however undocumented. (As represented by the officers of both SSTI and the affiliate) Loans to Shareholders' The majority of these loans were made to the Helen Jones the owner of the shares being valued. r-. _. - 6 - J .-i- -- ~ , ., J "- --.. LAND The Land Lease The company leases a parcel of land contammg thirteen and ten-hundredths (13.10) acres that is leased to Mechanicsburg Developers, LLC. (MDC) The terms of this lease provide for a term of thirty years (30) with three additional ten year extensions within the rights of the Tennant. The rental for the first ten years of the lease is equivalent to $165,000 per year with increases every five years (5) of the greater of ten percent (10%) or a percentage increase equal to the net average percentage increase in Gross Rents received by the Tennant from all leases relating to the Real Property. Upon the occurrence of the Rent Commencement Date, the annual ground lese rental payments to be made during the next ten (10) lease years shall be adjusted to credit the Tenant with and reflect all option payments actually paid to Landlord as calculated using the following formula, $1,650,000 - [ aggregate amount of option payments made / 10]. Thus effectively amortizing $243,500 paid by the tenant to the Company. VALUATION Capitalization of Earnings Method Our approach has been to determine the value that a prospective purchaser of a minority, non-controlling, interest in the Company would pay on the valuation date, taking into consideration all of the facts and circumstances affecting the Company and existing on the valuation date. Regulations, rulings and case law clearly require that fair market value be determined under the assumption of a hypothetical willing seller and willing buyer. Revenue Ruling 59-60 provides the fundamental guidelines of the Internal Revenue Service ("IRS") for valuing closely held corporations. IRS guidelines have been supplemented through numerous additional Revenue Rulings, court cases, and the IRS Business Valuation Guidelines that provide a training reference for appeals officers. Many independent studies, books and published articles provide further guidance in arriving at a conclusion of the fair market value of a business interest. Assets held by the Company consist of cash, loans receivable, land subject to the lease described above and other minor intangibles and prepayments. The primary asset of the company is the land lease. In an effort to comply with the regulations of the IRS we have examined the market for triple net land leases where land is leased under similar circumstances. We have reviewed and considered various methods of estimating the value of the business of the Company. We have concluded that capitalization of earnings approach based upon the normalized earnings of SSTI is most appropriate under the circumstances. After a thorough analysis of the market it is indicated that leases such as exists in the Company are sold at a capitalized rate of between 6.0 % and 8.50%. We have selected a capitalization rate on the more conservative side of the range (8.5%) to properly reflect the risk associated with the triple net lease to MDC. MDC is an entity formed for the sole purpose of owning and operating the leasehold from SSTI. As such the revenue and assets of tenant, MDC are limited to the one property with one tenant. Therefore, a very limited diversification exists. The sole tenant Kohl, is a large retailer and appears to have strong financial statement, however, MDC has leased the property and SSTI has no relationship with Kohl's so a credit risk exists between SSTI and MDC. The management of SSTI was able to obtain the personal guarantee of the principal ofMDC Mr. Wayne Eisenbaum. Considering that the lease is a thirty year lease with three (3) possible ten (10) year extensions a personal guarantee seems somewhat fleeting. The retailing industry is subject to cyclic pressures, one only has to look to yesterday's giants of the retailing industry to see how changes in markets and customer tastes can be disastrous to the retailer. Montgomery Ward and KMART come to mind immediately. Therefore we have assessed the risk factor or discount rate to be 8.5%. - 7 - '- ---" DETERMINATION OF DISCOUNTS Having arrived at the total value of the Company, Le., the full fair market value of the underlying assets of the Company ($1,145,294), we must turn to a determination of the subject for valuation - a minority shareholder interest in the Company. The asset value is first adjusted (discounted) to reflect the lack of control (minority interest discount) and secondly the resulting value is adjusted (discounted) to reflect the lack of marketability. Both the lack of control and the lack of marketability are inherent in small corporations with minority interests. Discount for minority interest Several factors combine to make the value of a minority interest lower than its directly proportionate share of the total value of the entity. The holder of a minority interest is unable to exercise any control over management of the entity or property held by the entity. The minority holder's investment income is dependent upon the actions of another. In addition, the interest being valued represents less than fifty percent of the equity interests in the Company, or a minority interest in the Company. Generally, a minority interest is defined as less than fifty percent of the total equity. After many years of contest, the IRS, in Revenue Ruling 93-12, has agreed with the result of several court cases that, "If a donor transfers shares in a corporation to each of the donor's children, the factor of corporate control in the family is not considered in valuing each transferred interest." In addition, Revenue Ruling 93-12 states, "a minority discount will not be disallowed solely because a transferred interest, when aggregated with interests held by family members, would be a part of a controlling interest." Discount for Lack of Marketability The return which an investor can anticipate receiving from an investment, the fundamental source of its value, will be achieved in the form of dividends, salary (or other perquisites associated with the investment), the sale of the investment to another party or (in a control situation) in the liquidation of the company and the distribution of its assets to the shareholders. The ability to sell an investment, frequently referred to as liquidity, is normally analyzed with reference to the nation's public security markets, where, under normal conditions, large blocks of debt and equity securities are exchanged on a daily basis. Restricted stock is identical in all respects to the freely traded stock of public companies except that it is restricted from trading on the open market for a certain time period. Marketability is the only difference between a restricted stock and its freely traded counterpart. The studies listed below attempted to find differences in the price at which restricted stock transactions take place compared with open market transactions on the same date. The two studies that found average discounts of less than 30% concentrated on larger companies. The Standard Research Consultants study is somewhat anomalous and shows a discount of 45%. The other seven studies are remarkably close to 33%. - 8 - SUMMARY OF RESTRICTED STOCK STUDIESl SEC Institutional Investors Study - Overall Average SEC Institutional Investors Study - Non-reporting OTC Companies Gelman Trout Maroney Maher Standard Research Consultants Willamette Management Associates Silber Study FMV Study Years Covered in Study 1966 - 1969 1966 -1969 1968 -1970 1968 -1972 N/A 1969 - 1973 1978 - 1982 1981 -1984 1981 -1989 1979-4/1992 *Median Discounts IFrom Guide to Business Valuations, Practitioners Publishing Company, Inc. 1994. Exhibit 8-16. Revenue Ruling 77-287 -- --' Average Discount 25.8% 32.6% 33.0% 33.5%* 35.6% 35.4% 45.0%* 31.2%* 34.0%* 23.0% In 1977, the Internal Revenue Service recognized the significance of the SEC Institutional Investors Study and discussed how, for federal tax purposes, to value securities that cannot be immediately resold because they are restricted from resale pursuant to Federal Securities laws. In the ruling, the IRS discusses the facts and circumstances that are material to valuation of restricted securities as well as how those facts and circumstances are to be weighed in a valuation. Transactions in Closely Held Stocks Prior to Initial Public Offerings Robert W. Baird & Co., under the direction of John O. Emory, has conducted six studies over time periods ranging from 1980 through April of 1993 comparing the prices in closely held Jones transactions, when no public market existed, with the prices of subsequent IPOs in the same stocks. Over the thirteen-year period of the study, the average discount was 46.67%. Emory Business Valuation, LLC conducted a more recent study, 1997 through 2000, and the results are remarkably similar to the previous six studies. - 9 - '- ~ THE VALUE OF MARKETABILITY AS ILLUSTRATED IN INITIAL PUBLIC .OFFERINGS OF COMMON STOCJ(2 # ofIPO Prospectuses Reviewed 1997-20001 283 1991-19932 443 1990-19922 266 1989-19902 157 1987-19892 98 1985-19862 130 1980-19812 97 I Source: Emory Business Valuation, LLC Study 2Source: Emory, John 0., "The Value of Marketability as illustrated in Initial Public Offerings of Common", Business Valuation Review, March 1994. Study Horizon Risk in Publicly Traded Bonds # of Qualifying Transaction 36 54 35 23 27 21 13 Mean Discount Median Discount 48% 45% 42% 45% 45% 43% 60% 44% 44% 40% 40% 45% 43% 66% Another method of determining the required rate of return on a limited partnership interest due to its illiquidity can be estimated by examining "horizon risk" in publicly traded bonds. Horizon risk is a component of the total risk of a bond. As the time remaining until a bond matures increases, the risk and required return also increases. Investors in the public bond market typically require a higher return for long-term bonds than short-term bonds because, while bonds are marketable, a long-term bond investor is exposed to more risk over the holding period of the bond. A similar correlation exists with interests in family limited partnerships. As the holding period increases due to lack of marketability, the required return also increases. The increased return for long-term bonds is appropriate because long-term investors are exposed to greater uncertainty during the holding period compared to investors in short term investments. For example, while long- term bonds can be sold quickly, an investor must hold the bond to maturity to be guaranteed the return of the face amount of the bond in the event interest rates rise. Therefore, investors require a higher rate of return to compensate for the uncertainty of the longer holding period. Over the past twenty (20) years, the average variance in yield between the short-term 3-month Treasury Bill and the long-term 20-year treasury bond has been approximately 2.19%. This differential represents an incremental increase in yield between short term and long-term investments in risk free securities. - 10 - -- --.J; 20 Year Treasury Bond 3 Month Treasury Bill 20 Year Average ,7.47% 5.28% 2.19% In other words, investors have demanded a higher rate of return (in this case, a 41.48% higher return [2.190/015.28% = 41.48%]) for the additional risk of the extended holding period. Comparatively, a minority share interest is a riskier investment that may also need to be held for an extended period of time due to the lack of a ready market. Other Circumstances Restricting Marketability Other circumstances that may affect the marketability of the stock include transfer restrictions, the history of and prospects for the continued payment of dividends and the prospects of a public offering of the stock. Summary of Marketability Considerations All of the studies above have concerned transactions of less than all of a company's outstanding shares. In most of the cases studied the transactions were of blocks of stock constituting a minority interest in the company. The validity of the marketability discount in appropriate circumstances is recognized by the IRS and is discussed in their training materials. An extensive list of court cases supporting that discount is cited in their training materials, "IRS Valuation Guide for Income, Estate and Gift Taxes: Valuation Training for Appeals Officers", These judicial decisions establish that the preferred valuation methodology for companies that own real estate and/or marketable securities is to determine the adjusted net value of the underlying assets of the business and then apply appropriate discount(s) for minority interest and lack of marketability. The holder of a minority interest in the Company will be unable to turn his or her interest into cash without great difficulty. The ability to sell a minority interest in the Company is severely inhibited because a purchaser has no reason to believe the underlying assets will be liquidated in the foreseeable future and he or she cannot be assured of any current return on investment through income distributions. Market analysis of Sales of Limited Partnership Interest A study of trading in limited partnership interests has been conducted by Partnership Profiles, Inc. for the years 1993 through 2003. This study analyzes sales of minority interests in limited partnerships in secondary markets. The study further analyzes the interests be sold by investment type. We have been able to utilize the data including twenty-six (26) sales which occurred prior to the valuation date in determining the average discount experienced in the market. [See Appendix A -Analysis of Trading in Triple-Net-Lease Minority Interests for the schedule of transactions. ] The restricted stock studies are quite consistent in indicating an average discount for lack of marketability of at least 35%. The court cases utilized by the Internal Revenue Service in their training materials, consistently determine discounts for lack of marketability for investment companies from 10% to 25%. The marketability discount revealed by the market analysis of Sales of limited partnership interests where the underlying investment was triple net leases ranged from 27% to 2% with an average discount of 16%. Our opinion based on our analysis of the various methodologies listed above is that the average discount experienced in the sale of limited partnership interests, where the investment was in triple net leases is the most appropriate for this valuation. Therefore, we have used 16% as the minority discount factor. - 11 - j ! I "- -4 CONCLUSION OF FAIR MARKET VALUE After consideration of all relevant factors, it is our opinion that the fair market value of a 1221 shares in Silver Springs Theatres, Inc. as of March 31,2004, is calculated as follows: Silver Springs Theatres Inc. Normalized Statement of Income Rental Income $140,650 Expenses: Commissions