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HomeMy WebLinkAbout04-0359NORTHWESTERN HUMAN SERVICES, a Pennsylvania nonprofit corporation, and HSC RESIDUARY CORPORATION, a Pennsylvania nonprofit corporation, successors by a Plan of Division of THE STEVENS CENTER, a Pennsylvania nonprofit corporation, AND : IN THE COURT OF COMMON PLEAS : OF CUMBERLAND COUNTY, : PENNSYLVANIA : ORPHANS' COURT DIVISION ·No. 3.5q PETITION CONFIRMING THE NON- DIVERSION OF CHARITABLE PROPERTY AND/OR TO APPROVE TRANSFER OF PROPERTY AND CHARITABLE USE OF NONPROFIT CORPORATION ASSETS PURSUANT TO AGREEMENT AND PLAN OF DIVISION, REORGANIZATION AND ACQUISITION NOW, thisZ~ ;a'y ~f to~, 2004, upon consideration of the anneXed P .e~ion, .a )Citation is awarded directed THE PENNSYLVANIA OFFICE OF ATTORNEY GENERJAL, CHARITABLE TRUSTS DIVISION to show cause, if ~y there may be, why the a~ached Petition Confiming the Non-Diversion of Ch~ble Prope~ ~d/or to Approve the Tr~sfer of Prope~ ~d Ch~itable Use of Nonprofit Co~oration Assets P~su~t to ~ Agreement ~d PI~ of Division, Reorg~ization ~d Acquisition in accord~ce Mth 20 Pa. C.S. ~ 711(21) ~d Chapter 59 of the Pe~sylv~ia Nonprofit Co~oration, should not be grated. Citationret~able~e /~ayo~2004, at /f~ o'clock~.m, in Co,room Nmber ~ , m which time this Co~ ~11 ~ccept testimony in suppo~ of the aforementioned Petition, Agreement ~d PI~ ~d the tr~sfers ~d uses contemplated thereby. BY THE COURT, fer, President Judge F :Files/Datafile/General/Archive/Doc03/7736.1-OrphansCourt. ldecree 711(21) of the Pennsylvania Probate, Estates and Fiduciary Code, (the "PEF Code"), 20 Pa. C.S.A. Sections 6110(a) and 711(21); and under Rule 2156 of the Pennsylvania Rules of Judicial Administration. 2. Pursuant to Section 726 of the PEF Code, 20 Pa. C.S.A. Section 726, venue of the within Petition is proper in Cumberland County, Pennsylvania where Petitioner's registered office and facilities are located. 3. Pursuant to the Pennsylvania Office of Attorney General's Review Protocol for Fundamental Change Transactions Affecting Healthcare Non-Profits, dated December 23, 1997, notice of the parties' intention to consummate the division, reorganization and acquisition, substantial additional information about the parties and the terms of the proposed arrangement, and notice of presentation of the Petition and the proceedings thereunder, were given to the Attorney General, as parens patriae for the Commonwealth of Pennsylvania. Proper notice of hearing was given to all other parties in interest as directed by this Court, and proofs of any necessary publication were filed of record in this proceeding. 4. Capitalized terms not defined in this Decree have the meanings assigned to them in the accompanying Petition. 5. Upon consideration of the within Petition, and the record presented at the hearing before this Court, this Court determines that the division, reorganization and transfer of assets to NHS as described in the Petition and the Agreement and Plan (the "Division" or "Plan of Division") is in the long-term best interests of Petitioner, its charitable purposes and the communities that it serves, given the commitment of NHS and New Corporation to continue to provide mental health care and related services, including indigent care services, and New Corporation's post-transaction activities which will ensure that the transfer of the charitable assets will not create an adverse effect on the availability and affordability of mental health care and related services to the community and will ensure that traditionally underserved populations in the community maintain appropriate access to mental health care. 6. This Court further concludes that because all of New Corporation' s post-transaction activities are authorized under New Corporation's articles of incorporation, the Plan of Division, and subsequent use of charitable assets by New Corporation as described in the Petition, will not and has not resulted in a 05/30/01/SL1 170380v2/02098.003 EXHIBIT E F:~lLES~DATAFILE\~.cur~773672-mg~t Create& 09/01/00 04:37:17 PM Revised: 09/26/00 01:53:24PM MANAGEMENT AGREEMENT THIS AGREEMENT, made this 1 sx day of SEPTEMBER, 2000, by and between NORTHWESTERN HUMAN SERVICES OF PENNSYLVANIA organized and existing as a Pennsylvania Nonprofit Corporation with an office located at 1320 Linglestown Road, Harrisburg, PA 17110, (hereinafter referred to as"NHS"), and the STEVENS CENTER organized and existing as a Pennsylvania Nonprofit Corporation with an office located at 33 State Avenue, Carlisle, PA 17013, (hereinafter referred to as "TSC"). RECITALS A. The STEVENS CENTER, hereinafter referred to as "TSC", is a Pennsylvania Nonprofit Corporation organized and existing under the laws of the Commonwealth of Pennsylvania, as amended. B. NORTHWESTERN HUMAN SERVICES OF PA., hereinafter referred to as "NHS", is a Pennsylvania Nonprofit Corporation organized and existing under the laws of the Commonwealth of Pennsylvania, whose charitable purpose is as follows: The corporation is incorporated under the Nonprofit Corporation Law of the Commonwealth of Pennsylvania exclusively for charitable, educational and scientific purposes xi,,ithin the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986. The corporation does not contemplate pecuniary gain or profit, incidental or otherwise. The corporation is formed to provide persons, primarily, but not exclusively, minors suffering from mental illness or retardation with mental health and related services designed to meet their physical, social and psychological needs and to promote their health, security, happiness and usefulness. C. TSC has experienced certain financial difficulties which make it unwise, if not impossible, for it to continue the operation of its program and day to day operations. D. On or about July 10, 2000, NHS has issued a non-binding Letter of Intent to acquire certain assets and certain permitted liabilities/encumbrances (the "LOI") which has been accepted and adopted by the Board of Trustees of TSC on or about July 20, 2000. E. Along with the LOI, NHS loaned to TSC that sum not to exceed Seventy Thousand ($70,000.00) Dollars which was evidenced by a Judgment Note executed by TSC on or about July 20, 2000 which was necessary for TSC to meet its payroll on July 15, 2000 for the payroll period covering June 15, 2000 to June 30, 2000. F. Since the execution of the LOI, NHS and TSC have been engaged in the due diligence process and the negotiation process with the County of Cumberland and certain creditors of TSC, including, without limitation, Keystone Bank and Harris Bank. G. Furthermore, since approximately July, 2000 NHS has been managing the day to day operation of TSC without compensation. H. Due to the compelling time constraints created by the continuing management of TSC by NHS and continuing payroll demands on TSC and the difficulty in concluding any form of an acquisition due to the present state of negotiations with Keystone Bank and the required approvals of the Orphans Court Division of the Common Pleas of Cumberland County and the Office of Attorney General of the Commonwealth of Pennsylvania, the Parties are desirous of entering into a 2 Management Agreement and Lease Agreement whereby NHS would take over the facilities, operations, programs and employees of TSC and operate the programs of TSC except as hereinafter provided. I. The Parties shall continue their due diligence and negotiation process toward a definitive acquisition agreement/plan of reorganization, to the extent that such can be achieved. However, neither party shall be bound to proceed with any further acquisition/reorganization until the execution of a definitive agreement/plan with respect to such. J. The Boards of Trustees of TSC and NHS have adopted resolutions approving this Management Agreement and the Lease Purchase Agreement at their meetings occurring on and July 27, 2000 respectively. NOW, TltEREFORE, in consideration of the mutual covenants, agreements, undertakings, representations, and warranties herein contained, and with the intention of being legally bound hereby, the Parties hereto agree as follows: 1. Incorporation of Recitals: The recitals as hereinabove set forth are incorporated into this Management Agreement ("Agreement") as though fully set forth herein. 2. Effective Date: The Effective Date of this Agreement shall be September 1, 2000. 3. Assignment of Contracts: Commencing with the start of business on the Effective Date, TSC shall assign to NHS all of its contracts with the County of Cumberland and other third parties which are specifically set forth in Exhibit "A" attached, ("County Contracts"). 3 4. Performance of Duties: Commencing with the start of business on the Effective Date, NHS shall assume and perform the duties and obligations of TSC provided in the County Contracts. 5. Invoicing: A) Commencing with the start of business on the Effective Date, NHS shall invoice and receive all payment from the County of Cumberland and other third parties pursuant to the County Contracts. For services provided prior to the Effective Date, such shall be invoiced in the name of TSC utilizing its provider numbers and other identifying characteristics and receipts therefrom shall be deposited in TSC accounts and be the property of TSC. For services provided on the Effective Date and subsequent thereto, such shall be invoiced in the name of NHS utilizing its provider numbers and other identifying characteristics and receipts therefrom shall be deposited in NHS accounts and be the property of NHS. B) In the case of any advance payments made by the County of Cumberland to TSC with respect to the County Contracts and/or from any other source, including, without limitation, the Commonwealth of Pennsylvania, which payment covers any services and/or period subsequent to the Effective Date, such sum shall be determined by allocation and TSC shall pay NHS such sum on a priority basis along with the sum of Seventy Thousand ($70,000.00) Dollars advanced by NHS as hereinabove referenced. 6. Accounts Receivable: Commencing with the start of business on the Effective Date, NHS shall collect the accounts receivable of TSC and deposit such in TSC accounts. NHS 4 shall utilize its reasonable efforts in this regard and shall not be required to institute litigation in its collection effort. 7. Accounts Payable: Commencing with and conditioned upon NHS (i) entering into contracts directly with Cumberland County for the carrying out of various program and services consistent with the charitable purposes of NHS and (ii) entering into a transaction with Keystone Bank effectively taking over TSC's debt obligations with Keystone Bank less the principle sum of $175,000.00 and (iii) entering into a reorganization acquisition transaction with TSC on terms and conditions mutually acceptable, NHS shall assume the obligations of TSC which are set forth on the Accounts Payable Aging Report as of September 30, 2000, plus the sum of $101,500.00 owed to Lee E. Cavanaugh, plus the sum of $70,000.00 owed to NHS, and that this payment of such does not violate any law, regulation or contract provision. 8. The Stevens Housing Corporation: TSC is the sole general partner of Louther Place, L.P. and a co-general partner of Silver Springs Courtyard, L.P. TSC shall remain in such capacities. NHS and TSC shall come to further agreement on a day to day basis how the duties and responsibilities of TSC as general partner in these limited partnerships shall be carried out. 9. Employees: Upon the Effective Date, the employees set forth on the Employees Schedule attached hereto and incorporated herein by reference shall resign from TSC and shall be employed by NHS on terms and conditions acceptable to both NHS and each employee. 10. Insurance: NHS and TSC shall maintain the levels, types, amounts and limits of insurance as is provided in their respective insurance certificates attached hereto as Exhibits C- 1 and C-2 respectively and shall name each other as an additional insured on said policies. 11. Trade Name: TSC herewith grants to NHS an exclusive license to the use of the name the "Stevens Center", the "Helen Stevens Center" and/or any other similar name as well as any names, logos, trade or service marks used by TSC. 12. Term: The term of this Agreement shall commence on the Effective Date and shall continue until the earlier of the (i) closing on an agreement of acquisition and/or plan of reorganization, (ii) the termination or expiration of the County Contracts, or (iii) six (6) months fi-om the Effective Date. 13. Contingency: This Agreement, and all conditions, covenants and obligations created hereunder, is expressly contingent upon the assignment of all existing Cumberland County contracts to NHS and Cumberland County's renewal or issuance of new contract to NHS for programs and services consistent with the charitable purpose of NHS. In the event Cumberland County does not issue new contracts to NHS, or renew existing contracts, NHS shall have the option of terminating this Agreement, in which case TSC and NHS shall be without further obligation to each other under this Management Agreement. 14. County Contracts: TSC herewith authorizes and directs NHS to enter into negotiations forthwith with the County of Cumberland in its own right to provide the services called for in the county contracts and to consummate such contracts. 15. Licenses: To the extent permitted by law, NHS shall operate prior to the Effective Date as an agent of TSC with respect to the licenses needed to operate TSC's day to day programs. Commencing with the Effective Date, licenses. NHS shall operate the programs pursuant to its 16. Independent Contractors: Except as provided herein to the contrary, the Parties hereto are independent contractors and are not partners, joint venturers, agents, servants and/or workmen of the other. 17. Successor: NHS is not and in no event shall it be considered, viewed or determined to be a successor corporation to TSC nor shall it be deemed liable for any successor liability of TSC. 18. Conditions of Agreement: This Agreement is conditioned upon the contemporaneous execution of a Lease Purchase Agreement by the parties with respect to 3 3 State Avenue, Carlisle, PA. 19. Further Assurances: The Parties shall at any time, from time to time, as and when requested by each other, or by the successors and assigns of either of them, execute and deliver, or cause to be executed and delivered in its name by any of its duly authorized officers, all such conveyances, assignments, transfers, deeds or other instruments, and shall take or cause to be taken such further or other action as either party or their successors and assigns of either, may deem necessary or desirable in order to carry out the purpose and intent of this Agreement. 7 20. Succession: All terms, covenants, representations, warranties and conditions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assigns. 21. Assignment: TSC shall not be permitted to assign its interest in this Agreement. 22. Notices: All notices, requests, waivers and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, given by prepaid telegram or mailed registered or certified first- class mail, postage prepaid, as follows: The STEVENS CENTER 33 State Avenue Carlisle, PA 17013 With copies to: With copies to: Benjamin T. Warner, Esquire Martson, Deardorff, Williams & Otto Ten High Street Carlisle, PA 17013 NORTltWESTERN HUMAN SERVICES OF PENNSYLVANIA 1320 Linglestown Road Second Floor Harrisburg, PA 17110 Joseph T. Kelley, Jr., Esquire Kelley & Murphy Suite 160, 925 Harvest Drive Blue Bell, PA 19422 23. Entire Understanding: This Agreement constitutes the entire agreement and supersedes all prior Agreements, both written and oral, among the Parties hereto with respect to the subject matter hereof. 24. Waivers: The failure of any party at any time or times to require performance of' anyprovision hereof shall in no manner affect its right at a later time to enforce the same. No waiver by any party of any condition or of any breach of any term, covenant, representation or warranty contained in this Agreement shall be effective in writing, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term, covenant, representation or warranty. 25. Counterparts: This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 26. Headings: The headings preceding the text of Sections of this Agreement are for convenience only and shall not be deemed part of this Agreement. 27. Applicable Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania. 9 IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date first above written. the STEVENS CENTER Attest: NORTHWESTERN HUMAN SERVICES Its: , , · F:,u~iL ES~DATAFiLE\Gendoc. curW7361 lea.2 7736.1 COMMERCIAL LEASE LEASE made this 1s' day of September, 2000, by and between STEVENS CENTER, INC., a Pennsylvania nonprofit corporation with an address of 33 State Avenue, Carlisle, Pennsylvania 17013 (hereinafter "Lessor"), and NORTHWESTERN HUMAN SERVICES OF PENNSYLVANIA, a Pennsylvania nonprofit corporation with an address of 1320 Linglestown Road, Harrisburg, Pennsylvania 17110 (hereinafter "Lessee"). 1. Premises: Lessors lease to Lessee and Lessee leases from Lessor those certain premises with improvements erected thereon located at 33 State Avenue, Carlisle, Pennsylvania 17013. As used herein, the term "Premises" shall mean the real property above described. 2. Term: The term of this Lease (hereinafter "Lease Term") shall be conditioned upon Lessee's execution of contracts with Cumberland County and shall coincide with said County contracts. 3. Rent: Annual rent for the term shall be $153,600.00, payable in equal installments of $12,800.00 in advance on the first day of each month for that month's rental during the term of this Lease. All rental payments shall be made to Lessor at the address specified above. A late charge of two and one-half percent (2 ½ %) shall be paid by Lessee for each month's installment not paid within five (15) days of the due date of such payment. Lessee's liability for rent and additional rent for the entire term hereof shall be absolute, regardless of any termination and subsequent reletting of the Premises by Lessor as a result of Lessee's default. 4. Additional Rent: All charges, costs and expenses that Lessee assumes or agrees to pay hereunder, together with all interest and penalties that may accrue thereon in the event of the failure of Lessee to pay those items, and all other damages, costs, expenses, and sums that Lessor may incur or that may become due by reason of any default of Lessee or failure by Lessee to comply with the terms and conditions of this Lease shall be deemed to be additional rent, and, in the event of nonpayment when due, Lessor shall have all the rights and remedies and Lessee all the obligations as herein provided for failure to pay rent. 5. Repairs and Maintenance: Lessee shall make all necessary interior repairs, in and about the Premises at its own expense, provided that Lessor, and not Lessee, shall be required to make any structural repairs. Lessee shall further use all reasonable precaution to prevent waste, damage or injury to the Premises and shall maintain the Premises in the same manner as prior to the term of the Lease, including removal of ice and snow from walks and driveways used as access to the Premises. 6. Taxes: Taxes assessed and levied against the Premises by any taxing authority shall be shared by the parties on a pro rata basis for the Lease Term. 7. Utilities and Services: All utility and service charges shall be shared by the parties on a pro rata basis for the Lease Term as the same become due. Such charges shall include, but not be limited to, electric, water, sewer, telephone and trash removal. 8. Insurance: A. Lessor shall carry fire and extended coverage insurance on the Premises in an amount sufficient to cover the improvements on the Premises. B. Lessee shall carry liability insurance, at its own expense, in at least the sum of One Million ($1,000,000.00) Dollars in case of injury or damage to one person and Three Million ($3,000,000.00) Dollars in case of injury or damage to more than one person in the same accident or occurrence. C. The parties waive their respective rights to subrogation. 9. Unlawful or Dangerous Activity: Lessee shall neither use nor occupy the Premises or any part thereof for any unlawful, disreputable or hazardous purpose nor operate or conduct its business in a manner constituting a nuisance of any kind. Lessee shall immediately, on discovery of any unlawful, disreputable or hazardous use, take all action necessary to halt such activity. 10. Environmental Compliance: A. Lessee shall not cause or permit any "Hazardous Substance" (as defined in 42 U.S.C.A. Section 9601 (14) (Supp. 1990) (as amended)) to be used, stored, or generated on the Premises, except as may be disclosed to Lessor. B. Lessee shall not cause or permit the Release (as defined in 42 U.S.C.A. Section 9601 (22) (as amended)) of any Hazardous Substance, contaminant, pollutant, or petroleum in, on, or under the Premises or into any ditch, conduit, stream, storm sewer, or sanitary sewer connected thereto or located thereon. C. Lessee shall fully and timely comply with all applicable federal, state, and local statutes and regulations relating to protection of the environment, including, without limitation, 42 U.S.C.A. Sections 6991-6991i and 35 P.S. Section 6021.101, et seq. D. Lessee shall indemnify and save harmless Lessor from and against any and all liabilities, damages, suits, penalties, judgments, and environmental cleanup, removal, response, assessment, or remediation cost arising from contamination of the Premises or Release of any Hazardous Substance, pollutant, contaminant or petroleum in, on, or under the Premises, but solely to the extent any release or contamination is caused by Lessee or through the negligence of a third-party allowed or permitted on the premises by Lessee. 11. Indemnity: Lessee shall indemnify Lessor against all expenses, liabilities, and claims of every kind, including reasonable counsel fees, by or on behalf of any person or entity arising out of either (1) a failure by Lessee to perform any of the terms or conditions of this Lease, and (2) any injury or damage happening on or about the Premises caused by the negligence and/or intentional wrong-doing of Lessee. 12. Default or Breach: After fifteen (15) days written notice with Lessee's right to cure, each of the following events shall constitute a default or breach of this Lease by Lessee: A. If Lessee shall fail to pay Lessor any rent or additional rent when the same shall become due and shall not make the payment within fifteen (15) days of such due date. B. If Lessee shall fail to perform or comply with any of the conditions of this Lease and if the nonperformance shall continue for a period of thirty (30) days alter notice thereof by Lessor to Lessee or, if the performance cannot be reasonably had within the thirty (30) days period, Lessee shall not in good faith have commenced performance within the thirty (30) day period and shall not diligently proceed to completion of performance. C. If Lessee shah vacate or abandon the Premises and discontinue or fail timely to remit rental payments. D. If this Lease or the estate of Lessee hereunder shall be transferred to or shall pass to or devolve on any other person or party, except in the manner herein permitted. E. If Lessee fails to take possession of the Premises on the term commencement date, or within twenty (20) days after notice that the demised Premises are available for occupancy, if the term commencement date is not fixed herein or shall be deferred as herein provided. 13. Effect of Default: In the event of any default hereunder, as set forth in paragraph 12, the rights of Lessor shall be as follows: A. Lessor shall have the right to cancel and terminate this Lease, as well as all of the right, title and interest of Lessee hereunder, by giving the Lessee not less than thirty (30) days notice of the cancellation and termination. On expiration of the time fixed in the notice, this Lease and the right, title and interest of Lessee hereunder, shall terminate in the same manner and with the same force and effect, except as to Lessee's liability for rent and additional rent over the balance of the original term, as if the date fixed in the notice of cancellation and termination were the end of the term herein originally determined. On termination Lessor may recover from Lessee all damages proximately resulting from the breach, including the cost of recovering the Premises and the rent and additional rent for the balance of this Lease for the remainder of the original Lease term as if the same had not been terminated by reason of such default, which sum shall be immediately due Lessor from Lessee. B. Lessor may elect, but shall not be obligated, to make any payment required of Lessee herein or comply with any term or condition required hereby to be performed by Lessee, and Lessor shall have the right to enter the Premises for the purpose of correcting or remedying any such default and to remain until the default has been corrected or remedied, but any expenditure for the correction by Lessor shall not be deemed to waive or release the default of Lessee or the right of Lessor to take any action as may be otherwise permissible hereunder in the case of any default. C. Lessor may reenter the Premises immediately and remove the property and personnel of Lessee and store the property in a public warehouse or at a place selected by Lessor, at the expense of Lessee, but only in the event the Premises have been abandoned through the process of law. After reentry, Lessor may terminate the Lease on giving thirty (30) days' written notice of termination of Lessee. Without the notice, re-entry will not terminate the Lease. On termination Lessor may recover from Lessee all damages proximately resulting from the breach, including the cost of recovering the Premises and the rent and additional rent for the balance of this Lease for the remainder of the original Lease term as if the same had not been terminated by reason of such default, which sum shall be immediately due Lessor from Lessee. This entire paragraph C shall be limited to the event of abandonment of the premises through process of law. D. At~er reentry, Lessor may relet the Premises or any part thereof for any term at the rent and on the terms as Lessor may choose. Lessor may make alterations and repairs to the Premises. The duties and liabilities of the parties if the Premises are relet as provided herein shall be as follows: In addition to Lessee's liability to Lessor for breach of the Lease, Lessee shall be liable for all expenses of the reletting, for the alterations and repairs made, and for the rent and additional rent for the original term under this Lease as if the same had not been terminated by reason of Lessee's default. 14. Access to Premises: Af[er reasonable notice of not less than 24 hours, except in the case of emergency, Lessee shall permit Lessor or his agents to enter the Premises at all reasonable hours to inspect the Premises or make repairs that Lessee may neglect or refuse to make in accordance with the provisions of this lease, and also to show the Premises to prospective buyers or tenants. 15. Easements, Agreements or Encumbrances: The parties shall be bound by all existing easements, agreements, and encumbrances of record relating to the Premises, and Lessor shall not be liable to Lessee for any damages resulting from any action taken by a holder oran interest pursuant to the rights of that holder thereunder. 16. Quiet Eniovment: Lessor warrants that Lessee shall be granted peaceful and quiet enjoyment of the Premises flee from any eviction or interference by Lessor if Lessee pays the rent and other charges provided herein, and otherwise fully and punctually performs the terms and conditions imposed on Lessee. 17. Liability of Lessor: Lessee shall be in exclusive control and possession of the demised Premises, and Lessor shall not be liable for any injury or damages to any property or to any person on or about the demised Premises nor for any injury or damage to any property of Lessee. The provisions herein permitted Lessor to enter and inspect the Premises are made to insure that Lessee is in compliance with the terms and conditions hereof and make repairs that Lessee has failed to make. Lessor shall not be liable to Lessee for any entry on the Premises for inspection purposes. Lessee's liability hereunder is limited to the extent damage is caused by its. negligence or intentional wrongdoing. 18. Rent Abatement: No abatement, diminution, or reduction in rent shall be claimed or allowed to Lessee or any person claiming under him under any circumstances, whether for inconvenience, discomfort, interruption of business or otherwise, arising from the making of alterations, improvements, or repairs to the Premises, because of any governmental laws or arising from and during the restoration of the Premises after the destruction or damage thereof by fire or other cause or the taking or condemnation of a portion only of the Premises. 19. Representations by Lessor: At the commencement of the term Lessee shall accept the Premises in its existing condition and state of repair, and Lessee agrees that no representations, statements, or warranties, express or implied, have been made by or on behalf of Lessor in respect thereto except as contained in the provisions of this Lease, and Lessor shall in no event be liable for any latent defects. 20. Waivers: The failure of Lessor to insist on a strict performance of any of the terms and conditions hereof shall be deemed a waiver of the rights or remedies that Lessor may have regarding that specific instance only, and shall not be deemed a waiver of any subsequent breach or default in any terms and conditions. 21. Notice: All notices to be given with respect to this Lease shall be in writing. Each notice shall be sent by registered or certified mail, postage prepaid and return receipt requested, to Lessor and Lessee at the addresses set forth herein. Every notice shall be deemed to have been given at the time it shall be deposited in the United States mails in the manner prescribed herein. Nothing contained herein shall be construed to preclude personal service of any notice in the manner prescribed for personal service of a summons or other legal process. 22. Assignment, Mortgage, or Sublease: Neither Lessee nor its successors or assigns shall assign, mortgage, pledge, or encumber this Lease or sublet the Premises in whole or in part, or permit the Premises to be used or occupied by others, nor shall this Lease be assigned or transferred by operation of law, without the prior consent in writing of Lessor in each instance, which consent shall not be unreasonably withheld conditioned or delayed. If this Lease is assigned or transferred, or if all or any part of the Premises is sublet or occupied by anybody other than Lessee, Lessors may, after default by Lessee, collect rent from the assignee, transferee, subtenant, or occupant, and apply the net amount collected to the rent reserved herein, but no such assignment, subletting, occupancy, or collection shall be deemed a waiver of any agreement or condition hereof, or the acceptance of the assignee, transferee, subtenant, or occupant as Lessee. Lessee shall continue to be liable hereunder in accordance with the terms and conditions of this Lease and shall not be released from the performance of the terms and conditions hereof. The consent by Lessor to an assignment, mortgage, pledge, or transfer shall not be construed to relieve Lessee from obtaining the express written consent of Lessor to any future transfer of interest. This section 22 shall not apply to an assignment, mortgage or sublease from Lessee to a parent, subsidiary and/or related corporation. 23. Surrender of Possession: Lessee shall, on the last day of the term, or on earlier termination of the Lease, peaceably and quietly surrender and deliver the Premises to Lessor free of subtenancies, including all buildings, additions, and improvements constructed or placed thereon by Lessee, except moveable trade fixtures, all in good condition and repair. Any trade fmtures or personal property not used in connection with the operation of the Premises and belonging to Lessee, if not removed at the termination or default, and if Lessor shall so elect, shall be deemed abandoned and become the property of Lessor without any payment or offset therefor. Lessor may remove such fixtures or property from the Premises and store them at the risk and expense of Lessee if Lessor shall not so elect. Lessee shall repair and restore all damage to the demised Premises caused by the removal of equipment, trade fixtures, and personal property. 24. Remedies of Lessor: A. In the event of a breach by Lessee of any of the terms or conditions hereof, Lessor shall have the right of injunction to restrain Lessee and the right to invoke any remedy allowed by law or in equity, as if the specific remedies of indemnity or reimbursement were not provided herein. B. The rights and remedies given to Lessor in this Lease are distinct, separate and cumulative, and no one of them, whether or not exercised by Lessor, shall be deemed to be in exclusion of any of the others herein, by law, or by equity provided. IN WITNESS WHEREOF, the parties set their respective hands and seals hereto, intending to be legally bound hereby. ATTEST: Lessor: STEVENS CENTER, INC. ATTEST: Lessee: NORTHWESTERN HUMAN SERVICES OF PENNSYLVANIA EXHIBIT F 990 'Organization Exempt Fron icome Tax I 8 Form ' Under section 501(c) of the Internal Revenue Code (except black lung benefit trust or I private foundation) or se=tion 4947(a)(1) nonexempt charitable trust D~t of ~e T~u~ This Form is Open In~el R~mue ~im Note: The organization may have to use a copy of this return to satis~ state reposing requirements, to Public Inspection A For the1998 calendar year, OR tax year period beginning 7/ 1 ,1998, andending 6/30 ,1999 pmas. C Name of organization D Employer identification number use IRS abel or ~.ntor THE STEVENS CENTER 23-1401568 .