Insurance expense Miscellaneous expenses 40,700 1,100 1,500 43,300 Normalized Net Income $97,350 Total Value of Silver Springs Theatres, Inc. Capitalized at Number of Shares Gross Value Per Share Shares of Helen Jones 8.50% 2910 $ 1,145,294 1221 394 480,548 Less Minority Discount 16% 76,888 Value of Shares of Helen Jones $403,660 = $404,000 'J--- -_ - l2 - APPENDIX A - ANALYSIS OF TRADING IN TRIPLE-NET-LEASE MINORITY INTERESTS .. Triple-Net-Lease Partnership (All Distributing) Average Distribution Company Name Value Trade Average Distribution Rate Per Unit Price Discount Frequency $ % Carey Institutional Properties $13.50-1 $11.0521 18% Quarterly $0.855 7.7% CNL American Properties Fund $17.18-1 $16.6922 3% Quarterly $1.52 9.1% CNL Income Fund II $357-GP $3112 13% Quarterly $26.76 8.6% CNL Income Fund ill $332*-GP $3251 2% Quarterly $28.16 8.7% CNL Income Fund N $323*-GP $313.603 3% Quarterly $34.00 10.8% CNL Income Fund IX $9.94-GP $8.883 11% Quarterly $0.90 10.1% CNL Income Fund Ltd. $238*-GP $2001 16% Quarterly $21.00 10.5% CNL Income Fund V $282-GP $283.242 0% Quarterly $28.08 9.9% CNL Income Fund VI $530-GP $436.883 18% Quarterly $45.00 10.3% CNL Income Fund VII $1.08-GP $0.811 25% Quarterly $0.09 11.1% CNL Income Fund VIII $1.16-GP $0.892 23% Quarterly $0.09 10.1% CNL Income Fund X $10.34-GP $8.896 14% Quarterly $0.90 10.1% CNL Income Fund XI $I1.48-GP $8.762 24% Quarterly $0.875 10.0% CNL Income Fund XII $10.79-GP $7.951 26% Quarterly $0.85 10.7% CNL Income Fund XIII $10.34-GP $7.972 23% Quarterly $0.85 10.7% CNL Income Fund XIV $10.70-GP $7.793 27% Quarterly $0.825 10.6% CNL Income Fund XV $10.42-GP $8.085 22% Quarterly $0.80 9.9% CNL Income Fund XVI $9.68-GP $8.204 15% Quarterly $0.80 9.8% CNL Income Fund XVII $9.47-GP $8.083 15% Quarterly $0.80 9.9% CNL Income Fund XVill $9.28-GP $7.751 16% Quarterly $0.80 10.3% Corporate Property Associates 12 $10.60-1 $9.5P 10% Quarterly $0.825 8.7% Corporate Property Associates 14 $10.00-1 $8.792 12% Quarterly $0.755 8.6% Corporate Property Associates 15 N/A $8.501 N/A Quarterly $0.60 7.1% DiVall Insured Income Properties 2 $462*-GP $400.745 13% Quarterly $41 10.2% Inland Monthly Income Fund I $264-GP $219.001 17% Monthly $22 10.0% Inland Monthly Income Fund II $276-GP $209.283 24 Monthly NSR NSR Average Discount = 16% Average Distribution Yield = 9.7% r--~,:, - ~ - 13 - -1 -- -..; APPENDIX B - ASSUMPTIONS AND LIMITING CONDITIONS This valuation is subject to the following assumptions and limiting conditions: 1. Information, estimates, and opinions contained in this report are obtained from sources considered to be reliable. However, we assume no liability for such sources. 2. The Company and its representatives warranted to us that the information they supplied was complete and accurate to the best of their knowledge and that the fmancial information reflects the Company's fmancial condition in accordance with the basis of accounting utilized for tax reporting purposes, unless otherwise noted. Information supplied by management has been accepted as correct without further verification, and we express no opinion on that information. 3. Possession of this report, or a copy thereof, does not carry with it the right of publication of all or part of it, nor may it be used for any purpose by anyone but the client without the previous written consent of the client or us, and in any event, only with proper attribution. We consent to the client's submission of this report to taxing authorities. 4. Weare not required to give testimony in court or be in attendance during any hearings or depositions, with reference to the Company being valued, unless previous arrangements have been made. 5. The various estimates of value presented in this report apply to this valuation only and may not be used out of the context presented herein. This valuation is valid only for the purpose or purposes specified herein. This report is valid only for the effective date specified herein. 6. This valuation reflects facts and conditions existing at the valuation date. Subsequent events have not been considered, and we have no obligation to update our report for such events and conditions. 7. We have assumed that there is full compliance with all applicable federal, state, and local regulations and laws unless otherwise specified in this report. 8. This report was prepared under the direction of Mark Z. Greenberg, CPA, CV A, CIRA, CFE. Neither the professionals who worked on this engagement nor the members of Greenberg & Company LLC have any present or contemplated future interest in Silver Springs Theatres, Inc., any personal interest with respect to the parties involved, or any other interest that might prevent us from performing an unbiased valuation. Our compensation is not contingent on (i) an action or event resulting from the analyses, opinions, or (ii) conclusions in, or the use of, this report. - 14 - , ~ -- --- APPENDIX C - CERTIFICATIONS We certify that to the best of our know ledge and belief: 1. The statements of fact in this report are true and correct. 2. The reported analysis, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and is our personal, unbiased professional analyses, opinions, and conclusions. 3. Our analyses, opinions, and conclusions were developed, and this report was prepared in conformity with the Uniform Standards of Professional Appraisal Practice and those of the National Association of Certified Valuation Analysts. 4. All certified valuation analysts employed by Greenberg & Company LLC are in compliance with the requirements of the American Institute of Certified Public Accountants and National Association of Certified Valuation Analysts' mandatory recertification programs. 5. Neither the undersigned nor any member, agent, or employee of Greenberg & Company LLC, has any direct or indirect, present, or contemplated future interests in the Company. 6. The amount of fee paid to Greenberg & Company LLC for the formulation and reporting of the conclusions set forth herein is not contingent upon the value or any other opinions presented in this report. ,/ <r--- -.; - 15 - J . - ----" APPENDIX D - STATEMENT OF QUALIFICATIONS Mark Z. Greenberg 765 Poplar Church Road Camp Hill, Pennsylvania (717-975-3900) Education: Philadelphia College of Textiles and Science; B.A. Accounting, December 1971, Graduated First in Class. Professional Licensing and Designations: Certified Public Accountant - Commonwealth of Pennsylvania, 1974 Certified Insolvency and Restructuring Advisor, 1994 Certified Fraud Examiner, 1995 Certified Valuation Analyst, 1996 Certified Fraud Auditor, 1998 Professional Affiliations: American Institute of Certified Public Accountants Pennsylvania Institute of Certified Public Accountants Association of Insolvency and Restructuring Advisors Council of Certified Bankruptcy Specialists American Bankruptcy Institute Association of Certified Fraud Examiners National Association of Certified Valuation Analysts Turnaround Management Association Past Chairman of Insolvency Committee ofPa State Society of Certified Public Accountants Past and Current President of Central Pennsylvania Chapter of the Association of Certified Fraud Examiners Professional Qualifications: . Shareholder of Greenberg and Company LLC. Certified Public Accountants and Insolvency Advisors; a diverse accounting firm, with special skills and experience in consulting, insolvency, forensic accounting and valuation . Lecturer at Pennsylvania Institute of Certified Public Accountants and Bar Association seminars on bankruptcy, valuation, tax and insolvency issues. . Expert witness qualified in federal bankruptcy and state courts in valuation and insolvency matters. . Appointments as Bankruptcy Examiner by United States Trustee. . Appointed as Expert by Robert J. Woodside, former Chief Bankruptcy Judge of the Middle District of Pennsylvania. . Numerous appointments as accountant for: debtors, official unsecured creditors' committees and secured creditors. . Testimony regarding valuation in marital dissolution matters. ~'.. - 16 - ~ -- ----a APPENDIX E - GLOSSARY OF TERMS This Glossary was developed jointly by representatives of the American Institute of CP As, the American Society of Appraisers, and the Canadian Institute of Business Vahi.ers, the Institute of Business Appraisers, and the National Association of Certified Valuation Analysts. Adjusted Book Value - the value that results after one or more asset or liability amounts are added, deleted, or changed from their respective financial statement amounts. Appraisal - See Valuation. Appraisal Approach - See Valuation Approach. Appraisal Date - See Valuation Date. Appraisal Method - See Valuation Method. Appraisal Procedure - See Valuation Procedure. Asset (Asset-Based) Approach - a general way of determining a value indication of a business, business ownership interest, or security by using one or more methods based on the value of the assets of that business net of liabilities. Benefit Stream - any level of income, cash flow, or earnings generated by an asset, group of assets, or business enterprise. When the term is used, it should be supplemented by a definition of exactly what it means in the given valuation context. Beta - a measure of systematic risk of a security; the tendency of a security's returns to correlate with swings in the broad market. Blockage Discount - an amount or percentage deducted from the current market price of a publicly traded security to reflect the decrease in the per share value of a block of those securities that is of a size that could not be sold in a reasonable period of time given normal trading volume. Business - see Business Enterprise. Business Enterprise - a commercial, industrial, service, or investment entity, or a combination thereof, pursuing an economic activity. Business Valuation - the act or process of determining the value of a business enterprise or ownership interest therein. Capital Asset Pricing Model (CAPM) - a model in which the cost of capital for any security or portfolio of securities equals a risk-free rate plus a risk premium that is proportionate to the systematic risk of the security or portfolio. Capitalization - a conversion of a single period stream of benefits into value. Capitalization Factor - any multiple or divisor used to convert anticipated benefits into value. ~_. --- - 17 - ~.. -- ~ Capitalization Rate - any divisor (usually expressed as a percentage) used to convert anticipated benefits into value. Capital Structure - the composition of the invested capital of a business enterprise; the mix of debt and equity financing. Cash Flow - cash that is generated over a period of time by an asset, group of assets, or business enterprise. It may be used in a general sense to encompass various levels of specifically defmed cash flows. When the term is used, it should be supplemented by a qualifier (for example, "discretionary" or "operating") and a defmition of exactly what it means in the given valuation context. Control - the power to direct the management and policies of a business enterprise. Control Premium - an amount (expressed in either dollar or percentage form) by which the pro rata value of a controlling interest exceeds the pro rata value of a non-controlling interest in a business enterprise, that reflects the power of control. Cost Approach - a general way of estimating a value indication of an individual asset by quantifying the amount of money that would be required to replace the future service capability of that asset. Cost of Capital - the expected rate of return (discount rate) that the market requires in order to attract funds to a particular investment. Discount - a reduction in value or the act of reducing value. Discount for Lack of Control - an amount or percentage deducted from the pro rata share of value of one hundred percent (100%) of an equity interest in a business to reflect the absence of some or all of the powers of control. Discount for Lack of Marketability - an amount or percentage deducted from the value of an ownership interest to reflect the relative absence of marketability. Discount Rate - a rate of return (cost of capital) used to convert a monetary sum, payable or receivable in the future, into present value. Economic Life - the period of time over which property may generate economic benefits. Effective Date - See Valuation Date. Enterprise - See Business Enterprise. Equity Net Cash Flows - those cash flows available to payout to equity holders (in the form of dividends) after funding operations of the business enterprise, making necessary capital investments, and reflecting increases or decreases in debt financing. Equity Risk Premium - a rate of return in addition to a risk-free rate to compensate for investing in equity instruments because they have a higher degree of probable risk than risk-free instruments (a component of the cost of equity capital or equity discount rate). 't'"""-~- -", - 18 - '- ---" Excess Earnings - that amount of anticipated benefits that exceeds a fair rate of return on the value of a selected asset base (often net tangible assets) used to generate those anticipated benefits. Excess Earnings Method - a specific way of determining a value indication of a business, business ownership interest, or security determined as the sum of a) the value of the assets obtained by capitalizing excess earnings and b) the value of the selected asset base. Also frequently used to value intangible assets. See Excess Earnings. Fair Market Value - the price, expressed in terms of cash equivalents, at which property would change hands between a hypothetical willing and able buyer and a hypothetical willing and able seller, acting at arms length in an open and unrestricted market, when neither is under compulsion to buy or sell and when both have reasonable knowledge of the relevant facts. {NOTE: In Canada, the term "price" should be replaced with the term "highest price".} Forced Liquidation Value - liquidation value at which the asset or assets are sold as quickly as possible, such as at an auction. Going Concern - an ongoing operating business enterprise. Going Concern Value - the value of a business enterprise that is expected to continue to operate into the future. The intangible elements of Going Concern Value result from factors such as having a trained work force, an operational plant, and the necessary licenses, systems, and procedures in place. Goodwill - that intangible asset arising as a result of name, reputation, customer loyalty, location, products, and similar factors not separately identified. Goodwill Value - the value attributable to goodwill. Income (Income-Based) Approach - a general way of determining a value indication of a business, business ownership interest, security, or intangible asset using one or more methods that convert anticipated benefits into a present single amount. Intangible Assets - non-physical assets (such as franchises, trademarks, patents, copyrights, goodwill, equities, mineral rights, securities and contracts as distinguished from physical assets) that grant rights, privileges, and have economic benefits for the owner. Invested Capital - the sum of equity and debt in a business enterprise. Debt is typically a) long-term liabilities or b) the sum of short-term interest-bearing debt and long-term liabilities. When the term is used, it should be supplemented by a definition of exactly what it means in the given valuation context. Invested Capital Net Cash Flows - those cash flows available to payout to equity holders (in the form of dividends) and debt investors (in the form of principal and interest) after funding operations of the business enterprise and making necessary capital investments. Investment Risk - the degree of uncertainty as to the realization of expected returns. Investment Value - the value to a particular investor based on individual investment requirements and expectations. {NOTE: in Canada, the term used is "Value to the Owner"} ~. ~~ - 19 - ~ l'~w~_ ~- .~ Key Person Discount - an amount or percentage deducted from the value of an ownership interest to reflect the reduction in value resulting from the actual or potential loss of a key person in a business enterprise. Levered Beta - the beta reflecting a capital structure that includes debt. Liquidity - the ability to quickly convert property to cash or pay a liability. Liquidation Value - the net amount that can be realized if the business is terminated and the assets are sold piecemeal. Liquidation can be either "orderly" or "forced". Majority Control - the degree of control provided by a majority position. Maj ority Interest - an ownership interest greater than fifty percent (50%) of the voting interest in a business enterprise. Market (Market-Based) Approach - a general way of determining a value indication of a business, business ownership interest, security, or intangible asset by using one or more methods that compare the subject to similar businesses, business ownership interests, securities, or intangible assets that have been sold. Marketability - the ability to quickly convert property to cash at minimal cost. Marketability Discount - See Discount for Lack of Marketability. Minority Discount - a discount for lack of control applicable to a minority interest. Minority Interest - an ownership interest less than fifty percent (50%) of the voting interest in a business enterprise. Net Book Value - with respect to a business enterprise, the difference between total assets (net of accumulated depreciation, depletion, and amortization) and total liabilities of a business enterprise as they appear on the balance sheet (synonymous with Shareholder's Equity); with respect to an intangible asset, the capitalized cost of an intangible asset less accumulated amortization as it appears on the books of account of the business enterprise. Net Cash Flow - a form of cash flow. When the term is used, it should be supplemented by a qualifier (for example, "Equity" or "Invested Capital") and a definition of exactly what it means in the given valuation context. Net Tangible Asset Value - the value of the business enterprise's tangible assets (excluding excess assets and non-operating assets) minus the value of its liabilities. {NOTE: in Canada, tangible assets also include identifiable intangible assets} Non-Operating Assets - assets not necessary to ongoing operations of the business enterprise. {NOTE: in Canada, the term used is "Redundant Assets"} Orderly Liquidation Value -liquidation value at which the asset or assets are sold over a reasonable period of time to maximize proceeds received. r--. -, - 20 - ~ ~- ---.;1 Premise of Value - an assumption regarding the most likely set of transactional circumstances that may be applicable to the subject valuation; e.g. going concern, liquidation. Portfolio Discount - an amount or percentage that may be deducted from the value of a business enterprise to reflect the fact that it owns dissimilar operations or assets that may not fit well together. Rate of Return - an amount of income (loss) and/or change in value realized or anticipated on an investment, expressed as a percentage of that investment. Redundant Assets - {NOTE: in Canada, see "Non-Operating Assets"} Report Date - the date conclusions are transmitted to the client. Replacement Cost New - the current cost of a similar new property having the nearest equivalent utility to the property being valued. Reproduction Cost New - the current cost of an identical new property. Residual Value - the prospective value as of the end of the discrete projection period in a discounted benefit streams model. Risk-Free Rate - the rate of return available in the market on an investment free of default risk. Risk Premium - a rate of return in addition to a risk-free rate to compensate the investor for accepting risk. Rule of Thumb - a mathematical relationship between or among variables based on experience, observation, hearsay, or a combination of these, usually applicable to a specific industry. Special Interest Purchasers - acquirers who believe they can enjoy post-acquisition economies of scale, synergies, or strategic advantages by combining the acquired business interest with their own. Standard of Value - the identification of the type of value being utilized in a specific engagement; e.g. fair market value, fair value, investment value. Sustaining Capital Reinvestment - the periodic capital outlay required to maintain operations at existing levels, net of the tax shield available from such outlays. Systematic Risk - the risk that is common to all risky securities and cannot be eliminated through diversification. When using the capital asset pricing model, systematic risk is measured by beta. Terminal Value - See Residual Value. Unlevered Beta - the beta reflecting a capital structure without debt. Unsystematic Risk - the portion of total risk specific to an individual security that can be avoided through diversification. Valuation - the act or process of determining the value of a business, business ownership interest, security, or intangible asset. - 21 - ~, -- ---.. Valuation Approach - a general way of determining a value indication of a business, business ownership interest, security, or intangible asset using one or more yaluation methods. Valuation Date - the specific point in time as of which the valuator's opinion of value applies (also referred to as "Effective Date" or "Appraisal Date"). yaluation Method - within approaches, a specific way to determine value. Valuation Procedure - the act, manner, and technique of performing the steps of an appraisal method. Valuation Ratio - a fraction in which a value or price serves as the numerator and financial, operating, or physical data serve as the denominator. Value to the Owner - {NOTE: in Canada, see Investment Value} Weighted Average Cost of Capital (W ACe) - the cost of capital (discount rate) determined by the weighted average, at market value, ofthe cost of all fmancing sources in the business enterprise's capital structure. - 22 - 717/761.5070 FAX 717/975-9835 EMAIL info@naicir.com URL www.naicir.com COMMERCIAL REAL ESTATE SERVICES. WORLDWIDE Stanley A. Smith, Esq. Rhoads & Sinon, LLP One South Market Square 12th Floor PO Box 1146 Harrisburg, PA 17108-1146 1015 Mumma Road Wormleysburg, PA 17043 Mailing Address: Po. Box 8910 Camp Hill, PA 17001-8910 September 13, 2004 RE: Estate of Helen M. Jones Dear Stan: I have reviewed the letter I wrote previously, dated July 15, 2002, regarding the valuation of the above referenced estate. I think that the numbers reflected in that letter were accurate for the time, however market conditions have since changed. If I were to evaluate the remaining 38 years on the lease, I would keep the value of the land the same at $200,000 per acre, based on the fact that the adjacent land is now under agreement to a developer for a large shopping center. I spoke with that developer and he believes the $200,000 is still a valid number. I would still continue to use a 2% annual increase since I don't know how the market will adjust in the future. Even though I reevaluated the discount rate, due to the lowered interest rates in today's market, I still used 11% as I did previously. Although it is currently closer to 4.5%, we are talking about a 38 year term, and unless we want to update annually on a continuous basis, we need to leave the discount rate the same. The value of this project will stay about the same because there was no significant increase in the value of the land or change in the discount rate. Thus, the value on the remaining 38 years, using $200,000 per acre with a reduction in the improvement value to $570,000, is $2,570,000. With 2% annual increases, the value 38 years later is $5,454,300. At an 11% discount rate, the present value is now $103.400 annually. If questions or comments develop as you review this letter, don't hesitate to give me a call. I think it's an accurate, up to date reflection of current market conditions and it points out that in a case like this, if land is not going to be sold, but held by different partners, it should be reevaluated every three to five years. It's been a pleasure corresponding with you. Best wishes. Sincerely, NAIjCommercial-Industrial Realty Company (CrR) ~ C~Cl~ William M. Gladstone, CCIM, SIOR WMGlsem Tn Ol'er 340 Markets Worldwide: NAT America NAT Asia Pacific NAT Canada NAT Europe NAI Latin America and the Carihhean INDIVIDUAL MEMBER OF 1IIm S Member 01 ~( ( Jnlernati~nal Council r of Shopplng Centers ~9 ~ . '~J nalOp SILVER SPRING THEATERS, INC. SHAREHOLDERS AGREEMENT THIS SHAREHOLDERS AGREEMENT (hereinafter the "Agreement") is made this /s"P day of JflC/l- , 1999, by and among SILVER SPRING THEATERS, INC., a Pennsylvania business corporation with its principal place of business at 214 North Baltimore Avenue, Mount Holly Springs, Pennsylvania 17065-1203 (hereinafter the "Corporation") AND HELEN M. JONES, PENELOPE DE MELLO E SOUZA, DANIEL M. JONES, TRUSTEE OF THE TRUST U/W OF RICHARD J. JONES F/B/O DANIEL M.' JONES (the "Trust") and DANIEL M. JONES, constituting all of the stockholders of the Corporation (hereinafter individually referred to as a "Stockholder" and collectively referred to as the "Stockholders") . WHEREAS, the Stockholders are the owners of the issued and outstanding shares of capital stock of the Corporation shown on Schedule "A", being all of the issued and outstanding capital stock of the Corporation; and WHEREAS, continued existence best interests of restricted in their the Corporation. the Stockholders desire to insure the of the Corporation and believe it to be in the the Corporation that the Stockholders be right to dispose of their shares of stock of NOW, THEREFORE, in consideration of the premises and the benefit to be derived from the mutual observance of the covenants herein, the parties, each intending to be legally bound, covenant and agree as follows: 1. Restriction on Lifetime Dispositions. (a) Preserving S Corporation Status. No Stockholder may transfer, and no person or entity may acquire, the legal or beneficial ownership of any subj ect shares if such transfer or acquisition would cause the S corporation status of the Corporation for federal tax purposes to terminate. Specifically, no transfer may be made to and no acquisition may be made: .--- -- 269770. t (i) by any person if such transfer and acquisition would cause the Corporation to have more than the maximum permitted number of shareholders under the Internal Revenue Code of 1986, as then in effect (the "Code"); or (ii) to any person or entity that is not eligible to be a shareholder of an S corporation under the provisions of the Code. (b) Restricted Transfers. In addition to the restrictions of paragraph (a), no Stockholder shall sell, assign, transfer, mortgage, aliena te, hypothecate, give away or in any way encumber or dispose of the shares of stock of the Corporation which he or she now owns or which he or she hereafter acquires, except as permitted and provided by this Agreement. As used herein, the phrase "sell or transfer" or "sold or transferred" shall include selling, assigning, transferring, alienating, bequeathing, giving away or otherwise disposing of stock. (c) Transfers of Stock. Except as prohibited under paragraph (a) or permitted under paragraph (d) should a Stockholder during his or her lifetime desire to sell or transfer any shares of stock of the Corporation, the remaining Stockholder(s) shall have the first option to purchase all or a portion of the shares of the selling Stockholder pursuant to the procedure set forth in Section 4 below. The first option given to each remaining Stockholder shall be to purchase that portion of the shares of the selling Stockholder which the number of shares held by each remaining Stockholder bears to the number of shares held by the remaining Stockholders electing to purchase (and eventually purchasing) shares. It is understood that the first option held by a Stockholder can extend to all offered shares where other remaining stockholders do not elect to purchase. If the remaining Stockholder (s) elect not to purchase all of the shares of the selling Stockholder, the Corporation shall have the second option to purchase all or a portion of the balance of such shares of the selling Stockholder pursuant to the procedure set forth in Section 4 below. For purposes of exercising options hereunder, any shares held in the Trust shall be deemed - 2 - r--. _r to be held directly by Daniel M. Jones so that he shall be entitled to purchase shares otherwise allocable to the Trust. (d) Permitted Transfer. Notwithstanding any provisions herein to the contrary, (i) Daniel M. Jones as Trustee u/w of Richard J. Jones may transfer any shares of stock of the Corporation held by the Trust to any beneficiaries of such Trust as a distribution pursuant to the terms of such will without any restrictions hereunder and without any options arising hereunder, and (ii) Helen M. Jones may during lifetime and/or at death transfer any shares of stock in the corporation to any person or persons, in such shares or proportions as she deems to be appropriate, from time to time, without any restrictions hereunder or any options arising hereunder, so long as the transferee or transferees are parties to this Agreement at the time of the transfer. 