~' Number and street (or P.O. box if mail is not delivered to street address) J Room/suite E Telephone number s~,c33 STATE AVENUEI (717)243-6033 Instruc- eons. City or town, state or country, and ZIP+4 F Check · ~ if exemption CARL ISLE, PA 17 013 application is pending B c~..~ i~. '-~Change [----]Initial [----]Final [ ~-]Amendec tatum G Type of organization --~ I X I Exempt under 501(c) ( 3 )~ (insert number) OR · I I section 4947(a)(1) nonexempt charitable trust Note: Section 501 (c)(3) exempt organizations and 4947(a)(1) nonexempt charitable trusts MUST attach a completed Schedule A (Form 990). H(a) Is this a group retum filed for affiliates? .................................... I J Yes L_~ NoI I If either box in H is checked 'Yes,' enter four-digit group (b) If 'Yes,' enter the number of affiliates for which this I exemption number (GEN) · retum is filed: ............................................................ · J Accounting method: ~ Cash ~ Accrual (C) Is this a separate return filed by an organization covered by a ~[Foup ruling? ~ Yes I-~ -~o I----] Other (specify) · K Check hem · I Jif the organization's gross receipts are normally not more than $25,000. The organization need not file a return with the IRS; but if it received a Form 990 Package in the mail, Jt should file a retum without financial data. Some states require a complete return. Note: Form 990-EZ may be used by organizations with gross receipts less than $100,000 and total assets less than $250,000 at end of year. Iii~ ~i[il Revenue, Expenses, and Changes in Net Assets or Fund Balances I Contributions, gifts, grants, and similar amounts received: a Direct public support .............................................................................. la 2 4,2 6 8. b Indirect public support ........................................................................... lb 1 1 4,5 3 7. c Govemment contributions (grants) ............................................................ lc d Total (add lines la through lc)(attach schedule of contributors) STMT 1 (cash $ 138,805. noncash $ ) .......................................... ld 138,805. 2 Program service revenue including government fees and contracts (from Part VII, line 93) .................................... 2 4,0 3 8,7 2 0. 3 Membership dues and assessments .............................................................. 3 4 Interest on savings and temporary cash investments .................................................................................... 4 3,2 5 9. 5 Dividends and interest from securities ................................................................... : ............... .........~ ...... b Less: rental e)~l~'~'~e'~ .................................................. 6b ::::::::::::::::::::::::::: .................... ~ c Net rental income or (loss) (subtract line 6b from line Ga) .............................................................................. 6c ~ 7 Other investment income (describe · ) 7 >e 8 a Gross amount from sale of assets other (A) Securities (B) Other ~ than inventory ................................................ 8a b Less: cost or other basis and sales expenses ......... 8b c Gain or (loss)(attach schedule) ........................... 8c d Net gain or (loss) (combine line 8c, columns (A) and (B)) .............................................................................. 8d 9 Special events and activities (attach schedule): a Gross revenue (not including $ O. of contributions reported on line la) ................................................................................. I 9, I 25,041. b Less:direct expenses other than fundraisJno expenses .................................... I gbI C Net income or (loss)from special events (subtract fine 9b from line 9a) ............ S..E..E......S.T..A..~.E..M..E.[~T.....2. .... 9c 25,0 4 1. 10 a Gross sales of inventory, less returns and allowances .................................... b Less:cost ofgoods sold ........................................................................... I lOb I c Gross profit or (loss) from sales of inventory (attach schedule) (subtract line lOb from line lOa) .............................. 10c 11 Other revenue (from Part VII, line 103) ......................................................................................................... 11 12 Total revenue (add lines lC, 2, 3, 4, 5, 6c, 7, 8d, 9c, 10c, and 11) ..................................................................... 12 4,205,825. 13 Program services (from line 44, column (B)) ................................................................................................ 13 3,987,718. ~e 14 Management and general (from line 44, column (C)) .................................................................................... 14 6 1 7 r 35 1 o ~ 15 Fundraising (from line 44, column (D)) 15 ,,x, 16 Payments to affiliates (attach schedule) ...................................................................................................... 16 17 Total expenses (add lines 16 and 44, column (A)) ....................................................................................... 17 ~, 6 0 5 r 0 6 9. 18 Excess or (deficit) for the year (subtract line 17 from line 12) 18 <399,244 .> :~ lg Net assets or fund balances at beginning of year (from line 73, column (A)) ......................................................... 19 5 4 5,6 6 2. 20 Other changes in net assets or fund balances (attach explanation) ..................... S..E..E...._S.?.A..T..E.~E.N-..~.....3. .... 20 < 4 0 4 . 21 Net assets or fund balances at end of year (combine lines 18, 19, and 20) ......................................................... 21 1 4 6,0 1 4. LHA For Paperwork Reduction Act Notice, see page I of the separate instructions. Form 990 (1998) 823001 12-11-98 1 Formg. 90¢99a) THE S' 'ENS CENTER 23-1401568 Page2 Statement of ,,., organizations must complete column (A). Columns (B), (Ct .... d (D) are required for section 501(c)(3) and Functional Expenses and section 4947(a)(1) nonexempt charitable trusts but optional for others. Do not include amounts reported on line :~:~:~:~:~' 6b, 8b, 9b, lOb, or 16 of Part I. iiiiiiiiiiii (A) Total (B) Program (C) Management (D) Fundraising i~i~i~i~i~i~ services and general 25 Compensation of officers, directors, etc ............. 25 19 4,6 0 6. 0. 19 4,6 0 6. 0. 26 Other salaries and wages ................................. 26 2,740,438. 2,478,098. 262,340. 27 Pension plan contributions .............................. 27 28 Other employee benefits ................................. 28 16 1,7 4 8. 1 3 1,7 9 8. 2 9,9 5 0. 29 Payr011taxes ................................................ 29 245,257. 208,199. 37,058. 30 Professional fundraising fees ........................... 30 31 Accounting fees .......................................... 31 32 Legal fees ................................................... 32 33 Supplies ...................................................... 33 38,165. 31,704. 6,461. 34 Telephone ................................................... 34 5 2,8 5 6. 4 3,9 0 8. 8,9 4 8. 35 Postage and shipping .................................... 35 36 Occupancy ................................................... 36 217,829. 203,431. 14,398. 37 Equipment rental and maintenance .................. J 37 4 2,4 2 2 .. 3 5,2 4 0 · 7, 1 8 2 .~ 38 Pdnting and publications .............................. 138 4,6 81. 3,8 8 8. 7 9 3 .I 39 Travel ......................................................... ;3g 46,952. 39,003. 7,949. 40 Conferences. conventions, and meetings ............ 40 41 Interest ...................................................... 41 30,606 · 25,425 · 5,181. 42 Depreciation. depletion, etc. (attach schedule) ... 42 7 2,4 8 0. 6 0,2 10. 12,2 7 0. 43 Otherexpenses (itemize): a 43a b 431] c 43c d 43d e SEE STATEMENT 4 43e 757,029. 726,814. 30,215. 44 Total functional expeflses (add lines 22 through 43) OrGanizations completing columns (B)-(D), carry these totals to ,nes 13-15 .......................................... 44 4,605,069. 3,987,718. 617,351. 0. Reporting of Joint Costs. - Did you report in column (B) (Program services) any joint costs from a combined educational campaign and fundraising solicitation? ................................................................................................................................................... ~' [~1 Yes ~ No If 'Yes." enter (I) the aggregate amount of these joint costs $ · (ii) the amount allocated to Program services $ ' (iii) the amount allocated to ManaQement and Qeneral $ ; and (iv) the amount allocated to FundraisinQ $ lii~ii~illI Statement of Program Service Accomplishments What is the organization's primary exempt purpose? I~ SEE STATEMENT 5 All organizations must ctescribe their exempt purpose achievements in a clear and concise manner. State the number of clients serve:l, publications issued, etc. Discuss achievements that am not measurable. (Section 501(c)(3) and (4) organizations and 4947(a)(1) nonexempt charitable trusts must also enter the amount of grants and allocations to others.) a MENTAL HEALTH TREATMENT/COUNSELING. THE CENTER IS A PROVIDER OF MENTAL HEALTH SERVICES WHICH INCLUDE CASE MGMT, OUTPATIENT PSYCHOTHERAPY, CRISIS INTERVENTION, PARTIAL HOSPITAL SERVICES AND REHAB (Grantsandallocations$ b DRUG/ALCOHOL TREATMENT AND COUNSELING. COUNSELORS ASSIST FAMILIES AND INDIVIDUALS TO OVERCOME AND CONTROL PROBLEMS ASSOCIATED WITH THE ABUSE OF DRUGS AND ALCOHOL. (Grantsandallocations$ c EPSDT PROGRAM. PROVIDES EARLY DIAGNOSTIC INTERVENTION FOR CHILDREN. Program Service t:xponses (Required for 501(c)(3) and (4) orgs., and 4947(aX1) trusts; but optional for others.) 2,507,448. NON-COUNTY. FOR COUNTY FUNDING. 131,610. (Grants and allocations $ 9 0 6,0 5 2. OUTPATIENT TREATMENT FOR THOSE NOT ELIGIBLE (Grants and allocations $ e Other program services (attach schedule) (Grants and allocations f Total of Program Service Expenses (should equal line 44, column (BI, Pro~lram services) ...................................................... 823Oll 2 12-11-98 442,608. 3,987,718. Fo'~n.990(~998) THE S? 'ENS CENTER 23-1401568 Page3 Balance Sheets Note: Where required, attached schedules and amounts within the description column should be (A) (B) for end-of-year amounts only. Beginning of year End of year 45 Cash - non-interest-bearing .............................................................................. 475. 45 5 5 5. 46 Savings and temporary cash investments ............................................................ 76,867. 4S 15,993. 47 a Accounts receivable 47a 9 3 8,0 2 7 h Less: allowance for doubtful accounts .................. 47b 9 8 0,16 0. 47c 9 3 8,0 2 7. :::::::::::::::::::: :~:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:i:!:i:i:i:i:i:!:!:i:i:i:i:i:i:i:i:i:i:~:i:i:i:~:i:i:i:i:i:i:i :::::::::::::::::::: 48 a Pledges receivable .......................................... 48a 10 3,4 5 6. b Less: allowance for doubtful accounts .................. 48b 96,938. 48c 103,456. 49 Grants receivable ............................................................................................. 49 50 Receivables from officers, directors, trustees, and key employees (attach schedule) ...................................................................................................... 50 ~ , 51 a Other notes and loans receivable ........................ 51a ~ b Less: allowance for doubtful accounts .................. 51b 51c 52 Inventories for sale or use ................................................................................. 52 53 Prepaid expenses and deferred charges ............................................................... 1 1,5 1 4. 53 54 Investments-securities (attach schedule) ......... ~?.~....~ .................................. 8,096. 54 1,055. 55 a Investments-land, buildings, and i!iiiiiiiiiiiiiiiiiii?i equipment: basis ............................................. 55a :::::::::::::::::::::::::::::::::::::::: b Less: accumulated depreciation (attach schedule) ......................................................55b 55c 56 Investments - other 56 57a Land, buildings, and equipme~ii'~;~'i; ....................... $'~; .......... ~*;'~'~'~'~'~*~'~'. · t57bl 867,552. ' ................... b Less: accumulated depreciation ~'~'~f~**":~ 1,4 4 1,9 8 0. 57c 1,3 7 8,5 7 0. 58 Other assets (describe ~ SEE STATEMENT 8 .) 60,050. 58 57,173. 59 Total assets (add lines 45through 58) (must equal line 74) ....................................... 2,676,080. 59 2,494,829. 60 Accounts payableand accmed expenses ............................................................... 555,355. 60 690,418. 61 Grants payable ................................................................................................ 61 ~ 62 Deferred revenue ............................................................................................. 62 63 Loans from officers, directors, trustees, and key employees .................................... 63 _m 64 a Tax-exempt bond liabilities 64a b Mortgages and other notes payable .................. .S.~.M..T.....9. .......... .S..T.M..r~....!..O. .... 1,5 7 5,0 6 3. 64b 1,6 5 8,3 9 7 65 Other liabilities (describe · ) 65 66 Total liabilities (add lines 60throu.qh 65) ............................................................2, 130,418. 66 2, 348,815. Organizations that follow SFAS 117, check here · I X I and complete lines 67 through 69 and lines 73 and 74 ue 67 Unrestricted ................................................................................................... 4 0 8,6 7 2. 67 2,9 9 1. _m= 68 Temporarily restricted ....................................................................................... 1 3 0,5 0 7. 68 1 3 6,9 4 4. mm 69 Permanently restricted ....................................................................................... 6,4 8 3. 69 6,0 7 9. '~ Organizations that do not follow SFAS 117. check here · [---] and complete lines " 70 through 74 ~ 70 Capital stock, trust principal, or current funds ......................................................... 70 ~ 71 Paid-in or capital surplus, or land, building, and equipment fund ................................. 71 < , 72 Retained earnings, endowment, accumulated income, or other funds ........................... 72 ~, 73 Total net assets or fund balances (add lines 67 through 69 OR lines 70 through 72; column (A) must equal line19 and column (B) must equal line 21) ........................... 545r662. 73 146,014. 74 Total liabilities and net assets / fund balances (add lines 66 and 73) ..................... 2,676,080. 74 2,494,829. Form 990 is available for public inspection and. for some people, serves as the primary or sole source of information about a particular organization. How the public ' ~ perceives an organization in such cases may be determined by the information presented on its return. Therefore. please make sure the return is complete and accurate and fully describes, in Part III, the organization's programs and accomplishments. 8FJ021 12-11-98 3 F~rm. ggoi!998) THE S 'YENS CENTER 23-1401568 Pa~e4 I:~:i~ii[~iil' Reconciliation of Revenue per Audited i~!ii~Biiil Recon~,liation of Expenses per Audited Financial Statements with Revenue per Financial Statements With Expenses per Return Return a Total revenue, gains, and other support :::::::: ~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~: a Total expenses and losses per :~:~:~:: :~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~ per audited financial statements .................. · a 4,2 0 5,4 2 1. audited financial statements ..................... · a 4,6 0 5,0 6 9. b Amounts included on line a but not on ....................................................................................... b Amounts included on line a hut not on line 17, Form 990: ........................................................................................ line 12, Form 990: (1) Donated services ::::::i::::i: ::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: on investments ...... $ (4 0 4 .. i (2) Prior year adjustments :::::::: :::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: and use of facilities... $ ?:!!?:i:: ::::::::::::::::::::::::::::::::::::::::::::::::::?:::::::?:?:::::::::::?::::::::::?:::::::::::::::?:::i::::::::::::::: Form 990 ............... $ (3) Recoveries of prior ~i~ (3) Losses reported on iiiiiiii~ ~;;~;~;~;~;~ year grants ............ $ line 20, Form 990 ... $ ....,...,............,......,....,................................................... i~i~!ii~ (4) Other (specify)' $ ?iii (4) Other (specify): $ ......................................................................................... iiiiii Add amounts on lines (1) through(4) ......... · b <404 .> Add amounts on lines (1) through (4) · b I: Line a minuslineb ·11: 4,205,825 c Line a minus line b ·' 605 069 ................................. · ................................. c 4, , . d Amounts included on line 12. Form ~ ................................................... d Amounts included on line 17. Form ,,0 not on ,: (1) Investment expenses (1) Investment expenses not included on not included on ::::::::: :::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: line 6b. Form 990 ... $ line 6b. Form 990 ... $ i::::i::::!:: :::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: · ......... ,.......-....-,.......,.,.............,,...............-.......-.............,. ..ii;~!ii $ :i::?.:::.ii ::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: $ ~::~i~ ~!~i~i.i.i.i.i.i.i.i.i.i.i.i.i.l.i.i!iii~ i i i i iii:::: ::.::.::.i,i.::.i Add amounts on lines (1) and(2) ............... · d Add amounts on lines (1) and(2) ............... · d e Total revenue per line 12, Form 990 e Total expenses per line 17, Form 990 (linecpluslined) .................................... · e 4,205,825. (linecpluslined) .................................... · e 4,605,069. List of Officers, Directors, Trustees, and Key Employees (List each one even if not compensated.) (B) Title and average hours (C) Compensation (D)contriuutiofls to (E) Expense. ' ePnployee benefit account ano (A) Name and address per week devoted to (il not p.~!~, enter pmns & defenee position_. compensation other allowance., LAWRENCE C. HABER PRES/CEO MECHANICSBURG, PA 10 HRS 86,476. 0. 0. JENNIFER STEIGELMAN VP OF FINANCE MECHANICSBURG, PA l0 HRS 46,639. 0. 0. PAUL HARIG VP OF OPERATIONS CARLISLE, PA 40 HRS 61,491. 0. 0. SEE ATTACHED LIST OF BOARD MEMBERS PART TIME 0. 0. 0. 75 Did any officer, director, trustee, or key employee receive aggregate compensation of more than $100,000 from your organization and all related or~lanizations, of which more than $10,000 was provided by the related organizations? If 'Yes,' attach schedule. · ~ Yes ~ No STATEMENT 1 1 Fornt990(1998) THE SC ENS CENTER 23-1401568 Page5 Other Information Yes No 76 77 78 a b 79 80 a b 81 a b 82a b 83a b 84a b 85 b % c f g h 86 b 87 b 88 89 a b c d 90 a b Did the organization engage in any activity not previously reported to the IRS? If 'Yes,' attach a detailed description of each activity ............ X Were any changes made in the organizing or goveming documents but not reported to the IRS? ............................................................ X If 'Yes,' attach a conformed copy of the changes. Did the organization have unrelated business gross income of $1,000 or more during the year covered by this return? .............................. X If 'Yes,' has it filed a tax return on Form gg0-T for this year? ...................................................................................... .N../..~ ......... Was there a liquidation, dissolution, termination, or substantial contraction dudng the year? ............................................................... X If 'Yes,' attach a statement; Is the organization related (other than by association with a statewide or nationwide organization) through common membership, governing bodies, trustees, officers, etc., to any other exempt or nonexempt organization? .................................................................. If 'Yes,' enter the nameofthe organization · STEVENS HOUSING CORPORATION and check whether it is ~ exempt OR [~1 nonexempt. Enter the amount of political expenditures, direct or indirect, as described in the instructions for line 81 ............................................................................................................ I 81a I 0 Did the organization file Form 1120-POL for this year? - X Did the organization receive donated services or the use of materials, equipment, or facilities at no charge or at substantially less than fair rental value? X If "Yes," you may indicate the value of these items here. Do not include this amount as revenue in Part I or as an expense in Part II. (See instructions for reporting in Part III) ......................................................... I 82b I N/A Did the organization comply with the public inspection requirements for retums and exemption applications? .......................................... Did the organization comply with the disclosure requirements relating to quid pro quo contributions? ................................................... Did the organization solicit any contributions or gifts that were not tax deductible? .............................................................................. X If 'Yes,' did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible? .................................................................................................................................................. .N../...A. ......... 501(c)(4), (5), or (6) organizations. - a Were substantially all dues nondeductible by members? ......................................... .N.../..A.. ......... Did the organization make only in-house lobbying expenditures of $2,000 or less? ........................................................... .N.../..A.. ......... If 'Yes" was answered to either 85a or 85b, do not complete 85c through 85h below unless the organization received a waiver for proxy tax owed for the pdor year. Dues, assessments, and similar amounts from members ............................................................... 85c N/A Section 162(e) lobbying and political expenditures ..................................................................... 85d Aggregate nondeductible amount of section 6033(e)(1)(A) dues notices ..........................................85e Taxable amount of lobbying and political expenditures (line 85d less 85e) ....................................... 85f Does the organization elect to pay the section 6033(e) tax on the amount in 85f? .............................................................................. If section 6033(e)(1)(A) dues notice were sent, does the organization agree to add the amount in 851 to its reasonable estimate of dues allocable to nondeductible lobbying and political expenditures for the following tax year? .................................................. .N.../..A.. ......... 501(c)(7) organizations. - Enter: Initiation fees and capital contributions included on line 12 ............................................................ 86a I N/A Gross receipts, included on line 12, for public use of club facilities ................................................... 86bJ N/A 501(c)(12) organizations. - Enter: a Gross income from members or shareholders ........................... 87a Gross income from other sources. (DO not net amounts due or paid to other sources against amounts due or received from them.) .............................................................................. 87b N/A At any time during the year, did the organization own a 50% or greater interest in a taxable corporation or partnership? If'Yes,' complete Part IX ......................................................................................................................................................... X 501(c)(3) organizations. - Enter: Amount of tax imposed dudng the year under: section 4911 )' 0. ;section 4912 · 0.; section 4955 · 0. 501(c)(3) and 501(c)(4) organizations. - Did the organization engage in any section 4958 excess benefit transaction during the year? If'Yes," attach a statement explaining each transaction ........................................................................... X Enter: Amount of tax imposed on the organization managers or disqualified persons during the year under sections 4912, 4955, and 4958 ................................................................................................................................. · 0. Enter: Amount of tax in 89c, above, reimbursed by the organization ................................................................................. · 0. List the states with which a copy of this return is filed · PENNSYT,VANIA Number of employees employed in the pay period that includes March 12, 1998 ................................ ; ................................................ ~90bl ]. 3 7 91 The books are in care of · TAXPAYER Telephone no. · 7 1 7--2 4 3--6 0 3 3 Locatedat · 33 STATE AVENUE, CARLISLE, PA ZiP +4 · 17013 92 Section 4947(a)(1 ) nonexempt charitable trusts filing Form 990 in lieu of Form 1041 .- Check here ..................................................................... and enter the amount of tax-exempt interest received or accrued during the tax year .......................................... · I 92 I N/A 823041 5 12-11-98 Form990(1998) THE S YENS CENTER I?::~P~ii~ii~:iiil Analysis of Income-Producing Activities Enter gross amounts unless otherwise indicated. g3 Program service revenue: (a)MENTAL HEALTH AND (h)DRUG AND ALCOHOL PROG. (c) (d) (f) Medicare/Medicaid payments .............................. (g) Fees and contracts from government agencies ...... 94 Membership dues and assessments 95 Interest on savings and temporary cash investments 96 Dividends and interest from securities 97 Net rental income or (loss) from real estate: (a) debt-financed property .................................... (b) not debt-financed property ................................. 98 Net rental income or (loss) from personal property 99 Other investment income 100 Gain or (loss) from sales of assets other than inventory ............................................. 101 Net income or (loss) from special events 102 Gross profit or (loss) from sales of inventory ............ 103 Other revenue: b d e 104 Subtotal (add columns (B), (D), and (E)) .................. 23-1401568 Page6 Unrelated business income Excluded by section 512, 513, or514 (E) (A) (B) (C) (D) Related or exempt Exclu- Business Amount sion Amount function income code 2,246,858. 1,791,862. 14' 3,259 . 01 25,041 . iiiiliiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii O. i ii!=:iiii::?:i 2 8,3 0 0. 4,0 3 8,7 2 0. 105 TOTAL (add line 104, columns (B), (D), and (E)) ............................................................................................................ · Note: (Line 105 plus line ld, Part I, should equal the amount on line 12, Part I.) l!i~ii~iii~iI Relationship of Activities to the Accomplishment of Exempt Purposes 4,067,020. Line No. Explain how each activity for which income is reported in column (E) of Part VII contributed importantly to the accomplishment of the organization's · exempt purposes (other than by providing funds for such purposes). ALL REVENUE RELATED TO PROVIDING MENTAL HEALTH AND RELATED SERVICES WHICH IS THE ORGANIZATIONS MISSION. Iiii~iij~iiiil Information Regarding Taxable Subsidiaries (Complete this Part if the "Yes" box on 88 is checked.) Name, address, and employer identification number of corporation or partnership N/A Please Sign '~-. Here Paid Preparer's Use Only 823161 12-11-98 Pementage of ownership interest Nature of business activities Total income End-of-year assets I Date ! -- J Check if I Pmparer's SSN I employed · j-~ ].87-48-2722 & COMPAZgY/ LLC. EIN · 52--0783935 SUITE 101 ,ziP+4 · 17013 6 Preparer's b /~_ /~ Z,~X ~/ signature v' ~'~-'z.~.,,,~ / / .'./~i~t.~ Firm's name (or'ours ~jTr~ ~LLIO'TT ~.ARNS if serf-employed) ~ 1' ' 9 BROOKWOOD AVENUE, and address F'CA.R.LISLE, PA ~[P Signature of officer I ~' Type or print name and title Date Under penalties of peliu~, I declare that I have esamined this return, including accompanying schedules and statements, and to the Dest of my knowledge and belief, it is tme, correct, and complete. Decla~ation of prepar~sr (other than Officer) is based on all information of which preparer has any knowledge. SCHEDULE A (Form 990) Deparb~ent of the Treasury ·Intemal Revenue Sewice OrG ,ization Exempt Under Sect, , 501(c)(3) (Except Private Foundation) and Section 501(e), 501(f), 501(k), 501(n), or Section 4947(a)(1) Nonexempt Charitable Trust Supplementary Information Must be completed by the above organizations and attached to their Form 990 or 9gOEZ. OMB No. 1545-0047 1998 Name of the organization I Employer identification number THE STEVENS CENTER 23i 1401568 Compensation of the Five Highest Paid Employees Other Than Officers, Directors, and Trustees (See instructions. List each one. If them am none, enter 'None.') (a) Name and address of each employee paid (b) Title and average hours (d) Contributions to (e) Expense per week devoted to (c) Compensation employee heneflt plans&deferred account and othE more than $50,000 position comp.n~uo, allowances RICHARD IEVOLI CARLISLE, PA 40 HRS 58,015. over $50 000 ................................ ~ 0 Compensation of the Five Highest Paid Independent Contractors for Professional Services (See instructions. List each one (whether individuals or firms). If there are none, enter 'None.') (a) Name and address of each independent contractor paid more than $50,000 (b) Type of service MARK HEINLY HERSHEY, PA 17033 LOU PICCHIO 0 CAMP HILL, PA 17011 Total number of others receiving over $50,000 for professional services ............................................................ U-IA For Paperwork Reduction Act Notice, see page I of the Instructions for Form 990 and Form 990-EZ. 823101 12-07-98 7 PSYCHIATRIC SERVICES PSYCHIATRIC ~ERVICES (c) Compensation 79,576. 68,590. Schedule A (Form 990) 1998 Schedule A (Form 990)1998 THE S' 'ENS CENTER 23-1401568 Page2 Iiii~ii]~i~?~l Statement About Activities Yes No During the year, has the organization attempted to influence national, state, or local legislation, including any attempt to influence public opinion on a legislative matter or referendum? .............................................................................................................................. I X Organizations that made an election under section 501(h) by filing Form 5768 must complete Part VI-A. Other organizations checking "Yes,' must complete Part VI-B AND attach a statement giving a detailed description of During the year, has the oganization, either directly or indirectly, engaged in any of the following acts with any of its trustees, directors, i~i::iiiii::i::!::i!i::ii iiiiiii::i::i::i::i::i? ::::::::::::::::::::::::: officers, creators, key employees, or members of their families, or with any taxable organization with which any such person is Sale, exchange, or leasing of property? ....................................................................................................................................... 2a X Lending of money or other extension of credit? .............................................................................................................................. 2b X Furnishing of goods, services, or facilities? .................................................................................................................................... 2¢ X Payment of compensation (or payment or reimbursement of expenses ff more than $1,000)? ....~..~.~.....~.....z~...~.....~.. ~......~...O..~ ...~..9...0. .... 2d X Transfer of any part of its income or assets? ................................................................................................................................. 2e X If the answer to any question is "Yes," attach a detailed statement explaining the transactions. Does the organization make grants for scholarships, fellowships, student loans, etc.? ........................................................................... 3 X Do you have a section 403(b) annuity plan for your employees? ......................................................................................................... 