2. Purchase Price on Lifetime Disposition. (a) Transfer for No Consideration. In the case of any proposed transfer of shares during the life of the Stockholder, other than a proposed transfer for consideration, the purchase price per share for a Stockholder's stock under Section 1 shall be the fair market value per share on the Option Date as determined by a certified public accountant mutually agreeable to the parties (or any person or entity regularly engaged in valuing businesses as selected by the parties) who shall value the stock consistent with the rules applicable for federal estate and gift tax purposes. The transferor shall bear the cost of obtaining such a valuation. Such determination of value shall be made in writing wi thin sixty (60) days of the Option Date and shall be binding upon all parties hereto. (b) Transfer for Consideration. In the case of a proposed transfer of shares for consideration during the lifetime of a Stockholder, the purchase price per share for a Stockholder's stock shall be the lesser of (i) the agreed upon sales price set forth in the notice of intent to sell required under Section 4 (a) or (ii) - 3 - r.--~_. -, the price per share determined under Section 2(a) above. 3. Payment of Purchase Price on Lifetime Disposition. The purchase price for a selling Stockholder's stock under Section 1 shall be paid as follows: (a) The Corporation and/or purchasing Stockholder(s) shall pay in cash or by certified check an amount equal to one-tenth (1/10) of the purchase price at the time of settlement. The obligation of the Corporation and/or purchasing Stockholder(s) to pay the balance of the purchase price shall be evidenced by a promissory note payable to the selling Stockholder in a principal amount equal to the balance of the purchase price. The promissory note shall provide for twenty (20) equal quarterly installments of principal and interest beginning three months from the date of settlement and continuing on the same day in each of the following quarters until the principal amount and all accrued interest have been paid in full. The promissory note shall bear interest at the rate of the greater of (1) 7% per annum or (2) the lowest permissible applicable federal rate for mid-term debt instruments, as defined and determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended, for the calendar month on which the selling Stockholder gives notice of his or her intent to sell. The balance due may be prepaid at any time without premium or penalty. (b) Settlement shall be held wi thin one hundred twenty (120) days after the selling Stockholder notifies the remaining Stockholders and the Corporation of his intention to sell or transfer stock of the Corporation. Settlement shall be held at a time and place agreed to by the parties. (c) At settlement, the selling Stockholder shall deposit with Rhoads & Sinon LLP, Attorneys at Law, Harrisburg, Pennsylvania, as escrow agent ("Escrow Agent") , the shares being purchased (endorsed in blank), together with all documents necessary to permit the Escrow Agent to vote any shares so deposited in escrow. Upon sUGh delivery, the Corporation or the - 4 - .,--.- . - . purchasing Stockholder (s) shall deliver to the selling Stockholder the cash payment and the promissory note specified in paragraph (a), above. So long as no default occurs in the payment of principal or interest by the Corporation on the promissory note (s) issued under this Section 3, the stock being purchased by the Corporation shall be considered treasury stock and any shares being acquired by, the Corporation shall not be voted and the selling Stockholder shall not be entitled to any dividends. So long as no default occurs in the payment of principal or interest by the Stockholders on the promissory note(s) issued under this Section 3, the stock being purchased by Stockholders shall be considered as being owned by the purchasers who shall be entitled to vote such shares and shall be entitled to all other rights as owners of such shares. In the case of a default by the Corporation or purchasing Stockholder (s) in the payment of the principal of or interest on the promissory notes, the selling Stockholder or the holders of the notes, shall give written notice thereof by certified mail to the Corporation and obligors under the notes. The obligors shall have thirty (30) days from the date the notice was mailed to cure the default. If the default is not cured wi thin such thirty day period, the Escrow Agent shall deliver to the selling Stockholder all remaining stock so deposited, duly endorsed for transfer to the Stockholder, together with all documents necessary to transfer such stock, after which time such Stockholder shall possess all rights of a stockholder (including voting rights) as to such shares. (d) Nothing contained in this Section 3 shall prevent the parties from mutually agreeing upon some other terms of payment. 4. Exercise of Option - Lifetime Disposition. A sale or transfer under Section l{c) shall be effected as follows: (a) The selling Stockholder shall give ninety (90) days prior written notice of his intent to sell or transfer shares to the other Stockholders and to the Corporation (such date of mailing being known throughout this Agreement as the "Option Date"). The notice shall set - forth the name of the proposed - 5 - transferee, the number of shares purchase price per share and all conditions of the sale, if any. to be other sold, terms For events described in Section 8, the said 90 period shall begin to run at such time as Corporation gives notice to all Stockholders of occurrence of an event described in Section 8, date of mailing being known as the "Option Date". (b) (i) The Stockholder (s) holding a first option to purchase shares under Section 1 shall have thirty (30) days after receipt of the selling Stockholder's notification within which to give written notice to the selling Stockholder, the remaining Stockholders and the Corporation of his or her intent to purchase. (ii) If the Stockholder(s) holding a first option to purchase shares under Section 1 fail to notify the selling Stockholder, the remaining Stockholders and the Corporation wi thin the above thirty (30) day period or elect to purchase less than all of the offered shares, the Corporation shall have an additional period of twenty (20) days from the expiration of the above thirty (30) day period within which to notify the selling Stockholder and the other Stockholders of its intent to purchase, and if all of the offered shares are not so acquired, the selling Stockholder shall be free to sell or transfer all of the stock offered to the third party to such party designated in the notice of intent to sell (and on such terms set forth in the notice) for a period of thirty (30) days, and if not sold to such person on such terms within that period, such stock shall once again become subject to this Agreement. 5. Purchase of Stock at Death of Stockholder. the and day the the such (a) Upon the death of a Stockholder (other than as provided in paragraph (b) of this section), the - 6 - r--. -~ remaining Stockholder(s) shall have the first option to purchase all of the shares of stock in the Corporation owned by the deceased Stockholder and the Corporation shall have the second option to purchase the balance of shares of the deceased Stockholder. The first option given to each remaining Stockholder shall be to purchase that portion of the shares of the deceased Stockholder which the number of shares held by each remaining Stockholder bears to the number of shares held by the remaining Stockholders electing to purchase (and eventually purchasing) shares. It is understood that the first option held by a Stockholder can extend to all offered shares where other remaining Stockholders do not elect to purchase. For purposes of the paragraph (a), Daniel M. Jones shall be treated as the direct owner of shares held in the Trust. (b) The shares of stock owned by a Stockholder at death which are not purchased under the forgoing provisions of this Section 5(a) shall pass at the Stockholder's death without other options arising hereunder; provided, however, that such shares shall be subj ect to the terms and conditions of this Agreement in the hands of the distributees of his or her estate. 6. Purchase deceased Stockholder's with Section 2(a) with the Option Date. Price on Death. The purchase price for a stock shall be determined in accordance the date of the stockholders death being 7. Payment of Purchase Price on Death. The purchase price for the stock of a deceased Stockholder under Section 6 shall be paid by the Corporation or purchasing Stockholder (s) if options to purchase were exercised, as follows: (a) Upon the death of the Stockholder, the Corporation or Stockholder(s), as the case may be, shall collect the proceeds of any insurance policies on the life of the Stockholder that are payable to them. At settlement, the Corporation or Stockholder (s) shall pay to the estate of the deceased Stockholder or the distributees of the estate, as the case may be, by certified or cashier I s check, that part of any such proceeds which does not exceed the purchase price. - 7 - r---- -, (b) If the purchase price exceeds any insurance proceeds paid under paragraph (a), the amount by which the purchase price exceeds the insurance proceeds shall be paid as provided in Section 3 (a), (c) and (d). (c) Settlement 5(a) shall be held Stockholder's death. on any purchases within eight (8) under months Section of the 8. Involuntary Transfers, Attachment. In addition to a voluntary sale or transfer of shares, the options to purchase a Stockholder I s shares described in Section 1 shall also arise in the following events: (a) Any of the shares are awarded to a spouse of a Stockholder in a proceeding for equitable distribution of marital property upon divorce, or a similar court-ordered distribution of property incident to the divorce of a Stockholder (notwithstanding the prohibition of Section 1), whereupon the options to purchase shall mature with respect to the shares awarded to the spouse at such time as the Corporation has received actual notice thereof. (b) A receiver or a trustee is appointed in any proceeding under the bankruptcy laws to take charge of the assets of a Stockholder, whereupon the options to purchase shall mature at such time as the Corporation has received actual notice thereof with respect to all of the shares of which the Stockholder is the record owner at the date of appointment. (c) Execution is levied against or attachment or other process served for purpose of having any of the shares transferred, whereupon the options shall arise a t such time as the Corporation has received actual notice thereof with respect to the shares to which the execution or other process relates. The Corporation shall promptly notify all of the Stockholders of the occurrence of, and the material facts associated with, an event described in paragraphs (a) through (c) triggering the options to purchase such shares. Such notice by the Corporation shall be the - 8 - ~..... equi valent of a notice of intent to sell given under Section 4. 9. Endorsement on Stock Certificates. Immediately after execution of this Agreement, the Stockholders shall deliver to the Corporation certificates for all of the stock owned by them, and the Corporation will endorse on the face of each such certificate a legend reading substantially as follows: Any sale, assignment, transfer, pledge, or other disposition of any shares of stock represented by this certificate is restricted by, and subject to the terms and provisions of a Shareholders Agreement. A copy of said Agreement is on file with the Secretary of the Corporation. By acceptance of this certificate, the holder hereof agrees to be bound by the terms of said Agreement. A copy of this Agreement shall be filed with the Secretary of the Corporation. During the term of this Agreement, a legend reading substantially as above shall be endorsed on each certificate for stock hereafter issued by the Corporation to a Stockholder. 10. Issuance of Additional Shares. The Corporation covenants that it shall not, without the unanimous written consent of the Stockholders, issue additional shares of its capital stock or reissue shares of its capital stock now or hereafter held as treasury stock to any person or corporation, and if any additional shares are so authorized, they shall not be issued unless and until the recipient has agreed in writing to be bound by this Agreement and has become an additional party hereto. 11. Termination. This Agreement shall terminate upon the occurrence of any of the following events: (a) Bankruptcy, receivership or dissolution of the Corporation; (b) The sale or other transfer by the Stockholders of all of their stock in the Corporation in accordance with the provisions of this Agreement; or (c) The voluntary agreement of the Corporation (by its board of directors) and the Stockholders. - 9 - ~.- -. 12. Distributions to Shareholders. Subject to any limitations on distributions imposed by state statute, the Corporation and Shareholders agree as follows: (a) The Corporation shall make pro rata distributions of cash, based on Shareholder ownership of shares in the Corporation, to the Shareholders in order that they may pay the state and federal taxes on the income (net of any tax benefits produced for the Shareholders by the Corporation's losses, deductions and credits) that passes from the Corporation to the Shareholders under applicable provisions of the Code. (b) The total amount of cash required to be distributed to the Shareholders shall be determined conclusively by presuming that all taxable income passed through to each Shareholder will be taxed at the maximum state and federal individual income rates (wi thout regard to exemptions or phase outs of lower tax rates) in the calendar year that includes the last day of the Corporation's taxable year. (c) The Corporation shall make the distributions required in subparagraph (a) above in a timely manner to allow the tax (including, without limitation, estimated tax payments) attributable to the income passing through the Corporation to any Shareholder to be paid when due. (d) No provision of this Paragraph 12 shall be construed to limit the ability of the Corporation to declare and pay additional dividends to the Shareholders out of the assets of the Corporation legally available for such payment at such time or times as the Board of Directors may determine. (e) Notwithstanding the foregoing, the Corporation shall be relieved of its duty to distribute cash pursuant to the provisions of this Paragraph 12 to the extent the Corporation does not possess cash available for distribution. 13. Notices. All notices, offers, acceptances, requests, and other communications provided for hereunder shall be in writing and shall be. deemed to have been duly given when hand - 10 - r--.- -~ delivered or sent by certified or registered mail, return receipt requested, to a Stockholder at his or her residence address, to the Corporation at its then principal place of business, or to such other address as any party hereto shall designate to the other parties in writing. 14. Specific Enforcement. The stock of the Corporation cannot be readily purchased or sold in the open market, hence the parties will be irreparably damaged in the event this Agreement is not specifically enforced. In the event of any controversy concerning the purchase or sale of the stock of the Corporation, the rights of the parties hereunder shall be enforceable in a Court of Equity by an appropriate injunction and/or specific performance or any other appropriate decree, including a preliminary injunction restraining any alleged violation of the provisions of this Agreement pending the determination of such controversy. The remedies herein provided shall be cumulative and not exclusive and shall be in addition to any other remedies the parties may have. 15. Expense of Escrow Agent. expenses of any Escrow Agent shall be parties thereto, provided, if a default party shall pay all such fees and expenses The fees and all other shared equally by the occurs, the defaulting in full. 16. Representation. The parties hereto acknowledge that Rhoads & Sinon LLP has drafted this Agreement as counsel to the Corporation. The parties recognize that Rhoads & Sinon LLP has represented and is currently representing various parties to this Agreement in their individual and fiduciary capacities but not as to the terms of this Agreement. The parties acknowledge that Rhoads & Sinon LLP has a conflict of interest by such representation and by signing this Agreement the parties expressly waive any such conflicts and acknowledge that he or she has been advised to seek separate representation by other counsel as to the impact of this Agreement. 17. Miscellaneous. The terms of this Agreement shall be binding upon and inure to the benefit of, and shall be enforceable by the parties hereto, their heirs, executors, administrators, successors, and assigns. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania. In case any provision of this Agreement shall be held invalid, illegal or unenforceable in whole or in part, neither the validity of the remaining part of such - 11 - r-~- -, provision, nor the validity of any other provision of this Agreement shall in any way be affected thereby. The Corporation and the Stockholders shall not take any action which has the effect of or is intended to inhibit, frustrate, prevent, or otherwise interfere with this Agreement or performance hereunder; such action may include, but is not limited to, the issuance of additional shares of stock in the Corporation, the partial liquidation, liquidation or reorganization of the Corporation, the sale of corporate assets for less than their fair market value. IN WITNESS legally bound, have /~<; day of CjJ/Jt1....rJ WHEREOF, the parties hereto, intending to be caused this Agreement to be executed this , 1999. ATT.EST: SILVER SPRING THEATERS, INC. I~.um~~ Secretary By: ~e - Presi t (SEAL) WITNESS: ~J'" . _/ // . ?-'/" /''J.(:.- .. .' t~ 'm, l)%" Helen . :Jones I ~,,~, C~ ~d ft 4r penel pe de Me 10 e Sou~a _e~~~ Daniel M. Jo e ~.) ~ ~ .' (./ ~" ( ,,:-';.11 / 1~61' /",~. f;.~,? ~<7' TRUST U!W OF RICHARD J. JONES By: ~~~ Daniel M. es, Trustee - 12 - r--. -.. SILVER SPRING THEATERS, INC. Schedule of Stock Ownership Stockholder Helen M. Jones Penelope de Mello e Souza Daniel M. Jones Daniel M. Jones, Trustee, Trust ulw of Richard J. Jones flblo Daniel M. Jones Schedule "A" ~. -. Number of Shares Owned 1,255.00 3. }~2 ~7 .~ 827.50 ) :;;;1 ''''',} ,,1 ,j 2? J &Q/(O, Ct) BUREAU OF INDIVIDUAL TAXES INHERITANCE TAX DIVISION PO BOX 280601 ~~" ",~, HARRISBURG, PA 17128-060~:'::,I:i COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE ,,~ ( +. NOTICE OF INHERITANCE TAX APPRAISEMENT, ALLOWANCE OR DISALLOWANCE " OF DEDUCTIONS AND ASSESSMENT OF TAX DATE ESTATE OF DATE OF DEATH FILE NO. COUNTY ACN 12-05-2005 JONES 03-31-2004 21 04-0350 Cumberland 101 I) i":- r II -9 ?:~ j ~. 09 <-' STANLEY A $MITHESQ RHOADS &'-SINON PO BOX 1146 HBG PA 17108 REV-1547 EX (06-05) PC HELEN M Appeal Date: 02-03-2006 (See reverse side under Objections) Amount Remitted I ~ MAKE CHECK PAYABLE AND REMIT PAYMENT TO: Register of Wills Cumberland County Courthouse Carlisle, PA 17013 CUT ALONG THIS LINE c:> RETAIN LOWER PORTION FOR YOUR RECORDS ~ - REV~154'i "E)((<)6-<)5)PC - - - _. -. - - - - U-Notit-E-elF-INi=iERfTA-riICE-i'AXAP-PRAis'EME-Nt-, - A-LL.OWAr"iICE:"(jR - - -. - - u. - -- - - -- - - - - --. _. - -... -- DISALLOWANCE OF DEDUCTIONS AND ASSESSMENT OF TAX JONES HELEN M FILE NO. 2104-0350 ACN 101 DATE 12-05-2005 TAX RETURN WAS: (D) ACCEPTED AS FILED ( [gI) CHANGED SEE ATTACHED NOTICE RESERVATION CONCERNING FUTURE INTEREST - SEE REVERSE APPRAISED VALUE OF RETURN BASED ON: ORIGINAL RETURN 1. Real Estate (Schedule A) 2. Stocks and Bonds (Schedule B) 3. Closely Held Stock/Partnership Interest (Schedule C) 4. Mortgages/Notes Receivable (Schedule D) 5. Cash/Bank Deposits/ Misc. Personal Property (Schedule E) 6. Jointly Owned Property (Schedule F) 7. Transfers (Schedule G) 8. Total Assets APPROVED DEDUCTIONS AND EXEMPTIONS: 9. Funeral Expenses/Adm. Costs/Misc. Expenses (Schedule H) (9) 22,889.01 10. Debts/Mortgage Liabilities/Liens (Schedule I) (10) 98,382.80 11. Total Deductions (11) 121,271.81 12. Net Value of Tax Return (12) 424,475.96 13. Charitable/Governmental Bequests; Non-elected 9113 Trusts (Schedule J) (13) 0.00 14. Net Value of Estate Subject to Tax (14) 424,475.96 NOTE: If an assessment was issued previously, lines 14,15 and/or 16,17 and 18 will reflect figures that include the total of ALL returns assessed to date. ESTATE OF (1 ) (2) (3) (4) (5) (6) (7) 0.00 28,204.19 404,000.00 0.00 87,793.58 25,75000 0.00 (8) ASSESSMENT OF TAX: 15. Amount of Line 14 at Spousal rate (15) 16. Amount of Line 14 taxable at Lineal/Class A rate (16) 17. Amount of Line 14 taxable at Sibling rate (17) 18. Amount of Line 14 taxable at Collateral/Class B rate (18) 19. Principal Tax Due TAX CREDITS: PAYMENT RECEIPT DISCOUNT (+) DATE NUMBER INTEREST/PEN PAID - 06-25-2004 CD004094 552.63 12-30-2004 ~ CD004790 0.00 0.00 X .00 424,475.96 X .045 0.00 X .12 0.00 X. 15 (19) AMOUNT PAID 10,500.00 21,436.17 NOTE: To insure proper credit to your account, submitthe upper portion of this form with your tax payment. 545,74777 0.00 19,101.42 0.00 0.00 19,101.42 TOTAL TAX CREDIT 32,488.80 BALANCE OF TAX DUE 13,387.38CR INTEREST 0.00 TOTAL DUE 13,387.38CR (IF TOTAL DUE IS LESS THAN $1, NO PAYMENT IS REQUIRED. IF TOTAL DUE IS REFLECTED AS A CREDIT (CR), YOU MAY BE DUE A REFUND. SEE REVERSE SIDE OF THIS FORM FOR INSTRUCTIONS.) IF PAID AFTER DATE INDICATED, SEE REVERSE FOR CALCULATION OF ADDITIONAL INTEREST. Rt. COIt1MONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE BUREAU OF INDIVIDUAL TAXES PO Box 280601 HARRISBURG PA 17128-0601 DECEDENTS NAME REV-1470 EX (6-88) REVIEWED BY ITEM SCHEDULE NO. INHERITANCE TAX EXPLANATION OF CHANGES Helen M. Jones Sheila Megonnell EXPLANATION OF CHANGES 4 Corrected per correspondence received. ROW FILE NUMBER ACN 2104-0350 101 Page 1 - BUREAU Of INDIVIDUAL TAXES INHERITANCE TAX DIVISION PO BOX Z80601 HARRISBURG PA 171Z8-0601 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE INHERITANCE TAX STATEMENT OF ACCOUNT t'~ :~'~ ;- I I '.~,1 l" '_j i j', r =:; 8 DATE ESTATE OF DATE OF DEATH FILE NUMBER COUNTY ACN REV-1607 EX AFP (03-05) 12-19-2005 JONES 03-31-2004 21 04-0350 CUMBERLAND 101 HELEN M ("':C;'>_J' STANLE\hA"SfofITH ESQ RHOADSlS I NON PO BOX 1146 HBG PA 17108 I Allount Rellitted ] MAKE CHECK PAYABLE AND REMIT PAYMENT TO: CUT ALONG THIS LINE NOTE: To insure proper credit to your account. subllit the Upper portion of this forll with your tax paYllent. REGISTER OF WILLS CUMBERLAND CO COURT HOUSE CARLISLE. PA 17013 REV-1607 EX AFP (03-05) --------------------------------------------------------------------------- --+ RETAIN LOWER PORTION FOR YOUR RECORDS +- ESTATE OF JONES HELEN M FILE NO. 21 04-0350 ACN 101 DATE 12-19-2005 THIS STATEMENT IS PROVIDED TO ADVISE Of THE CURRENT STATUS Of THE STATED ACN IN THE NAMED ESTATE. SHOWN BELOW IS A SUMMARY Of THE PRINCIPAL TAX DUE. APPLICATION Of ALL PAYMENTS. THE CURRENT BALANCE. AND. If APPLICABLE. A PROJECTED INTEREST fIGURE. *** INHERITANCE TAX STATEMENT OF ACCOUNT *** DATE OF LAST ASSESSMENT OR RECORD ADJUSTMENT: 12-01-2005 PAYMENTS (TAX CREDITS): PRINCIPAL TAX DUE: 19.101.42 PAYMENT RECEIPT DISCOUNT (+) AMOUNT PAID DATE NUMBER INTEREST/PEN PAID (-) 06-25-2004 CD004094 552.63 10.500.00 12-30-2004 "~ CD004790 .00 21.436.17 12-02-2005 REFUND .00 13.387.38- TOTAL TAX CREDIT 19.101.42 BALANCE OF TAX DUE .00 INTEREST AND PEN. .00 II If PAID AfTER THIS DATE. SEE REVERSE TOTAL DUE .00 SIDE fOR CALCULATION Of ADDITIONAL INTEREST. ( If TOTAL DUE IS LESS THAN $1. NO PAYMENT IS REQUIRED. If TOTAL DUE IS REfLECTED AS A "CREDIT" (CRJ. YOU MAY BE DUE A REfUND. SEE REVERSE SIDE Of THIS fORM fOR INSTRUCTIONS. J r<K Cumberland County - Register Of Wills One Courthouse Square Carlisle, PA 17013 Phone: (717) 240-6345 Date: 2/17/2006 SMITH STANLEY A POBOX 1146 HARRISBURG, PA 17108-1146 RE: Estate of JONES HELEN M File Number: 2004-00350 Dear Sir/Madam: This notice is to serve as a reminder that the Status Report by Personal Representative under Rule 6.12 is due on the below listed date. As per the AMENDMENTS TO SUPREME COURT ORPHANS' COURT RULES, NO. 103 SUPREME COURT RULES DOCKET NO.1, for decedents dying on or after July 1, 1992, the personal representative or his counsel, within two (2) years of the decedent's death, shall file with the Register of Wills a Status Report of completed or uncompleted administration. This filing is due by: 3/31/2006 Please feel free to contact this office with any questions you may have. If you have already filed your Status Report, please disregard this notice. Sincerely, G~~~/ Clerk of the Orphans' Court cc: File Personal Representative(s) ~1/ - e e IN THE MATTER OF THE ESTATE OF HELEN M. JONES, DECEASED IN THE ORPHANS' COURT DNISION OF THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYL VANIA NO. 0350 of2004 APPROVAL OF ACCOUNT RELEASE AND INDEMNIFICATION leaving a Will which was duly probated by the Register uf Wills of Cwnberland County, WHEREAS, HELEN M. JONES (the "Decedent") died testate on March 31, 2004, Pennsylvania, on April 13, 2004; and Executor of Decedent's estate (the "Executor"); and WHEREAS, the Decedent's Will appoints Decedent's son, DANIEL M. JONES, as April 13, 2004; and WHEREAS, Letters Testamentary were duly granted to said named Executor on WHEREAS, Decedent's Will contains the following bequests: Item I: Household and personal articles are to be divided equally between her two children, Penelope de Mello e Souza and Daniel M. Jones. Item II: (a) Decedent's interest in real estate and tangible personal property situate in Mexico are bequeathed to her son, Daniel M. Jones. (b) Decedent's interest in real estate 1406 Redbud, McAllen, Texas, is bequeathed to her son, Daniel M. Jones. Item III: The rest residue and remainder of Decedent's property is bequeathed 40% to her daughter, Penelope de Mello e Souza and 60% to her son, Daniel M. Jones, with the provision that any share in Silver Spring Theaters, Inc. pass under this Item and in these Proportions; and N C) , 'f<t. (...) 584588.1 -u :::2: - .. - e e WHEREAS, all of the Decedent's household and personal effects were disposed of during her lifetime; and WHEREAS, the Executor has investigated the Decedent's holdings in Mexico and concluded that all of the Decedent's assets in Mexico were in fact owned by two business entities and that the Decedent did not have an interest in those entities at the date of her passing so there are no assets to pass to Daniel M. Jones under ITEM 2(a) of the Decedent's Will; and WHEREAS, the real property 1406 Redbud, McAllen, Texas was sold during Decedent's lifetime and so the bequest in Item IT (b) lapses; and WHEREAS, during the Decedent's lifetime, her property situate at 214 North Baltimore Avenue, Mt. Holly Springs, Cumberland County, Pennsylvania, was sold under an installment sales agreement with Deanna C. Johnson-Shugart under which a balance of$81,000.00 was due and payable to the Decedent as of her date of passing; and WHEREAS, property at 220 North Baltimore A venue, Mount Holly Springs, Cumberland County, Pennsylvania, was sold by the Decedent and Daniel M. Jones during Decedent's lifetime under an installment sales agreement with Deanna C. Johnson-Shugart under which a balance of $51,500.00 was due to Decedent and Daniel M. Jones as of the Decedent's death; and WHEREAS, the installment sales agreement for 220 North Baltimore Avenue was joint with Daniel M. Jones so that he became the sole owner of the promissory note as of the date of the Decedent's death; and - 2 - e e WHEREAS, the installment sales agreement for 214 North Baltimore Avenue is an asset ofthe Decedent's estate; and WHEREAS, the undersigned, Penelope de Mello e Souza and Daniel M. Jones are the beneficiaries and direct parties in interest under Decedent's Will (the "Beneficiaries"); and WHEREAS, the Executor and the Beneficiaries desire that the Estate be concluded without the expense and fonnality of a court accounting; and WHEREAS, the Decedent was and the estate IS obligated to Silver Springs Theaters, Inc. in the amount of$67,294.00; and WHEREAS, in order to conclude the Estate without further liquidation of assets, the Beneficiaries have agreed to assume such debt and to secure the release of the Estate from such obligation in the Proportions of the distribution of the Estate, namely 60% assumption by Daniel M. Jones and 40% assumption by Penelope de Mello e Souza; and WHEREAS, the Executor is willing to consent to such a conclusion of the Estate upon receipt of a proper release and indemnification, which it is the purpose of this Agreement to provide. NOW, THEREFORE, the undersigned, for themselves, their heirs, personal representatives and assigns: (1) State that the foregoing recitals are incorporated herein and to the best of their infonnation and belief are true and correct. (2) State that they have examined the First and Final Account of the administration of Decedent's Estate, which is attached hereto as Exhibit "A", and approve the - 3 - - -- e e transactions and distributions set forth or proposed therein as though they had been confirmed absolutely by the Court having jurisdiction over the Estate. (3) Waive the filing and auditing of the Account by any Court and agree that any Court having jurisdiction over the Estate may confirm the Account and any Proposed Distribution. (4) Acknowledge receipt from the Executor of the assets shown as being distributed or distributable to them in such Account. (5) Do hereby absolutely and irrevocably release, remise, quitclaim and forever discharge the said Executor, his heirs and personal representatives, of and from all actions, suits, payments, accounts, reckonings, claims and demands whatsoever relating to the Estate of the said Decedent. (6) Do hereby absolutely and irrevocably release the Executor from filing any Account, Petition for Distribution or other document with the Court of Common Pleas of Cumberland County, Pennsylvania, or in any other jurisdiction in connection with the Estate of the Decedent. (7) Do hereby agree to indemnity the Executor and hold him harmless to the extent of the Estate assets received by the undersigned from and against any and all claims, loss, liability or damage (including legal fees and costs) which the Executor may suffer or to which he may be subjected by reason of the administration of the Estate or the distribution of the assets of the estate without having formal approval of the Court of Common Pleas, Orphans' Court Division, of Cumberland County, Pennsylvania, or any other court. - 4- e e (8) Do hereby assume the obligation of the Decedent to Silver Spring Theaters, Inc. as follows: Debt assumed by Penelope de Mello e Souza $26,917.60 Debt assumed by Daniel M. Jones $40,276.40, as evidenced by the Assignment, Assumption and Acceptance of Indebtedness attached hereto as Exhibit "B." (9) Do hereby agree that this Agreement may be signed and acknowledged by the parties hereto in counterparts and a complete set of executed counterparts, containing the signatures of all parties, shall constitute an original and complete document. This instrument shall be legally binding on the undersigned and their personal representatives, heirs and assigns. I &-+\. IN WITNESS WHEREOF, the undersigned have executed this Agreement on the dayof hb<,,~ , ;;;)cn l) ~e~~o~z~ (SEAL) .. .f.