4a X Attach a statement to explain how the organization determines that individuals or organizations receiving grants or loans from it in ~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~:~ Reason for Non-Private Foundation Status (See instructions.) The organization is not a private foundation because it is (Please check only ONE applicable box): A chumh, convention of churches, or association of churches. Section 170(b)(1)(A)(i). A school. Section 170(b)(1)(A)(ii). (Aisc complete Part V, page 4.) A hospital or a cooperative hospital service organization. Section 170(b)(1)(A)(iii). A Federal, state, or local govemment or governmental unit. Section 170(b)(1)(A)(v). A medical reseamh organization operated in conjunction with a hospital. Section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state ~ lO i--I 11a 11b r'~ 12 13 [--] An organization operated for the benefit of a college or university owned or operated by a governmental unit. Section 170(b)(1 )(A)(iv). (Aisc complete the Support Schedule in Part IV-A.) An organization that normally receives a substantial part of its support from a governmental unit or from the general public. Section 170(b)(1)(A)(vi). (Aisc complete the Support Schedule in Part IV-A.) A community trust. Section 170(b)(1)(A)(vi). (Aisc complete the Support Schedule in Part IV-A.) An organization that normally receives: (1) more than 33 1/3% of its support from contributions, membership fees, and gross receipts from activities related to its charitable, etc., functions - subject to certain exceptions, and (2) no more than 331/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(a)(2). (Aisc complete the Support Schedule in Part IV-A.) An organization that is not controlled by any disqualified persons (other than foundation managers) and supports organizations described in: (1) lines 5 through 12 above; or (2) section 501(c)(4), (5), or (6), if they meet the test of section 509(a)(2). (See section 509(a)(3}.) Provide the following information about the supported organizations. (See instructions on page 4.) (a) Name(s) of supported organization(s) (13) Line number from above 14 I I An organization organized and operated to test for public safety. Section 509(a)(4). (See instructions on page 4.) 823111 12-07-98 8 S~heduleA'(Form990)1998 THE Sr 'ENS CENTER 23-1401568 Iii~iii~iI Support Schedule (Comple,e only if you checked a box on line 10, 11, or 12 above., IJse cash method of accounting. ......... Note: You may use the worksheet in the instructions for convertir, from the accrua/to the cash method of accounting. Calendar year (or fiscal year beginning in) .............................. ·~ (a) 1997 (b) 1996 (c) 1995 (d) 1994 (e) Total .,~ 15 16 17 18 19 Gifts, grants, and contributions received. (Do not include unusual grants. See line 28,) .................................... Membership fees received ......... Gross receipts from admissions, memhandise sold or services performed, or fumishing of facilities in any activity that is not a business unrelated to the organization's charitable, etc., purpose ............ Page 3 Gross income from interest, dividends, amounts received from payments on securities loans (sec- tion 512(a)(5)), rents, royalties, and unrelated business taxable income (less section 511 taxes) from businesses acquired by the organization after June 30, 1975... Net income from unrelated business activities not included in line 18 ... 20 Tax revenues levied for the organization's benefit and either paid to it or expended on i~s behalf .............................. 21 The value of services or facilities furnished to the organization by a governmental unit without charge. Do not include the value of services or facilities generally furnished to the public without charge ............ 22 Ottter income. Attach a schedule. Do not include gain or (loss) from sale of capital ;assets .................................... 23 Total of lines 15 through 22 ...... 24 Line 23 minus line 17 25 138,643 3,938,700 2,696. 4,080,039. 141,339· 49,016 4,228,562 2,413 4,279,991· 51,429· · 144,206 3,817,509 6,860 3,968,575 151,066 39,686 Enter 1% of line 23 .................. 40,800. 42,800. 26 Organizations described in lines 10 or 11: a Enter 2% of amount in column (e), line 24 ............................................. · [ 26a b Attach a list (which is not open to public inspection) showing the name of and amount contributed by each person (other than a governmental unit or publicly supporteO organization) whose total gifts for 1994 through 1997 exceeded the amount shown in line 26a. Enter the sum of all these excess amounts ......................... · [ 26b c Total support for section 509(a)(1) test: Enter line 24, column (e) .............................................................................. · 126c d Add: Amounts from column (e)for lines: 18 19 e Public support (line 26c minus line 26d total) ...... ~ ............................................................ · / 2me f Public support percentage (line 26e (numerator) divided by line 26c (denominator)) · / 26f · 89,454 · 3,170,000 6,289. 3,265,743 95,743 · 32,657 421,319. 15,154,771. 18,258. 15,594,348. 439,577· N/A N/A N/A N/A N/A N/A % 27 Organizations described on line 12: a For amounts included in lines 15, 16, and 17 that were received from a 'disqualified person," attach a list to show the name of, and total amounts received in each year from, each "disqualified person.' Enter the sum of such amounts for each year. (1997) ................................. .0..-.. (1996) ....................................... .0...... (1995) .................................... .0...... (1994) ........................... .0._... For any amount included in line 17 that was received from a nondisqualified person, attach a list to show the name of, and amount received for each year, that was more than the larger of (1) the amount on line 25 for the year or {2) $5,000. (include in the list organizations described in lines 5 through 11, as well as individuals.) After computing the difference between the amount received and the larger amount decribed in (1) or (2), enter the sum of these differences (the excess amounts) for each year: (1997) ................................. Q..:. (1996) ....................................... .0...... (1995) .................................... .0...... (1994) ........................... .0..-.. 28 823121 12-07-98 c Add: Amounts from column (e) for lines: 15 42 1,319. 16 17 15,154,771. 20 21 · 27C 15,576,090. d Add: Line 27a total ... ------- -"---~- and line 27b total 0. ·127d I 0. e Public support (line 27c, tota~--m?nus--li-~ene~'7~F ........................ ·127oj 15,576,090. Tota support for sect on 509(a)(2)test' Enter amount on ne 23 co g Public support percentage (line 27e (numerator) divided by line 27f. (denominator)) .............. · 127g / 99.8829 % h Investment income percentage (line 18 column (e) (numerator) divided by line 27f (denominator)) ......... ·l 27h I . 1 1 7 1% Unusual Grants: For an organization described in line 10, 11, or 12, that received any unusual grants dudng 1994 through 1997, attach a list (which is not open to public inspection) for each year showing the name of the contributor, the date and amount of the grant, and a bdef description of the nature of the grant. Do not include these grants in line 15. (See instructions.) NONE 9 S'chedule A (Form 990)1998 THE Sr TENS CENTER 23-1401568 Page4 Private School Questio,,naire ('To be completed ONLY by schools that checked the box on line 6 in Part IV) N/A Yes No 2g Does the organization have a racially nondiscriminatory policy toward students by statement in its charter, bylaws, other goveming instrument, or in a resolution of its goveming body? ..................................................................................................................... 29 30 Does the organization include a statement of its racially nondiscriminatory policy toward students in all its brochures, catalogues, and other written communications with the public dealing with student admissions, programs, and scholarships? .................................... 30 31 Has the organization publicized its racially nondiscriminatory policy through newspaper or broadcast media during the period of solicitation for students, or during the registration period ff it has no solicitation program, ina way that makes the policy known to all parts of the general community it serves? ........................................................................................................................... 31 If "Yes,' please describe; if 'No; please explain. (If you need more space, attach a separate statement.) a Records indicating the racial composition of the student body, faculty, and administrative staff? ............................................................ 32a b Records documenting that scholarships and other financial assistance are awarded on a racially nondiscriminatory basis? ......................................................................................................................................................... 32b c Copies of all catalogues, brochures, announcements, and other written communications to the public dealing with student admissions, programs, and scholarships? ................................................................................................................................. 32c d Copies of all matedal used by the organization or on its behaff to solicit contributions? ........................................................................ 32d If you answered 'No' to any of the above, please explain. (If you need more space, attach a separate statement.) ;:;:~:~:~:~:~:~:~:~: ~:~:~:~:~:~:~:[:~:~: ~:~:~:~:~:~:~:~:~:~: 33 Does the organization discriminate by race in any way with respect to:':':':':':':':':'!'iiiiiiii~iii~!?iiiiiii~ !?!!ili!ii??i!iiiiiI i!!!ii?iiiiiiiiiiiii a Students' rights or privileges? ................................................................................................................................................ 33a b Admissions policies? ............................................................................................................................................................ 33b c Employment of faculty or administrative staff? ........................................................................................................................... 33c ~l Scholarships or other financial assistance? ................................................................................................................................. 33d e Educational policies? ............................................................................................................................................................ 33e f Use of facilities? .................................................................................................................................................................. 33f § Athletic programs? ............................................................................................................................................................... 33n h Other extracurricular activities? ................................................................................................................................................ 33h If you answered 'Yes' to any of the above, please explain. (If you need more space, attach a separate statement.) :.:~:.:.:.:.:.:.:.:. 34 a Does the organization receive any financial aid or assistance from a governmental agency? .................................................................. ina b Has the o~janization's right to such aid ever been revoked or suspended? ....................................................................................... 34b 35 Does the organization cert~t that it has complied with the applicable requirements of sections 4.01 through 4.05 of Rev. Proc. 75-50, 1 g75-2 C.B. 587, covering racial nondiscrimination? lf'No; attach an explanation .............................................................................. 113 823131 ~2-o7-98 10 ~c~edulek(Form 990) 1998 THE E 'FENS CENTER t:~i:~i~i~il Lobbying Expenditures by Electing Public Charities (To be completed ONLY by an eligible organization that filed Form 5768) 23-1401568 Parle 6 N/A Check here ~ a L__J If the organization belongs to an affiliated group. Check here jl~ b [---] If you checked "a"above and 'limited control' provisions apply. (b) Limits on Lobbying Expenditures (a) To be completed for ALL (The term 'expenditures' means amounts paid or incurred) Affiliated group totals electing organizations N/A 36 Total lobbying expenditures to influence public opinion (grassroots lobbying) ........................... 36 37 Total lobbying expenditures to influence a legislative body (direct lobbying) .............................. 37 38 Total lobbying expenditures (add lines 36 and 37) ............................................................... 38 39 Other exempt purpose expenditures ................................................................................. 39 40 Total exempt purpose expenditures (add lines 38 and 39) ................................................... 40 If the amount on line 40 is - The lobbying nontaxable amount Is - Not over $500,000 .................................... 20% of the amouflt on line 40 ................................. Over $500,000 but not over $1,000,000 ............ $100,000 plus 15% of the excess over $500,000 ......... Over $1,000,000 but not over $1,500,000 ......... $175,000 plus 10% of fl~e excess over $1,000,000 ......... 41 Over $17,0OO,000 .................................... $1 000 000 ........................ 42 Grassroots nontaxable amount (enter 25% of line 41) ......................................................... 42 43 Subtract line 42 from line 36. Enter -0- if line 42 is more than line 36 ....................................... 43 44 Subtract line 41 from line 38. Enter -0- if line 41 is more than line 38 ....................................... 44 Caution: If there is an amount on either line 43 or line 44, you must file Form 4720. 4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the instructions for lines 45 through 50.) Lobbying Expenditures During 4-Year Averaging Period N/A Calendar year (or (a) {b) (c) (d) (e) fiscal year beginning in) ~ 1998 1997 1996 1995 Total 45 Lobbying nontaxable amount ........................ 46 Lobbying ceiling amount 47 Total lobbying expenditures .................. 48 Grassroots nontaxable amount ........................ 49 Grassroots ceiling amount (150% of line 48(e)) ......... 50 Grassroots lobbying expenditures .................. ::::::::::::::::::::::::::::::: ..... Lobbying Activity by Nonelecting Public Charities (For reporting only by organizations that did not complete Part VI-A) Dudng the year, did the organization attempt to influence national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of: a Volunteers ................................................................................................................................................ b Paid staff or management (include compensation in expenses reported on lines c through h) .................................... c Media advertisements ................................................................................................................................. d Mailings to members, legislators, orthe public ................................................................................................ e Publications or published or broadcast statements ............................................................................................. f Grants to other organizations for lobbying purposes .......................................................................................... g Direct contact with legislators, their staffs, government officials, or a legislative body ................................................ h Rallies, demonstrations, seminars, conventions, speeches, lectu res, or any other means .......................................... i Total lobbying expenditures (add lines c through h) .......................................................................................... If 'Yes' to any of the above, also attach a statement giving a detailed description of the lobbying activities. N/A Yes No Amount ::::::::::::::::::::::::::::::::::::::::::: · 823141 12-15-98 11 S'cheduleA'(Form990)1998 THE S' 'TENS CENTER 23-1401568 Information Regarding , ransfers To and Transactions and Relat,~,nships With Noncharitable Exempt Organizations Page 6 51 Did the reporting organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations? Transfers from the reporting organization to a noncharitable exempt organization of: (i) Cash (ii) Other assets Other transactions: (i) Sales of assets to a noncharitable exempt organization ............................................................................................................ (ii) Purchases of assets from a noncharitable exempt organization ................................................................................................ (iii) Rental of facilities or equipment .......................................................................................................................................... (iv) Reimbursement arrangements .......................................................................................................................................... (v) Loans or loan guarantees (vi) Performance of services or membership or fundraising solicitations .......................................................................................... Sharing of facilities, equipment, mailing lists, other assets, or paid employees · If the answer to any of the above is 'Yes," complete the following schedule. Column (b) should always indicate the fair market value of the goods, other assets, or services given by the reporting organization. If the organization received less than fair market value in any Yes No 51a(i) X a(li) X b(i) X b(ii) X b(iii) Z h(~) X b(v) X b(vi) X c X transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received. N/A (a) (b) (c) (d) Line no. Amount involved Name of noncharitable exempt organization Description of transfers, transactions, and sharing arrangements 52 a Is the organization directly or indirectly affiliated with, or related to, one or more tax-exempt organizations described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527? ...................................................................................................... · [-~ Yes r-~ No b If'Yes,' complete the following schedule. N/A (a) (b) (c) Name of organization Type of organization Description of relationship 823151 12-07-98 12 Depreciation and Amortization L Jil FOR~ 9 9 0 PAGE 2 9 9 0 Asset Number 2 3 6 4 5 Description of property Accumulated depreciation/amortization I 232,913.I 29,862.I 262,775.I 262,775.I I 512,373.I 512,373-I 22'403'1 C~rrpnLyear oeouc[Ion 44,948. 2,819. 47,767. 2,479 . 50,246 . 21,869. 21,869. 365. 365. Date Method/ Life Line placed IRC sec. or rate No. Cost or Basis · other basis reduction in service BUILDINGS BUILDINGS ~,ii?/?,il i , I I-°°° 119l 1,458,356-1 BUILDING IMPROVEMENTS !i.'":=.~iiiii{ i i I }.000 {19I 55,302.{ ** 990 PAGE 2 TOTAL BUILDINGS i'?~iiii'~l , , I I I I1,513,658-1 AMORT I Z AT I ON iii:/~?~?~?~l I I II-°°° 119 I I ** 990 PAGE 2 TOTAL OTHER iiiiiiiil , , I I I I 1,513,658-1 .~ACHINERY & EQUIPMENT EQUIPMENT AND FURNITURE ~!ii~iiiil , , I 1.000 1191 571,284.I ** 990 PAGE 2 TOTAL MACHINERY & EQUIPMENT rRANSPORTAT ION EQUIPMENT FEHICLES iiiiii!i:~iil I I I I'000 119 I 23,680.1 i** 990 PAGE 2 TOTAL TRANSPORTATION EQUIPMENT !':ii',~?,i~il , , I I I I 23,680-I LAND LAND i:~iiiii:~iiiii{ I I { I'000 119 I 137,500.l ** 990 PAGE 2 TOTAL LAND ** GRAND TOTAL 990 PAGE 2 DEPRECIATION iii~:~ii{ I , I { I I 2'246'122'1 22,403.{ o.I 797,551.I I I I I I I I I I 72,480. I I I I I I 816261 11-05-98 I it- Current year section 1 ~.93 I (D) - Asset disposed T~EoS~EVENS CENTER 23-1401568 FORM 990 CASH CONTRIBUTIONS OF $5000 OR MORE STATEMENT 1 INCLUDED ON PART I, LINE 1D *** NOT OPEN TO PUBLIC INSPECTION *** CONTRIBUTOR'S NAME UNITED WAY OF THE CAPITAL REGION UNITED WAY OF CARLISLE CONTRIBUTOR'S ADDRESS ONE UNITED WAY, HARRISBURG, PA 810 W. HIGH STREET, CARLISLE, PA AMOUNT 15,549. 96,327. FORM 990 SPECIAL EVENTS AND ACTIVITIES STATEMENT 2 DESCRIPTION OF EVENT SHOW HOUSE FUNDRAISER TO FM 990, PART I, LN 9 GROSS CONTRIBUT. GROSS DIRECT NET RECEIPTS INCLUDED REVENUE EXPENSES INCOME 25,041. 25,041. 25,041. 25,041. 25,041. 25,041. F°RM 990 OTHER CHANGES IN NET ASSETS OR FUND BALANCES STATEMENT 3 DESCRIPTION UNREALIZED LOSS ON INVESTMENTS TOTAL TO FORM 990, PART I, LINE 20 AMOUNT <404.> <404.> FORM 990 OTHER EXPENSES STATEMENT 4 DESCRIPTION PURCHASED PROFESSIONAL SERVICES LEGAL AND ACCOUNTING INSURANCE STAFF DEVELOPMENT (A) (B) (C) (D) PROGRAM MANAGEMENT TOTAL SERVICES AND GENERAL FUNDRAISING 53,920. 51,308. 2,612. 31,086. 25,823. 5,263. 41,808. 34,730. 7,078. 30,314. 25,182. 5,132. 14 STATEMENT(S) 1, 2, 3, 4 THE S EVENS CENTER DUES MISCELLANEOUS ~D DEBT EXPENSE ~fCHIATRIC SERVICES TOTAL TO FM 990, LN 43 6,416. 5,330. 1,086. 53,425. 44,381. 9,044. 323,638. 323,638. 216,422. 216,422. 757,029. 726,814. 30,215. 23-1401568 FORM 990 STATEMENT OF ORGANIZATION'S PRIMARY EXEMPT PURPOSE STATEMENT 5 PART III EXPLANATION THE STEVENS CENTER IS A FREESTANDING MENTAL HEALTH CENTER PROVIDING SERVICES TO PROMOTE MENTAL HEALTH AND TREAT MENTAL ILLNESS. FORM 990 NON-GOVERNMENT SECURITIES STATEMENT 6 VALUE DESCRIPTION METHOD ~RKETABLE MKT VAL ~3ITY ~ECURITIES TO FM 990, LN 54 COL B CORPORATE CORPORATE STOCKS BONDS OTHER PUBLICLY TOTAL TRADED OTHER NON-GOV'T SECURITIES SECURITIES SECURITIES 1,055. 1,055. 1,055. 1,055. FORM 990 DEPRECIATION OF ASSETS NOT HELD FOR INVESTMENT STATEMENT 7 DESCRIPTION BUILDINGS LAND MACHINERY & OTHER EQUIPMENT TRANSPORTATION EQUIPMENT TOTAL TO FORM 990, PART IV, LN 57 COST OR OTHER BASIS ACCUMULATED DEPRECIATION BOOK VALUE 1,513,658. 310,542. 1,203,116. 137,500. 0. 137,500. 571,284. 534,242. 37,042. 23,680. 22,768. 912. 867,552. 2,246,122. 1,378,570. 15 STATEMENT(S) 4, 5, 6, 7 THE STEVENS CENTER 23-1401568 FORM 990 OTHER ASSETS STATEMENT 8 DESCRIPTION DEFERRED FINANCING FEES OTHER ASSETS PERPETUAL TRUSTS HELD BY THIRD PARTIES TOTAL TO FORM 990, PART IV, LINE 58, COLUMN B AMOUNT 36,094. 15,000. 6,079. 57,173. FORM 990 MORTGAGES PAYABLE STATEMENT 9 DESCRIPTION FINANCIAL TRUST CO. FINANCIAL TRUST CO. TOTAL INCLUDED ON FORM 990, PART IV, LINE 64B, COLUMN B BALANCE DUE 468,983. 614,449. 1,083,432. 16 STATEMENT(S) 8, 9 THE STEVENS CENTER 23-1401568 FORM 990 OTHER NOTES AND LOANS PAYABLE STATEMENT 10 LENDER'S NAME FINANCIAL TRUST CO. DATE OF MATURITY NOTE DATE 12/29/95 SECURITY PROVIDED BY BORROWER 33 STATE AVENUE PROPERTY RELATIONSHIP OF LENDER TERMS OF REPAYMENT DEMAND ORIGINAL LOAN AMOUNT INTEREST RATE 0. 9.50% PURPOSE OF LOAN LINE OF CREDIT DESCRIPTION OF CONSIDERATION FMV OF CONSIDERATION BALANCE DUE 0. 574,965. ~TAL INCLUDED ON FORM 990, PART IV, LINE 64, COLUMN B 574,965. FORM 990 PART V - OFFICER COMPENSATION FROM RELATED ORGANIZATIONS STATEMENT 11 OFFICER'S NAME LAWRENCE C. HABER NAME OF RELATED ORGANIZATION STEVENS HOUSING CORPORATION COMPEN- SATION EMPLOYEE BEN PLAN EXPENSE CONTRIB ACCOUNT 15,896. 0. 0. 17 STATEMENT(S) 10, 11 Fo,m 2758 (P~v. June 1998) Oef)a~me~t of the Tme~ur Please type or print. File the original and one copy by the due date for filing your retum. Application for Extension of Time T ~le C~...ain Excise, Income, Information, and G..Jr Returns I~ File a separate application for each return. OMB No. 1545-0148 THE STEVENS CENTER 23 !1401568 Number, street, and room or suite no. (or P.O. box no. if mail is not delivered to street address) 33 STATE AVENUE City, town, or post office, state, and ZIP code. For a foreign address, see instructions. CARLISLE, PA 17013 Note: Corporate income tax return filers must use Form 7004 to request an extension of time to file. Partnerships, REMICS, and trusts must use Form 6736 to request an extension of time to file Form 1065, 1066, or 1041. I I request an extension of time until [v[~y 15 , 2 0 0 0 , to file (check only one): ~] Form 706-GS(D) I I F-orm 990-T (sec.401(a) or408(a) trust) L._J Form 1120-ND (sec. 4951 taxes) r'-'l Form 706-GS(T) ~] Form 990-T (trust other than above) J--'-J Form 3520-A r'~ Form 990 or 990-EZ r~ Form 1041 (estate) r'--1 Form 4720 i I Form ggO-eL ~ Form ,~4I-^ ~ form 52z/ ~ Form 990-PF ~'~ Form 1042 ~-~ Form 6069 If the organization does not have an Office or place of business in the United States, check this box ...................................................... ~-' ~ 2a For calendar yesr19 __ , or other tax year beginning 07/01/1998 andending 06/30/1999 b If this tax year is for less than 12months, checkreeson: r'~ Initialrefum ~ Rnalrefum r~ Changein accounting period 3 Has an extension of time to file been previously granted for this tax year?. ....................................................................................... ~] Yes 4 State in detail why you need the extension INSUFFICTENT ACCOUNTING DATA TO PREPARE Alq ACCURATE RETURN. I---] Form 8612 I-"--] Form 8613 J~] Form 8725 L_J Form 8U04 E~] Form 8831 r-~ No 5a If this form is for Form 706-GS(D), 706-GS('r), ggo.gg 690-PF, 990-T, 1041 (estate), 1042, 1120-ND, 4720, 6069, 8612, 8613, 8725, 8804, or 8831, enter the tentative tax, loss any nonrefundable credits .............................................. b If this form is for Form 990-PF. 990-T, 1041 (estate), 1042, or 8804, enter any refundable credits and estimated tax payments made. Include any prior year overpayment allowed as a credit ......................................................... c Balance due. Subtract line 5b from line Sa. include your payment with this form, or deposit with ITD coupon if required ................................................................................................................................................. N/A Signature and Verification Under penalties of perjury, I declare that I have examined this form, including accompanying schedules and statements, and to the best of my knowledge and belief, it is tree, correct, and complete; and that I am authorized to prepare this form. FILE ORIGINAL A'-ND ONE,~IFY'. 'rJ(e IRS will ~hoWb~(ow whether or not your applicotlon is approved and will return the copy. ' Notjge to Applicant - To Be Completed by IRS ~ We HAVE approved your application. Please attach this form to your refum. ",l~]~lVe HAVE NOT approvea your applicaUon. However, we ,'::ye ;ranted a 10-day grace peded from the later ot the date shown below or the due date of your retum (including any prior extensions). This grace pedod is considered a valid ,.. extension of Ume for elections othenvise required to be made on a timely retum. Please attach this form to your refum~,'~' I ~ We HAVE NOT approved yourapplicetion. Afterconsidermg your masons stated in item 4, wa cannot grant your reque'st for an extension of time to file. We are not granting the 10-day grace period. ~ We cannot consider your application because it was filed after the due date of the refum for which an extension was requested. "::" ~1 Other:. ' By: .... -¥','L,.'~'; ,?'-,-~, -'-' ,,'i~' Director If you want a copy of this form to be returned to an address other than that shown above, please enter the address to which the copy should be sent. Name Please SMITH ELLIOTT KEARNS & COMPANY, LLC C/O GREGORY P. HALL Type Number, street and room or suite no. (or P.O. box no. If mail is not delivered to street address) or 19 BROOKWOOD AVE, SUITE 101 Prim City, town, or post office, state, and ZiP cede. For a foreign address, see instructions. CARLISLE, PA 17013 For Paperwork Reduction Act Notice, see separate ;~i~iuctlons. Form 2758 (Rev. 6-98) 813941 Q2-16-99 Fdrm 2758 (Rev. June 199~.) Del~ftmeN of the Internal Revenue Name Application for Extension of Time T( ~ Certain Excise, Income, Information, and Other Returns 1~ File a separate application for each return. OMB No. 1545-0148 Em~oym, iOmtiflcatton numoer Please type or THE STEVENS CENTER 23:1401568 pdnt. File the Number. street, and room or suite no. (or P.O box no. if mail is not delivered to street address) original and one copy by the due date for filing 33 STATE AVENUE your return. City. town. or post office, state, and ZIP code. For a foreign address, see instructions. CARLISLE, PA 17013 Note: Corporate income tax return filers must use Form 7004 to red,est an extension of time to file. Partnerships. REMICS. and trusts must use Form 8736 to request an extension of time to file Form 1065, 1066, or 1041. I I request an extension of time until FEBRUARY 1 § 2 0 0 0 . to file (check only one): ~ Form 706-GS(D) ~~O-T (sec.401(a) or 4~'~~'["--] Form 1120-ND (sec. 4951 taxes) [---] Form 706-GS(T) ['~ Form 990-T {trust other than above) r--] Form 3520-A ~ Form 990 or 990-EZ r'-"] Form 1041 (estate) [--'] Form 4720 [---] Form 990-9L r-'] Form 1041-A ['--] Form 5227 ~ Form. 9,~J-PF ~ ~,Tn 1042 ~ Form 6069 lithe organization does not have an office or place of business in the United States, check this box ...................................................... I~ ~ 2a For calendar year 19 . or other tax year beginning 07/01/1998 aed eeding 06/30/1999 b If this tax year is for less than 12 months, check reason: ~ Initial return ~ Final retum r~ Change in accounting period 3 Has an extension of time to tile been previously granted for this tax year?. ....................................................................................... {-'--] Yes 4 State in detail why you need the extension INSUFFICIENT ACCOUNTING DATA TO PREPARE A.N ACCURATE RETURN. r"~Form6612 ~"'~Form6613 ~"]Form8725 r'--'~Form8804 ~.Form8831 ['~ No 5a If this form is for Form 706-GS(D), 706-GS(T), 990-6L. 990-PF, 990-T, 1041 (estate), 1042. 1120-ND, 4720. 6069.8612, 8613, 8725.8804, or 8831, enter the tentative tax, less any nonrefundable credits .............................................. $ b If this form is for Form 990-PF, 990-T, 1041 (estate), 1042, or 8804, enter any refundable credits and estimated tax payments made. Include any prior year overpayment allowed as a credit .........................................................$ c Balance due. Subtract line 5b from line Sa. Include your payment with this form. or deposit with FTD coupon if required ................................................................................................................................................. $ N/A Signature and Verification Under penalties of perjury, I declare that I have examined this form, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete; and that I am authorized to prepare this form. FILE O~JGINAL AND ONF,~OPY. 'r~lRS will show below whether or not your application is approved and will return the copy. Nq~ca to Applicant - To Be Completed by IRS ~" ] "'We ~V; ~,pmuve~J yu~[ a~plicatiu,. Piuase ai. iacil [his [urm ~o your return. F--] we HAVE NOT approved your application. However. we have granted a 10~ay grace peded from the later otthe date j~(~i~ ' ''--?~-"~'~'~/ s,own be,ow or ffi, du, dat, o, your m li.c,udi.0 any prior ,xt,.sio.s). ,,is 0r ac, p,ried is e~ension of ti~ for ele~ions othe~ise mqui~d to be made on a timeN return. Please a~ch this fo~ to your return. ~ We ~VE N~ approved your appli~tion. After cons~edng your masons s~ted in ~em 4. we ~nnot g~nt your request for an e~ension of time to tile. We am not g=nting the l~ay g=ce pealed. ~ We cannot consider your application because ~ was tiled after the due Gate of the return for which an e~ension was ~.~ S~ ON ~.P~)~'~ ~ Other: nV I Z 1999 Director Date -.,~, ,.~,~.m ..-,~c~.~4T:.q DI:;~"'":.~, If you want a copy of this fo~ to be retumea to an a,,ress other than mat shown a,ove, please enter the aa,mss to wmcH~'~,~p~',~,~.t~,~.~ , (; .~ =, '.: Name Type Number, street and mom or suite no. (or P.0. box no. if mail is not belbemd to street adaress) or Z9 8ROO~WOOD A~ SO~ ~0~ Prim Ci~, town. or post o~ce, state, and ZIP code. For a foreign aaamss, see instructions. For Papamor~ Reauction ACt Notice, see =8pafat8 instruction=. Fo~ ~8 (Rev. 6-98) LHA BAKER, Lynn $. Home: 827 Belvedere Street canisie, Pa 17013 Bus: Financial Trust 1415 Ritner Highway Carlisle, PA 17013 Phone: 249-7570 (Home) 241-7710 (Business) 241-777S (FAX) BOOMER, W. Arian Home: 1 Todd Road Carlisle, PA 17013 Bus: PPG Industries, Inc. 400 Park Drive Carlisle, PA 17013 Phone: 2452340 (Home) 486-0110 (Business) (Doris-245-0114) 488-0119 (FAX) waboomer~ppg.com(e-mail) BRENNEMAN, Orr Home: 25 Greenfield Drive Carlisle, PA 17013 Phone: 249-4902 (Home) CARLUCCI, Patrlcia S. Home: 1105 Fleetwood Drive Carlisle, PA 17013 Bus: Crestview Elementary School Carlisle, PA 17013 Phone: 243-8132 (Eom.) 240-6890 (Business) CLIFTON, Joan Home: 1116 Sherwood Drive Carlisle, PA 17013 Phone: 245-2859 (Home) FLOWER, Jim Jr. (Treasurer) Home: 440 West South St. Carlisle, PA 17013 Bus: Flower, Morgenthai, Rower & Undsay -. 11 E. High St., Carlisle, PA Phone: 249997053 (Home) 243-5513 (Business) 243-8510 (FAX) FRENCH, Charles Home: 48 Cardinal Drive Carlisle, PA 17013 Bus: Dan--Thumma Insurance P. O. Box 699 Carlisle, PA 17013 Phone: 243-2921 (Business) 243-869"2 (Home) lggg BOARD OF DIRECTORS GEPu~D. Robert Home: 280 Belvedere Street Carlisle, PA 17013 Bus: ML St. Mary% College Maryland Phone: 243-3331 (Home) 301-447-5398 (Business) gerardr~pa, net (e-mail) Bus: Phone: GRAHAM, Charles Home: I Cumberland Estate Drive Mechanicsburg, PA 17055 Graham Motor Co., Inc. 1402 Holly Pike, Cart. 766-2122 (Home) 243-3066 (Business) 249-.7gg8 (FAX) grah~_sales~kns, net(e-mail) HALL, Kathleen Home: 161 Candlelight Drive Carlisle, PA 17013 Phone: 243-3621 (Home) gotohall(~aow, com(e-mail) HERSPERGER, Webb Home: 1012 Dmyer Court Carlisle, PA 17013 Phone: 2434751 (Home) 243-293g (FAX) docwebb~iepix, net (e-mail) HUGANIR, Frederick, I., Esq. (Chair) Home: 221 Old Stone House Road Carlisle, PA 17013 Bus: Attorney at Law 28 South Pitt Street P. O. Box 308, Carl., PA Phone: 249-6916 (Home) 249-6272 (Basin.se) 24reelS4 (FAX) huganoo~earthiink, net(e-mail) JAMES, Wes Home: 201 Shatto Drive Carlisle, PA 17013 Bus: Carlisle School Dist. 623 W. Penn St., Carl. Phone: 243-6105 (Home) 240-6803 240-689a (FAX) KALINAK, Laurie A. (Chair-Erect) Home: 61 S. Pin Oak Drive Bolling Springs, PA 17007 Bus: Fahnestock & Co., Inc. 19 Brookwood Ave. Suite 103, Carl. 17013 Phone: '249-7168 (Home) 249-2818 (Business) MCLANE,'Dale Home: 20 Oak Ridge Road Carlisle, PA 17013 Phone: 243-8883 (Home) 243-2130 (Business) 241-5268 (FAX) mmciane~}pa, nst (e-mail) MCMILLEN, J. Paul (Secretary) Home: 300 Black Latch Lane Camp Hill. PA 17011 Bus: Pennsylvania Automotive Association 1925 North Front Street Harrisburg, PA 17102 Phone: 761-7205 (Home) 255-8311 (Business) 255-8340 (FAX) MORIARTY, Thomas Home: 18 Brlarollff Drive Shippensburg, PA 17257 Bus: Health & Emergency Services Shippensburg University Shippensburg, PA 17257 Phone: 258-9683 (Home) 532-1458 (Business) 530-4042 (FAX) ttmori(~rkrk, ship. adu (e-mail) SEDLACK, Maryann Home: 1204 Sherwood Drive Carlisle, PA 17013 Phone: 258-1101 (H~m,) SHEYA, Andrea (Vice-Chair) Home: 433 Mooreiand Avenue Carlisle, PA 17013 Phone: 249-2031 (Home) 241-5829 (FAX) WARRELL, Unooln Home: 368 Belvedere Street Carlisle, PA 17013 Phone: 243-1242 (Hom.) EXHIBIT G' .... ~T~NTIO~q G.P~ANT~D UNTIL_ 5 ~-91 ggo etur.n ..ur:gan,zat,on ExemptFrorrr come Tax IJndei"seftion 501(c} of the Internal Revenue Code (except black lung benefit trust or Department of the Treasury private foundation) or section 4947(a)(1) nonexempt charitable trust Internal Revenue Service Note; The organization may have to use a copy of this return to satisfy state reporting requirements. A Forthe1999calendaryear, 0R tax year period beginning dUf, 1 1999 andendim OMB No. 1545-0047 1999 This Form is Open to Public Inspection address ...... / -'- --' -' .