~~EAL) n~ne .. - 5 - --- - e e On this, the J # day of r~bc-a- Public, in and for the G"^",,,,^hDn l{h ~ ~'V"t~tlvn,\ro.... . personally appeared PENELOPE DE MELLO E SOUZA, known to me (or satisfactorily proven) to .;)oo(D , ~ , before me, a Notary , the undersigned officer, be the person whose name is subscribed to the within Agreement and acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. ~bld~ Notary Public My Commission Expires: (SEAL) (SEAL) r~:.)i' 6;d", \i:' tbt!~.:ln~ L Eatt-,!;, r,;,';.':-try PObl1L t.\ll:h'\ AIl!.'l (""I,berland Count) My C\t\\mIi, q',; ,"C May 21, 2006 M~~b;,i;;; ..:ti0l10fNotarie:- -- e e COMMONWEALTH OF PENNSYLVANIA COUNTYOF ~~ : SS: On this, the ~ day of ~ d;:l,~-/- ,,;J dtf&, before me, a Notary Public, in and for the Commonwealth of Pennsylvania. the lUldersigned officer, personally appeared DANIEL M. JONES, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within Agreement and acknowledged that he executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. (SEAL) y Commission Expires: (SEAL) COMMONWEALTH OF PENNSYLVANIA Notarial Seal Yvonne R. Durham. Notary Public ~Of~~County ~ ~ ecp,.Aug. 20, 2009 ~" ~~~oINotaries - 7 - EXHIBIT A - e e IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYL VANIA ORPHANS' COURT DIVISION NO. 00350 of2004 FIRST AND FINAL ACCOUNTING OF Daniel M. Jones, Executor For ESTATE OF HELEN M. JONES, Deceased Date of Death: March 31,2004 Date of Appointment: April 13, 2004 Date of First Complete Advertisement: May 7,2004 Accounting for the Period: March 31,2004 to November 30,2005 Purpose of Account: Daniel M. Jones offers this account to acquaint interested parties with the transactions that have occurred. The account also indicates the proposed distribution of the Estate assets. It is important that the account be carefully examined. Requests for additional information, or questions, or objections, can be discussed with: Stanley A. Smith, Esquire Rhoads & Sinon LLP One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 EXHIBIT "A" ings.RSDOCS- #588774-vl_ . e e Estate of Helen M. Jones Summary of Account Principal Page Receipts 2 $ 551,271.55 Net Gain on Sales or Other Dispositions 4 1,840.75 $ 553,112.30 Less Disbursements: 6 Debts of Decedent $ 32,873.32 Administrative Expenses 40,206.85 Federal & State Taxes 31,936.17 Fees & Commissions 1 01 00 105,121.34 Balance Before Distributions $ 447,990.96 Less Distributions to Beneficiaries 13 0.00 Principal Balance On Hand 14 $ 447,990.96 For Information: Investments Made 15 Unpaid Expenses Unrealized Gains and Losses Income Receipts 19 $ 53,868.60 Net Gain on Sales or Other Dispositions 21 0.00 $ 53,868.60 Less Disbursements: 22 000 Balance Before Distributions $ 53,868.60 Less Distributions to Beneficiaries 23 4,401 fiR Income Balance on Hand 24 $ 49,462.92 For Information: Investments Made Unpaid Expenses Unrealized Gains and Losses Combined Balance on Hand $ 497,453.88 (1) - Total Inventory - e Estate of Helen M. Jones Receipts of Principal Miscellaneous GE Capital Assurance, nursing home insurance, last 15 days at Kinkora Home, 3/16-3/30 $ The Northwestern Mutual Life Insurance Company Policy #2788519.Beneficiary, Estate. Installment Sales Agreement for real property 214 North Baltimore Street, Mt. Holly Springs, PA, dated Feb. 24,2004 Total Miscellaneous e Inventory Value 03/31/2004 1,162.50 9,995.00 81,000.00 (2) $ - 92.157.50 529.992.77 - e e Receipts of Principal (Continued) Receipts Subsequent to Inventory Inventory Value 12/29/2004 12/29/2004 Silver Spring Theaters, loan to Estate $ 20,000.00 04/01/2004 Deposits relating to reimbursements for medical insurances 1,278.78 Total Receipts Subsequent to Inventory $ 21.278.78 Total Receipts of Principal $ 551,271.55 (3) - e e Estate of Helen M. Jones Gains and Losses on Sales or Other Dispositions of Principal Net Gain 04/15/2004 Collection Deposits relating to reimbursements for medical insurances Net Proceeds Carried at $ 1,278.78 1,278.78 04/21/2004 Collection PNC Bank Checking Account No.:51-4018-6399 Net Proceeds Carried at $ 6,909.86 6,909.86 04/27/2004 Collection GE Capital Assurance, nursing home insurance, last 15 days at Kinkora Home, 3/16-3/30 Net Proceeds Carried at $ 1,162.50 1,162.50 05/07/2004 Collection The Northwestern Mutual Life Insurance Company Policy #2788519.Beneficiary, Estate. Net Proceeds Carried at $ 9,995.00 9,995.00 05/18/2004 Sale 150 Shares Whirlpool Corp, common Inventoried at Net Proceeds $ 10,333.50 9,534.00 (4) - - Net Loss $ 799.50 e e Gains and Losses on Sales or Other Dispositions of Principal (Continued) Net Gain 01/0312005 Sale 505 Shares Principal Finl Group Inc. Net Proceeds Inventoried at $ $ 20,510.94 17,870.69 2,640.25 Total Gains and Losses Net Gain $ $ 2,640.25 $ 1,840.75 (5) - - Net Loss 799.50 e Date Paid Estate of Helen M. Jones Disbursements of Principal Debts of Decedent 04/26/2004 Pharmerica Balance due at death 04/29/2004 Capital One Bank Account No.: 5291-4912-8288-5225 04/29/2004 Discover Card Account No.: 6011-0028-2002-9999 Balance due at date of death on credit card account Check Number 93 04/30/2004 Kinkora Pythian Home March 2004 Care 05/03/2004 Met-Ed - Final Bill 05/12/2004 Metro-Med Services Medical Expenses 05/12/2004 Rhoads & Sinon, LLP Attorneys fees for services rendered to decedent before death, including estate planning and general matters 06/15/2004 Capital One Bank Account No.: 5291-4912-8288-5225 Check Number 1028 (6) e $ - Amount Paid 500.00 1,000.00 289.09 3,297.35 105.95 235.00 704.57 300.00 Date Paid e e Disbursements of Principal (Continued) Debts of Decedent 06/15/2004 Discover Card Account No.: 6011-0028-2002-9999 Check Number 1027 07/12/2004 Discover Card Account No.: 6011-0028-2002-9999 Check Number 1029 07/15/2004 Capital One Bank Account No.: 5291-4912-8288-5225 Check Number 1030 08/15/2004 Capital One Bank Account No.: 5291-4912-8288-5225 . Check Number 1032 08/19/2004 Discover Card Account No.: 6011-0028-2002-9999 Check Number 1031 09/20/2004 Capital One Bank Account No.: 5291-4912-8288-5225 Check Number 1033 09/20/2004 Discover Card Account No.: 6011-0028-2002-9999 Check Number 1038 10/25/2004 Capital One Bank Account No.: 5291-4912-8288-5225 Check Number 1036 (7) - $ - Amount Paid 90.74 89.04 300.00 300.00 89.04 300.00 106.44 300.00 Date Paid e e Disbursements of Principal (Continued) Debts of Decedent 10/25/2004 Discover Card Account No.: 6011-0028-2002-9999 Check Number 1035 11/19/2004 Discover Card Account No.: 6011-0028-2002-9999 Check Number 1040 11/23/2004 Capital One Bank Account No.: 5291-4912-8288-5225 Check Number 1039 12/06/2004 Discover Card Account No.: 6011-0028-2002-9999 Check Number 1044 02/0212005 Discover Card Account No.: 6011-0028-2002-9999 Check Number 1047 02104/2005 Capital One Bank Account No.: 5291-4912-8288-5225 Check Number 1048 02/15/2005 Discover Card Account No.: 6011-0028-2002-9999 Check Number 1049 02/23/2005 Capital One Bank Account No.: 5291-4912-8288-5225 Check Number 1050 (8) $ - Amount Paid 94.01 182.22 300.00 92.22 92.22 500.00 117.22 1,359.46 - e e Disbursements of Principal (Continued) Date Paid Amount Paid Debts of Decedent 04/12/2005 Discover Card Account No.: $ 135.88 6011-0028-2002-9999 Check Number 1052 05/16/2005 Discover Card Account No.: 93.43 6011-0028-2002-9999 Check Number 1053 06/29/2005 Messiah Village, claim for 21,899.44 nursing home services Check Number 1055 Total Debts of Decedent $ 32,873.32 Administration Expenses 05107/2004 Equiserve L.P. $ 258.98 Certificate Replacement Account (Replace Cert No. 01037737 for Whirlpool stock) 05/1 0/2004 Daniel M. Jones, Reimbursement Legal documents 86.92 05/11/2004 Discover Card Account No.: 6011-0028-2002-9999 203.07 06/02/2004 Daniel M. Jones, Reimbursement Travel expenses to resolve Mexico stock/property issues 8,035.00 (9) Date Paid e e Disbursements of Principal (Continued) Administration Expenses 06/15/2004 Greenberg & Company, P.C. Inv. #18881, accounting servIces Check Number 1026 10/25/2004 Commercial-Industrial Realty Co. Consulting fees Check Number 1037 10/26/2004 Daniel M. Jones, Reimbursement Legal documents Check Number 1034 12/02/2004 Daniel M. Jones, Reimbursement Travel expenses to resolve Mexico stock/property issues Check Number 1041 12/02/2004 Daniel M. Jones, Reimbursement Expense to resolve Mexico stock/property issues Check Number 1043 12/03/2004 AnyWare Computers, Inc., reimbursement for estate expenses (Mexico expenses) Check Number 1042 01103/2005 Silver Spring Theaters Repay short term loan ($20,000 plus $50 loan origination fee paid by corporation) (10) - Amount Paid $ 750.00 600.00 71.55 6,241.60 32.25 1,100.00 20,050.00 - Date Paid e e Disbursements of Principal (Continued) Administration Expenses Amount Paid 02/2212005 AnyWhere Property Management Reimbursement for payment of estate expenses Check Number 1051 $ 32.48 08/18/2005 Greenberg & Company, P.C. Appraisal, Silver Spring Theaters stock Check Number 1056 2,500.00 09/30/2005 Greenberg & Company LLC Invoice #19867 155.00 11/08/2005 Discover Card Account No.: 90.00 6011-0028-2002-9999 Check Number 1062 Total Administration Expenses $ 40,206.85 Federal and State Taxes 07/01/2004 Register of Wills, Agent $ 10,500.00 Payment on account, P A Inheritance Tax Check Number 1025 12/29/2004 Register of Wills, Agent 21,436.17 Payment on account, P A Inheritance Tax Check Number 1045 Total Federal and State Taxes $ 31,936.17 Fees and Commissions (11) Date Paid e e Disbursements of Principal (Continued) Fees and Commissions 06/26/2005 Cumberland County Register of Wills Additional probate fees due Check Number 1054 Total Fees and Commissions Total Disbursements of Principal (12) - Amount Paid $ 105.00 $ 105.00 $ 105,121.34 - e e Estate of Helen M. Jones Distributions of Principal to Beneficiaries Distribution Value Total Distributions of Principal $ 0.00 (13) No. of Shares 1,221 e Estate of Helen M. Jones Principal Balance On Hand Valued as of November 30, 2005 - e Cash and Cash Equivalents Inventory Value Estate Account Commerce Bank: Account No.: 0536666043 $ (30.452.83) Total Cash and Cash Equivalents Stocks Silver Spring Theaters, Inc. stock $ 404.000.00 Total Stocks Miscellaneous Installment Sales Agreement for real property 214 North Baltimore Street, Mt. Holly Springs, P A, dated Feb. 24,2004 $ Total Miscellaneous Total Balance on Hand (14) (30,452.83) $ 404,000.00 $ 74,443.79 $ 74.443.79 $ 447.990.96 - e e Estate of Helen M. Jones Information Schedules - Principal Inventory Value Exchanges and Stock Distributions GE Capital Assurance, nursing home insurance, last 15 days at Kinkora Home, 3/16-3/30 03/31/2004 Received $ 1,162.50 04/27/2004 Collected (1,162.50) The Northwestern Mutual Life Insurance Company Policy #2788519.Beneficiary, Estate. 03/31/2004 Received $ 9,995.00 05/07/2004 Collected (9,995.00) Pan American World Airways Inc. Debenture, WORTHLESS 03/31/2004 7,000 Par Received $ 0.00 7,000 Par On Hand 0.00 Principal Finl Group Inc. 03/31/2004 505 Shs. Received $ 17,870.69 01/03/2005 (505) Shs. Sold (17,870.69) Deposits relating to reimbursements for medical insurances 04/01/2004 Received $ 1,278.78 04/15/2004 Collected (1,278.78) Installment Sales Agreement for real property 214 North Baltimore Street, Mt. Holly Springs, PA, dated Feb. 24, 2004 03/31/2004 Received $ 81,000.00 (15) e e Information Schedules - Principal (Continued) Exchanges and Stock Distributions Installment Sales Agreement for real property 214 North Baltimore Street, Mt. Holly Springs, PA, dated Feb. 24, 2004 (Continued) 05/07/2004 Return of principal 05/07/2004 April payment - partial (331.09 due from Dan)( erroneously deposited halfof220 and 214 payments) Return of principal 06/07/2004 May payment Return of principal 08/30/2004 June payment - short $88.39 due from Dan due to incorrect calculation of principal amout due estate (should be $353.23) Return of principal 09/21/2004 July and August payments Return of principal 10/06/2004 September payment Return of principal 11/08/2004 October payment Return of principal 12/09/2004 November payment Return of principal 01/3112005 December payment Return of principal January payment (16) - Inventory Value $ (23.29) (353.80) (264.84) (704.72) (351.48) (350.90) (350.31 ) (349.72) (349.13) e e Information Schedules - Principal (Continued) Exchanges and Stock Distributions Installment Sales Agreement for real property 214 North Baltimore Street, Mt. Holly Springs, P A, dated Feb. 24, 2004 (Continued) 02/11/2005 03/0712005 04/15/2005 05/11/2005 06/07/2005 07/01/2005 08/11/2005 09/08/2005 10/13/2005 11/07/2005 Return of principal February payment Return of principal March payment Return of principal April payment Return of principal May payment Return of principal June payment Return of principal July payment Return of principal August payment Return of principal September payment Return of principal October payment Return of principal November payment On Hand (17) - Inventory Value $ (348.53) (347.93) (347.33) (346.72) (346.12) (345.51) (344.90) . (344.28) (343.66) (343.04) $ 74,443.79 e e Information Schedules - Principal (Continued) Exchanges and Stock Distributions Silver Spring Theaters, Inc. stock 03/31/2004 1,221 Shs. 1,221 Shs. Whirlpool Corp, common 03/31/2004 05/18/2004 150 Shs. (150) Shs. Received Valued per attached appraisal On Hand Received Sold (18) - Inventory Value $ 404,000.00 $ 404,000.00 $ 10,333.50 (10,333.50) Principal Finl Group Inc. 12/23/2004 Dividend on 505 Shares $ 277.75 277.75 Installment Sales Agreement for rea) property 214 North Baltimore Street, Mt. Holly Springs, P A, dated Feb. 24, 2004 05/07/2004 April payment $ 131.01 05/07/2004 May payment 131.59 06/07/2004 June payment 132.16 08/30/2004 July and August payments 266.06 09/21/2004 September payment 133.91 10/06/2004 October payment 134.49 11/08/2004 November payment 135.08 12/09/2004 December payment 135.67 01/31/2005 January payment 136.26 02/11/2005 February payment 136.86 03/07/2005 March payment 137.16 04/15/2005 April payment 138.06 05/11/2005 May payment 138.67 06/07/2005 June payment 139.27 07/26/2005 July payment 139.58 08/11/2005 August payment 140.19 e e Income Collected Estate of He)en M. Jones Receipts of Income The Northwestern Mutual Life Insurance Company Policy #2788519.Beneficiary, Estate. 