-, ........... u uUi~i JUr /:. U U U Please C Name of organization D Employer identification number use IRS label or printor THE STEVENS CENTER 23-1401568 Seetype'Number and street (or P.O.'box if mail is not delivered to street address) Room/suite E Telephone number specific33 STATE AVENUE Instruc- ( 717 ) 243-6033 tions. City or town, state or country, and ZIP+4 F Check · [ I.J if exemption ~ARLISLE, PA 17013 application is pending B Check if: [Change of rlnitial return "~Final return [ --~Amended return Ifequired also or sate repomng) G Type 9f organization · ~pt under 501(c) ( 3 )4 (insert number) OR ·1 J section 4947(a)(1) nonexempt charitable trust Note: Section 501(c)(3) exempt organizations and 4947(a)(1) nonexempt charitable trusts MUST attach a completed Schedule A (Foi i~ 990). H(a) Is this a group return filed for affiliates? .................................... t I Yes t _~ J No/ I If either box in H is checked '"Yes," enter four-digit group (b) If "Yes," enter the number of affiliates for which this / exemption number (GEN) · return is filed: ............................................................ · J Accounting method: ~ Cash ~-~ Accrual (C) Is thi .... parate return filed by .... ganization covered by a grou~ ruling? J J Yes J X J No [----] Other (specify) · K Check here · J ] if the organization's gross receipts are normally not more than $25,000. The organization need not file a return with the IRS; but if it received a Form 990 Packaqe in the mail, it should file a return without financial data. Some states require a complete return. Nob Form 990-EZ rna)/be used b)/ organizations with gross receipts less than $100~000 and total assets less than $250,000 at end of )/ear. P~rt I j Revenue, Expenses, and Changes in Net Assets or Fund Balances 1 Contr butions, gifts, grants, and similar amounts received: I a Direct public support la 1 16,959 b bdirect public support ............................................................................ lb 151,445. c Government contributions(grants) lc d Total (add lines la through lc) (attach schedule of contributors) (cash$ 168,404. noncash $ ) ld 168,404. 2 Program service revenue including government fees and contracts (from Part VII, line 9~')'' . ................................... 2 5 005 48 6 . 3 Membership dues and assessments ~ ~ 3 4 Interest on savings and temporary cash investments ................................................................................. 4 3r299. 5 Dividends and interest from securities 5 6 a Gross rents 6a b Less: rental expenses 6b ~ c Net rental income or (loss) (subtract line 6b from line 6a) ............................................................................. 6c ~= 7 Other investment income (describe · · ) 7 ~, 8 a Gross amount from sale of assets other (A) Securities t (B) Other " than inventory ................................................~ 8a b Less: cost or other basis and sales expenses ........ 8b c Gain or (loss) (attach schedule) ........................... 8c d Net gain or (loss) (combine line 8c, columns (A) and (B)) .............................................................................. 8d 9 Special events and activities (attach schedule) a Gross revenue (not including $ 0. of contributions reported on line la) ................................................................................. [ ga 2 2 , 6 2 5. b Less: direct expenses other than fundraising expenses ....................................J 9b c Net income or (loss) from special events (subtract line 9b from line 9a) ............ ,~. EIb.. ~.r~.~TEI~Et~...], .... lO a Gross sales of inventory, less returns and allowances 10a 9c 2 2 ~ 6 2 5. b Less: cost of goods sold .................................... I10b J c Gross profit or (loss) from sales of inventory (attach schedule) (subtract line 10b from line 10a) 10c 11 Other revenue (from Part VII, line 103) ......................................................................................................... ~1 52,254. 12 Totalrevenue(addlinesld, 2, 3. 4, 5, 6c, 7,8d, 9c, 10c, and11) .....................................................................12 5 252 068. 13 Program services (from line 44, column (B)) ' ' m 13 5 315 218 ~ 14 Management and general (from line 44, column (C)) = .................................................................................... 14 590,281. ~. 15 Fundraising (from line 44, column (D)) 15 ,,x, 16 Payments to affiliates (attach schedule) 17 Total expenses (add lines 16 and 44, column (A)) ....................................................................................... 17 5,905,499. 18 Excess or (deficit) for the year (subtract line 17 from line 12) ~ 19 Net assets or fund balances at beginning of year (from line 73,';~)'1~'~'i~ii .......................................................... 18 <653,431.> 146 014. 20 Other changes in net assets or fund balances (attach explanation) .........................................................~20 ' 0. 21 Net assets or fund balances at end of year (combine lines 18, lS, a~i'~i"';;;i;;;i;ill ........ i ........................... I 21 <507,417.> a~ uction Act Notice, see page 1 of the separate instructions. g23001 Form 990 (1999) Part II I Statement of A~organizations must complete column (A). Columns (B), (C);~'(D) are required for section 501(c)(3) and Functional Expenses (4) organizations and section 4947(a)(1) nonexempt charitable trusts but o Do not include amounts rep'orted on line ..................... ,-,~., ........... ~, .... u, ,~u~,,., u u~a uu~ upUUllal ig,~ umers. 6b, 8b, 9b, lob, or 16 of Part I. (A) Total (B) Pro. gram (C) M.anagement services ana general (D) Fundraising 22cash sGrants and allocations (attach schedule) noncash S ............ 22 23 Specific assistance to individuals (attach schedule) 23 24 Benefits paid to or for members (attach schedule) 24 25 Compensation of officers, directors, etc.. ........... 25 15 8 , 6 6 8 . 0 . 1 5 8 , ~ ~ 8 . 0 . 26 Other salaries and wages ................................. 26 2,819,677. 2,566,985. 252,692. 27 Pension plan contributions .............................. 27 28 Other employee benefits ................................. 28' 153,210. 117,231 35,979. 29 Payr¢ltaxes ........................................... 29 252,1AA. 219,443. 32, ?01. 30 Professional fundraising fees ..................... 30 31 Accounting fees ...................................... 31 12,115 10,124. 1,991. 32 Legal fees ................................................ 32 33 Supplies ...................................................... 33 2 5 34 Telephone ................................................. 34 5 5, 8 6 8. 4 6, 6 8 5. 9,1 8 3. 35 Postage and shipping ................................... 35 36 Occupancy .................................................. 36 223,456. 208,711. 14,745. 37 Equipment rental and maintenance ................ ~ & 4:, 1 ? 4:. 3 6, 9 1 3. ?, 2 6 1. 38 Printing and publications ........................... 4, 8 9 5 . 4:, 0 9 1. 8 0 4:. 39 Travel ....................................................... 39 41,101. 34,345. 6,756. 40 Conferences. conventions, and meetings 40 41 Interest ...................................... ~..~ 41 48, 28?. 40, 349. 42 Depreciation. depletion, etc. (attach ~-ledu~le ..42 62, 117., 51, 906 · 10, 211 · 43 Other expenses (itemize): a BAD DEBT 43a 1,401,461. 1,401,461. b INSURANCE 43b 34,581. 28,896 · 5,685. c STAFF DEVELOPMENT 43c, 13,697. 11,446. 2,251. d PURCHASED SERVICES 43d 466, 545. 435, 953. 30,592. e MISCELLANEOUS 4~e 87,744. 79,154. 8,590. 44 Total functional expenses (add lines 22 through 43) Organizations complet ng columns (B).-(D), ca~'ry these ' totals to l,nes ~3-~ ............... 44 5,905,4:99. 5,315,218 590,281. 0. Reporting of Joint Costs. - Did you report in column (B) (Pro! ram services) any joint costs Irom a combined educational campaign and fundraising solicitation? · ~ Yes ~ No If 'Wes," enter (i) the aggregate amount of these joint costs $ ' (ii) the amount allocated to Program services $ {iii) the amount allocated to Management and general $ ; and (iv) the amount allocated to Fundraising $ [ Part III I Statement of ~rograr6 Service Accomplishments ' What is the organization's primary exempt purpose? · SEE STATEMENT 2 Afl organizations must describe their exempt purpose achievements in a clear and concise manner. State the number of cents served, publications issued, etc. Discuss achievements that ~e not measurable. (Section 50 l(cX3) and (4) organizations and 4947(aXl) nonexempt charitable trusts must also enter the amount of grants and allocations to others.) a MENTAL HEALTH TREATMENT/COUNSELING. THE CENTER IS A PROVIDE5 OF MENTAL HEALTH SERVICES WHICH INCLUDE CASE~MGMT, OUTPATIEN5 PSYCHOTHERAPY, CRISIS INTERVENTION, PARTIAL HOSPITAL SERVICE A/VD REHABILITATION. (Grantsandallocations$ b DRUG AND ALCOHOL TREATMENT AND COUNCSELING. COUNSELORS ASSIST FAMILIES AND INDIVIDUALS TO OVERCOME AND CONTROL PROBLEMS ASSOCIATED WITH THE ABUSE OF DRUGS AND ALCOHOL. (Grants and allocations $ c EPSDT PROGR3~M. PROVIDES EARLY DIANOSTIC INTERVENTION FOR CHILDREN. (Grantsandallocations$ d NON-COUNTY. OUTPATIENT TREATMENT FOR THOSE NOT ELIGIBLE FOR COUNT~ ~UNDING. (Grants and allocations $ e Other program services (attach schedule) (Grants and allocations $ .....f Total. of Pro~lram Service Expenses (should equal line 44, column (B), Program services/ ...... Program Service Expenses (Required fcr 50 l(cX3) and (4) orgs., and 4947(aX1) trusts; but optional for others.) 3,139,083. 188,059. 1,883,326. 104:,750. 5,315,218. Form 990 (1999) THE ,,b' NS CENTER r. ,~_,~ ,~~ .... 23-1401568 Page ,t I Part IVI Balance Sheets Note: Where required, attached schedules and amounts within the description column (A) ' (B) should be for end-of-year amounts only. Beginning of year End of year 45 Cash - non-interest-bearing .............................................................................. 5 5 5. 45 5,0 7 3. 46 Savings and temporary cash investments ............................................................ 15, 993. 46 1 7,1 5 6. 47 a Accounts receivable .......................................... 47a ? 9 8,9 6 ?. b Less: allowance for doubtful accounts .................. 47b 189,834. 938,027. 47c 609,133. 48 a Pledges receivable 48a 1 1 4,1 2 8. b Less:allowance for doubtfulaccounts .................. 48b 103 , 456 'i 48c 114,128. 49 Grants receivable ............................................................................................. 49 50 Receivables from officers, directors, trustees, and key employees ~ .......................................................................................... 50 ~ 51a Othernotesandloansreceivable ........................ 15laI ,~ b Less: allowance for doubtful accountsI J51b. 51c 52 Inventories for sale or use 52 53 Prepaid expenses and deferred charges 53 54 Investments-securities STMT 3 .............................. 1,055. 54 I, 540. 55 a Investments - land, buildings, and equipment: basis ........................................... 55a b Less:accumulated depreciation ......................... 55b 55c 56 investments - other 57a Land, buildings, and equipment: basis '1"5~'I ........ 2' '; '~',~' ~' '; '2' ~.' ~'. 56 b Less: accumulated depreciation ..................... j 57b j 9 2 ?, ? 5 4. I, 3 ? 8,5 ? O. 57c 1,3 19,4 6 7. 58 0ther assets (describe · SEE STATEMENT 4 ) . 57,173. 58 39,756. 59 Total assets (add lines 45 through 58) (must equal line 74) 2, 4 9 4, 8 2 9. 59 2,1 0 6,2 5 3. 60 Accounts payable and accrued expenses ............................................................ 6 9 0, 4 1 8. SO 7 4 0, 9 4= 9. 61 Grants payable .............................................................................................. 61 ~ 62 Deferred revenue ~= ......................................................................................... 62 ~ 63 Loans from officers, directors, trustees, and key employees '= 64 a Tax-exempt bond liabilities "~ .......................................................... 64a b Mortgages and other notes payable ....... STMT 5 .......... ' ................ i]]] 1,658,397. 64b 1, 872,721. 65 Other liabilities (describe · ) 65 0 · 66 Total liabilities (add lines 60 throu.qh 65) ........................................................... 2, 3 4 8, 8 1 5. 66 2, 6 13,6 ? 0. Organizations that follow SFAS 117, check here · I _,'( I and complete lines 67 through 69 and lines 73 and 74.  67 Unrestricted 2, 991 67 <660,381 > _ 68 Temporarily restricted 1 3 6,9 4 4 68 1 4 7,6 2 4 m 69 Permanently restricted ...................................................................................... 6, 079. 69 5,340. ~.., Organizations that do not follow SFAS 117, check here ~' r'--] and complete lines u. 70 through 74 ~ 70 Capital stock, trust principal, or current funds ......................................................... 70 ~ 71 Paid-in or capital surplus, or land, building, and equipment fund < 72 Retained earnings, endowment, accumulated income, or other funds ........................... 72 ~, 73 Total net assets or fund balances (add lines 67 through 69 OR lines 70 through 72; column (A) must equal line 19 and column (B) must equal line 21) ........................... 146, 014. 73 <507,417 .> c.._' 74~,~, :T°tal:,_~,_liabilities, .... and~,, net. assets.. / fund., balances (add lines 66 and 73) ............... 2,4 9 4, 8 2 9. 74 2,1 0 6,2 5 3 . 990 is available for public inspection and, for some people, serves as the primary or sole source of information about a particular organization. How the public perceives an organization in such cases may be determined by the information presented on its returh. Therefore, please make sure the return is complete and accurate and fully describes, in Part III, the organization's programs and accomplishments. 923021 Form 990 (1999) THE I Part VI I Other Information CENTER .;~,,'.'- ~ 23-1401568 Page .~ Yes No Did the organization engage in any activity not 76 77 Were any changes made in the organizing or govermn If "Yes," attach a conformed copy of the changes. 78 a Did the organization have unrelated business gross b If"Yes," has it filed a tax return on Form 990-T for 79 Was there a liquidation, dissolution, termination, If "Yes," attach a statement; 80 a Is the organization related (other than by association governing bodies, trustees, officers, etc., to a~ b If"Yes,"enter the name of the organization ~. 81 a Enter the amount of political expenditures, direct instructions for line 81 b Did the organization file Form 1120-POL for this ~ 82 a Did the organization receive donated services or th fair rental value? b If "Yes,' you may i~'i~ai;'il~; ~ai~J';'~i't~';e';i~'~S ................ expense in Part II. (See instructions for reporting in 83 a Did the organization comply with the public inspection re( b Did the organization comply with the disclosure req 84 a Did the organization solicit any contributions or gifts b If"Yes," did the organization include with every tax deductible? ............................................ 85 501(c)(4), (5), or (6) organizations, a Were subst b Bid the organization make only in-house lobbying If "Yes" was answered to either 85a or 85b, do not owed for the prior year. c Dues, assessments, and similar amounts from memt d Section 162(e) lobbying and political expenditures e Aggregate nondeductible amount of section 6033(e f Taxable amount of lobbying and political expenditures O Does the organization elect to pay the section 6033 h If section 6033(e)(1)(A) dues notice were sent, does allocable to nondeductible lobbying and political eXl 86 501(c)(7) organizations. Enter: a Initiation fees am b Gross receipts, included on line 12, for public use 87 501(c)(12) organizations. Enter: a Gross income from members or shareholders b Gross income from other sources. (Do not net amount against amounts due or received from them.). 88 At any time during the year, did the organization own or an entity disregarded as separate from the org If 'Tes," complete Part IX .......................... 89 a 501~c)(3) organizations. Enter: Amount of tax im~ section 4911 ~- 0,; section b 501(c)(3) and 501(c)(4) organizations. Did the or transaction during the year? If "Yes," attach a stat ,viousfy reported to the IRS? If"yes," attach a detailed description of each activity ............ 76 ~rning documents but not reported to the IRS? 77 s income of $1,000 or more during the year covered by this return? 78a this year? .................................................................................. .~/~ ......... 78b ~r substantial contraction during the year? 79 on with a statewide or nationwide organization) through common membership, ther exempt or nonexempt organization? .................................................................. 80a STEVENS HOUSING CORPORATION and check whether it is ] ~( ] exempt OR r ] nonexempt. r indirect, as described in the ~ar? .................................................................................................................. 81b X e use of materials, equipment, or facilities at no charge or at substantially less than 82a X ]ere. Do not include this amount as revenue Jn Part I or as an ~ Part "./ ...................................................... I ~2, I N/A :ion requirements for returns and exemption applications? ....................................... 83a X luirements relating to quid pro quo contributions? ................................................ 83b X s that were not tax deductible? 84a X ~citation an express statement that such contributions or gi~s were not ..................................................................................................... N/.A ......... :antially all dues nondeductible by members? ............. N/~ ......... 85a xpenditures of $2,000 or less? .................................... N/k ........ complete 85c through 85h below unless the organization received a waiver for proxy tax ~s ~5~ N/A 85d N/A )(1)(A) dues notices 85e N/A es (line 85d less 85e) ................. 85f N/A e) tax on the amount in 85f? ............................................................ ~/.~ ......... ; the organization agree to add the amount in 85f to its reasonable estimate of dues ~enditures for the following tax year? ....................... N/~ ..... 85h ~d capital contributions included on line 12 ............ 86a N/~ ~club facilities ................................................... 86b N/A ...................................................................... 87. N/A ~nts due or paid to other sources ...................................................................... 87b N/A ~ a 50% or greater interest in a taxable corporation or partnership, ~ation under Regulations sections 301.7701-2 and 30t7701-37 ...................................................... ?,~,~.,¥~. .................................................... 88 X )sed on the organization during the year under: )n 4912 ~ 0.; section 4955 ~ 0. ]anizadon engage in any section 4958 excess benefit ~nt explaining each transaction 89b g2R~41 c Enter: Amount of tax imposed on the organization managers or disqualified persons during the year under sections 4912, 4955, and 4958 d Enter: Amount of tax in 89c, above, reimbursed by the organization ................................................................................. l~ 0. 90 a List the states with which a copy of this return is filed ~' ~ b Number of employees employed in the pay period that includes March 12, 1999 ................................................................................. r9obt 137 91 lhe books are in care of ~"CORPORATION Telephone no. ~ (717)243-6033 Locatedat~ 33 STATE AVENUE, CARLISLE, PA ZIP+4 ~"17013 92 Section 4947(a)(l) nonexernpt chadtable trusts filing Forrn 990 in lieu of Form 1041-Check here ............................................................ ~- r-'--] and enter the amount of tax-exempt interest received or accrued during the tax ye_ar ....... ~' I 92 I N/A Form 990(1999) THE ~ ~i~! pENS CENTER [ Part IV-A J Reconciliation of Rev~"~'ue per Audited Part IV-B J Recon6~Jation of Expenses per Audited Financial Statements with Revenue per Financial Statements With Expenses per Return Return a Total revenue, gains, and other support a Total expenses and losses per [ per audited financial statements .................. ~ ai 5 ~ 2 5 2 ~ 0 ~ 8 · audited financial statements ~ a 5 9 0 5 4 b Amounts included on line a but not on b Amounts included on line a bu'~ ......... ' ' line 12, Form 990: Nne 17, Form 990: (1) Net unrealizedgains (1) Donated services and use of facilities... $_.. on investments ...... $ (2) Prior year adjustments (2) Donated services reported on line 20, and use of facilities ... $. Form 990 ............... $. (3) Recoveries of prior (3) Losses repealed on yea~ grants ............ $ line 20, Form 990 ... $. (4) Other (specie): (4) Other (specie): $ Add amounts on lines (1) through (4) ......... ~ b Add amounts on lines (1) through (4) ......... ~ b c Line a minus line b ................................. ~ c 5,252, 068. c Line a minus line b ................................ ~ c 5,905,4 d Amounts included on line 12, Form d Amounts included on line 17, Form 990 but not on line a: 990 but not on line a: (1) ;nvestment expenses (1) investment expenses not included on not inctuded on line 6b, Form 990 ... $ line 6b, Form 990 ... $ (2) Other (specify): (2) Other (specie): -$ $ Add amounts on lines (1) and(2) .......... ~ d Add amounts on lines (1) and(2} .............. ~ d e Total revenue per line 12, Form 990 e Total expenses per line 17, Form 990 (linec plus lined) .................. ~ e 5r 252,068. (linec plus lined) PR~ V I List of Offi~r~ nir~+~,~ T .... + ..... a v~.. ~ .......... ~j e 5, 9 0 5 , ~ , ,, s, y Employees (List each on even if not compensated.) (A) Name and address QAWRE~_~=_~%B~_ ................. JENNIFER STEIGELMAN MECHANICSBURG, PA Aqq ......... - ........ . (B) Title and average hours per week devoted to position PRES/CEO FULL TIME tO) Compensation j(D)Contributions to · ' e~ployee benefit (IfnotP. nal?, enter I plans&cie,erred ~'1 I compensation 86,254 / 6,536. 13,784. 58,630.! 75 IU P OF FINANCE LL TIME VP OF OPERATI FULL TIME PART TIME 2,723. 6,469. _Did aqy ?!ricer, d. ire, c!o,r, trustee, or..k.e.y ~e~ployee rec?v, aggregate compensation of more than $100,000 from your prgagizatio, and' all related (E) Expense accountand other allowances o Form 990(1999) THE S~ENS CENTER ' II Part VII I~,-, ,y ,^na'-s-'s of, ~- u ,g'ncome-'"ro"'"uc:n- Activities ~ 2 3 - 1 4 0 1 5 6 8 Page --nter gross amounts unless otherwise Unrelated business income Excluded by section 512. 513. or 514 ndicated. ~ (.A) (B) (C) (E) t~usmess Exc~u- (D) Related or exempt 93 Program service revenue: code Amount sion Amount function income code (a)MENTAL HEALTH AikTD 0. (b)DRUG AND ALCOHOL PROG 3,270,276. (c) (d) (e) (f) Medicare/Medicaid payments .............................. (g) Fees and contracts from government agencies ...... I, '7 3.5,2,1 0. 94 Membership dues and assessments 95 Interest on savings and temporary cash investments ................................................ 1 ~. 3,2 9 9. 96 Dividends and interest from securities ..................... 97 Net rental income or (loss) from real estate: (a) debt-financed property (b) not debt-financed property ................................ 98 Net rental income or (loss) from personal property ..... 99 Other investment income O0 Gain or (loss) from sales of assets other than inventory 01 Net income or (loss)from special events .................. O1 22,625. 02 Gross profit or (loss) from sales of inventory .......... 03 Other revenue: aMISCELLA/~EOUS INCOME 0l: 26,904. b EMPLOYEE ASSISTA~NCE I 03 25,350. 04 Subtotat (add cotumns (B), (D), anO (E)) .................. 0. 78 , 178 -i 5 ~ 005 486 105 TOTAL {add line 104, columns (B), (O), and (E)) ........................................................................................................... ~,. 5,0 8 3,6 6 4. Note: (Line 105 plus line ld, Part I. should equal the amount on line 12, Part I. Part VIiiI Relationship of Activities to the Accomplishment of Exempt Purposes Line No. Explain how each activity for which income is reported in column (E) of Part VII contributed importantly to the accomplishment of the organization's · exemptpurposes(otherthanbyprovidingfundsforsuchpurposes). 93A REVEATUE RELATED TO PROVIDING MENTAL HEALTH A_ND RELATED SERVICES 93G WHICH IS THE ORGANIZATIONS MISSION. Part IX I Information Regarding Taxable Subsidiaries (Complete this Part if the "Yes" box on 88 is checked.) Name, address, and employer identification Percentage of Nature of business activities Total income End-of-year number of corporation or partnership ownership interest assets N/A % % Please Under penalties of perjury, I declare that I have exam ned this return, including accompanying schedules and statements, and to the best of my know edge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which prec, arer has any knowledge. (Important: See General Instruction Sion Here Paid Preparer's Use 0nly ~ Signature of officer I ~' Type or print name and title Date signature self- employed · Firm's name (or yours if self-employed) · EIN · and address · /l ZIP + 4 · SCHEDULE A (Form 990) Department of the Treasury Inte~'nal Revenue Service Org~zation Exempt Under SectiC~501 (c)(3) (Except Private Foundation) and Section 501(e), 501(f), 501(k), 501(n), or Section 4947(a)(1) Nonexempt Charitable Trust Supplementary Information · MUST be completed by the above organizations and attached to their Form 990 or 990-EZ. OMB No. 1545-0047 1999 Name of the organization / Employer identification number THE STEVENS CENTER / 23~ 1401568 I Part I I Compensation of the Five Highest Paid Employees Other Than Officers, Directors, and Trustees (See instructions. List each one. If there'are none, enter "None.") la) Name and address of each employee paid lb) Title and average hours (d) Contributions t, (e) Expense employee benefit more than $50,000 per week devoted to lc) Compensation pans & deferred account and othe position compensation allowances R'rc~__Aa~_ ~_~_'v'_O_~; ..................... 37 DIR~.CTOR 59,962 Total number of other employees paid over $50,000 · 0 I Part II j Compensation of the Five Highest Paid Independent Contractors for Professional Services (See instructions. List each one (whether individuals or firms). If there are none, enter "None.") (a) Name and address of each independent contractor paid more than $50,000 (b) Type of service (c) Compensation ~_ _ H_E_~_N_Ly_ ........... _L_ou P_!C_C_H3_O_ ............... _D_O_13'~_ A_ _ D_A_V_I_S ................ Total number of others receiving over $50,000 for professional services ................................................ · 0 LHA For Paperwork Reduction Act Notice, see page 1 of the Instructions for Form 990 and Form 990-EZ. 923101 PSYCHIATRI ST SYCHIATRI ST PSYCHIATRIST 81,301. 63,128. 72,203. Schedule A (Form 990) 1999 Schedule A (Form 990) 1999 THE Sq~'ENS CENTER ~J 23-14:01568 Page2 Part III I Statements About Activities ~' Yes No During the year, has the organization attempted to influence national, state, or local legislation, including any attempt to influence public I opinion on a legislative matter or referendum'~ If "Yes," enter the total expenses paid or incurred in connection with the lobbying activites · $ Organizations that made an election under section 501(h) by filing Form 5768 must complete Part VI-A. Other organizations checking "Yes," must complete Part VI-B AND attach a statement giving a detailed description of the lobbying activities. During the year, has the oganization, either directly or indirectly, engaged in any of the following acts with any of its trustees, directors, officers, creators, key employees, or members of their families, or with any taxable organization with which any such person is affiliated as an officer, director, trustee, majority owner, or principal beneficiary: a Sale, exchange, or leasing of property? ...................................................................................................................................... 2a X b Lending of money or other extension of credit? c Furnishing of goods, services, or facilities? .................................................................................................................................... 2c X d Payment of compensation (or payment or reimbursement of expenses if more than $1,000)? ...S. EE...P. AR?...'~ ..... ~(~R['v~...9.9.o .... 2d X e Transfer of any part of its income or assets? ................................................................................................................................. 2e X If the answer to any question is "Yes," attach a detailed statement explaining the transactions. Does the organization make grants for scholarships, Iellowships, student loans, etc.? .......................................................................... 3 X a Do you have a section 403(b) annuity plan for your employees? 4a X b Attach a statement to explain how the organization determines that individuals or organizations receiving grants or loans from it in furtherance of its charitable programs qualify to receive 0ayments. (See instructions.) ~n Status (See instructions.) The organization is not a private foundation because it is: (Please check onlyONE applicable box.) 5 ~ A cllurch, convention of churches, or association of churches. Section 170(b)(1)(A)(i). 10 7 9 A school. Section 170(b)(1)(A)(ii). (Aisc complete Part V, page 4.) A hospital or a cooperative hospital service organization. Section 170(b)(1)(A)(iii). A Federal, state, or local government or governmental unit. Section 170(b)(1)(A)(v). A medical research organization operated in conjunction with a hospital. Section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state · An organization operated for the benefit of a college or university owned or operated by a governmental unit. Section 170(b)(1)(A)(iv). 11a 11b 12 (Aisc complete the Support Schedule in Part IV-A.) An organization that normally receives a substantial part of its support fror~ a governmental unit or from the general public. Section 170(b)(1)(A)(vi). (Aisc complete the Support Schedule in Part IV-A.) A community trust. Section 170(b)(1)(A)(vi). (Aisc complete the Support Schedule in Part IV-A.) An organization that normally receives: (1) more than 33 1/3% of its support from contributions, membership fees, and gross receipts from activities related to its charitable, etc., functions - subject to certain exceptions, and (2) no more than 33 1/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(a)(2). (Aisc complete the Support Schedule in Part IV-A.) An organization that is not controlled by any disqualified persons (other than foundatioq managers) and supporis organizations described in: (1) lines 5 through 12 above; or (2) section 501(c)(4), (5), or (6), if they meet the test of section 509(a)(2). (See section 509(a)(3).) Provide the following information about the supported organizations. (See page 4 of the instructions.) (a) Name(s) of supported organization(s) (b) Line number from above 14 I ~ An organization organized and operated to test for public safety. Section 509(a)(4). (See page 4 of the instructions.) Schedule A (Form 990) 1999 923111 SChedu e A (Form 990) 1999 Tf~R 53~%,.,-i~'ENS CENTER ~i'i Part IV-A Support Schedu e (Complain y if you checked a box on line 1 ~ 2 3 - 1 4, 0 1 5 6 8 Page 3 ' ' N .... 0, 11, or 12 abov~'L~lse cash method of accounting. gte. You may use the worksheet/n the Instructions for converb'nt ~ from the accrual to the cash/7 Calendar year (or fiscal year beginning in) .............................. 15 Gifts, grants, and contributions received. (Do not include unusual grants. See line 28.) .................................... 16 Membership fees received ......... 17 Gross receipts from admissions, merchandise sold or services performed, or furnishing of facilities in any activity that is not a busines unrelated to the organization's charitable, etc., purpose 22 23 24 25 ~'(a) 1998 (b) 1997 (c) 1996 (d) 1995 (e) Total 138,805. 138,643. 49,016. 144,206. 470,67( ~S S 4,063,761. 3,938,700. 4,228,562. 3,817,509. 16,048,532 3,259 · 2,696. 2,413. 6,860. 15,228 4,205,825. 4,080,039. 4,279,991. 3,968,575. 16,534,430. 142,064. 141,339. 51,429. 151,066. 485,898. 42 , 058 · 40 , 800 .i 42 , 800 . 39 , 686 . Ior11: a Enter 2% of amount Jn column (e), tine 24 ............................................ ·26a N/A blJc inspection) showing the name of and amount contributed by each person (other than a rted organization) whose total gifts for 1995 through 1998 exceeded the amount shown ! excess amounts .......................................................................................... · 26b N/A ;st: Enter line 24, column (e) ............................................................................. · 26c N/A nes: 18 19 22 26b · 26d N/A 6d total) ......................... ' ..... · 26e N/A ~ ....... .,,,~ ,~,,~,~.,~ ~,..:.;~';;;;i';'L"~ L':'~2'~;; ................................................... . 26 b 27 18 Gross income from interest, dividends, amounts received from payments on securities loans (sec- tion 512(a)(5)), rents, royalties, and unrelated business taxable income (less section 511 taxes) from businesses acquired by the organization after June 30, 1975. 19 Net income from unrelated business activities not included in line 18 20 Tax revenues levied for the organization's benefit and either pard to it or expended On ~ts behalf The value of services or facilities furnished to the organization by a governmental unit without charge. Do not include the value of services or facilities generally furnished to the public without charge ............ Other income. Attach a schedule, DO not mclude gan or (loss) from sale of capital assets Total of lines 15 through 22 Line 23 minus line 17 Enter 1% of line 23 Organizations described in lines 10 Attach a list (which is not open to governmental unit or publicly sup in line 26a. Enter the sum of all th c Total support for section 509(a)(1) d Add: Amounts from column (e) for e Public support (line 26c minus line 2 f Public support percentage (line 26e by (denominator)).. ~/A % Organizations described on line 12: a For amounts included in lines 15, 16, and 17 that were received from a "disqualified person," attach a list to show the name of, and total amounts received in each year from, each "disqualified person." Enter the sum of such amounts for each year. (1998) ............................ 0..~. (1997) ......... 0. (1996)_ .... ,,~; .............................. 0..~. (1995) ........................... b For any amount included in line 17 that was received from a nondisqualified person, attach a list to show the name of, and amount received for each year, that was more than thelarger of (1) the amount on line 25 for the year or (2) $5,000. (include in the list organizations described in lines 5 through 11, as well as individuals.) After computing the difference between the amount received and the larger amount decribed in (1) or (2), enter the sum of these differences (the excess amounts) for each year: (1998) ..... 0. (1997) ..................... 0.,. (1996) ......................... 0. (1995) 0. c Add: Amounts from column (e) for lines: 15 4?0,670. 16 17 16,048,532. 20 21 · d Add: Line 27a total ... 0. and line 27b total ..................... 0. · Z7cI .~7e 16,519,202. 0. 27d total) .................... · 1 6,519,2 0 2 e Public support (line 27c, total minus line '1 ....... f ~ta~supp~rt~sect~n5~9(a)(2)test:Ente~am~n~i;~i~;~.~;~.~i~i;i.~.~ 1 ~il ~'~ :~:~.'30. g Public support percentage (line 27e (numerator) divided by line 27f, (denominator)) .............................. · 9 9 · 9 0 7 9% h Investment income percentage (line 18 column (e) (numerator) divided by line 27f (denominator)) ....... · !7h i · 0 9 2 1°X,, 28 Unusual Grants: For an organization described in line 10, 11, or 12, that received any unusual grants during 1995 through 1998, attach list (which is not open to public inspection) for each year showing the name of the contributor, the date and amount of the grant, and a brief description of the nature of the grant. Do not include these grants in line 15. (See instructions.) NOLTE Schedule A (Form 990) 1999 THE SI~ENS CENTER ,:~i--~,?, I Part V I Private School Questi~'~-~ire .;~ 2 3 - 1 ~= 0 1 5 6 8 Page 4 ('To be completed ONLY by schools that checked the box on line 6 in Part IV ...................... / N/A 29 Does the organization have a racially nondiscriminatory policy toward students by statement in its charter, bylaws, other governing Yes No instrument or in a resolut on of ts overnin bcd ? I ' g g Y" .................................................................................................................... 29 30 Does the organization include a statement of its racially nondiscriminatory policy toward students in all its brochures, catalogues, and other written communications with the public dealing with student admissions, programs, and scholarships? 30 31 Has the organization publicized its racially non~iiscriminatory policy through newspaper or broadcast media during the period of solicitation for students, or during the registration period if it has no solicitation program, in a way that makes the policy known to all parts of the general community it serves'~ If "Yes," please describe; if "No," please explain. (If you need more space, attach a separate statement.) 32 Does the organization maintain the following: a Records indicating the racial composition of the student body, faculty, and administrative staf~ .......................................................... 32a b Records documenting that scholarships and other financial assistance are awarded on a racially nondiscriminatory basis? ............................................................................................................................................... 32b c Copies of all catalogues, brochures, announcements, and other written communications to the public dealing with student admissions, programs, and scholarships? ................................................................................................................................ 32c d Copies of all material used by the organization or on its behalf to so icit contributions? ........................... 32d If you answered "No" to any of the above, please explain. (If you need more space, attach a separate statement.) 33 Does the organization discriminate by race in any way with respect to: a Students' rights or privileges? 33a b Admissions policies? c Employment of faculty or administrative staff'~ .......... ' 33b (33c d Scholarships or other f nancial assistance? ............................................................................................................... 33d e Educational policies? 33e f Use of facilities? ............................................................................................................................................................33f g Ath eric programs? ........................................................................................................................................................ 33o h Other extracurricular activities? ..................................................................................................................................... 33h If you answered "Yes" to any of the above, please explain. (If you need more space, attach a separate statement.) 34 a Does the organization receive any financial aid or assistance from a governmental agency? ............................................................... 34a b Has the organization's right to such aid ever been revoked or suspended? ...................................................................................... 34b If you answered "Yes" to either 34a or b, please explain using an attached statement. 35 Does the organization certify that it has complied with the applicable requirements of sections 4.01 through 4.05 of Rev. Proc. 75-50, 1975-2 C.B. 587, covering racial nondiscrimination? If "No," attach an explanation ......................................................... 35 ....... ;'.. Schedule A (Form990 1999 g23131 Schedule A (Form 990) 1999 THE CENTER [ Part VI-AJ Lobbying Expenditur~,s~y Electing Public Charities (To be completed ONLY by an eligible organization that filed Form 5768) Check here b- a I I If the organization belongs to an affiliated group. 23-1401568 Page5 N/A Check here I~ b ~'] If you checked "a" above and "limited control" pro ' ' ply, Limits on Lobbying Expenditures (a) (b) To be completed for ALL (The term "expenditures" means amounts paid or incurred) Affiliated group totals electing organizations N/A 36 Total lobbying expenditures to influence public opinion (grassroots lobbying) ........................... 36 37 Total lobbying expenditures to influence a legislative body (direct lobbying) .............................. 37 38 Total lobbying expenditures (add lines 36 and 37) ............................................................... 38 39 0the~' exempt purpose expenditures ................................................................................. 39 40 Total exempt purpose expenditures (add lines 38 and 39) ................................................... 40 41 Lobbying nontaxable amount. Enter the amount from the following table - If the amount on line 40 is - The Iobbyin0 nontaxable amount is - Not over $500,000 ............................... 20% of the amount on line 40 .............................. - Over $500.000 but not over $1,000,OOO ......... $1OO,000 plus 15% of the excess over $500,000 Over $1,000,OOO but not over $1,500,OOO ........ $175,0OO plus 10% gl the excess over $1,000,000 ~ 41 Over $1,5OO,OOO but not over $17.OO0,OOO .... $225,000 plus 5% of the excess over $1,5OO,000 Over $17,000,000 .............................. $1,OO0,000 .............................................. ~ 42 Grassroots nontaxable amount (enter 25% of line 41) ........................................................ 42 43 Subtract line 42 from line 36. Enter -0- if line 42 is more than line 36 ...................................... 43 44 Subtract line 41 from line 38. Enter -0- if line 41 is more than line 38 ....................................... 44 Caution: If there is an amount on either line 43 or line 44, you rnust file Form 4720. 4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below, See the instructions for lines 45 through 50.) Lobbying Expenditures During 4-Year Averaging Period Calendar year (or (a) (b) (c) (d) (e) fiscal year beginning in) ~ 1999 1998 1997 1996 Total 45 Lobbying nontaxable amount ...................... 0, 46 Lobbying ceiling amount (150% of line 45(e)) 0 47 Total lobbying expenditures ............ 0. 48 Grassroots nontaxable amount ................. 0 · 49 Grassroots ceiling amount (150% of line 48(e)) ......... 0 50 Grassroots lobbying expenditures ............... O. ~:)~,,,-{. %11_1~ { I ,-.{~{,~,;~ A~4.;,,;~.,. l.... I~l~__l__~:__ ~-.,__,_,~ ~, ... Lobbying ¥ by Nonelecting Public Charities (For reporting only by organizations that did not complete Part VI-A) During the year, did the organization attempt to influence national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of: a Volunteers b Paid staff or management (include compensation in expenses reported on lines c through h) c Media advertisements d Mailings to members, legislators, or the public e Publications, or published or broadcast statements f Grants to other organizations for lobbying purposes .......................................................................................... g Direct contact with legislators, their staffs, government officials, or a legislative body. . ......... h Rallies, demonstrations, seminars, conventions, speeches, lectures, or any other means i Total lobbying expenditures (add lines c through h) ................................................ iiiiiiiiiiiiiiiiiiiiiii ................... If "Yes" to any of the above, also attach a statement giving a detailed description of the lobbying activities. ' .................. N/A Yes No Amount O, 923441 . . Schedule A (Form 990) 1999 Schedule A (Form 990} 1999 THE ~"t~:,;:~'~i"ENS CENTER ,,~':."%;'::~ ~.~:? 2 3 - 14 015 6 8 I Par[ V~ I Information Regarding ~nsfers'": ~- To and Transactions and Relati0hships With Nonohar|table Exempt Organizations Page 6 52 a b (a) L ne no. Did the reporting organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to polit ca organizations? Transfers from the reporting organization to a noncharitable exempt organization of:. (i} Cash (ii) Other assets ..................................................... Other transactions: (i) Sales of assets to a noncharitable exempt organization ............................................................................................................ (ii) Purchases of assets from a noncharitable exempt organization (iii) Rental of facilities or equipment (iv) Reimbursement arrangements (v) Loans or loan guarantees (vi) Performance of services or membership or fundraising solicitations Sharing of facilities, equipment, mailing lists, other assets, or paid employees ................................................................................ If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always indicate the fair market value of the goods, other assets, or services given by the reporting organization. If the organization received less than fair market value in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received: YesNo ,.5, la(i) a() X b(i) X b(ii) X b(iii) X b(iv) X b(v) X b(vi) X c lx N/A (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing Is the organization directly or indirectly affiliated with, or related to, one or more tax-exempt or anizations described in section 501 (c) of the Code (other than section 501(c)(3)) or in section 527? .................................................................................................... ~ ~ Yes If "Yes," complete the following schedule: ~/~ (a) (b) (c) Name of organization Type of organization Description of relationship arrangements E~ No Schedule A (Form 990) 1999 THE STEVENS CENTER 23-1401568 FORM 990 SPECIAL EVENTS AND ACTIVITIES STATEMENT 1 DESCRIPTION OF EVENT TO FM 990, PART I, LINE 9 GROSS CONTRIBUT. GROSS DIRECT NET RECEIPTS INCLUDED REVENUE EXPENSES INCOME 22,625. 22,625. 22,625. 22,625. 22,625. 22,625. FORM 990 STATEMENT OF ORGANIZATION'S PRIMARY EXEMPT PURPOSE PART III STATEMENT 2 EXPLANATION THE STEVENS CENTER IS A FREESTANDING MENTAL HEALTH CENTER PROVIDING SERVICES TP PROMOTE MENTAL HEALTH AND TREAT MENTAL ILLNESS FORM 990 NON-GOVERNMENT SECURITIES STATEMENT 3 DESCRIPTION VALUE METHOD MARKETABLE MKT VAL EQUITY SECURITY TO FM 990, LN 54 COL B CORPORATE CORPORATE STOCKS BONDS OTHER PUBLICLY TOTAL TRADED OTHER NON-GOV'T SECURITIES SECURITIES SECURITIES 1,540. 1,540. 1,540. 1,540. FORM 990 OTHER ASSETS STATEMENT 4 DESCRIPTION DEFERRED FINANCING FEES PERPETUAL TRUST HELD BY THIRD PARTIES PREPAID INSURANCE TOTAL TO FORM 990, PART IV, LINE 58, COLUMN B AMOUNT 33,620. 5,340. 796. 39,756. Form (~ev. Juns p~nt File ~gln~l ~a for ~l~g 31 NMS OF PA Fit CE ./~. ELL. IOTT.KEARHS 71]' ,~,'.1177 Application for Extension of Time To ~[le Certain Excise, Income, Information, and Oth~r Returns I~ FIl! I :siderite aPllllDallon ~r elah rl~ .~'n. i STEVENS HOUSING CORPORATION Numbs,'. Street. and room Dr ~ult~ no. (or P.O. box no. If mall is riot OeINered l0 slre,l ad(ires.s) STATE AVENUE PAGE P.O:~ OMB No. City, town, or ~ost o1~tce, ~{ate. :~d ZiP ¢ocie. For a loral~n address, see tnstrtlCtJ0n$, CARLISLEr PA 17013 ~t~ ~t u~e Form 573~ m m~e~t ~ ~slon of ~ ~ file Fo~ 1065. 1~6. or 1~1.' E~BRU~Y 15 2001 .~ ~ (c~eck on~ one): ~ Form 990-~L ~ Form 1041-A ~ Form 5~7 ~] Form If the organlzztlo~ does n~t h~ve ~n m~ or Omce ~ business b ~e United S~tes, chec~ ~t~ bm= .4. ................................................. ~ ~] For c~ienOar year __ ,orolber~x~arbs~lnnlng JUL i, 1999 ~e~dZg ~ 30~ 200~. if [hh lax y~ar ~S ~or {ess ~h~n 1~ mon~, checX reason: ~ ~n~al ~lurn ~ '~lntl ~rn ~ Chang, in l~ountln~ p~rlod Has zn extension o~ time to ~le been Dre,Jlous~ g~nteO 'or t~ls tax ye~r/ ...................................................................................... ~ Y~ ~ No S~at~ In detai~ w~,/yOU neeG tbs e~enslon INSUF:ICIENT ACCOL~TING DATA TO PRE~E ~ A~C~TE ~TURN. ~ this form I~ for ~o~ 70~-GS(D), 706-~S(T1, 99~BL, 9~-PF, gg0-T, 1~1 (estate), 1~2,112~N0~ 4~0, ~g, ~12.85] 3, 8725.8~04, or 8~31, on~r the mffiat~e ~x, ~ess any nonr~ndabl~ crod~. $ -- If tN9 ~ [~ for For~ 9~PF, g~0-T, 1041 (,~te}, 1042, or 8~4, e~er ~ny re~nOa0ie cre~s and: es~m3ted {3= payments ~sde Include any pr[or ya~r ove~y~ allowed ss a ~rad~ ................... ~ ..................................... ~ ~ Signature and Verlflo~i~ ~ Under ~n~Eit- of ~r~u~ [ dlC ~r~ ~nat I ~vo exgmingd thls form, Including acco~oanyJ~g schedu~s an~ statements, znd to ~e best cf ~ k~owlod9~ and ~lcs to ~pllc~- To ~ Completed by IRS ~ we HAVE aDPr~ved your eD~tl:~fl~n. Please ~ach [hl~ form to your rsturn. shown below 0r t~e 3us ag~e of your return (Including any pdor e~ens[ons). ~ grace pufl~ is ~sl~ereo a wl~ e~enslofl o1 lime for elections o~er~s~ required ~o be made on I ~ tatum, P~:o ~ ~ 1~ to your ~um. ~ W~ HAVE N~ approved your a~D cation, A~er pons der ng your ~sons s~te~ ~ Eom 4. ~ ~nn~ ~mn[ yeu~ reque,t a~ 8~ension of time to fie We are not g~anflng the lO.ay gra~ polled. 04 Otr~¢zor Ityou want a copy of this Jorm to bo returned fo an address other tn~n ~at s~o~ ~bovo, p~a~ emr ~ddrfl8 to whl~ ~t copy Name LHA ~ 3e41 For Plporworl Raductlo~ Act NotIDu, tae leplrltpt J~$tructlons. Form 27~, (RmL 5-~BI Form 2758 (Rev. June 1998) Deoarlm~t or the Treasury Internal Revenue Servme Application for Extension of Time To File Certain Excise, Income, Information, and Other Retums I~ File a separate application for each return. Please type or print. File the original and one copy by the due date for filing your return. Name THE STEVENS ~ENTER Number, street, and room or suite no. (or P.O. box no. if mail is not delivered to street address) 620 GERMANTOWN PIKE City, town, or post office, state, and ZIP code. For a foreign address, see instructions. LAFAYETTE HILL, PA 19444 0M8 No. 1545-0148 Employs' identification number 23 !1401568 ~--]Form 8612 r~']Form 8613 r-]Form 8725 [---]Form 8804 [----jForm 8831 Note: Corporate income tax tatum filers must use Form 7004 to request an extension of time to file. Partnerships, REM/CS, and trusts must use Form 8736 to request an extension of time to file Form 1065, 1066, or 1041. 1 I request an extension of time until MJ~.¥ 1.5 , 2 0 0 1 , to file (check only one): ~ Form 706-GS(D) I ~F0rm 990-T (sec.401(a) or 408(a) trust)-- I J Form 1120-ND (sec. 4951 taxes) ~ Form 706-GS(T) r-~ Form 990-T (trust other than above) r~l Form 3520-A ~ Form 990 or 990-EZ ~ Form 1041 (estate) ~ Form 4720 [-'-'] Form 990-BL [---] Form 10414 ~ Form 5227 ~ Form 990-PF ~ Form 1042 ~ Form 6069 it the organization does not have an office or place ot business in the United States, check this box .................................................... j[b~ ~ 2a For calendar year , or other tax year beginning JUL 1 / 19 9 9 and ending JUN 3 0 / 2 0 0 0 b If this tax year is for less than 12 months, check reason: 'L__.J Initial return ~-] Final return [ I Change in accounting period 3 Has an extension of time to file been previously granted for this tax year? ...................................................................................... ~-~ Yes 4 State in detail why you need the extension ADDITIONAL TIME IS REQUIRED TO GATHER THE INFORMATION NECESSARY TO PREPARE A COMPLETE AND ACCURATE TAX RETURN. ~ No 5a if this form is for Form 706-GS(D), 706-GS(T), 990-BL, 990-PF, 990-T, 1041 (estate), 1042, 1120-ND, 4720, 6069, 8612, 8613, 8725, 8804, or 8831, enter the tentative tax, less any nonrefundable credits ............................................. $ b II this form is for Form 990-PF, 990-T, 1041 (estate), 1042, or 8804, enter any refundable credits and estimated tax payments made. Include any prior year overpayment allowed as a credit ......................................................... $ c Balance due. Subtract line 5b from line Sa. Include your payment with this form, or deposit with FTD coupon Jf required ................................................................................................................................................. $ N/A Under it is true, correct, and complete; and that I am authorized to prepare this form. Signature.I~ "L ,-7-'/_--.,_~- '~ ~..~ .... Title ~- C ~ ~ FILE OR)~INAL(~pI~ 01~"~.O.p.Y: The IRS will show below whether or not your application is approved and will return the copy. ~e to ~pplic~n~- To Be Completed by IRS ~ We HA~ approved your appli~tion. Please a~ach this form to your return. Signature and Verification penalties of perjury, I declare that I have examined this form, including accompanying schedules and statements, and to the best of my knowledge and belier, ['~ We HAVE NOT approved your application. However, we have granted a lO-day grace period from the later of the date shown below or the due date of your return (including any prior extensions). This grace periodrLs, considered a valid extension of time for elections otherwise required to be ~de on a time~ return. Please a~ch this form to your return. ~ We HAVE NOT approved your application. ARer considering your reasons stated in item 4, we ~nnot grant your request for e~enson Df I e f le nr nt n t ~ lfl ~w r~ n~ q ~We Ca~ROI C, ~ Other: FOR FORMS 990PF, 990,990EZ, late of the return for which an extension was requested. LIND~, 990T, 990BL, 4720, 5227, 104lA, ac,~,; 6069, AND 8870 MUST FILE ~ US~G FO~ 8868. if you want Please Type or Print copy of this form to be returned to an address other than that shown above, please enter the address to which the copy sho{b. Name Number, street and room or suite no. (or P.O. box no. if mail is not delivered to street address) City, town, or post office, state, and ZIP code. For a foreign address, see instructions. THE STEVENS CENTER EIN: 23-1401568 FORM 990 FYE 6/30/2000 STATEMENT - DETAIL OF MORTGAGE AND NOTES PAYABLE Lender's Name: Original Amount: Balance Due: Date of Note: Maturity Date: Repayment Terms: Interest Rate: Security Provided by Borrower: Purpose of Loan: Waypoint Bank $150,000 $150,000 Various 8/31/00 Monthly payment of interest and principal 8.50% Accounts receivable, Contracts and Personal Property Lender's Name: Original Amount: Balance Due: Date of Note: Maturity Date: Repayment Terms: Interest Rate: Security Provided by Borrower: Purpose of Loan: Various $101,500 $101,500 Various On Demand Monthly payment of principal & interest Prime Plus 1/2% Unsecured The Stevens Center Form 990 EIN: 23-1401568 Fiscal Year Ended: 6130/00 Statement - Detail of Fixed Assets and Accumulated Depreciation Description Assets Balance Assets Balance 7/1/99 Additions Deletions Merged 6/30/00 Land Building Building Improvements Automobiles Equipment and Furniture Total 137,500 0 0 0 137,500 1,458,356 0 0 0 1,458,356 55,302 0 0 0 55,302 23,680 0 0 0 23,680 571,284 1,101 0 0 572,385 2,246,122 1,101 0 0 2,247,223 Description Accumulated Depreciation Balance Balance 7/1/99 Additions Deletions 6/30/00 Building Building Improvements Automobiles Residential Furniture Total Expense Depreciation Prior Adjustment Total 277,861 35,059 0 312,920 32,681 2,911 0 35,592 22,768 365 0 23,133 534,242 21,869 0 556,111 867,552 60,20~' 0 927,756 60,204 13 60,217 Statement diversion of charitable assets from, or the violation of, any charitable objects or trust purpose for which any such property or assets may have been given, granted, devised or dedicated, and no special order under 15 Pa. C.S.A. Section 5547 (b) is required. 7. This Court further concludes that the Plan of Division as described in the Petition and in the Agreement and Plan attached to the Petition, and subsequent use of charitable assets by New Corporation is hereby approved and ratified. 8. This Court further concludes that Petitioner and the other parties to the Division are hereby authorized to execute such documents and to take such actions as may be necessary or desirable to fully and finally consummate the transactions contemplated in the Petition and Plan of Division. 9. As described in the Petition, in determining to enter into the Plan of Division and in negotiating, documenting and executing the Agreement and Plan, the Boards of Dividing Corporation and Surviving Corporation have properly exercised their fiduciary duties under the Nonprofit Law and the PEF Code. 10. After all requirements and obligations of the Agreement and Plan have been satisfied, all remaining assets which may be held by Surviving Corporation shall continue to be used by New Corporation for the same charitable uses and purposes for which the assets were authorized to be used prior to this transaction. NOW, THEREFORE, it is ordered and decreed that the Agreement and Plan and the associated documents and agreements, and the Plan of Division and the ultimate use of charitable assets, which contemplates, among other things, the division of Dividing Corporation and transfer of assets to New Corporation, which is subsequently acquired by NHS, does not constitute the division of charitable property and, notwithstanding such, is hereby approved and ratified. This Court retains continuing jurisdiction over the parties, who shall file reports and accounts with this Court at such time and in such form as this Court may direct. BY THE COURT 05/30/01/SL1 170380v2/02098.003 Honorable George E. Hoffer, President Judge F:WILES~DATAFILE\Gendoe.cur~77361 -OrplmnsCourtPetition(Drafi ~hg. Word).doe 7736.1 NORTHWESTERN HUMAN SERVICES OF PENNSYLVANIA, INC., a Pennsylvania nonprofit corporation, and HSC RESIDUARY CORPORATION, a Pennsylvania nonprofit corporation, successors by a Plan of Division of THE STEVENS CENTER, a Pennsylvania nonprofit corporation, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION No. PETITION CONFIRMING THE NON- DIVERSION OF CHARITABLE PROPERTY AND/OR TO APPROVE TRANSFER OF PROPERTY AND CHARITABLE USE OF NONPROFIT CORPORATION ASSETS PURSUANT TO AGREEMENT AND PLAN OF DIVISION, REORGANIZATION AND ACQUISITION Filed on behalf off Northwestem Human Services of Pennsylvania, Inc., and HSC Residuary Corporation, successors by a Plan of Division of The Stevens Center, Ivo V. Otto III, Esquire Pa. I.D. No. 27763 MARTSON DEARDORFF WILLIAMS & OTTO Ten East High Street Carlisle, PA 17013 (717) 243-3341 COUNSEL TO HSC RESIDUARY CORPORATION Joseph T. Kelley, Jr., Esquire Pa. I.D. No. 02400 KELLEY AND MURPHY Union Meeting Corporate Center V 1628 Pine Street Philadelphia, PA 19103 (267) 23S-1300 COUNSEL TO NORTHWESTERN HUMAN SERVICES OF PENNSYLVANIA, INC. NORTHWESTERN HUMAN SERVICES OF PENNSYLVANIA, INC., a Pennsylvania nonprofit corporation, and HSC RESIDUARY CORPORATION, a Pennsylvania nonprofit corporation, successors by a Plan of Division of THE STEVENS CENTER, a Pennsylvania nonprofit corporation, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION No. PETITION CONFIRMING THE NON- DIVERSION OF CHARITABLE PROPERTY AND/OR TO APPROVE TRANSFER OF PROPERTY AND CHARITABLE USE OF NONPROFIT CORPORATION ASSETS PURSUANT TO AGREEMENT AND PLAN OF DIVISION, REORGANIZATION AND ACQUISITION PETITION CONFIRMING THE NON-DIVERSION OF CHARITABLE PROPERTY AND/OR TO APPROVE THE TRANSFER OF PROPERTY AND CHARITABLE USE OF NONPROFIT CORPORATION ASSETS PURSUANT TO AN AGREEMENT AND PLAN OF DIVISION, REORGANIZATION AND ACQUISITION IN ACCORDANCE WITH 20 PA.C.S.A. § 711(21) AND CHAPTER 59 OF THE PENNSYLVANIA NONPROFIT CORPORATION LAW AND NOW, comes STEVENS CENTER predecessor in interest to and reorganized as HSC RESIDCUARY CORPORATION ("Petitioner" Pennsylvania nonprofit corporation, by and through its and "Surviving Corporation"), a counsel, MARTSON DEARDORFF WILLIAMS & OTTO, and files this Petition Confirming the Non-Diversion of Charitable Property and/or to Approve the Transfer and Charitable Use of Nonprofit Corporation Assets Pursuant to an Agreement and Plan of Division, Reorganization and Acquisition in Accordance 1 with 20 Pa.C.S.A. Section 711(21) and Chapter 59 of the Pennsylvania Nonprofit Corporation Law, and NORTHWESTERN HUMAN SERVICES OF PENNSYLVANIA, INC., a Pennsylvania nonprofit corporation, by and through its counsel, KELLEY AND MURPHY, joins as a co-petitioner in said Petition, and in support thereof, aver as follows: HSC Residuary Corporation ("Petitioner") seeks this Honorable Court's approval of a transfer of certain assets and liabilities to Northwestern Human Services of Pennsylvania, Inc. ("NHS"), through an Agreement and Plan of Division, Reorganization and Acquisition, whereby Stevens Center ("Dividing Corporation") divided into two separate corporate entities - HSC Residuary Corporation ("Surviving Corporation") and the Stevens Center ("New Corporation") - and NHS acquired the New Corporation for the continued provision of mental health services in Carlisle and Cumberland County, and Dividing Corporation reorganized itself as Surviving Corporation, and New Corporation shall continue to utilize the assets acquired pursuant to the Agreement and Plan of Division, Reorganization and Acquisition for the charitable purposes to which said assets currently are dedicated. PARTIES 1. Petitioner is a Pennsylvania nonprofit, nonstock corporation with a registered address of 33 State Avenue, Carlisle, Pennsylvania 17013. 2. Petitioner is the successor in interest by a series of mergers and acquisitions to the "Welfare Association of Carlisle," and was originally organized on March 15, 1932, as a Pennsylvania nonprofit corporation, under the act of April 29, 1874, P.L. 73, No. 32, known as the Corporation Act of 1874. A true and correct copy of Petitioner's original Articles of Incorporation is attached hereto as Exhibit "A" and is incorporated herein by reference. Petitioner's Board of Directors is a community-based, volunteer board, which controls its affairs. 3. Petitioner has been recognized by the Internal Revenue Service ("IRS") as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (hereafter referred to as the "Code") and as a publicly supported organization under Section 509(a) of the Code. Pursuant to its articles of incorporation, Petitioner is organized and operated exclusively for broad charitable purposes within the meaning of Section 501(c)(3) of the Code, and in furtherance of these purposes, but not in limitation thereofi "To relieve the poor, heal the sick; aid the distressed and helpless; to supply food, fuel, clothing, medicine and other necessities to those unable to provide for themselves; to establish and maintain places of asylum and refuge for the care and support of children, and sick, wounded, infirm, and aged persons unable to support themselves, and for such purposes to rent, lease, release, acquire, own and sell real estate and premises; and to receive and distribute, devise, bequest, and donations of real and personal property and money for the foregoing purposes." A copy of Petitioner's IRS Determination Letter is attached hereto as Exhibit "B" and is incorporated herein by reference. 4. Petitioner is licensed under the laws of the Commonwealth of Pennsylvania to provide mental health care and related services. 5. Petitioner is organized on a non-stock basis and has no members. The business, property and affairs thereof are managed and controlled by its volunteer Board of Directors. 3 6. NHS is a nonprofit corporation organized under the Pennsylvania Nonprofit Corporation Law of 1988, as amended, with an address of 1320 Linglestown Road, Harrisburg, Pennsylvania 17110, and is organized for the purpose of "directly or indirectly, through one or more subsidiaries or affiliates, to raise funds for and otherwise support, maintain, acquire, establish, conduct and operate facilities and programs for the housing, caring for, treating, attempting to cure and curing persons regardless of race, creed, color or ability to pay, suffering from and affected by, mental health/mental retardation problems or illnesses, or any other affliction or disease which the Board of Directors may from time to time consider necessary to treat." NHS is also incorporated to engage in and do any other lawful acts concerning any and all lawful business for which corporations may be incorporated under the Pennsylvania Nonprofit Corporation Law of 1988, as amended. A true and correct copy of NHS's Articles of Incorporation is attached hereto as Exhibit "C" and is incorporated herein by reference. JURISDICTION This Court has jurisdiction over this Petition and the proposed division, reorganization and transfer of assets and liabilities pursuant to the following: 7. Sections 5547 (a) and (b) of the Pennsylvania Nonprofit Corporation Law of 1988, as amended (the "Nonprofit Law"), 15 Pa. C.S.A. §§ 5547 (a) and (b), provide as follows: § 5547. Authority to take and hold trust property. (a) General rule. - Every nonprofit corporation incorporated for a charitable purpose or purposes may take, receive and hold such real and personal property as may be given, devised to, or 4 otherwise vested in such corporation, in trust, for the purpose or purposes set forth in its articles. The board of directors or other body of the corporation shall, as trustees of such property, be held to the same degree of responsibility and accountability as if not incorporated, unless a less degree or a particular degree of responsibility and accountability is prescribed in the trust instrument, or unless the board of directors or such other body remain under the control of the members of the corporation or third persons who retain the right to direct, and do direct, the actions of the board or other body as to the use of the trust property from time to time. (b) Nondiversion of certain property. - Property committed to charitable purposes shall not, by any proceeding under Chapter 59, [15 Pa. C.S.A. §5901 et seq.] (relating to fundamental changes) or otherwise, be diverted from the objects to which it was donated, granted or devised, unless and until the board of directors or other body obtains from the court an order under 20 Pa. C.S.A. Ch. 61, [20 Pa. C.S.A. § 6101 et seq.] (relating to estates) specifying the disposition of the property. as follows: 8. Section 5930 (a) of the Nonprofit Law, 15 Pa. C.S.A. § 5930 (a), provides § 5930. Voluntary transfer of corporate assets (a) General rule. A nonprofit corporation shall not sell, lease away or exchange all, or substantially all, its property and assets, with or without good will, unless and until a plan of sale, lease or exchange of assets with respect thereto shall have been adopted by the corporation in the manner provided in this subchapter with respect to the adoption of a plan of merger. In order to make effective any plan of sale, lease or exchange of assets so adopted it shall not be necessary to file any articles or other document in the Department of State, but the corporation shall comply with the requirements of section 5547(b) (relating to nondiversion of certain property). part, as follows: Section 5957 of the Nonprofit Law, 15 Pa. C.S.A. § 5957, provides, in § 5957. Effect of division. (a) Multiple resulting corporations. - Upon the division becoming effective, the dividing corporation shall be subdivided into the distinct and independent resulting corporations named in the plan of division and, if the dividing corporation is not to survive the division, the existence of the dividing corporation shall cease. The resulting corporations, if they are domestic nonprofit corporations, shall not thereby acquire authority to engage in any business or exercise any right that a corporation may not be incorporated under this subpart to engage in or exercise. Any resulting foreign nonprofit corporation that is stated in the articles of division to be a qualified foreign nonprofit corporation shall be a qualified foreign nonprofit corporation under Article C (relating to foreign nonprofit corporations), and the articles of division shall be deemed to be the application for a certificate of authority and the certificate of authority issued thereon of the corporation. (b) Property rights; allocations of assets and liabilities. - (1) Except as otherwise provided by order, if any, obtained pursuant to section 5547(b) (relating to nondiversion of certain property): (i) All the property, real, personal and mixed, and franchises of the dividing corporation, and all debts due on whatever account to it, including subscriptions for membership and other choses in action belonging to it, shall, to the extent allocations of assets are contemplated by the plan of division, be deemed without further action to be allocated to and vested in the resulting corporations on such a manner and basis and with such effect as is specified in the plan, or per capita among the resulting corporations, as tenants in common, if no specification is made in the plan, and title to any real estate, or interest therein, vested in any of the corporations shall not revert or be in any way impaired by reason of the division. (ii) Upon the division becoming effective, the resulting corporations shall each thenceforth be responsible as separate and distinct corporations only for such liabilities as each corporation may undertake or incur in its own name, but shall be liable for the liabilities of the dividing corporation in the manner and on the basis provided in paragraphs (4) and (5). 6 (iii) Liens upon the property of the dividing corporation shall not be impaired by the division. (iv) To the extent allocations of liabilities are contemplated by the plan of division, the liabilities of the dividing corporation shall be deemed without further action to be allocated to and become the liabilities of the resulting corporations on such a manner and basis and with such effect as is specified in the plan; and one or more, but less than all, of the resulting corporations shall be free of the liabilities of the dividing corporation to the extent, if any, specified in the plan, if in either case: (A) no fraud on members without voting rights or violation of law shall be effected thereby; and (B) the plan does not constitute a fraudulent transfer under 12 Pa. C.S. Ch. 51 (relating to fraudulent transfers). (v) If the conditions in subparagraph (iv) for freeing one or more of the resulting corporations from the liabilities of the dividing corporation or for allocating some or all of the liabilities of the dividing corporation are not satisfied, the liabilities of the dividing corporation as to which those conditions are not satisfied shall not be affected by the division nor shall the rights of creditors thereunder be impaired by the division and any claim existing or action or proceeding pending by or against the corporation with respect to those liabilities may be prosecuted to judgment as if the division had not taken place, or the resulting corporations may be proceeded against or substituted in place of the dividing corporation as joint and several obligors on those liabilities, regardless of any provision of the plan of division apportioning the liabilities of the dividing corporation. (2) It shall not be necessary for a plan of division to list each individual asset or liability of the dividing corporation to be allocated to a new corporation so long as those assets and liabilities are described in a reasonable manner. (3) Each new corporation shall hold any assets and liabilities allocated to it as the successor to the dividing corporation, and those assets and liabilities shall not be deemed to have been 7 assigned to the new corporation in any manner, whether directly or indirectly or by operation of law. (c) Taxes. - Any taxes, interest, penalties and public accounts of the Commonwealth claimed against the dividing corporation that are settled, assessed or determined prior to or after the division shall be the liability of any of the resulting corporations and, together with interest thereon, shall be a lien against the franchises and property, both real and personal, of all the corporations. Upon the application of the dividing corporation, the Department of Revenue, with the concurrence of the Office of Employment Security of the Department of Labor and Industry, shall release one or more, but less than all, of the resulting corporations from liability and liens for all taxes, interest, penalties and public accounts of the dividing corporation due to the Commonwealth for periods prior to the effective date of the division, if those departments are satisfied that the public revenues will be adequately secured. (d) Articles of surviving corporation. - The articles of incorporation of the surviving corporation, if there be one, shall be deemed to be amended to the extent, if any, that changes in its articles are stated in the plan of division. (e) Articles of new corporations. - The statements that are set forth in the plan of division with respect to each new domestic nonprofit corporation and that are required or permitted to be set forth in restated articles of incorporation of corporations incorporated under this subpart, or the articles of incorporation of each new corporation set forth therein, shall be deemed to be the articles of incorporation of each new corporation. (f) Directors and officers. - Unless otherwise provided in the plan, the directors and officers of the dividing corporation shall be the initial directors and officers of each of the resulting corporations. (g) Disposition of memberships. - Unless otherwise provided in the plan, the memberships and other securities or obligations, if any, of each new corporation resulting from the division shall be distributable to: (1) the surviving corporation if the dividing corporation survives the division; or (2) the members of the dividing corporation pro rata in any other case. 10. Section 6110(a) of the Probate, Estates and Fiduciary Code (the "PEF Code"), 20 Pa. C.S.A. § 6110(a), provides, in part, as follows: follows: § 6110. Administration of charitable interests. (a) General rule. Except as otherwise provided by the conveyor, if the charitable purpose for which an interest shall be conveyed outright or in a testamentary or inter vivos trust shall be or become indefinite or impossible or impractical of fulfillment, or if it shall not have been carded out for want of a trustee or because of the failure of a trustee to designate such purpose, the court may, on application of the trustee or of any interested person or of the Attorney General, after proof of notice to the Attorney General when he is not the petitioner, order an administration or distribution of the interest for a charitable purpose in a manner as nearly as possible to fulfill the intention of the conveyor, whether his charitable intent be general or specific. 11. Section 711 (21) of the PEF Code, 20 Pa. C.S.A. § 711 (21) provides as § 711. Mandatory exercise of jurisdiction through orphans' court division in general. Except as provided in section 712 (relating to nonmandatory exercise of jurisdiction through orphans' court division) and section 713 (relating to special provisions for Philadelphia County), the jurisdiction of the court of common pleas over the following shall be exercised through its orphans' court division: (21) Nonprofit corporations. The administration and proper application of funds awarded by an orphans' court or an orphans' court division to a nonprofit corporation 9 heretofore or hereafter organized under the laws of the Commonwealth of Pennsylvania for a charitable purpose at the direction of the orphans' court or orphans' court division or at the direction of a settlor or testator of a trust or estate, jurisdiction of which is exercised through the orphans' court division except as the administrative, presiding or president judge of such division disclaims the exercise of future jurisdiction thereof. 12. Rule 2156 of the Pennsylvania Rules of Judicial Administration, relating to the Distribution of Business Within Courts of Common Pleas, provides, in part, as follows: Rule 2156. Orphans' Court Division. In addition to other matters which by law are to be heard and determined by the orphans' court division of a court of common pleas, the division shall hear and determine the following matters: (1) Nonprofit Corporations. The administration and proper application of property committed to charitable purposes held or controlled by any domestic or foreign nonprofit corporation and all matters arising under Title 15 of the Pennsylvania Consolidated Statutes (relating to corporations and unincorporated associations) or otherwise where is drawn in question the application, interpretation or enforcement of any law regulating the affairs of nonprofit corporations holding or controlling any property committed to charitable purposes, or of the members, security holders, directors, officers, employees or agents thereof, as such. "Property committed to charitable purposes" means all property committed to the relief of poverty, the advancement of education, the advancement of religion, the promotion of health, governmental or municipal purposes, and other purposes the accomplishment of which is beneficial to the community, except that the term does not include the property of any inter vivos trust jurisdiction of which was acquired by the court of common pleas prior to January 1, 1969 unless the president judge of the court orders the matter to be heard and determined in the orphans' court division. 10 13. Pursuant to the foregoing statutes and rule, this Honorable Court has jurisdiction over this Petition and the division, reorganization and transfer of Dividing Corporation's assets and liabilities. 14. Petitioner and New Corporation assert that the corporate reorganization contemplated and effected by the Agreement and Plan of Division, Reorganization and Acquisition does not require the Honorable Court's approval to be effective since there is no diversion of property committed to charitable purposes. 15 Pa. C.S.A. §§ 5547 (b) and 5930 (a); and Petitioner herewith seeks the Court's confirmation and/or declaration of such. To the extent this Honorable Court disagrees with such, Petitioner seeks the transaction. 15. Court's approval of said VENUE Section 726 of the PEF Code, 20 Pa. C.S.A. § 726, provides as follows: § 726. Venue of nonprofit corporations. Except as otherwise prescribed by general rules, in exercising the jurisdiction of the court over the property or affairs of a domestic or foreign nonprofit corporation, the venue shall be in the county where the registered office of the corporation is located or deemed to be located for venue purposes or, in the absence of a registered office within this Commonwealth, in a county where any property held or controlled by the nonprofit corporation is located. 16. Accordingly, venue of this Petition is properly in Cumberland County, Pennsylvania because the registered office of Petitioner is located in Carlisle, Cumberland County, Pennsylvania. 11 BACKGROUND CONCERNING THE DIVISION~ REORGANIZATION AND ACQUISITION 17. Petitioner was originally formed on March 15, 1932, under the Corporation Act of 1874, and was known as "Welfare Association of Carlisle." 18. Petitioner was formed to provide mental health and related services to the communities of Carlisle and Cumberland County. 19. New Corporation is a wholly owned non-profit subsidiary on NHS. New Corporation was formed on November 16, 2000 and is organized under the Pennsylvania Nonprofit Corporation Law of 1988, as amended, with a registered address of 1320 Linglestown Road, Harrisburg, PA 17110. New Corporation is organized on a non-stock basis and has no members. The business property and affairs of New Corporation are managed and controlled by its Board of Directors. New Corporation was formed to provide persons, including minors, suffering from mental illness or retardation with mental health and related services designed to meet their physical, social and psychological needs and to promote their health, security, happiness and usefulness and to promote and foster affordable housing. New Corporation has and will serve exclusively the communities of Carlisle and Cumberland County. A copy of the roster of New Corporation's Board of Directors is attached hereto as Exhibit "D" and is incorporated herein by reference. 20. On or about September 20, 2000, as a result of financial difficulties making it impossible for Petitioner to continue providing mental health and related services to the communities of Carlisle and Cumberland County, the Boards of Directors of Petitioner and 12 NHS concluded that in order to preserve and maintain the facilities owned by Petitioner and continue the provision of mental health and related services to the communities of Carlisle and Cumberland County, it would be beneficial to enter into a Management Agreement and Commercial Lease Agreement, pursuant to which the parties shared responsibility for maintaining the facilities and NHS undertook the obligation of continuing to provide mental health and related services to the communities of Carlisle and Cumberland County. A true and correct copy of the Management and Commercial Lease Agreements is attached hereto as Exhibit "E" and is incorporated herein by reference. 21. The Board of Directors of Petitioner and NHS reviewed and discussed such evidence of these financial difficulties at various meetings in September 2000 and October 2000. As indicated on Internal Revenue Code Form 990 (Return of Organization Exempt from Income Tax) filed by Petitioner for the 1998 Tax year (beginning July 1, 1998, and ending June 30, 1999), Petitioner had assets of $2,494,829.00, as of June 30, 1999, and total liabilities of $2,348,815.00, as of June 30, 1999. Furthermore, as indicated on Internal Revenue Code Form 990 (Return of Organization Exempt from Income Tax) filed by Petitioner for the 1999 Tax year (beginning July 1, 1999, and ending June 30, 2000), Petitioner had assets of $2,106,253.00, as of June 30, 2000, and total liabilities of $2,613,670.00, as of June 30, 2000. True and correct copies of the Petitioner's Form 990 for Tax year 1998 & 1999 are attached hereto as Exhibit "F" and Exhibit "G", respectively, and are incorporated herein by reference. 22. On or about November 16, 2000, as a result of these ongoing financial difficulties and in order to maintain the facilities owned by Petitioner and to ensure the continuous provision of mental health services to the communities of Carlisle and Cumberland 13 County, the Board of Directors of Petitioner and NHS determined that it was desirable to enter into and execute an Agreement and Plan of Division, Reorganization and Acquisition (hereinafter referred to as the "Agreement and Plan"). A true and correct copy of the Agreement and Plan is attached hereto as Exhibit "H" and is incorporated herein by reference. 23. The Agreement and Plan was approved by the Board of Directors of Petitioner on November 16, 2000, and the Board of Directors of NHS on October 5, 2000, respectively. PLAN OF DIVISION AND REORGANIZATION 24. Pursuant to the terms of the Agreement and Plan, Petitioner's predecessor, Dividing Corporation, reorganized and divided into two (2) separate and distinct nonprofit corporations: (i) Stevens Center (also referred to herein as "New Corporation") and (ii) HSC Residuary Corporation (also referred to herein as "Surviving Corporation") with the acquisition of the New Corporation by NHS and Dividing Corporation's reorganization as Surviving Corporation occurring immediately subsequent to such division. True and correct copies of the Petitioner's Articles of Division and the New Corporation's Articles of Incorporation are attached hereto as Exhibit 'T' and Exhibit "J", respectively, and are incorporated herein by reference. 25. Pursuant to the Agreement and Plan, certain tax free debt and related assets of Dividing Corporation would be held by the Surviving Corporation until the New Corporation obtains a final determination letter from the Internal Revenue Service recognizing New Corporation as an organization exempt from federal taxation under Section 501(c)(3) of the 14 Code. Until such time, the New Corporation will maintain and operate Dividing Corporation's facilities and continue providing uninterrupted mental health and related services to the communities of Carlisle and Cumberland County pursuant to the Agreement and Plan. 26. Pursuant to the terms of the Agreement and Plan, the New Corporation assumed certain assets of Dividing Corporation (hereinafter, the "Acquired Assets"), and assumed certain specified liabilities of Dividing Corporation (hereinafter, the "Acquired Liabilities"), and New Corporation will be acquired by NHS with said Acquired Assets and Acquired Liabilities. 27. The Acquired Assets generally included the following: (a) all names, trade names, service and trademarks, patents and copyrights, and similar intellectual property; (b) all accounts receivable, inventories and supplies; (c)all contracts with any and all local, county, state, federal and/or private sector person or entity wherein Dividing Corporation provides services; (d) all insurance policies and contracts; (e) all Leases for Real Estate whether Dividing Corporation is lessor and/or lessee; (f) all bank accounts, cash and certificates of deposit; (g) all property, plant, equipment, supplies, furnishings, and personalty of any nature, whether tangible or intangible; (h) all licenses, permits, filings, certificates, accreditations, and franchises with respect to the operation of Dividing Corporation; (i) all real estate and improvements located at 33 State Avenue, Carlisle, PA 17013, and 4648 East Pomfret Street, Carlisle, PA 17013; (j) all prepaid expenses; and (k) all other assets as set forth in the Agreement and Plan, including those in Exhibit "A" of the Agreement and Plan. 28. The Acquired Liabilities generally included the following: (a) certain liabilities, trade creditors and accounts payable set forth in Schedule 5.05(B) in the Agreement 15 and Plan; (b) the obligations of Manufacturers and Traders Trust Company, formerly known as Keystone Financial Bank, N.A., as provided in the Agreement and Plan; (c) the obligations of Waypoint Bank, formerly known as Harris Bank, as provided in the Agreement and Plan; and (d) all other liabilities as set forth in the Agreement and Plan, including those in Exhibit "B" of the Agreement and Plan. The New Corporation assumed these liabilities of Dividing Corporation subsequent to the division of Dividing Corporation and acquisition of New Corporation by NHS. 29. The excluded and non-assumed assets and liabilities of Dividing Corporation consisted of the following: (a) all assets of Dividing Corporation not included on Exhibit "A" of the Agreement and Plan, including, without limitation, the safe deposit box(es) and related contents; (b) Tax Free Debt and Related Assets until the issuance of the IRS Determination letter to New Corporation, which occurred on April 12, 2001; (c) all liabilities of Dividing Corporation not included on Exhibit "B" of the Agreement and Plan, including (i) claims of Dr. Lawrence Haber; (ii) any possible wage and hour claims of relevant employees or past employees and/or the government (federal, state, county, local) and/or any entity to which Dividing Corporation provided services; (iii) any possible partial hospitalization claim of the OIG of Health and Human Services, OIG of the Commonwealth of Pennsylvania, the Department of Justice of the United States; and (iv) any and all successor liability. 30. To the best of Surviving Corporation's knowledge, information, and belief any and all liabilities that Surviving Corporation retained have either been discharged or adequate resources exist in an escrow account to satisfy any remaining liabilities. 31. As a result, on the effective date of Reorganization as provided in the Agreement and Plan, the Acquired Assets and Acquired Liabilities enumerated in the Agreement 16 and Plan became the assets and liabilities of the New Corporation. Thereby, complete and final vesting of all Acquired Assets and Acquired Liabilities occurred on April 12, 2001, when the New Corporation obtained a final determination letter from the IRS recognizing it as an organization exempt from federal taxation under Section 501(c)(3) of the Code. A true and correct copy of the April 12, 2001 IRS Determination Letter is attached hereto as Exhibit "K" and is incorporated herein by reference. 32. Also as of the effective date of Reorganization as provided in the Agreement and Plan, the New Corporation has maintained Dividing Corporation's facilities and continues to provide uninterrupted mental health and related services to the communities of Carlisle and Cumberland County. Despite the foregoing, the New Corporation continues to operate at a loss. As indicated on Internal Revenue Service Form 990 (Return of Organization Exempt from Income Tax) filed by the New Corporation for the 2000 Tax year (beginning November 16, 2000, and ending June 30, 2001), the New Corporation has assets of $1,711,293.00, as of June 30, 2001, and total liabilities of $1,817,888.00, as of June 30, 2001. A tree and correct copy of the New Corporation's Form 990 is attached hereto as Exhibit "L" and is incorporated herein by reference. 33. On the effective date of Reorganization as provided in the Agreement and Plan, the Board of Directors of Dividing Corporation became the Board of Directors of the Surviving Corporation, which according to its bylaws is self perpetuating, and a new Board of Directors was appointed to the New Corporation according to its bylaws. 34. Dividing Corporation, after careful and thorough consideration of its financial condition and its furore ability to continue providing mental health services to the 17 communities of Carlisle and Cumberland County, believed it was in the best interest of the communities and its charitable mission to enter into the arrangement contemplated by the Agreement and Plan, and further believed that this arrangement will not result in a diversion of charitable assets from the objects to which those assets were committed. POST-DIVISION & REORGANIZATION ACTIVITIES 35. Following the transfer of the Acquired Assets and Acquired Liabilities to New Corporation, and acquisition of New Corporation by NHS, Petitioner, as the Surviving Corporation, intends to remain in existence for a limited period of time in order to finalize this transaction, including this Petition with this Honorable Court. It is anticipated that Petitioner, as Surviving Corporation, will voluntarily wind up its affairs and dissolve pursuant to Chapter 59 of the Nonprofit Law. 36. Following the transactions contemplated in the Agreement and Plan, and as stated above, New Corporation has maintained Dividing Corporation's facilities and continues to provide uninterrupted mental health and related services to the communities of Carlisle and Cumberland County. As stated above, New Corporation is a nonprofit, charitable entity dedicated to the continuous provision of mental health and related medical services, and engages in Section 501(c)(3) activities to promote the mental health and wellness of the Carlisle and Cumberland County area. New Corporation provides persons, including minors, suffering from mental illness or retardation with mental health and related services designed to meet their physical, social and psychological needs and to promote their health, security, happiness and usefulness, and to promote and foster affordable housing. New Corporation's articles of 18 incorporation add specificity to these general purposes, as indicated in Exhibit "J" previously provided herein. 37. In accordance with its current and future charitable purposes, New Corporation has used, and will continue to use, its assets, including those assets from this transaction, to ensure that the Agreement and Plan, and the transactions contemplated in this Petition, will not create an adverse effect on the availability and affordability of mental health and welfare services to the community and will ensure that traditionally underserved populations in the community maintain appropriate access to mental health care. 38. Following the transaction, and consistent with New Corporation's purposes under its articles of incorporation, New Corporation has been, and will continue to be, dedicated to serving the community's unmet mental health and wellness needs, particularly with regard to medically uninsured and underserved populations, and focuses on improving mental health and wellness, including, among other things, improving access to services and enhancing quality of care. 39. These post-transaction charitable activities are authorized under the original articles of incorporation of Petitioner, and are authorized under the existing articles of incorporation of New Corporation. Accordingly, the division, transfer and acquisition has not resulted, and will not result, in a diversion of any charitable assets from the purposes to which they now may be dedicated by Petitioner and New Corporation. 40. As a nonprofit, Section501(c)(3) organization, no part of New Corporation's net income will inure to the benefit of or be distributable to any private person. 19 Also, New Corporation's assets will be dedicated in perpetuity to tax-exempt purposes, and the activities of New Corporation will be those permitted of a Section 501 (c)(3) organization. 41. Section 5975 of the Pennsylvania Nonprofit Corporation Law, 15 Pa. C.S.A 5975, provides as follows: (a) Powers of board.--The board of directors or other body of a nonprofit corporation that has elected to proceed under this section shall have full power to wind up and settle the affairs of the corporation in accordance with this section prior to filing articles of dissolution in accordance with section 5977 (relating to articles of dissolution). (b) Notice to creditors and taxing authorities.--After the approval by the members or the board of directors or other body pursuant to section 5974(b) (relating to adoption in absence of voting members) that the corporation dissolve voluntarily, the corporation shall immediately cause notice of thc winding up proceedings to be officially published and to be mailed by certified or registered mail to each known creditor and claimant and to each municipal corporation in which it has a place of business in this Commonwealth. (c) Winding up and distribution.--The corporation shall, as speedily as possible, proceed to collect all sums due it, convert into cash all corporate assets the conversion of which into cash is required to discharge its liabilities and, out of the assets of the corporation, discharge or make adequate provision for the discharge of all liabilities of the corporation, according to their respective priorities. Except as otherwise provided in a bylaw adopted by the members or in this subpart or by any other provision of law, any surplus remaining after paying or providing for all liabilities of the corporation shall be distributed to the shareholders, if any, pro rata, or if there be no shareholders, among the members per capita. See section 1972(a) (relating to proposal of voluntary dissolution). 42. Accordingly, pursuant to Section 5975, the net assets of Petitioner, as Surviving Corporation, will be distributable to New Corporation, a Pennsylvania nonprofit, 501(c)(3) charitable entity, under the Agreement and Plan. 20 43. Because all of New Corporation's post-transaction activities are authorized under New Corporation's articles of incorporation, the transaction will not result in a diversion of charitable assets and no special order under 15 Pa. C.S.A. §5976(b) is required. 44. Section 5976 (b) of the Pennsylvania Nonprofit Corporation Law, 15 Pa. C.S.A 5976 (b), provides as follows: (b) Distribution of property committed to charitable purposes. -- If the assets of the corporation include any property committed to charitable purposes, the board of directors or other body shall apply to the court for an order pursuant to section 5547(b) (relating to nondiversion of certain property) specifying the disposition of the property. 45. Furthermore, as stated in Paragraphs 35, 41, 42, and 43 herein, while Petitioner, as the Surviving Corporation, intends to voluntarily wind up its affairs and ultimately dissolve pursuant to Chapter 59 of the Nonprofit Law, and the transactions contemplated herein will not result in a diversion of charitable assets and no special order under 15 Pa. C.S.A. §5976(b) is required. 46. While the transaction has been filed and finalized with the Pennsylvania Department of State's Corporation Bureau pursuant to the Agreement and Plan, the proposed transaction is contingent upon this Honorable Court's final approval if the court determines that there has been a diversion of charitable property, as provided for under Section 6110(a) of the PEF Code, 20 Pa. C.S. § 6110(a), and Section 5547 of the Nonprofit Law, 15 Pa. C.S.A. § 5547, as stated herein. CONCLUSION 47. As of the effective date of Reorganization, Dividing Corporation entered into a transaction with NHS, through an Agreement and Plan of Division, Reorganization and 21 Acquisition, whereby Dividing Corporation divided into two separate corporate entities - HSC Residuary Corporation and the Stevens Center. HSC Residuary Corporation is the Surviving Corporation as reorganized by Dividing Corporation in order to wrap up final details of the transaction while NHS awaited final IRS Determination. Stevens Center is the New Corporation and was acquired by NHS for the continued provision of mental health and related services in Carlisle and Cumberland County. Pursuant to the Agreement and Plan, Petitioner transferred certain assets and specified liabilities to New Corporation, which was acquired by NHS. The New Corporation continues, and will continue, to hold and use the assets for the same purposes for which they were authorized to be used pre-Reorganization, and, accordingly, diversion of assets and further order of the Court under Section 5547(b) is not required. Petitioner contemplates it will voluntarily wind up its affairs and will ultimately be dissolved pursuant to Chapter 59 of the Nonprofit Law. ATTORNEY GENERAL REVIEW 48. The Pennsylvania Attorney General's Office has received notice of this Petition and the transactions outlined herein, as parens patriae for the Commonwealth, who is a party in interest to this transaction, as well as the parties to the Agreement and Plan. 49. Pursuant to the Attorney General's protocol for the review of transactions such as the proposed transactions contemplated herein, the Attorney General reviewed the proposed transactions and has no objection to the transaction as set forth in the Agreement and Plan of Division, Reorganization and Acquisition. A true and correct copy of the letter from the Office of Attorney General is attached hereto as Exhibit "M" and is incorporated herein by reference. 22 WHEREFORE, Petitioner, HSC Residuary Corporation as successor to Dividing Corporation and Northwestem Human Services of Pennsylvania, Inc., on behalf of its wholly- owned non-profit subsidiary Stevens Center as the New Corporation, hereby jointly request this Honorable Court to confirm that the instant transaction does not constitute a diversion of charitable property and accordingly does not require Court approval and/or, in the altemative, to approve the transactions, distributions and transfers under the terms and conditions that are consistent with the guidelines set forth in this Petition and the Agreement and Plan, thereby ratifying the Agreement and Plan, ratifying the filing of the Articles of Division and Articles of Incorporation identified herein, and to fix a date for testimony regarding the aforementioned Agreement and Plan and the transfers of property made pursuant thereto, in order to fully and finally approve and ratify those transactions, distributions and transfers as proposed herein. Respectfully submitted, MARTSON DEARDORFF WILLIAMS & OTTO Ivo V. Otto III, Esquire I.D. No. 27763 Ten East High Street Carlisle, Pennsylvania 17013 (717) 243-3341 Counsel for HSC Residuary Corporation Joseph T. Kelley, Jr., Esquire I.D. No. 02400 KELLEY AND MURPHY Union Meeting Corporate Center V 1628 Pine Street Philadelphia, PA 19103 (267) 238-1300 Counsel for Northwestern Human Services of Pennsylvania, Inc. 23 Exhibit A F,ea,~mme Oepenmer~ (~ $,.,,,x~_APR ! 