04/27/2004 Post-mortem dividends 05/07/2004 Interest earned after death $ 559.23 32.93 (19) - $ 592.16 Receipts of Income (Continued) InstaJIment Sales Agreement for real property 214 North Baltimore Street, Mt. HoJIy Springs, P A, dated Feb. 24, 2004 09/08/2005 September payment - .90 deficit on March, July and Aug. pyts included in check - 10/13/2005 October payment 11/07/2005 November payment Silver Spring Theaters, Inc. stock 05/07/2004 April, 2004 distribution 05/07/2004 May, 2004 distribution 06/07/2004 June, 2004 distribution 09/21/2004 Distribution 10/06/2004 Distribution 10/26/2004 Distribution 12/02/2004 Distribution 01/19/2005 Distribution 01/31/2005 Distribution 02/24/2005 Distribution 04/06/2005 Distribution 04/25/2005 Distribution 06/07/2005 June distribution 06/15/2005 July and August distributions 06/21/2005 Decedent's share of $50,000 draw 08/19/2005 Distribution 10/04/2005 Distribution 10/31/2005 Distribution lI/30/2005 Distribution Total Income Received (20) e $ 142.01 141. 73 142.35 $ 1,258.76 1,258.76 3,776.28 1,258.76 1,258.76 1,258.76 1,258.76 1,258.76 1,258.76 1,594.43 1,594.43 1,594.43 1,594.43 3,188.86 20,979.40 1,468.56 1,468.56 1,468.56 1,468.56 $ - $ 2,732.11 50,266.58 53,868.60 e e Estate of Helen M. Jones Gains and Losses on Sales or Other Dispositions of Income Net Gain No Gain or Loss (21) $ 0.00 . Net Loss Date Paid e Estate of Helen M. Jones Disbursements of Income Total Disbursements of Income (22) e -- Amount Paid $ 0.00 e e Estate of Helen M. Jones Distributions of Income to Beneficiaries Distribution Value Daniel M. Jones 09/30/2005 Cash Disburse 60% of Silver Spring Theaters distribution $ 881.14 10/31/2005 Cash Disburse 60% of Silver Spring Theaters distribution 881.14 11/30/2005 Cash Disburse 60% of Silver Spring Theaters distribution Check Number 1063 881.14 Penelope De Mello E Souza $ 2,643.42 09/30/2005 Cash Disburse 40% of Silver Spring Theaters distribution $ 587.42 10/31/2005 Cash Disburse 40% of Silver Spring Theaters distribution 587.42 11/3012005 Cash Disburse 40% of Silver Spring Theaters distribution 587.42 Total Distributions of Income $ $ (23) 1,762.26 4,405.68 - e Estate of Helen M. Jones Income Balance On Hand Valued as of November 30,2005 e Cash and Cash Equivalents Inventory Value Estate Account Commerce Bank Account No.: 0536666043 $ 49,462.92 Total Cash and Cash Equivalents Total Balance on Hand (24) - $ 49.462.92 $ 49.462.92 . e e AFFIDA VIT Daniel M. Jones, Executor under the Will of HELEN M. JONES, Deceased, hereby declares under oath that he has fully and faithfully discharged the duties of his office; that the foregoing First and Final Account is true and correct, and fully discloses all significant transactions occurring during the accounting period; that all known claims against the Estate have been paid in full; that the first complete advertisement of the grant of letters was more than four months from the date the account was filed; that, to his knowledge, there are no claims now outstanding against the Estate; and that all taxes presently due from the Estate have been paid. ~~~ Sworn to and subscribed before me this ,;2. itt- day of &C???'Ld<o~2005. J.U?'~--ff ~<Z-~ TARYPUBLIC MY COMMISSION EXPIRES: (SEAL) COMMONWEALTH OF PENNSYLVANIA Notarial Seal Yvonne R. Durham, Notary Public City Ot Harrisburg, Dauphin County My Commission Expires Aug. 20, 2009 Member, Pennsylvania Association of Notaries e ESTATE OF HELEN M. JONES Statement of Proposed Distributions BALANCE ON HAND PER ACCOUNTING ADJUSTMENTS: ADD: PA Inheritance Tax Refund LESS RESERVES: Rhoads & Sinon LLP - fees 18,500 and expenses 1,000 Tax payments and preparation costs Decedent's final PA income tax Refund of Decedent's final Federal income tax Estate's Federal income tax f/p/e 2/28/2005 Estate's PA income tax f/p/e 2/28/2005 Acct. fees for final returns ADJUSTED BALANCE ON HAND PROPOSED DISTRIBUTIONS TO: DANIEL M. JONES 60% share of residue per Item 3(a) of Will 732.6 shs. Silver Spring Theaters stock 60% interest in Installment Sales Agreement Cash e 122.00 -407.00 1,844.00 290.00 500.00 497,453.88 13,387.38 -19,500.00 -2,349.00 488.992.26 242,400.00 44,666.27 6,329.08 293,395.35 TO: PENELOPE DE MELLO E SOUZA 40% share of residue per Item 3(a) of Will 488.4 shs. Silver Spring Theaters stock 40% interest in Installment Sales Agreement Cash 161,600.00 29,777.52 4,219.39 195,596.91 TOTAL PROPOSED DISTRIBUTIONS ASSUMPTON OF LIABILITY OF DECEDENT PER ATTACHED AGREEMENT Daniel M. Jones assumes personal responsibility for 60% of Decedent's liability to Silver Spring Theaters, Inc. Penelope de Mello e Souza assumes personal responsibility for 40% of Decedent's liability to Silver Spring Theaters, Inc. CASH RECONCILIATION Cash on Hand per Account Adjustments Per Above Schedule 13,387.38 -19,500.00 -2,349.00 Adjusted Cash on Hand 488.992.26 40,376.40 26,917.60 67,294.00 19,010.09 -8,461 .62 10,548.47 588787 12/20/2005(2) --- EXHIBIT B e - . ASSIGNMENT. ASSUMPTION AND ACCEPTANCE OF INDEBTEDNESS WHEREAS, Helen M. Jones ("Decedent"), majority stockholder of Silver Spring Theaters, Inc. (the "Corporation") died on March 31, 2005; and WHEREAS, at Decedent's death, the books of the Corporation reflected loans to Decedent in the total sum of$67,294 (the "Obligation"); and WHEREAS, Decedent's children, Penelope de Mello e Souza and Daniel M. Jones, are the residuary beneficiaries (tbe "Beneficiaries") under the Last Will and Testament of Decedent, which Will bequeaths a 60% residuary share of Decedent's estate to her son, Daniel M. Jones, and a 40% residuary share of Decedent's estate to her daughter, Penelope de Mello e Souza, which shares include Decedent's shares of stock in the Corporation; and WHEREAS, Decedent's Estate does not possess sufficient cash to satisfy Decedent's Obligation to the Corporation; and WHEREAS, the Beneficiaries desire to assume the Decedent's Obligation in the same Proportions as the shares of Decedent's stock bequeathed to them under her Will to avoid a forced sale of the assets of the Estate. NOW, THEREFORE, intending to be legally bound hereby, Daniel M. Jones, Executor ofthe Estate of Helen M. Jones, deceased, does hereby irrevocably assign and set over all ofthe Estate's right, title and interest in and to the said Obligation to Penelope de Mello e Souza and Daniel M. Jones in the following Proportions: To Daniel M. Jones: To Penelope de Mello e Souza: 40,376.40 26,917.60 IN ~ITNESS WH~REQF, intending to be lega~l~ boun~ hereby, the undersigned has executed thIS agreement thIS I 0 day of IJJii II ,;. '\ , 2.c:c (( ESTATE OF HELEN M. JONES ~~~~ EXHffiIT "B" WIT 589703.1 -- . . ASSUMPTION ~S~ 0. t Penelope de Mello e Souza hereby accepts and agrees to assume a 40% share of Decedent's Indebtedness to S iiver Spring Theaters, me. in the sum of $26,91 7.60, hereby becoming liable for such sum. Executed thisl~ day of ~~d ' .;:;.""'" . t4 !ItJt e Penelope de Mello e Souz , Beneficiary ASSUMPTION Daniel M. Jones hereby accepts and agrees to assume a 60% share of Decedent's mdebtedness to Silver Spring Theaters, me. in the sum of$40,36.40, hereby becoming liable for such sum. Executed this I 0 day of tJ)..av~ , '2A>l) Y . .~ ,./ ......""" ~.~ ~ /~ , ~_/' . -"":<.-----..--- - -----~ DanierM. Jo , eficiary _ ACCEPTANCE The Corporation, Silver Spring Theaters, Inc., by its President and Secretary, hereby accepts the Assignment and Assumption of the Obligation as above set forth and forever releases the Estate of Helen M. Jones from any further liability forrepaymeut of the Obligation. ATTEST: ~ A q; Secret y - SILVER SPRING THEATERS, INe. (SEAL) ~ // /" ~ ~~:s--t' ~ EXHIBIT "B" STATUS REPORT UNDER RULE 6.12 Name of Decedent: Helen M. Jones Date of Death: March 31, 2004 Will No. 0350 of 2004 Admin. No. Pursuant to Rule 6.12 of the Supreme Court Orphans' Court Rules, I report the following with respect to completion ofthe administration of the above-captioned estate: 1. State whether administration of the estate is complete: Yes ~ No 2. If the answer is No, state when the personal representative reasonably believes that the administration will be complete: The Estate has been held open pending sale of real estate. It is anticipated that said real estate will be sold within the next year. 3. If the answer to No. 1 is Yes, state the following: a. Did the personal representative file a final account with the Court? Yes No X b. representative's account is: The separate Orphans' Court No. (if any) for the personal c. Did the personal representative state an account informally to the parties in interest? Yes -L- No_ Date: March /0 , 2006 { es, . oinders and approvals of formal or rph s' Court and may be attached to this d. Copies of receip informal accounts may be filed with the Cle of the report. e Stanley A. Smith Name (Please type or print) Rhoads & Sinon LLP PO Box 1146 Harrisburg, PAl 71 08-1146 Address 717-233-5731 Tel. No. Capacity:_Personal Representative ~ Counsel for personal representative a .. - C'J ings.RSDOCS- #598870-vl- V?J Cumberland County - Register Of Wills One Courthouse Square Carlisle, PA 17013 Phone: (717) 240-6345 Date: 3/06/2006 JONES DANIEL M 5100 ERBS BRIDGE ROAD P.O. BOX 7270 MECHANICSBURG, PA 17050 RE: Estate of JONES HELEN M File Number: 2004-00350 Dear Sir/Madam: This notice is to serve as a reminder that the Status Report by Personal Representative under Rule 6.12 is due on the below listed date. As per the AMENDMENTS TO SUPREME COURT ORPHANS' COURT RULES, NO. 103 SUPREME COURT RULES DOCKET NO.1, for decedents dying on or after July 1, 1992, the personal representative or his counsel, within two (2) years of the decedent's death, shall file with the Register of Wills a Status Report of completed or uncompleted administration. This filing is due by: 3/31/2006 Please feel free to contact this office with any questions you may have. If you have already filed your Status Report, please disregard this notice. ~~~ Glenda Farner Strasbaugh Clerk of the Orphans' Court cc: File Counsel ~ Name of Decedent: Date of Death: File No. : Social Security No.: REGISTER OF WILLS OF CUMBERLAND COUNTY STATUS REPORT UNDER RULE 6.12 (For Resident Decedents Dying After July 1, 1992) PATRICIA R. MOHLER April 30, 2004 21-04-0530 186-24-9455 Pursuant to Rule 6.12 of the Supreme Court Orphans' Court Rules, I report the following with respect to completion of the administration of the above-captioned estate: 1. State whether administration of the estate is complete: Yes x No 2. If the answer is No, state when the personal representative reasonably believes that the administration will be complete: 3. If the answer to No.1 is Yes, state the following: a. b. c. \"., , d. Date: March 28, 2006 F:\FILES\DA T AFILE\EST A TES\ 11 076-2.srep Did the personal representative file a final account with the Court? Yes No x The separate Orphans' Court No. (if any) for the personal representative's account is: Did the personal representative state an account informally to the parties in interest? Yes No x Sole beneficiary was decedent's spouse who was Executor, so no accounting was necessary . Copies of receipts, releases, joinders and approvals of formal or informal accounts may be filed with the Clerk of the Orphans' Court and may be attached to this report. Signature: rJltjJ(U if {l.-/)!.tltll- Name: V Hillary A. an, Esq -.re . Address: MARTSON DEARDORFF WILLIAMS & OTTO Ten East High Street Carlisle, P A 17013 (717) 243-3341 Counsel for personal representative ~ ~ COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE BUREAU OF INDIVIDUAL TAXES DEPT. 280801 HARRISBURG, PA 17128-0801 RECEIVED FROM: PENNSYLVANIA INHERITANCE AND ESTATE TAX OFFICIAL RECEIPT NO. CD 012491 SMITH STANLEY ALLEN ROADS & SINON LLP 1 S MARKET SQ PO BOX 1 146 HARRISBURG, PA 17108-1146 fold ESTATE INFORMATION: ssN: 2oa-26-ss8i FILE NUMBER: 2104-0350 DECEDENT NAME: JONES HELEN M DATE OF PAYMENT: 03/18/2010 POSTMARK DATE: 03/17/2010 COUNTY: CUMBERLAND DATE OF DEATH: 03/31 /2004 REMARKS: RECEIPT TO ATTY CHECK# 23900 SEAL ACN ASSESSMENT AMOUNT CONTROL NUMBER 101 ~ 5837.88 REV-1162 EX(11-961 TOTAL AMOUNT PAID: INITIALS: WZ RECEIVED BY: 5837.88 GLENDA EARNER STRASBAUGH REGISTER OF WILLS REGISTER OF WILLS t ,,, .. /I,II\ ilil~ j BROADS .- & SINON LLP March 17, 2010 Re: Estate of Helen M. Jones No. 0350 of 2004 Ms. Glenda Farner-Strasbaugh Register of Wills Cumberland County Courthouse 1 Courthouse Square Cazlisle, PA 17013 Dear Ms. Farner-Strasbaugh: Enclosed aze the following for the above-captioned Estate: c7 `= p - ''~ d `- ~_ i] "~U ~ T:3 r ~'~- 1 ~ ,... ~.. ~ r ~ a _.., rv _ ~-, r t'F ~ . '~ ~_~ ~c, -; 1. Pennsylvania Inheritance Tax Return, in duplicate, showing tax due in the sum of $837.88. This is a Supplemental Retum; 2. Check in the sum of $837.88 in payment of tax due; 3. Check in the sum of $15.00 in payment of your filing fees; 4. A copy of this letter and first page of Pennsylvania Inheritance Tax Return attached, which we ask that you time stamp and return in the enclosed self- addressed stamped envelope. Very truly yours, BROADS & Sltvoly LLP ~k~~ I -~ By: Ju.~ Yv e R. Durham a gal Enclosures YRD/esm Yvonne R. Durham ph (717) 231-6677 fx (717) 724-8377 ydurham@rhoads-sinon.com FILE NU: 317603 774101.1 Rhoads 6T Sinon LLP • Attorneys a[ Law • Twelfth Floor • One South Market Square • P.O. Box 1146 Harrisburg, PA 17108-1146 • ph (717) 233-5731 fx (717) 232-1459 • www.rhoads-sinon.com .~ M1 i ~°~~ I~~~ ,r~o 1~~tA~a ~ ~ I N ~ ~ ~~ m v ~ ~ LL Q~ ~ o ~ s 0311NC1 ~- 0 0 ~ ~ Q . ~-..)Tr'~ ..J ti u.. k ~:.. C t .;. • I lr ti ~ ~ ~.