4 /gg2 ART1CLES OF AMENDMENT-DOMESTIC NON.FIT CORPORATION am3atmon. ~ to .menu b mSdm. hem~y .~mm ~,m: the CO~ I~:, i~ELEN a. STEVENS CON~fl/NITY HENTAL HEALTH CENTER to) e/o: N/...__.A 4. THe M~Jl~l~o~twldMw~k~lllwm~lr~~. The A t o A rtl 29 1874 ~~~ o i C on o CarltoZe ~~l~~~~: -. ~ ~~ ~ ~ ~ ~~1992 m 12:01 A.~. ~ ~ ~ ~ ~ ~ ~ (~ ~~) ~ m ~S P~C.$. ~ ~4(~. The name of the Domestic No~rof/C C~ton seated above shall'be ~hanged STEVENS CENTER ; __The ~esl~1~ ~Jllcl~ ~ Inco~por~tto~ ~up~rsed® lhe original Articles and all amend~er'l IN TESTIMONY WHEREOF, ~ undersigned corpor~lion ha~ caused these A~licles of Amendment Io be signed by a du~y aulho~zed olTz~e~ thereof thLs z, t._._.__.n._n ~ of March , 19 ~2 Helen H. S~even~ BY: Commun:Lt~_ Mental Health Center (Name of Corp,or=,,ion) ;.ARE7 C. I[A~R ($;gna:ure) ~WI_~: ?re.~tdent 62164? ~lfy that F~uJ~nce Clinlc of Carllale, l-en~s~lvanla The ¢41~c1~a,~1~ wa~ incor})ofatt'd by Lcl~'k ~d ¢omp~.¢' o~¢ o( thc foUOwi~. [] Lcd&ers p&tr.m duJy graz~ed o~ _ ~T [] F~ling of__ Department part hcrc~[ ,exc~ ~y ~ ~h le~' which ap~'~r, of r~ord ~n the ~p.~mc'r.~ ~c of ~ecorder oK i.~e~ ~. r' '.'..;r~,.K.hnc CcbF~t)', )enF:~Y~';aF Document kc. 3-]-7c .Lt ',G~ et Family Arid Ch$1dren'a Services cf Carlisle, P&mlly GuidAnce Clinic of Carllnte, Penneylv&nla ~/17/1970 CH~ ! C~ ~~ coo~ o~ c~o~ P~a~s &nj mona~ tot ~h. fordiot~ p~po~N COtf~Ot~r~.Al,?ff OP' i~JflfSY1,VAMIA) ¢OgNT! OP ClkBl~l,iq} )88 B, for, mo. Prederiok J. ?empXoton. & Ifot&e~ Pubite tit amd fee mmLd t{~ da~ of ribru~r~, A. D, Jot&~ Pu~lio tho off/to or tbs lJTethoBoti~]~ or laid oo~ tim tbs lYth da~ er hieLiael. A. D., XOSi due proofs ~ laid publie~ioa h&ee Men f~t~e~ed to m. X ~b; serif2 that I', .l' ~hd a~Unt~ y, ~00~ ~ed S. ~ee~ NOTICg A DV~R? I SF,~E~T EVE~IHG 8RN?~ NE4 PROOf OP fi:JBl~OA'f'lOli Off lionel XII ,rjl~ EVENIYG (Under Act IlO. 58'/, .4Lppt'eeed ~ 'tO, ~haL ~ event~ b~tu~, i ~~ ~ pu~i~ elation pu~ fell uwtr,& dateS, .N m~ LSSQCXATIO# Off bo. D. ~he~n Deputy oeo~eLi~r er tim OemB~mm&ltk ARTICLS$ OP &H.JNDKIN'r Comity. Pemmmy lvsmh. ~mstiu ~ oread doeree ~re recordmd Am the Off leo of the It ~e 4Yi..u--the li~ day mr eaten .tho. .L' t. Utb 4~ of le~emf, AMS1, mbteet ~m~mm mere emtitled t~ favor ' / (4) ~lt tbs fmllwiq reoolutLolo ~re mdmpt~ IBSOLVBD. Tb~t ff&r&l~&Ob I of the i~tlclel o( of this Co'rporstLos be &nc the lame lo hereby &mended 8o mo to The uooo oF the Corporltioi Al Pamilv a~d Cbildreoo Services o( Carlisle. RBSOLVBD. Thor Psznfrbpb 2 of the articles o~ IBcorporstiom of.this Corporation bt &nd the osae Lo hereby &Banded os 80 to The pruposeo of this Cozporotiom stet A. To pro--to u vboleso~ finley life where ~verty reoeurcoo ~rmlt ultb dH refurd for tie i~treoto or I. To .IKt sd ~rove ~o~Ave b~eo ~or liCe.deBt Ii.tO. ud d tb~ opLfit a. pur~ of '' family sd cbl~zeuVa SKIll ~rk. - meusureu fo~ the pzotectlou of cbll~rem Bud mdmlte &Be the ptomotiom of wboleoooe really life. RESOLVED, Tbst PBr&f~spb 3 of the &rticlee of Jucmrporitiou of thio Corpormtiou be uud the moue lO bereb! ceemded o~ c0 to · re~d mB folloul~ ?be euliotered office of the Corposatioe obslA be lB the Bucoulh of ¢lrliele. CuuberlBod tout/, Pelilfi- let Yice I~og&demt, lid Vice ,reuLdeut, SecordiBs tm the %~m eorl~rmtb oust. duty 8tteeted by tee Seccetmry, to be · Tril~ t COp,~iONM'B.q, LTH OP Ps~HN.SYLYANXk ) ) L'OUNTY OF CUHBBR~;~ ) which execute6 the foreloins ArtJcJeo of Aneu~,en~, vbo beir. j du%y SMorU, 4id depooe &~ omy tbmt they uere pers~usJiY present tbereto~ tb&t the ets% sffized thereto i8 the ccmm~u or corpozote ~tt% of the cor~ritLoul tbst the fozesoinS ArtLcZeo of Ameodueot ~re duZy 8~d, ors%ed sad selivered by 8~ mm sBd for the sd deed of the cos~rst[ot ~ the sutbority iud st the d[zectiou · / IN THA CoDRT OP C0~,43# DLBA$ OF CU'NBBliL&ND CODNTT, ~NNSYLYA~IZA To the Honozab~e, the ~udl~e of tnt meld Carrel I. That it vim Lacorporeted on the lath dmy of March. ~932, under the name of leAfmre Aoancicttou of Carlisle. The Articlea of ZucorporntLol ire recorded ii the lecorder*0 Office of CuuberlnB4 County, PenaayXvnuil, is #XO~. Book $9. hit 4?J. Jt w~o IKer- porated umJer the ACt of April 39. 1174, iii aMudniitl thereto. it8 &re,cleo of Incorporation i~d to ckaUll its corporate O~md. The ArticAeo of &ire daunt, tnlether with the Certificate frei the orfLl'e of tM pfethe'~etnry under tko abeTe laker iud Tell no tlio J. Tli&t mild cnrporitLon Idvertiied ltl intention te its II)piLe&riel for em amended Cheerer Am sccerdaace with the pre- o~ld 8dverttdeoeet JO lukiLttod herewith. 4. That tie &mended &rtLcleo of lucorporatioe, wkLGA ware teletkr with n ~ertifled copy of the relolutiolo to mired tM' / &tilelOn d IoGorpnratlen. YJtBRIPORI, the p~titiooar prays you, Bono,ohio Court to entre I Decree aeprevial the arid Auendueata to the articles of p~rat Lei. VlL~AUl ASS0CZATECMI Of C&ILI3LI. ' / iPreiLd STATE OP pE. NhSYLVANI& ) C:OUNTY OF Cu~DERI.AND ) B~fo~ me. ~ ~ot&ry ~ubt~c in ~n~ eot said S~ate BpO County, ~n tb~ (o~-ejoLnS petitJoG ire true ADd coJrect. before me tkiO~',~dsy Of ~, A. D. 47.1 IN TH~ COI${tT OP COMMO{V i)LkA5 DF ¢O~I~LAhi) CUU~{, P}#NSYLYANIA MO. T[i~M. 1957 ipproval to thio Court iccomp&n~ed by proof of t~e publtcitbn notice of oKh tpplicttioo, s cert~fsed copy o( tbs cksqe of cerporite isms, ~& required by lsu, I de kere~ cerpifitLsl IkiJl M pomiiy sod Cbildrrdm Servicol if CmrllWJs. Dy t,e Court, ' - -~ ~ IBSOLVID. Tbst Psr&rriph Z of tbt ArtLcleo or lncorpor&tioi IIKLVID. Th&t Psrsfrsph ~ of tho Articles of Interposer'loB re~ 8o foZl~o, · ~1M~ ~t~ permmot plum. ~~ miiMe~*m ~m mm Jmmtllmtlflo ~m m~ t '"" ":. · * / I. To der®lop f~ Lbo commuulty · b~tter umdorltsldo : . '476 children, mad in tho develops·et o( m IotAs% iff-ici prosrem [or tbs Ceomunity. of tbLs C~rporstiou be smd tho ease is hereby mBe~od oo&o tm Tho reflstermd orrlcm m~ the ¢orpormtiom mb&Il be lm tho Bomoufb of Corllmle, Cuiberlsid CO-AtT, PommmFI-- vsmio. IbBOLYB~, Tbst hmofrop, · of tbs Articles of %moos)oriels of this CorpofotloB be mad tbs mm lo Bdreby mmied mm ms lo · be mfflsmrm or tbs Corperotimm shall be · hmoidemt, lot Vice Pfmmidemt. Bad Vice Promidtmt, Socordltl Sept~r ~, I~Y. / 11 V~ ~MF, % bermmm~ met ~ ba~ m~ t~ seal ~f beini &v~ilablo for =as by a ~ nonprofit-oorporation, was thio d~y duly registered in thxo offioe in accordance with the provioxone of Irtiols 11 of the Nonprofit Corporation Law, approved tho fifth day of May, I. D. '1935, P. L. 269, as a2®nd~u. / ~2 4';d Proof of PubI~c~6o,, P~oof of Publication of Notice in Cuml.~rl:,nd Law Journal County O( Cumbfr~n~ Ja~es Jou~ll. 480 :.-. co,~nllance wlt.~; :he .-e~ulre~.-r. te or Article ro~ &~en~.entl ~o tAe 4rtleXeo or Xncorpormtlon or n~rlt co~tXon, Fennavlv~ta, and that ira ~Xetered orrioe lB Carlisle, Pff~yXv~ta. (2) ~at Xt Xe a oo~ratlon Xncor~orate~ ~d ~ct o~ :he Oeneral ~e~bly o~ the C~ealth appl~c~le to such eo~tt~s; :hat the decree entered by the Co~ Or ~n Pleas off C~erl~d C~ty or ~h, A.D. 1932, ~ t~t ~te ~nal A~teleB or ~ ~Xd dense ~ ~~ Xn t~ O~rloe Se~loeo of ~ltlle, PmYl~$i, to t~e ~~o ~ ~Xd ~ t~ l~h ~ or ~tobef, 1969, it t~ ~Kiote~ X~h ~ oF ~toboff, X96~, ~ ~e~ ve~ efltStl~ to ~o ~ the m~nt8 to X~o ~toZN of ~eo~o~tt~. (~) ~it :he ro~X~t~ ~gol~:Xo~ were t~oDted by MJorXty or t~ M~l entlt3e~ to vote t~is oo~oratX~ be ~ ~ om Xo be~b~ ~e~ mo Th.' ~m. -· o' th- COrOOrat!on be chs-,r-~ to FA"iLV Q[iiDiNC=. .j ?~ee2~ent n~d duly &ttemted bT itl Secret&~, to be hereunto day Of Amr~, 1970, (¢o=.por&te Seal ) -:O~tOh'W£AL?H OP' PENN31'LV~Nll : : t~ f~p~ Klolel o~ ~nt, v~ bein~ ~lv m~. 414 u ~ o. ~, ~ rmid~t ~ o~ R~A~A S. KLT u Seerrt~. m~oorXb~ t~to ~ ~ ~lr p~r ~ ~l~etl~ Svorn mhd suboorXbed herded me thio of' loft1, A.D. 1970. ~'" +" .D P"~'\ ' ~' - ' !v~n~ knowr. or L~.e General ~semll~,' ?'~' t:~. ,r y,~.;~t:. OUIDANCE CLIHIC, beteL:.' (l) ~t it~ n~ la PA~ILY OL'IL.~I;CL c't!h;.c~ er.~ ~effi~atered o~ftee ~a Car~le, ~e~.nsyivanta. ~ o~ ~rc~., A.D. ~932, and that ~ts ~ said doc~e sere re,:o~ ~, the ~or t~ County oF C~ber~and, on the (~) (~) ~t a ~etl~ er the ~eberB O~ C~rlts~e, Pen~ylva~te, to take action u~ the p~posed a~nts ~e he~d on t~ ~&~h ~)' oF July, 1975, ~he corporation, pura~nt to critter, n~l~e &lve~ at Ieast ten (lO) ~ys prior to the date or said ~eti~:~, ~o a:l eem~er~ entitled to vota. the m~optlon or the reaolutlon. ~.~.: 2 ¢~r':. :.-at ' . r k.e ~lqd the ~ar., '.. ~. :. The nmr. e of the oorporatlor. 1~ CARLII'~ C{.L.N/'~.LING C~- RESOLED, ~at Parag~ph 3 cf tls irticlem tnls c~.l~ratlon be and the sa~ l~ here[y ~nded fo 1lows: The reglmtlred offfice of the corp,,ratlon mhall be Street. Carlisle. pe~l~nXa. ~OL~. ~t p~ph 2 of tbs Articles ~ll~a: 2, ~ ~me~ ~or ~oh the said co,ration to t~se ~lblo ~ p~v~e for theMelveo~ to emt~l&mh ~d ph~u oF ~yl~ &~ ~e ~r tho c~e 8~ek, ~u~o ~0 ~ aged ~raone unatle a~ F~ s~h p~ to ~rt, lease, ~le~e, acqu~, o~ ~ sell ~ll estate ~ p~oo~J and to receive and donat~o~ oF ~al ~ ~r~ p~rty a~ ~Y ~ t~ fo~X~ ~ho are In ~ of c~e and tr~tMnt. To e~ In ~ ~ all other businesses -2- Fenn.%'lvania, T:'cvldeJ, no Tar: cC '~:.e r. '. e;;-~:I;.F';: cf t?-. co.~[.cratlor, stal! 2r~ any way ever, u[or. d~.': ¢ .-'-~ :. ,-. bene£tt of ar~y donor, me.:ret, ,lirect':, ufFic,::' c:' oil.er Frlvate Individual associated with t:.,- cor'i.-.."a'' n. **F n dlssc!utlon, an)' &s~ets of' the corporhtior, shall ~e d!: :.r'L~tcd ;c on~ or mope ort&nl:atlons reco[nized by the lr.terr/, r-~.venue ~er~lce a3 one or~nlzed exclusively for rellFiou:, tacle, scl,.nti£1c~ ll~ez'al'y o1' educatlortal pul-poses, a~ the eor~,opat~-of~ shai! dete~ine. ~ ~JTINOR ~EBEOF, F~ILi GUIDANCE CLINIC ~f CARLIS~, ~ t~8 P~eotdent I~ duly attested ~y its Secreta~, F~ILY GUIDANCE CLINIC OF CAPLIS~, PEN~VANIA Atteet: -3- 3-i-75.32 48B COMMONWEALTH OF PENNSYLVANIA : COUNTY OF CUNBERLgND: ~d ~ ~ ~Xeh e~cuted the ffo~ A~AclII o~~Me ~ ~l~vo~d ~ ~ ~ ~d for the met ~ d~ of the e~~ tho o~z-pol~t~on; BAd that the name of' tbs ·&Id ~Sdud~ a dme~mmd~ th4O~to are Ln their proper ~nd reepective hand~rltLnS. pel~ r t~-n t_ of .:,e(Feta~' r,' the 3-1-76:.51 1, 37 Statement of Domestic Nonprof$t CcP~o)'atlor. In compliance w~th the requt~ent~ cr 15 Pa. S.J75~7(b~ (~1~ tO c~e oE Fegl~te~ed oE~lce), tAe unde~lEned nonp~o~l~ 1, ~e ~e of t~ Corporatl~fl ~. ~e ad, coo oF ~to preoeflt ~oflotered oFFLce ~n ~ ~tt ..~.~. lo (t~ D~r~nt of State ~at~nt to oo~ to the F~8 79:10 674752 THE COMMONWEALTH OF PENNSYLVANIA DI::PARTMENT OF STATE RTICLES or,' ^ML':NDMENT as the "Nonprofit Corporation Law of 1972", arid as, amended, nonprofit corporations; CARLISLE COUNSELING CEN'I'~]R, hez'eby, cez'tifies: (J.) That it:; ll~llie 18 CAHL.I. SLE COUNSUL_LN(J CEN'i'EI~, and tliat its registered office ls 400 Walnut Bottom Ra~d, Box 68, Carlisle, (2) That it is a corporation incorporated under tt~e Act o1' (][.~]c]',~]. Assc-~mbly o1' tile Commonwealth of Pennsylvania of 187,4, applicable to such corporations; that the decree of incQrporation was entez'.ed b.y the Court of Com~uon Pleas of Cumberland County on tl]~ ]Sth d;ly oF Mnl'(:h, A.D. 1932, ~[nd that its original Articles .,. of Incorporation and said decree were recorded in the Office foz; the Recording o1' Deeds for the Courity of Cumberland, on the 15th da.y of March, 1932. (3) (a) Ti]at a meeting of the members of CARLISLE COUNSELING f CEHTEE to ta. ke action upon the proposed amendments was held on the ].3th day of November, 1978, at the registered office of the corporation, pursuant to written notice given at least ten (10) d~:.:¢:~ i~rior to the date of said meetJ.ng, to ali. members entitled -1- (b) That at the t~me of the meeting of the members on the ,,ovCmbt;~', ]_9'/b, a]_]. oF tilt; m~mL~eJ~':; votL'd 13th day of "' 'in l'n.v~" o¢ the adoption of the resolution. , (4) That thc I'ol].o~:ing re~;o]ut;ion~4 ~ere adopted: RIC;(~I,VI';I), '['h;~t I';.tragraph 1 o1" thc fit',tic]es of Incorporation this corporation be ;tnd the ;-;amc is hereby amended ;-;o a;'; to r~::;td I'c~:l low:-; :' Ti'i(:: rj;~.~ll(.: ()t' tile corl~oratitnl i:; III':I.,L';N il. ill,lA f.,Til CENTER.- RESOLVED, That Paragraph 3 of the Articles of incorporation of - i I.'oJ .I.(')~ :~: The registered office of the corporation shall be 850 Bicentennial Drive, Carlisle, Pennsylvania, 17013. :.b~ld Amendments to be effective upon approval by ~he Commonwealth of Pennsylvania. ,,,'-,,' WIIEI{I".OF, CARLISI,E COUNSELING CENTER has caused iN IEolIMONY -- - the.~;e Art~c].es of Amendment to be signed by its President and duly attested by its Secretary, and has caused its seal to be Z-~ '~ r,'~-,~ ~.~ 19 7 9- hereunto affixed this - day of At:test: CARLISLE COUNSELING CENTER (Corporate Seal) /,' :. / ...... +-j.~,-. .~ ,. "' f" '.- I/, · l 'V~'~'']'/: " ..... ;' ' ...... ' Presid6nt Secretary COMM()NWI',;AI',q'II 01,' PENNS¥1_,VANTA: COUNTY OF CUMBERLAND : dli JT IlI~;MEMBEREI) that on this ,!.3'~'~ day of ~.,/J,~,t~% A.D. 1979, before me, a notary public in and for the County aforesaid, oersonally appeared L~rocd <' .'Lc~.~'~.~ and ..~ S. ~;~ ~ ,. of the Carlisle Counseling Center, the corporation named in and which executed tl'~c l'oz"cgo:inE; Articles of Amendment, who beJnl~ duly sworn, did depose and say that they were personally present ut the execution of the foregoing Articles of Amendment; that the foregoing ~rtic]es. of Amendment were du~y signed, sealed and delivered by and :.,.;; ;,.~(.'1 I',~r. I,}~,~ ~t(.,L ;tnd deed (~f thc~ corporation by thc authority and that the names of the said f-~,.~' c ~-Z~,~,~,~ as President and ,-;w~ ~. ~,~:~. as Secretary, subscribed thereto are in their' :;;,.~orrl &nd subscr:ibed before me this Filed this 26th day of February, 1979 Commonwealth of Pennsylvania Department of State Secretary of the ~Commonwealth AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER entered into this day of January. 1986, by and between STEVENS MENTAL HEALTH CENTER and STEVENS PSYCHOLOGICAL ASSOCIATES. iNC. (hereinafter sometimes collectively referred to as "Merging Corporations"). and HELEN H. STEVENS COMNUNITY MENTAL HEALTH CENTER (hereinafter sometimes referred to as ~Surviving Corporation,,). each of said nonprofit corporations being duly incorporated and existing under the laws of the Commonwealth of Pennsylvania. WHEREAS. The Surviving Corporation is a nonprofit cor- poration originally incorporated under the provisions of the Act of April 29, 1874; and WHEREAS, The Surviving Corporation duly filed a Certifi- cate of Summary of Record with the Pennsylvania Department of State on October 1, 1975, pursuant to the Pennsylvania Nonprofit Corporation Law of 1972; and WHEREAS, Each of the Merging Corporations hereto is a nonprofit corporation duly incorporated under the provisions of the Pennsylvania Nonprofit Corporation Law of 1972, as amended; and WHEREAS, The Surviving Corporation is organized on a non- stock basis; and WHEREAS. The Merging Corporations are organized on a non- stOCk and nonmember basis; and WHEREAS. It is the desire of each of said corporations. as expressed by the action of a majority of the members (as to the Surviving Corporation) and the directors (as to the Surviving and Merging Corporations) of each to merge the rights, privileges, franchises and properties of STEVENS MENTAL HEALTH CENTER and STEVENS PSYCHOLOGICAL ASSOCIATES, INC.. into HELEN H. STEVENS COMMUNITY MENTAL HEALTH CENTER as the Surviving Corporation. NOW WITNESSETH. THAT the said corporations, in considera- tion of the premises and of the mutual advantages which will enure to each of the parties, do hereby agree that upon the filing of Articles of Merger with the Department of State and the issuance by said Department of said certificate of merger, HELEN STEVENS MENTAL HEALTH CENTER and STEVENS PSYCHOLOGICAL ASSOCIATES, INC.. shall be merged into HELEN H. STEVENS COMMUNITY MENTAL HEALTH CENTER and Surviving Corporation shall possess all the rights, privileges, franchises and properties theretofore vested in and belonging to Merging Corporations or to which it is entitled by reason of any matter, cause or thing whatsoever, under the follow- ing terms and conditions: - 2 - ARTICLE I: The name of Surviving Corporation shall be HELEN H. STEVENS COMMUNITY MENTAL HEALTH CENTER. ARTICLE II: This merger shall become effective at 12:00 Midnight, on January 31, 1986, or upon the date of the fil- ing of the Articles of Merger in the Department of State of the Commonwealth of Pennsylvania, whichever date occurs later (herein- after referred to as the "Effective Date"). ARTICLE III: The Certificate of Incorporation of Surviving Corporation shall be as set forth on Exhibit "A" from and after the Effective Date until further amended as provided by law. The By-Laws of Surviving Corporation shall be as set forth on Exhibit "B" attached hereto from and after the Effective Date until amended as 'therein provided. ARTICLE IV: Upon the filing of Articles of Merger in the manner provided by law, all and singular the rights. privileges and franchises of the Merging Corporations, and all the property, real. personal and mixed, belonging to the Merging Cor- porations shall be vested in Surviving Corporation without further act or deed. to the intent that Surviving Corporation shall become the owner of and have vested in it all the said rights, privi- leges, franchises, properties, choses and rights in action now belonging to and owned by the said Merging Corporations. or to - 3 - which said corporations are or may be entitled. PROVIDED. HOW- EVER. that all the rights or creditors and all liens upon the property ~f each of the said corporations, parties hereto, shall continue unimpaired and the respective constitutent corporation, parties hereto, shall be deemed to be in existence to preserve the same, and all debts, duties and liabilities of each of the said constitutent corporations, parties hereto, shall henceforth attach to Surviving Corporation any may be enforced against it to the same extent and by the same process as if said debts, duties and liabilities had been contracted by Surviving Corporation. ARTICLE V: If, at any time, the Surviving Cor- poration shall consider or be advised that any further assignments or assurances in law or any things are necessary or desirable to vest in said corporation, according to the terms thereof, the title to any property or rights of any of the Merging Corpora- tions, the proper officers and directors of such corporations shall and will execute and make all such proper assignments and assurances and do all things necessary or proper to vest title in such property or rights in the Surviving Corporation and otherwise carry out the purposes of this Agreement of Merger. ARTICLES VI: This Agreement and Plan of Merger may be terminated by action of the Board of Directors of either of the Merging Corporations or the Surviving Corporation at any time - 4 - prior to the filing of Articles of Merger with the Department of State. IN WITNESS WHEREOF. the President and Secretary of each of the said corporations, parties hereto, acting in pursuance of resolutions of their respective Boards of Directors (and with respect to the Surviving Corporation. their members) have hereunto set their hands and seals and caused the corporate seal of each corporation to be hereunto affixed, the day and year first above written. ATTEST: (~SeCretar~ ( SEAL ) ATTEST: (SEAL) ATTEST: Secretary/ ( SEAL ) HELEN H. STEVENS COI~IUNITY MENTAL HEALTH CENTER STEVENS MENTAL HEALTH CENTER President STEVENS PSYCHOLOGICAL ASS~ INC. President ARTICLES OF MERGER TO THE DEPARTMENT OF STATE COMMONWEALTH OF PENNSYLVANIA In compliance with the requirements of the "Nonprofit Corporation Law", Act of November 15, 1972, P.L. 1063, No. 271 as amended, providing for'the merger of nonprofit corporations, HELEN H. STEVENS COMMUNITY MENTAL HEALTH CENTER. a nonprofit corporation of the Commonwealth of Pennsylvania, STEVENS MENTAL HEALTH CENTER, a nonprofit corporation of the Commonwealth of Pennsylvania and STEVENS PSYCHOLOGICAL ASSOCIATES, INC., a non- profit corporation of the Commonwealth of Pennsylvania, hereby certify under their respective corporate seals: 1. That the name of the surviving corporation is HELEN H. STEVENS COMMUNITY MENTAL HEALTH CENTER (hereinafter referred to as "Surviving Corporation.,). a Pennsylvania non- profit corporation and the location and post office address of its registered office in this Commmonwealth is 801 Belvedere Street, Suite A, Carlisle, Cumberland County, Pennsylvania. 2. That the names of the two merging corporations (hereinafter collectively referred to as "Merging Corpora- tions'') are: (a) STEVENS MENTAL HEALTH CENTER, a Pennsylvania nonprofit corporation and the location and post office address of its registered office is 801 Belvedere Street, Suite B, Carlisle, Cumberland County, Pennsylvania. and (b) STEVENS PSYCHOLOGICAL ASSOCIATES, INC., a Pennsylvania nonprofit cor- poration and the location and post office address of its regis- tered office is 801 Belvedere Street, Suite C, Carlisle, Cumberland County. Pennsylvania. 3. The EffectiYe Date of the Plan of Merger is 12:00 Midnight, on the 31st day of January. 1986. 4. The Plan of Merger was approved by a majority of the votes of the members which all members present were en- titled to cast as a meeting of the members of the Surviving Corporation duly called and held on January /~2~ 1986. pursuant to Section 7922 of the Pennsylvania Nonprofit Corporation Law of 1972. 5. The Plan of Merger was approved by the Board of Directors of Surviving Corporation by a resolution adopted on January~, 1986, pursuant to Sections 7922 and 7924 of the Pennsylvania Nonprofit Corporation Law of 1972 and filed with the Secretary of Surviving Corporation. 6. The Plan of Merger was adopted by the Boards of Directors of the Merging Corporations by resolutions adopted on January~ 1986, pursuant to Sections 7922 and 7924 of the Pennsylvania Nonprofit Corporation Law of 1972 and filed with the Secretaries of the respective Merging Corporations. - 2 - 7. The Plan of Merger is set forth in Exhibit "A", attached hereto and made a part hereof. IN TESTIMONY WHEREOF, the Merging Corporations and Surviving Corporation have caused these Articles of Merger to be signed by their Presidents and Secretaries and their cor- porate seals to be hereunto affixed this /~ day of January, 1986. ATTEST: (SEAL) ATTEST: Secretary (SEAL) ATTEST: Secretary~/ (SEAL) HELEN H. STEVENS COMMUNITY MENTAL HEALTH CENTER PresidEnt STEVENS MENTAL HEALTH CENTER President STEVENS PSYCHOLOGICAL ASS~ INC. President ARTICLES OF INCORPORATION 1. The name of the corporati6n is: Community Mental Health Center. Helen H. Stevens 2, The location and post office address of the initial registered office of the corporation in this Common- wealth is:' 801 Belvedere Street Carlisle, PA 17013 3. The corporation is incorporated under the Non- profit Corporation Law of the Commonwealth of Pennsylvania for the following purpose or purposes: (a) To provide mental health services to persons who are memtally disabled and who are in need of care and treatment, with such services to be conducted on a not- for-profit basis and for any other purposes permitted by the NoN-profit Corporation Law. (b) Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(C)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). (c) No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services ren- dered and to make payments and distributions in furtherance of the purposes set forth in this paragraph. No substan- tial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not par- ticipate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United State Internal Revenue Law) or (b) by a corporation, con- tributions to which are deductible under Section 170(c)(2) - 2 - of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). (d) Upon the dissolution of this corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state or local government, for a public purpose. (e) The corporation does not contemplate pecuniary gain or profit, incidental or otherwise. 4. The term for which the corporation is to exist is: perpetual. basis. The corporation is organized upon a non-stock 6. The corporation shall have no members. - 3 - APPL lC.AN ! 'S ACC'I' NO ,'}SCB 15.79261Rev 11.72) filinl Fee: $10 pies $20 tlr lack parr), iff excess of two Articles of MerEly-- Not-for-profit Corporation (Line tbr numbering) COMMON~'EAI.Ttl 01" I'ENNS~'I.VA\IA DEIb\li'I'~IENT OF STATE CORI'OI{ATION BL'REAL' F ned this day of_ 19~. Commonwealth of Pennsylvania Department of State Secretary of the Commonwealth (Box for Certification) In compliance with the requirements of 15 Pa. S. §7926 (relating to articles of merger or consolidation). thc u ndecsigned corporations not-for-protit, desiring to effect a merger, hereby certify that: I. Thc- nnmc of the .corpor:~tion surviving the merger is: .. . Hel. en.__H:__S_t_e_ve__n_.s_ C_9o_m~.~_u. nity Mental Health Center '2. ¢Cht,t-k and complete one of the tbilowing): ~ The surviving corporation is a domestic corporation and the Ioc'fi'tion of its registered office in this Commonwealth is tthe Department of State is hereby authorized to corrc~:t the following statement to conlbrm to the record.,, of the Department). ..... 80.!_Be!vedere Street, Suite A ISTREET} Carlisle ,C,T~ Pennsylvania 17013 IZIP CODE) [] The surviving corporaiion is a qualified foreign corporation incorpora(ed under the laws of :~^uE O~ JUe,SO,CT,O~) and the address of its registered office in this Commonwealth is (the Department of State is hereby authorized to correct the following statement to conform to the records of the Department): INUMBEFI) ,C,Tv) Pennsylvania ISTREET) t~'iP COOE) [] The surviving corporation is a nonqualified foreign corporation incorporated under the laws of ~~^~E o~ dUR,SD,C~,O~,~ -- and the address of its principal office under the laws of such domiciliary juris- diction is: INUMBER; ICITY) IS?ATEi (STREET) (Z;P CODE) The name and the address of the registered office of each other domestic nonprofit corporation and qualified fbruign corporation which is a party to the plan of merger are as follows: Stevens Mental Health Center Stevens Psychological Associates, Inc. 801 Belvedere Street, Suite B 801 Belvedere Street, Suite C Carlisle, PA 17013 Carlisle, PA 17013 OSCB 15-7926 (Mev, 11-72)-3 IN TESTINIONY %VHEHEOF. each undersigned corporation has caused these Articles of Merger to be signed by a duly authorized officer and its corporate seal, duly attested by another such officer, to be here- unto affixed this . _,~.3~,-,b_ di(y of January . 19 86 By: Altest: Helen H. Stevens Community Mental Health Center  __~,~ (NAME 0~r COIRPORA?iONI /SIGNATURE! /(T"~TLE PR"I~,'~IDENT. VI'~"PRE,SIOENT. ETC ( Atilt: (TI'~LE SECRETARY. ASSITANT ~Z~ETARY. ETC.) By: Ste~s Mental Health Center (SIGNATURE) (TmTLE: PRESmOENT. VICE PRESmDENT. ETC.( ICOR PORATE SEAL) Attest · (SIGNATURE) ~'~ / (TiTLE)~'~ (CORPORATE SEAL) By: stevens Psychological Associates, Inc. (NAME OF CORPORATION) ~ (SIGNATURE) I~hihit R E. O. Dete~-~na~ion Section P. O. Box 1337 Scranton, Pa. 18501 Internal Revenue Service In redly r/let to: °"'"SEP 1.5 j Tel.717-3l~_71ll ext. 2 Ca~lisle Counseling Cente= ~OO %~_l~ut Bottom Road P 0 Box 68 C~lis!e, Pa. 17013 Accounting I~rlod Ending:. J~e 30 Form 990 Required: C~' Yes 0 No Advance RullnE Pedocl Ends: June }3, 1977 Based on the information supplied, and assuming your operations will be as stated in your application for recognition of exemption, we have determined you are exempt from Federal income tax under section ~_of the Internal Revenue Code. Because you are a newly created orKanization' we are not now making a final determination of your foundation status under section 509(a) of the Code. However. we have determined that you can reasonably be expected to be a publicly supported organization of the type described in section ~0_~(~)(2) Accordingly. you will be treated as a publicly supported organization, and not as a private foundation, during ~n advance Paling period. This advance ruling period begins on the date cf your inception and ends on the date shown above. Within 90 days after the end of your advance m~!ing period, you must submit to us information needed %o determine whether you have met the requirements of the applicable support test duryng the advance ruling period. If you establish that you have been a publicly supported organiz~%~o~ you wl~1 be ~ --- ~='*','!) or 509(a)(2) organizaticn so 'tng as you cont:nue to meet :he requ:-,men~s of the appi~cable suppcz: tes~. if. noweve-, you do no: mee: :ce publ:c support requ2remen's dur:ng %he advance %al:ag pezicd, you ~':ll '3e class:f:ed as a private foundat:on for £ulure cerzods. A/so. ::. :ne event you are classified as ~ ---v~-= :'z.,-~=- ................. 'you £ound~llcn £rcm iee ~-= £" )'cur ..... ~ ........ =-.~%SeE 31 sec'l--c withln the 90 days, gr~ntor~ and donor~ may continue to rely on the advance determination until- the Service makes a final determination of your foundation status. However, if notice that you will no longer be treated as a section ,c~9(~)(2) organization is published in the Internal Revenue Bulletin. grantorm and donors may not rely on this determination after the date of such publication. Also. a ~rantor or donor may not rely on this determination if he was in part responsible for, or was aware of. the act or failure to act that resulted in your loss of section ~09(a)(2) status, or acquired ~uowledge that the Internal Revenue Service had given notice that you would be removed from classification as a section qOP(a)(2) organization. Donors may deduct contributions to you as provided in section 170 of the Code. Bequests, legacies, devises, transfers, or gifts to you or ' for your use are dsductible for Federal estate and gift tax purposes if they meet the applicable provisions of sections 2055, 2106, and 2522 of the Code. You are not liable for social security (FICA) taxes unless you file a ~aiver of exemption certificate as provided in the Federal Insurance Contributions Act. YoU are not liable for the taxes imposed under the Federal Unemployment Tax Act {FUTA). 0rEanimations that are not private foundations are not sub3ect to the excise taxes under Chapter 42 of the Code. However, you are not automatically exempt from other Federal excise taxes. If you have any questions concerning these taxes, please let us know. If your sources of support, or your purposes, character, or method of operation is changed, you should let us know so we can consider the effect of the change on your status. Also, you should inform us of all changes in your name or address. If the yes box at the top of this letter is checked, you are ~ required to file Form 990, Return of Organization Exemot From Income T~x, only if your gross receipts each year are normall~ more than $5,000. The return is due by the 15th day of the fifth month after the end of your annual accountin~ period. The law imposes a penalty of $10 a day, up to a maximum of $5,000, for failure to file the return on --_time. You are not required to file Federal income tax returns unless you are subject to the tax on unrelated business income under section 511 of the Code. If you are subject to this tax, you must file an income tax return on Foru 990-T. In this letter we are not dete~in!ng whether an-- of your present or proposed activities are unrelated trade or bu ness as defined in section 51S of the Code. You need an employer zdentification number even ~f you Lave no employees. If an emp!cyer identifica%:on number was not entered on your apptzcat:on, a number will be assigned tc >'cu and you ~:iI be advised of :t. Please use that number on all re~urns you f~ie and ~n ail correspondence '~ztn ~he internal Revenue Ser::ce : .... L-391 Internal Revenue Service District Director Department of the Treasury Date: MAY g ~ 1965 Steven Mental Health Center 801 Belvidere Street, Suite B Carlisle, PA 17013 Our Le~er Dated: December 5, 1983 Per~on ~ William Kane Conta~ TMephone Numben (215) 597-4168 This modifies our letter of the above date in which we stated that you would be treated as an organization which is not a private foundation until the expiration of your advance ruling period. Based on the information you submitted, we have determined that ..~ou are not a private foundation within the meaning of section 509(a) of the Internal Re~sge, Qp~e. because you are an organization of the t~pe described in section ~~}~(~)(vi). Your exempt status under section 501(o)(~) o£ the code is still in effect. Grantors and contributors may rely on this determination until the Internal Revenue Service pubI~shes notice to the contrary. However, a grantor or a contributor may not rely on this determination if he or she was in part re~ponsible for, or was aware_of. Abe act or failure to act that resulted in your loss of section ~9~$~(~)(%~) status, or acquired be removed from classification as a section~~ ......... (~)(vi)organization. Because this letter could help resolve any questions about your private foundation status, please keep it in your permanent records. If.you have any questions, please contact the person whose name and telephone number are shown above. Sincerely yours, Letter 1050 (DO) (7-77) EXHIBIT C SENT BY:Xerox Telecopier ?020 ; ?-28-00 ; 2:51 ; 215643835§4 7172431850;#22 111.'/316 IR~v, !1,72! 