~ I C'~ ~ - V G W~ c ~~ LL L Y ~ N R ~ R O Q - 1~ ~ m ~ ~ O ~ L d d ~ O ~ `~^~ Q - b U _ C/~ ~ y M - ~ y ~ "~ ~ a~ ~3~~~ ~~ a b ~ ~° =' o oa a - a~ ~ C7 ~ n ~ . •~~ o~ ~ ' ~ =~~UUU o o j~ F ""~ #~EV-1500 fx (~_og} PA DepertmeM oI Raven ue Bteaau of IrtdtYWualTaxea PO Box 2110901 Heniebrrg,PA17128-BE01 15056041169 OFFICIAL USE ONLY CouMyCoda Year FIIeNumber ~ 1 0~ 03~~ INHERITANCE TAX RETURN 3odal Security Number Date of Death 204-26-9981 03312004 Decedent's Last Name JONES (HAppliraabls) Enter Surviving Spouss'e IMotmaNon Below Spouse's Last Name Spouse's Social SocurXy Number Date of Birth 09011916 Suffuc Decedent's First Name Mf HELEN M SuTfbr Spouse's First Name bAl THiS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL N APPROPRIATE ROXE$ BELOW ^ 7, OdgMel Relran Q 2. Supplemental Return ~ 3. RemaMdet Retum (date of death A. LimNed Estate ~ 4a. prbrto 12-13.82) Future Interest Compromise (data of ~ 5. Federal Fatale Tax Rreum Required ^ B Deoedere Oi d T t t death efler 12-12.82) . e es a e ~~ COP)' ~~) ^ 7. Decedent Malnrolned a Llving Trust 8. Trial Number of Safe Deposit Boxes AB h ^ D Lltl rel P ( ao Copy of Trust) . g on roceeds Receive! ^ 1 D. Spousal Poverty CredM (dale of death ^ 1 f . EleMbn to tax under Sec. 9113(A) between 12-31-91 end 1-1-96) (ABach Soh. O) CORRESPONDENT - THIN BECTX>N IR~T BE CDAIPLETEp. ALL CDRREBPDNDENCE AND CtkIFlDENTNIL TAX INPDItMATIDN eNDULD 8E DIRECT®TO: Name Daytlme Telephone Number STANLEY A. SMITH, ESQUIRE 7172316677 Fltm Name (If Applicable} o BROADS & S IKON LLP REOIS~F WILLSiib@ ONLIt. - ,,_> ~ a r ; ; '- ' ' First Ilse of address _ "~ > ~ ~ ~ ~ . ,~ PO BOX 114 6 - ` V ~~ C7 ~ C,....' ' Second line of address 4 C`) G -~~ City or Post OiNce HARRISBURG Corre,ponderd'a e-matl address: SSMITF UrWar peneltlea d perJrsy,1 declare tore I have fl s Nue, coned and ocrrtpls6e. Dedsretion d ~,, ~_.. v --i State 21P Coda DATE PA 17108 )ADS-SINON.COM d thte return includktg acwmpenying achedutes end slatamerda, and b the best of i other ihert 8re peraonat relxeaenlatlve is based on aN Infomratbn of sdlktl oreoen r'V - - :-, .1~ IT`'?d ~ ~~- ° ,/r~R - IJ 2 s t o norrliCSE--~ ~ - - RHOADS & SINON LLP, PO BOX 1146, HARRISBURG, PA 17108 SIGNATl/RE OF R SENTATtVE DATE ADORES C/OR & SINON LL PO BOX 1146, HARRISBURG, PA 17108 PLEASE USE ORIGINAL FORM ONLY Side 1 L 15056041169 15056041169 J 15©5604216Q 1tEV-t5oo Ex Decedents Socbl Security Number Deadsrx's Name: HELEN M DONE S 2 0 4- 2 6- 9 9 8 1 RECAPITULATION i. Real estate(SchedubA) ............................................. 1. 2. stocks and Bonds (Schedule B) ....................................... . 2. 5 , 9 6 8.17 3. Cbsely Held Corporation, Partnership or Sole-Proprletorshlp (Schedule C) .... . 3. 4. Mortgages & Notes Receivable (Schedule D) ........ . ................... . 4. 5. Cash, Bank Deposits & Mhu~tlaneous Personal Property (Schedule E) ....... . 5. 9 , 015.4 4 8. JoNNIy Owned Property (Schedule F) ~ Separab Bllifng Requested ...... . 8. 7. Inter-Vlvaa Trensfera 6 MlecageneousNon-Probate Property (Sdiedub G) [~ Separate Billing Requested ...... . 7. e. Total Grow Aweh (Mlal LMw 1 - 7) .......................... . ..... . . . 8. 14 , 9 8 3 .61 9. Funeret Expenaw BAdminbUative Cosb (Sehedub H) ..................... 9. 9 72.00 10. Debts of DeCegent, Mortgage LJabi~tiea, 8 Uens (Schedule I) , , ,, , , , , , , , , , , , 10, 11. Total Deduction (total Unes 9 810} .................................. 11. 9 7 2 . 0 0 12. Net Value of Estate (Line 8 minus Line 11) .............................. 12. 14 , 011.61 13. Cherltable and Governmental Bequesta/sec 9i13 Trusts forwhich en ebdbn to tax has not been made (Schedule J) ........................ 13. 14. Nat Value Subject to Tax (Una 12 minus Line 13) ........................ 14. 14 , 011.61 TAXCOMPUTATION -SEE 1NSTRUCTION3 FOR APPLICABLE RATES 15. Amount of Une 14 taxable at the spousal tax rate, or trensfars under Sec. 9118 18. Amount of Una t4 taxabb at Nneal rate x .0~ 14 , 011.61 15 6 3 0.52 17. Amomrt of une 1a taxable at slWing rata x .t2 17. 19. Arrrourrt of Una 14 tmrabb at collabral rate x .15 18 19. TAxDUE ........................................................ 19. 630.52 20. FILL IN THE BOX IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT Side 2 L„ 15[15604216 15056U421bU REV-16oQ EX Papa 3 Decedent's Comulete Addross~ FIIaNUmbar 21-04-0350 DECED9r1'S NAME HELEN M. JONES STREETADDRESS 214 NORTH BALTIMORE AVENUE ~" srATE z~ MOUNT HOLLY SPRINGS PA 17065 Tax Payments and Credits: Tax Due (Page 2 Line 19} CredialPaymeMs A. Spousal PoveAy Credit B. Prior Payments C. Dlsaount 3. InteresGPenagy O applicade D. Interest E. PeneNy (1) 630.52 0.00 0.00 630.52 Total Credits (A + 8 + C} {2) Total IntereetlPenaMy (D + ~ 4. If Lnre 2 is pester than Line 1 + Line 3, aver the difference. This is the OVERPAYMENT. FIA fn box on Page 2, Lba 20 to request a refund 5. If Una 1 + Line 3 is groeter Oren Line 2, enter the diference. This is the TAX DUE. (3) (4) (~ A. Enterthe Interest on the tax due. (5A) 2 0 7 . 3 6 B. Enter the iotel of Line 5 + 5A. This la the BALANCE DUE. (5B) 8 3 7 . 8 8 Make Check Payable lo: REGISTER OF W1LLS, AGENT PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent matte a irertsfer and: Yes No a. retain the use or income of the properly transferred : ......... . ....... . . . ... . . . .... . ..... . . . .. . b, retain the right b designate who shall use the property transfered or Its inwme : ....... . . . . . .... . . . . ^ ^ a retain a reverslonery irrberest; or .. . .......... . ... . .................. . ...... . . . .... . . . ... . d. ratans Ore promise for fife of ether paymerde, benefits or care? . . . . .. . ... . ..................... ^ ^ 2. ff tlea0r OcGSred alter December 12,1882, did decedent transfer properly within one yew of death wthout recekrhrg adequate conslderatlon7 .. . ..... . ..... . . ... . ..................... . . ......... ^ ^ 3. Did decedent awn an'4r boat tor' or payable upon death bank account or security at his or her d~lh? ..... ^ (~ 4. Did detxxltnt own an Indnidual ReOremeM Atxbunt, annuty, or otlternon-probate property wttidr ooMeinsa.beneftciarydesignation? .......................................................... ^ ^ IF THE ANSWER TO ANY OF THE ABOVE QUEST10N8 lS YES, YOU MUST COMPLETE SCWEDULE G AND FILE IT AS PART OF THE RETURN. For dates of deatft on or ether July 1,1994 and before January 1,1995, the tax rate Imposed on the net value of transfers to or for the use of >he surviving spouse Is three (3) percent [72 P.S. §9116(a)(1.1.)(i)j, For dates of deft on or afar January 1,1995, the tax rate apposed on the net value of transfers to or for the use of the surviving spot~e is zero (0) percent [72 P.S. §9116(a)(1.1)(il)j. The statute tf~not exemntexempt a transfer to a surviving spouse from tax, and the statutory requirements for disdosure of assets and sting a tax return are still applicable even if the survivag spouse is the onty beneficiary. For dates of death on or after July 1, 2000: The tax rate imposed on the net value of ir^aa nsfers from a deceased child twenty-one years of age or younger at death to or for the use of a natural parent, an adoptive parent, or a stepparent of the child is zero {O) percent [72 P.S. §9116{a)(1.2)), The tax rape imposed on the netvalue of transfers to or for the use of the decedent's lineal beneficiaries is four and one-half (4.5) peront, except as noted in 72 P,S. §9116(1.2) [72 P.S. §9116(a)(1)j. The tax rate imposed on the net value of bansfers to or for the use of the decedent's siblings is twelve {12) percent [72 P.S. §9116{a)(1.3)). A sibNng is defined, under Sec~on 9102, as an individual who has ~ least one parent in common with the decedent, whether by blood or adoption. .REV-1b03 EX+ (B-Ba) SCHEDULE B COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN STOCKS ~ BONDS RESIDENT DECEDENT ESTATE FILE NUMBER Estate of Helen M. Jones 21-04-0350 ~ ProPa~9loilldY•OVlned with riphtotaurvivorehhs muetha disckleed ~r. Af!~101~11~0 r p ~ mv~v vlraw is ~wcvw. IIRCII W W Wllal am:aR Of ftla aama 8iia) REV•1608 EX+ (5-88) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT 'SCHEDULE E CASH, BANK gEPOSITS, $ MISC. PERSONAE_PROPERTY co Il1I c yr FILE NUMBER Estate of Helen M. Jones 7, _nn no rn ~n nrvio opaw 16IrowEU~ InsER 800SpR81 ShEEIS DT ihE SERIF SIZE) ~tttw1077 k7c+ i7o-06) SCHEDULE H FUNERAL EXPENSES & COMMONWE,4LTFt of PENNSnvANIA INHERITANCE TAX RETURN ADMINISTRATIVE COSTS RESIDENT DECEDENT ESTATE OF FILE NUMBER Estate o.f Helen M. Jones 21-04-0350 6eMs of decedent must 6e reported on ScAedule I, ITEM NUMBER DESCRIPTION AMOUNT A. FUNERALEXpENSES: t. B. ADMINISTRATIVE COSTS: t • Personal RepressWetha'eComm~ebns Name of Personal Repreeerdettve(e) SYeetAddrass CHy Stab ZIP Yaar{s) l.omtMeebn Paid: 2. Attorney Fees 9 5 0. 0 0 3. FaMhrExanpYon:~BdecedeM'saddroealsnotihesameasdelmald's,sitachexpla~tlon) Ckimald SgeetAtldreas Chy State ZIP RatetlonehipotCbYneMio Dacedanl 4. Probate Fees 5. AxounbM'aFees ti. TexitetumPrepater'aFees ~. Register of Wills, filing fee 15.00 S PA Department of Revenue, 2009 income tax 7.00 TOTAL (Also enter on line 9, Recapitulatlon) S 9 7 2 . 0 0 ~« im~o eye~a s neeaea, srsen aaanronai sneers otme same site) KeY-iS1.7 hX+ (11-08) pennsylvania rJEPANTMENT OF REVENVE SCHEDULE J iNNEnITANCE rax aerurw BENEFICIARIES nestoerrt oECeoeNr ESTATE OP FILE NUMBER Estate of Helen M. Jones 21-04-0350 NUMBER NAME AND ADDRESS Of PERSON(S) RECEIVING PROPERTY RED TI~SL ~ TO~D~(DE61T AMOUNT ~A~ ARE I TAXABLE DISTRIBUTIONS [Include outright spousal distrlbutlons and transfers under Sec 9116 (a) (1.2),] i. Daniel M. Jones Son 8,406.9 5046 Erbs Bridge Road Mechanicsburg, PA 17050-241.0 60$ residue 2 Penelope De Mello E Souza Daughter 5,b04.6 Major Rubena Vaz 722, Apt. 301, Gavea Rio de Janeiro, Brazil 22470-070 OS 40~ residue ENT6t OOl1AR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18 OF REV-1500 COVER SHEET, A S APPROPRIATE. II 'NONTAXABLE DISTRB9UTIONS: A. SPOUSAL DISTRIBUTIDNS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN 1. B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS 1. TOTAL OF AART II -ENTER TOTAL NDN TAXABLE DISTRIBUTIONS ON LIME 13 OF REV-1500 COVER SHEET. ~ If mare space is needed, insert additional sheets of the same slze. '~. N ~. x~, ~~: ~: ~~ ~I ~I `~ M: ~. ~: ~`. a "~ ~ ~ $a ~ ~~ ._ ~,' ~ ~ d d .~~~ b Q:'.' ~~ ~~ ~~p~. E74. d o w v m ~ ~ a~ M o+ til' c ~ ~. r ' 4 .~, ~ ~Q ~ .;,. , ~~ .. .a ~, a :~ a ' •~~ ~~ ~~~ ~~ ~~ ~ ~, :~ ~~ ~: ~, ~. ~~y: .fi: ~~ ~~ ~~ ~~~ a r ~Q a ~~ .~ rx ~ ~. a~ A £. ~. ~ ~~ ~~ ~ ~.{ ~ 9 ,.~ .m • [" '~ ~. ~- ~ .~ n v .~,~ ~~ ~, ~ ~' ~ v ~~ :~ ~ ' .. ,~ ~.~ ~. s ~' ~' ~~~ .~ ~~ ~.~~ ~. g~ ~~ ~ ~. v~ c s a4. Q 1p .~~ ~ '~ ~. ~ ,a~~ ~ ~;~~. ~ .~ " ~ ~"' ~A i~ ~ '-" 5 '~' ~ ~ F ~~ 4 ~: :v ~' "~ ._. ~~ ~ ~ ~~ ~~~' ~$ ~~, ~~. c; ~ ~~ . ~ ~~= w :~ .g ~` a ~` ~f~ .. w ~. _ ~ ~~` ~ ~~` ~ ~, . Q :9t. ~~ ~~ a. ~: ,~ ~r. ~ ~~. '3` '~~ .~ M ~~ s ~. e:~: ~ . ; ~~ ~. ~; ~x }j W hi i ~ ~~_ ~ ~ ~ ... '.~ .. ~ ~ ~, ~~.~ ~ k ~~ :~ . ~ o u ~ ~ ~ _ ~ ~ ~ ~ ~~ ~u ~ ~ ~ ~~ ~~ m ~ ~~ ~~ ~~~ a ~.. ~~` ~ ~~ NOTICE OF INHERITANCE TAX ~t'~11SJ~ V~~a APPRA,~ E,,`,~`~; ~'7~t0~ E OR DISALLOWANCE DEPARTMENT OF REVENUE BUREAU OF INDIVIDUAL TAXES - INHERITANCE TAX DIVISION OF ~g7~t~q.NS , , ASSESSMENT OF TAX REV-1547 EX AFP C12-09) PO fOX 250601 ``•,f ~ t r~, c WIRRIS6URG PA 1712s-0601 Z~~Q ~~~ .,~ P~ ~M ~ ATE 06-28-2010 STATE OF JONES HELEN M DATE OF DEATH 03-31-2004 ~~~~ ~ FILE NUMR.ER 21 04-0350 ~~~RI~AI~'S COURT COUNTY CUMBERLAND STANLEY A SMITH ESQ ~'UR~R~-~~ C~., FAA; ACN 101 PO BOX 1146 APPEAL DATE: 08-27-2010 NARR I SBURG PA 17108 (See reverse side wader Ofij~cctio~es) Amount Reaitted MAKE CHECK PAYA9LE AND REMIT PAYMENT T0: REGISTER OF WILLS 1 COURTHQUSE SQUARE CARLISLE PA 17013 CUT AL4N6 THIS LINE ~! RETAIN LOWER PORTIQN FOR YOUR RECORDS w w w r w w w w w a r w r w w r r r r w w w w w w w w.w • r w w w w w iw !~ w w rw r w r w w w w r w r r w w w r w w .~ w w r r r r w r w r w r w ww w r w w w w r w w r w r w r w r r REY-1547 EX AFP C12-09) NOTICE OF INHERITANCE TAX APPRf~ISRMENT, ALLO WANCE OR DISALLOWANCE OF DEDUCTIONS AND~ASSESSMENT Of TAX ESTATE • OF: JUNES HELEN MFILE N0.:21 04-0350 ACNr 101 DATE.: 06-28-010 TAX RETURN WAS: C)(?.ACCEPTED AS FILED C ) CHANGED APPRAISED VALUE OF RETURN BASED ON: SUPPLEMENTAL RETURN N0. O1 1. Real Estate (Schedule A) C1) .0 0 MOTE: To ensure proper C2) 5,4 68.E 7 credit to your account, 2. Stocks and Bonds (Schedule B) submit the upper portion 3. Closely Held Stock/Partnership Interest (Schedule C) C3) •Op of this form with your 4. Mortgages/Notes Receivable (Schedule D) t4) •0 0 tax payeent. 5. Cash/Dank Deposits/Misc. Personal Proporty (Schedule E) C5) 9,0 1 5.44 6. Jointly Owned Property (Schedule F) C6) .0 0 7. Transfers (Schedule G) C7) .0 0 e. Total Assets C8) 14,983.61 APPROVED DEDUCTIONS AND EXEMPTIONS: 9. Funeral Expenses/Adm. Costs/Misc. Expenses (Schedule H) t9) 9 7 2.00 10. Debts/Mortgage Liabilities/Liens (Schedule I) C10) .0 0 tll) 972. a0 11. Total Deductions 14, 011.6,1 12. Net Value of Tax Return C12) 13. Charitable/Governmental Bequests; Non-elected 9113 Trusts (Schedule J) t13) •0~0 14. Net Value of Estate Sub3ect to Tax C14) 438,487.57 NOTE: If an asssssaent was issued previously, lines 14, 15 and/or 16, 17, 18 and 19 will reflect fiaurss that include the total of ALL returns assessed to date. ASSESSMENT OF TAX: 00 00 0'0 15. Amount of Line 14 at Spousal rate C15) . X . 16. Amount of Line 14 taxable at Lineal/Class A rate C16) +~+g---~+g?-~7 X 045 s 19,~31~;94 17. Amount of Line 14 at Sibling rate t17) --DQ X 12 = .OIO 18. .Amount of Line 14 taxable at Collateral/Class B rate C18) .0 O X 1 5 = .0'0 19. Principal Tax Due t19 )= 19,731.94 Tax rocnr~rc. PAYMENT DATE RECEIPT NUMBER DISCOUNT C+) INTEREST/PEN PAID C-) AMOUNT PAID 06-25-2004 CD004094 552.63 10, 00.00 12-30-2004 CD004790 .00 21,436.17 12-02-2005 REFUND .00 13,387.38- 03-17-2010 CD012491 178.20- 837.88 TOTAL TAX PAYMENT 19,761.10 BALANCE OF TAX`DUE 29.16CR INTEREST AND PEN. .00 TOTAL DUE 29.16CR * IF PAID AFTER DATE INDICATED, SEE REVERSE IF TOTAL DUE IS REFLECTED AS A •'CREDIT" CCR), YOU MAY BEIDUE FOR CALCULATION OF ADDITIONAL INTEREST. A REFUND. SEE REVERSE SIDE OF THIS FORM FOR INSTRUCTIONS~G~``_ ^ BUREAU OF INDIVIDUAL TAXES '.,,-rr '.' `I`I~NL~ANCE TAX INHERITANCE TAX DIVISION •,;-•;'..;'STA'~'E~'~~W~ OF ACCOUNT PO BOX 280601 '";;~•`,~?,'„ i ~.~ r ~• HARRISBURG PA 17128-0601 ~OE~ ~~L 16 ~'~ ~ ~ 4d CLE~,K 4R~~~~' ~ ,ti;'~ti sG~ STANLEY A SMITH ESQ ~~~~~ ,~-r~' r~`~' ~ ~' -~ PO BOX 1146 HARRISBURG PA 17108 pennsylvania ~~ ~~~ DEPARTMENT OF REVENUE , REV-1607 EX AFP C12-09) DATE 07-12-2010 ESTATE OF JONES HELEN M DATE OF DEATH 03-31-2004 FILE NUMBER 21 04-0350 COUNTY CUMBERLAND ACN 101 Amount Remitted MAKE CHECK PAYABLE AND REMIT PAYMENT T0: REGISTER OF WILLS 1 COURTHOUSE SQUARE CARLISLE PA 17013 NDTE: To ensure proper credit to your account, submit the upper portion of this form with your tax payment. CUT ALONG THIS LINE ~ RETAIN LOWER PORTION FOR YOUR RECORDS _~ _ _ _ REV X1607 SEX AFP C12 09~~~~~~~ ~~*~ INHERITANCE TAX STATEMENT~OF ACCOUNT ~ *** ~~ ~~~~~ ~~~~~~ ~~~~~ ESTATE OF:JONES HELEN M FILE NO.: 21 04-0350 ACN: 101 DATE: 07-12-2010 THIS STATEMENT PROVIDES CURRENT STATUS OF THE STATED ACN IN THE NAMED ESTATE. BELOW IS A SUMMARY OF THE PRINCIPAL TAX DUE, APPLICATION OF ALL PAYMENTS, THE CURRENT BALANCE, AND, IF APPLICABLE, A PROJECTED INTEREST FIGURE. DATE OF LAST ASSESSMENT OR RECORD ADJUSTMENT: 06-21-2010 PRINCIPAL TAX DUE: 19,731.94 PAYMENTS CTAX CREDITS): PAYMENT RECEIPT DISCOUNT C+) AMOUNT PAID DATE NUMBER INTEREST/PEN PAID (-) *** SUMMARY OF ALL 005 PAYMENTS ~*~ 06-22-2010 552.63 .00 06-22-2010 178.20- 19,357.51 ~ TOTAL TAX PAYMENT 19,731.94 BALANCE OF TAX DUE .00 INTEREST AND PEN. .00 TOTAL DUE I .00 * IF PAID AFTER THIS DATE, SEE REVERSE SIDE FOR CALCULATION OF ADDITIONAL INTEREST. IF TOTAL DUE IS REFLECTED AS A "CREDIT" (CR), YOU MAY BE DUE A REFUND. SEE REVERSE SIDE OF THIS FORM FOR INSTRUCTIONS. 1~'L \yj~