7570~7 ~ Qf COMMONWEALTH OF P~'NNSYI.VANIA DEPARTMENT OF STATE CORInORATION BUREAU ~ommen~4~i th of In compliance with the requirements o~' 15 Ps.c.g. 17316 (relatln8 to nrttcles of incorporation) the undersigned. desiring to be iltcorporlted aS I nonprofit corporation, hereby certifies (~:eftif¥) that: The name et' the corporation TRIC NOR TI-IWES TERN CORPORA TZON The location and post office address of the initial reBis~ered office of the corporation in this Commonwealth is: 4S0 Bethlehem Pike Fort Washin~on PennUIvanm ~ 19034 .t, The corporation is incorporated under the Nonprofit Corporation Law of the Commonwealth of Pennsylvania for the followinl purpo~ or Du~oses: a. To directly or indirectly, through one or more subsidiaries or &ffLLiatee, to raise ~unde for and othe~-wise support, maintain, acquire, establish, conduct and ope.rate facilities &nd programs .for the housing, c~ring ~or, treating, attempting to cure curing persons regardless of race, creed, color or.~bLlity to pay, euHerlng ~rom and affected by, mental he&lth/menlaI retardation problems or illnesses, or ~ny other s.ffliCtion or disease which the Bo~rd of Directors may from time to time consider necessary to treat. Without limiting the generality of the foregoing, the worcl "facilities" shall inchde general hospitals, psychiatric hospitals, crtnics, community mental health centers, and residential facilities, and the word "programs" shall include mental health, research, educational, counselling, outpatient, partial hospitalization and home care em r'~ie e S, b. To engage in and do any other lawful act concezming any and all lawful buslnees for which corporati~ms may be incorporated under the Pennsylvania Nonprofit Corporation law of 1972, No. 15, No. 271, aa amended, c, The corporation is organized exclusively for charit~ble purposes as defined Section 501 (c) (3) o~ the lz~ter~al Revenue law of the United States. Tl~e Corporation does not contempl~.te pecuniary gain or pro£it, incidental or otherwise. Ho l~rt o~ the net e~rnings of the Corporation shall inure to the benefit of any indlvidu~l, member, director officer or employee except for reasonable compensation for services rendered, and to ma pay~T~entS and distribution in furtherances of :he purposes set forth herein. The corporation does not contemplate pectmiizy pin or profit, incidental or otherwise. Cooyri_gnt 1977 ~*nl*~ an~ ~a~ bY Jonn C ~l~a Co., 1326 Walnut~t,, ~lla.,.P4, .......... SENT BY:Xerox Telecopier ?020 ; 7-28-00 ; 2:51 ; 2156438356~ 7172431850;~23 08¢B: 1S.?$16 {Ro~. 4.' The lerm For ~hich the corpot'ation is tO exbt is;. ~erpemaI .......... $. The corporation is Or. haZed upon a nonswck basis. (Strike out ii' Lnapplicable) The corporation shall have no members, (NAME OP' IJNINGQ~K)AATI~,I~ ASSOCIATION! 8. The name(s) a~d post office addren(es) of each incorporator(s) is (are): NAM~ AODRES~ Frederf. ck, O., H~aha. m. 9errOr C. ~milton ..... ~_49 lq'. Vall~¥ ~9~d. 1%oli. PA 19301 210 Glenn R~d, A~dmore, PA 1~9003 IN TESTIMONY WHEI~,OF, thc incorporator(t) has (have) ~i~ncd and sealed these Articles of lnccuTora~ion this day of ,~-~.. ' : ........ ,1981 INSTRUCTIONS FOR COMPLETION OF FOItM: For ~'fleral instructions relati~ m the incorporation of nonprofit corporations see 1~ Pi, Code Ch. 29 (ralati~ to nonprofit corporation! senerally), Thee instructions r~lato to such matters as corporate name, stated purposes, term .or' existence, authorized share structure, inclusion of' namos of t=trst directors in the A~lcles of Incorpontion, provisions on incorporation of unincorporated associations, eta. ii. One or more corporations or natural porsons of full ~ae may incorporate a nonprofit corporation. C. If thc ¢orpo~tion is to be orsafllzed upon a stock shat~ basis Paraeraph 5.should be modified accordtnliy, D. Optiorml provisions required or authorized by law may be added as Parafffaphs 8, 9, 10 ... eta, E. The followinll shall accompany Skis form: (l) Any nac~mar~ copi~ of Form DSCB:IT.2 (Consent to Appropriation of Name) or Form DSCB;17,3 (Cort~nxt to Use of Similar Name). (2) Any nccessar~ $ovcmm~al ~Dprovah. IS Pa,C,S, 173 ~ (rc~'~dg l~ ~rtJ~nt) r~mr~ ~t the inco~rato~ ~ advettt~ thor lflten2on to file or the cor~ration ~ ad~the' :/~pf oracles of ~co~o~tion. ~fs of publl~tiofl of ~ch ad. trains ~ould not be~ deliyer~ to the~nt, but ~ould be filed with the ~ut~ of the ' -' "', 3 3 U COOyFI~PJt 2e77 Ptlfltict and S~I~I I)¥ Jol~fl C. ClarX Co., 1326 Walnut St, Philo., Pal EXHIBIT D ~ 005 Fiscal Year 2002-2003 STEVENS CENTER BOARD OF DIRECTORS Name of Board Member The Honorable M. Joseph Rocks 9201 Eagle View Drive Lafayette Hill, PA 19444 (610) 260-0322 (H) Northwestern Human Services, Inc.* 620 Germantown Pike Lafayette Hill, PA 19444 (610) 260-4611 FAX: (610) 260-469~ The HonOrable Barbara Hafer Treasurer of the Commonwealth of Pennsylvania 129 FinanCe Building* Harrisburg, PA 17120-0018 (717) 787-2465 (W) (717) 783-9760 (FAX) Gail Petrofsky (Proxy for Treasurer Hafer) PA Treagury Office State OffiCe Building - Room 1010 1400 W. Spring Garden Street Philadelphia, PA 19130 (215) 560-$929 (a9 (215) 990~9955 (CELL) patricia"Di Wynne, Esquire (AS OF 12/21/02) 223 Copper Beech Drive Bli~ B¢I1, PA 19422 (I4)' (FAX) '(610)~453~3888 (CELL) N0rth~'estern Human Services, Inc.* 620 G~rmantown Pike LafaYettb Hill, PA 19444 (610) 260-4618 (W) (610) 260~9635 (FAX) e-mail: P. wynne~nhsonline, ore *Send all mail to this address Title Chairman, President Vice Chairman Secretary/Treasurer EXHIBIT H 20 ,,,,t,1752 AGREEMENT AND PLAN OF REORGANIZATION DIVIDING the STEVENS CENTER (A PENNSYLVANIA NONPROFIT.CORPORATION) INTO the STEVENS CENTER (A PENNSYLVANIA NONPROFIT CORPORATION) AND the HSC RESIDUARY CORPORATION (A PENNSYLVANIA NONPROFIT CORPORAT/ON) AGREEMENT OF ACQUISITION OF THE RESULTING, STEVENS CENTER BY NORTH'WESTERN HUMAN SERVICES OF PENNSYLVANIA, INC.  ~ This Agreement and Plan of Reorganization ("Agreement") is entered into this ~ day of' 'Omvbrr , 2000 among the STEVENS CENTER, a Pennsylvania nonprofit corporation ("the · O] " ' a ~, nd NORTHWESTERN HUMAN SERVICES OF PENNSYLVANIA, INC., a Pe'rmsylvania nonprofit corporation ("NHS"). RECITALS A. The STEVENS CENTER, hereinafter referred to as "the Dividing Corporation", is a Pennsylvania nonprofit corporation organized and existing under the laws of the Commonwealth of Pennsylvania, as amended. wholly owned nonprofit subs/diary Pennsylvania Co, ration of the Dividing Corporation which was a organized and continues to exist undCr the laws/the Co~onwealth of Pennsylvania, as amended. 200097. 753 C. NORTHWESTERN HUMAN SERVICES OF.,p_,A'7., hereinafter referred to as "NHS", is a Pennsylvania nonprofit corporation organized and existing under the laws of the Commonwealth of Pennsylvania, as amended. D. The Parties hereto desire that the Dividing Corporation be reorganized and divided into two (2) separate and distinct nonprofit corporations: the STEVENS CENTER ("TSC"), a new corporation, and the HSC RESIDUARY CORPORATION ("HSCRC"), the surviving corporation (the "Division") w/th the acquisition, immediately subsequent to such Division, of TSC by NHS (the "-Reorganization"). .~~ J E. The Dividing Corporation ~~~~l~¢I/~ NHS,,. are non-stock, (c)O)corporations. ~~ F. The Dividing Corporation has experienced certain financial difficulties which make it unwise, if not impossible, for it to continue the operation of its programs and day to day operations. G. On or about July 10, 2000, NHS has issued a non-binding Letter oflntent to acquire certain assets and certain permitted liabilities/encumbrances (the "LOF') which has been accepted and adopted by the Board of Trustees of the Dividing CorporatSon on or about July 20, 2000. H. Along with the LOI, NHS loaned to the Dividing Corporation that sum not to exceed Seventy Thousand ($70,000.00) Dollars which was evidenced by a Judgment Note executed by TSC on or about July 20, 2000 which was necessary for the Dividing Corporation to meet/ts payroll on July 15, 2000 for the payroll period covering June 15, 2000 to June 30, 2000. I. The LO/calls for closing on the transact/on, then yet to be structured, on or before August I, 2000 since the next payroll of TSC was July 3 I, 2000. However, on July 31; 2000, due to 2 ~ 1754 negotiations with certain banking institutions not having been successfully concluded, and since the Dividing Corporation was able to meet its own payroll without the assistance oFNHS, Closing was postponed. J. As a result of the due diligence, the Part/es became aware that certain debt of the Dividing Corporation that was to be vested in TSC was tax free debt and for such status to be maintained unimpaired would require that TSC be determined by the Internal Revenue Se/w/ce (the "Service") to be a 501(c) (3) corporation prior to it being vested with the tax free debt and the assets encumbered as a result of such. follows: K. The Dividing Corporation and NI-/S have determined to structure the transact/on as 1) The Dividing Corporat/on will reorganize and divide into two (2) separate and distinct nonprofit corporations being (1) The Stevens Center ("TSC"), the new corporation, and (2) the HSC Residuary Corporation (the "HSCRC"), the surviving corporation; Certain assets ("Acquired Assets") and certain permitted liabilities/encumbrances ("Acquired Liabilites") of the Dividing Corporation which are respectively set forth in Exhibits "A" and "B" attached hereto and incorporated by reference (collectively, "Acquired Assets and Liabilities") shall be the sole assets and sole liabilities/encumbrances of TSC on or at the Effective Time of this Division and Reorganization automatically without further need for instrument, act, transfer, conveyance, or assignment; 3 1755 3) Ail other assets, liabilities and encumbrances of the Dividing Corporation which are, in part, set forth in Exhibit "C" attached hereto and incorporated herein by reference, shall, upon the Effective Tirue of this Division and Reorganization of the Dividing Corporation, be the assets and liabilities of HSCRC without further need for instrument, act, conveyance, transfer or assignment; 4) Subsequent to the Effective Time, on the Determination Date, TSC shall be vested without further need for instrument, act, transfer, conveyance or assignment, with the tax free debt and the assets encumbered as a result thereof as set forth in an Agreement with Keystone Bank by and through/ts successor in interest, Manufacturers and Traders Trust Company, of even date herewith and incorporated herein by reference and hereinafter referred to as "Tax Free Debt and Related Assets" and subsequent thereto the Dividing Corporation and HSCRC,/ts successor, shall have no further right, title and/or interest in and/or liability for the Tax Free Debt and Related Assets. Contemporaneously with the Effective Time, NHS shall acquire the new corporation, TSC, as a wholly owned subsidiary by the Board of Trustees of the Dividing Corporation existing prior to the Effective Time relinquishing/resigning at the Effective Time as Trustees of the New Corporation, TSC, and the Board of Trustees 4 designated by NHS constituting the new Board of' Trustees oFTSC at the Effective Time. K. The Boards of Trustees of the Dividing Corporation and NHS have determined that this Agreement achieves substantially the same result as the acquisition of certain assets and liabilities as anticipated in the LOI from a business point of view while achieving an avoidance of'transfer tax and contract assignment insuring no break in the continuity o£programmatic services and flow of'revenues related thereto. L. Furthermore, due to protracted negotiations with certain banking institutions and the continuation of cash flow problems, payroll shortfalls, programmatic continuity concerns, and employee continuation and me, tale issues, the Dividing Corporation and NI-IS, on September 1, 2000, entered into a Lease Agreement and Management Agreement whereby N/-/S would officially take over the management of the Dividing Corporation and its programs and the Dividing Corporation would assign its provider service agreements to NHS pending the conclusion of closing on this Division and Reorganization and occurrence of the Determination Date. M. The Boards of Trustees of the Dividing Corporation and NHS have therefore adopted resolutions approving this Agreement and Plan pursuant to 15 Pa.C.S.A. § 5952(c), 5924 (b) and 5922 Co)(I) on their meeting occurring on October 11, 2000 and October 5, 2000 respectively. NOW, THEREFORE, in consideration of the mutual covenants, agreements, undertakings, representations and warrant/es herein contained and with the intention of being legally bound hereby, the Part/es hereto agree as follows: ARTICLE I GE1NrERAL 200097 1.0l _Division. The Stevens Center, a Pennsylvania Nonprofit Corporation, hereinafter sometimes cal/ed the "Dividing Corporation", shall effect a division (the "Division") in accordance w/th and subject to the terms and conditions of this Agreement. At the Effective Time (as defined in Section 1.04 hereof) the Dividing Corporation shall be divided into two corporations: (i) the Stevens Center (TSC), a Pennsylvania Nonprofit Corporation, the new corporation, and (,ii) the HSC Residuary Corporation (HSCRC), a Pennsylvania Nonprofit Corporation, the surviving corporation, (TSC and HSCRC being hereinafter sometimes collectively referred to as the "Resulting Corporations") with the effect specified by NCL § 5957 (relating to effect of division).. Th,___e D~/viding Corporation shall survive the Division and shalI thereafter be the HSC Residu~__W.2_C~orporation while the new corporat/on shall take Dividing Corporation and ----'-- · the name of the be thereafter known as the Stevens Center. 1.02 Further Assurances with Respect to Asset,:. The Dividing Corporation shall at any time, or from time to time, as and when requested by either of the Resulting Corporations, or by the successors or assigns of either of them, execute and deliver, or cause to be executed and delivered in its name by any of its duly author/zed Officers, all such conveyances, assignments, transfers, deeds, or other instruments, and shall take or cause to be taken such further or other action as either of the Resulting Corporations, or the successors or assigns of either of time, may deem necessary or desirable in order to evidence the transfer, vesting or devolution of any property, right, pr/vilege or franchise or to vest or perfect in or confirm to either of the Resulting Corporations, or the successors or assigns of either of them, title to and possession of the respective property, fights, privileges, powers, immunities, franch/ses and interests referred to in, or identified pursuant to, this Agreement as transferred to or remaining with a Resul ting Corporation and otherwise to carry out the intent and purposes thereof. 3097,1758 1.03 Further Assurances with Respect to Liabilitie,;. Each of the Resulting Corporations shall at any time, or from time to' time, as and when requested by the other Resulting Corporation, or by its successors and assigns, execute and deliver, or cause to be executed and delivered in its name b7 any of its duly authorized Officers, all such assumptions, acknowledgments or other instruments, .and shall take or cause to be taken such further or other action as the other Resulting Corporation, or its successors and assigns, may deem necessary or desirable in order to evidence the apportioning of the debts arid liabilities oft. he Dividing Corporation between the Resulting Corporations in the manner specified in, or pursuant to, this Agreement and otherwise to carry out the intent and purposes hereof. 1.04 .Effectiveness. Articles of Division incorporating this Agreement, and such other document~ and instruments as are required by, and complying in all respect with, the NCL shall be delivered to the Department of State of the Commonwealth of Permsylvania on or after-~er Jg, t 2000. This Division shall become effective upon filing of Articles of Division in the Department of State (which time is herein called the "Effective Time"). 1.05 ~. The Parties hereto shall submit the instant transaction to the Orphans' Court Division of the Court of Common Pleas of Cumberland County for approval/ratification promptly after the Effective Time. .ARTICLE II - TSC ~ 2.01 _TSC Articles of Incorporation_. The Articles of Incorporation of TSC, the new Corporation, are attached heret° and incorporated herein by reference and marked Exhibit "D", hereinafter referred to as the SC Artmles, and such shall be effective at the Effective Time. 200097 'i7-~-' 2.02 TS__~C Bylaws. The Bylaws of the Dividing Corporation as amended and in effect immediately prior to the Effective T/me shall at the Effective Time be the Bylaws of TSC until changed in the manner therein provided (hereinafter referred to as the "TSC Bylaws"). 2.03 _T$C Trustees and Officers. The Trustees and Officers of the Dividing Corporation shall, at the Effective Time cease being the Officers and Trustees of TSC, the new corporation, and said existing Trustees and Officers of the Dividing Corporation shall resign and withdraw as Officers and Trustees of TSC, the new corporation, at the Effective Time and the Trustees and Officers appointed by NTIS shaIl contemporaneously at the Effective Time become the Trustees and Officers of TSC. and !n effect irnrnediately prior to the lq. tTective Time/~all, at the Effective Time, be the A.rticles of Articles"). 2.06 SI-IC Trustees and Office tees and Officers of SHC shall change at the Effective Time so that all existing Trustees and C plrcers of SHC shall resign and withdraw at the Effective Time and the Trustees and Officer~,/app'~p~ 07:: {~ted by NHS as the Officers and Trustees of TSC, -~ ~ffective Time become the Trustees and Officers ARTICLE/II - HSCRC 2 7.!760 3.01 Articles of Incorporation_. The Articles of Incorporation of the Dividing Corporation, as amended, and in effect immediately prior to the Effective Time shall at the Effective Time b~ the Articles of Incorporation of HSCRC. 3.02 ~Bvlaws. The Bylaws off.the Dividing Corporation as amended and in effect ~mme~diately prior to the Effective Time shall at the Effective Time be the Bylaws of HSCRC until ~d in the manner therein provided (hereinafter referred to as "HRCRC Bylaws"). 3.03 Trustees and Officers. T? Trustees and Officers of the Dividini._C__orporation shall .__at the EffectiVe be the Trustees and Officers of the HSCRC, until cha~ in. the HSCRC Bylaws. ARTICLE IV EFFECT OF D/VISION 4.01 Assets and Liabilities General155 Except as otherwise provided in subsequent provisions of this Art/cie PC, all of the'assets, property, liabilities, and encumbrances, contingent or othem, ise, of the D/v/ding Corporation, including all debts due on whatever account to it, and al/ liabilities of the D/v/ding Corporation, shall at the Effective Time be taken and deemed without further act or deed to be vested in HSCRC. 4.02 Acquired Assets and Liabilities. The assets and property set forth in Exhibit "A" (the "Acquired Assets") hereto, along with the liability and encumbrances set forth in Exhibit "B" (the Acquired Lmbdlties ) hereto shall, at the Effective Time, including, without limitation the corporate name the Stevens Center, be taken and deemed without further act or deed to be transferred to and vested in TSC (collect/rely referred to as the "Acquired Assets and Liabilities"). 4.03 _'/'SC Post Division Liabilities. TSC shall at the Effective Time be free of all of the :lebts, liabilities, and obligations of any nature, kind, or type, whatsoever, contingent or otherwise, of the · "1761 Dividing Corporation except for those set forth in Exhibit "B" hereto as hereinabove provided for in Sect/on 4.02. In no event shall TSC be viewed or determined to be a successor corporation to the Dividing Corporation, nor be deemed liable for the successor liability of the Dividing Corporation. Al1 liabilities, if any, of the Dividing Corporation as a nonprofit corporation and/or corporation under NCL § 5103 and BCL § 1572 (relating to definitions) or otherwise, other than those set forth in Exhibit "B", shall without further act or deed be apportioned to and assumed by HSCRC. The Resulting Corporations shall each thenceforth be responsible as separate and distinct corporations only for such debts, liabilities and obligations as each corporation may undertake or incur in its own name, except as hereinafter provided in Section 4.04. The Dividing Corporation and HSCRC, jointly and severally, herewith indemnify- and hold TSC harmless, including, without limitation, reasonable counsel fees, with respect to any debt, liability, obligation and/or the claim thereof of the Dividing Corporation and/or HSCRC. which is not vested in TSC pursuant hereto. 4.04 Effect of Determination Date.. On the Determination Date as hereinafter defined in .Section 4.07, the Tax Free Debt and Related Assets as hereinabove defined shall be taken and deemed without further act or deed tO be vested in Tsc. 4.05 Acauisition of TSC. At the Effective Time, TSC shall be a wholly owned subsidiary of NHS without further act or deed, as hereinabove provided in Article II. 4.06 Notice to Office of Attorney General. IfNHS elects to discontinue all or substantially all the operations of TSC or SHC, within a reasonable time pr/or t6 the act of discont/nuance, NHS shall provide written notice to the Commonwealth of Pennsylvan/a, Office of Atton~ey General of su ch proposed discontinuance and the Office of Attorney General shall have the right to and approve the disposition of the assets of TSC and SHC in a manner consistent with the l0 doctrine of"cy pres" currently codified at 20 Pa. C.S. § {5110 pursuant to 15 Pa.C.S. § § 5547 and 5975 or 5929. 4.07 _Determination Date. The Determination Date shall be that date subsequent to the Effective Time on which the Service shall issue its determination that TSC shall be considered a 501(c)(3) tax exempt nonprofit corporation. ARTICLE V REPRESENTATIONS AND WARRANTIES OF TIlE DIVID/_NG CORPORATION SF/C AND TI-IE OFFICERS AND TRUSTEES OF TI-/.E DIVIDING CORPORATION AND SHC The Dividing Corporation, S~C and each of the Officers and Trustees of The Dividing Corporation and S~ represent and warrant (except as indicated to the contrary below) to NHS as follows: 5.01 _Due Incorporation. etc The Dividing Corporation and SHC are validly organized and existing corporations in subsistence under the laws of the Commonwealth of Pennsylvania and satisfactmy evidence of such good standing has heretofore been or will promptly be delivered to NILS. The Dividing Corporation ~ have requisite corporate powers to carry- on their business as they are now being conducted, are qualified to do business and are in good standing in every jurisdiction in which the character and location of their assets or the nature of the business transacted by them requires such qualification, except where the failure to be so qualified and in good standing would not have a material and adverse effect on the Dividing Corporation at~t--St4C. The copies of the Articles of Incorporation and By-laws, and all amendments thereto, of the Dividing Corporation ~S/4C, which have heretofore been or promptly will be delivered to NHS, are complete and correct. 5.02 _Trustees. All Trustees and Officers of the Dividing Corporation a~ prior to the Effective Time are listed on Schedule 5.02 not attached but incorporated by reference. 11 20009i ,t63 5.03 Financial Statements. The audited financial statements of the Dividing Corporation ~ as of June 30, 1999, cons/sting of a balance sheet, statement of operations, and a statement of cash flows, f~r the twelve months ended that date which the Dividing Corporation ~ has delivered to NHS have been certified by Smith, Elliot, Keanrs & Company, independent certified public accountants. Such financial statements present fairly the financial position of the Dividing Corporation ~ and the results of its operations and changes in financial positions as of the date and for the period indicated, in conformity with generally accepted accounting principles consistently applied during such period. As of August 31, 2000, there were no material obligat/ons or liabilities (whether accrued, absolute, contingent or otherwise) of the Dividing Corporation ~ not adequately reflected on the balance sheet (and the notes thereto) as of such date. 5.04 INTENTIONALLY DELETED. 5.05 (A) Asset Descr/ptions. The Dividing Corpora/ton and SHC have furnished, or will furn/sh at the time of the execution of this Agreement, to NHS, a list (the "Asset List"), Schedule 5.05(A) not attached, but incorporated by reference, dated the date of this Agreement, describing all assets owned by the Dividing Corporation ,~-' ~5~C. (B) Liabilities Descriptions. The Dividing Corporation~ have furnished, or will furnish at the time of the execut/on of this Agreement, to NITS, a list (the "Liabilities List"), Schedule 5.05(B) not attached, but in.corporated by reference, dated the date of this Agreement, describing all liabilities of the Dividing Corporation ~. 5.06 Liti~_atkmList. The Dividing Corporation ~.have also furnished, or will furnish at the time of the execution of this Agreement, to NHS, a written description (the "Litigation ~st ), Schedule 5.06 not attached, but incorporated by reference, dated the date of this Agreement, of 12 ,I764 all civil or criminal actions, proceedings, arbitrations or investigations pending, or, to the best knowledge of the corporate officers or trustees of the Dividing Corporation~; after such inquiry as they detem]ine to be appropriate, threatened by or before any court, governmental agencT, regulatory author/ty or arbitrator against the Dividing Corporation ,~l~"Or any director or officer of the Dividing Corporat/on~, in such capacity as either Plaintiff or Defendant. 5.07 .No Material Adverse Chane~. Since June 30, 1999, there has not been (i) any material adverse change in the financial condition, business properties or assets of the Dividing Corporat/o~ in the aggregate; (ii) any loss or damage to any of the properties or assets of the Dividing Corporat/on~ (whether or not covered by insurance) which has mater/ally and adversely affected the Dividing Corporatiomor-fr/.~. or impaired the ability of the Dividing Corporation t.,..o,r.-fS~ to conduct its business; (iff) any other event or condition of any character which has materially and adversely affected the bus/ness oft he Dividing Corporation~ (iv) any mortgage or pledge of any of the properties or assets of the Dividing Corporatio~ (other than as disclosed on the Document List'); or (v) any increase paid or agreed to be paid in compensation, retirement benefits or other commitments to employees, other than in the ordinary course of the Dividing Corporation ~ business. 5.08 _Good Title. etc. The Dividing Corporation,a~-S.H~ have title to all of/ts properties, including, without limitation, all property reflected on the balance sheet of the Dividing Corporation ~ dated as of June 30, 1999 (but excluding property disposed of subsequent to September 1, 2000) and prior to the date hereof in the ordinary course of business), free and clear of any mortgage, lien, pledge, charge, claim or encumbrance. 13 n0097,1765 5.09 Workina Order. Except as described in Schedule 5.09 not attached hereto but incorporated herein by reference, all material machinery and equipment of the Dividing Corporation ~ ~re in working order and repair (normal wear and tear and normal repair or maintenance excepted). Except as set forth in the Document List, the Dividing Corporation ~ have the unrestricted right to use its properties for its operations as presently conducted and/or to transfer said property as they shall determine. 5.1 0 No Breac____h.h. Except as otheru//se disclosed in wr/ting, the Dividing Corporation ~ ~ave not breached, nor are in default under the terms of any indenture, agreement, employee benefit plan, lease or license to which it is subject or bound that is material to the business of the Dividing Corporation a.mt-gI~, and, to the best'knowledge of the Officers and Trustees of the Dividing Corporation~ after such inquiry as they determine to be appropriate, each such indenture, agreement, employee plan, lease and license is valid and effective. The Dividing Corporation ~ are not in default with respect to any Order of any Court, regulatory agency or other private or governmental authority, specifically pertaining to TSC~ 5.11 ...This Aereement Not a Default. Compliance with the terms of this Agreement and consummation o£the transactions contemplated by this Agreement will not materially violate or result in a material breach of or constitute a mater/al default under any statute, ordinance or governmental regulation, or any provision of the Articles of Incorporation and By-laws of The Dividing Corporation ~, or the provisions of any indenture, mortgage, lien, lease, agreement, instrument, order, judgment, decree, or any other resthction of any kind or character to which any property of the Dividing Corporation~are bound or by which the Dividing Corporatim~re bound. I4 00097 ,166 5.12 No Other Commitments. Except for the making of capital expend-itures in amounts less than Five Thousand ($5,000.00) Dollars each and except for the making of capital expenditures which are disclosed in the Asset List (which includes al/such expenditures which individually totaled Five Thousand ($5,000.00) Dollars or more), since June 30, 1999 the Dividing Corporation have not entered into any transaction or commitment other than in the ordinary course of business. 5.12 .I.nformat/on Accurate. All information in writing concerning the Dividing Corporation ~ furnished at or pr/or to the Effective Time by or on behalf of the Dividing Corporation .~ NHS shall when furnished be true and correct in all mater/al respects without omission of'any material fact necessary to be stated to make the information not misleading. 5.13 Due Authorization. etc The execution and del/very of this Agreement by the Dividing Corporation~ and the performance by the Dividing Corporation ~ of/ts obligations under this Agreement have been authorized by its Board of Trustees; and the Dividing Corporation ~'have all requisite authority to enter into and perform this Agreement, subject only to the approval of this Agreement by the Attorney General of the Commonwealth of Pennsylvan/a and the Orphans Court of the Court of Common Pleas of Cumberland County. Subject to the foregoing, this Agreement is a valid and binding agreement to the Dividing Corporation ~ and NHS, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, or other similar laws of general application affecting the enforcement of creditors' rights generally. 5.14 _Consent. Except as provided in Section 5.13 hereof, no consent, approval or authorization of or registration, qualification, designation, declaration or filing with any governmental authority or private person or entity on the part of the sl]areholders of the Dividing Corporation ~are required in connection with the execution and del/very of this Agreement or tl~e consummation of any transaction contemplated hereby. 5.15 Intellectual Property. Except as described in Schedule 5.15 not attached hereto but incorporated herein by reference, the Dividing Corporation ~ do not own or have any intellectual property, including, without limitation, patents, applications for patents, written disclosures of inventions, trade names, trademark registrations, or agreements, including agreements with/ts employees, under which TSC~re either a licensee and/or licensor (and no such agreements are being negotiated). No amounts are or will at any time hereafter be owing to any employee of the Dividing Corporation~ in connect/on with any patent or invention. 5.16 Broker's or Finder's Fees, etc. No agent, broker, investment banker, person or firm acting on behalf of the Dividing Corporation~r under the author/ty of the Dividing Corporation ..l~'~IL"~ or will be entitled to any broker's or finder's fee or any other commission or similar fee directly or indirectly from any of the parties hereto in connection with any of the transactions contemplated herein. 5.17 ERISA. Act of 1974 ("ERISA"). There are no Plans subject to the Employee Retirement income Secur/ty 5.18 INTENTIONALLY DELETED. 5.19 Insurance. The Dividing Corporation and SHC keep all of/ts business and properties which are o£an insurable nature insured, with insurers reasonably believed by the Dividing Corporation ~ to be responsible against loss or damage or arranges with others to do so. 5.20 Compliance with Applicable Law. To the best knowledge of the Officers and Trustees of the Dividing Corporation ~, after inquiry as they determine to be appropriate, the ]6 2 97.1768 Dividing Corporation ~ are in compliance in all material respects with all laws, regulations, governmental orders or judgments applicable to/ts business as a whole, and has all mater/al licenses, perm/ts and other governmental authorizations necessary for the conduct of/ts business as a whole. 5.21 .Untrue Statement.~. No representation or warranty by the Dividing Corporation ~ ,~-~a~nd/or its officers or Trustees in this Agreement contains or will contain any untrue statement ora material fact, or omits or will Omit to state a mater/al fact necessary to make the statements contained therein not misleading. No written information, statement or certification furnished to NHS by the Dividing. Corporation ~ or its Officers or Trustees pursuant hereto or in connect/on with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or om/ts or w/Il omit to state a material fact necessary to make the statements contained therein not misleading. No breach under this Article V shall have occurred if any matter which is required to be disclosed on a particular list hereunder is not disclosed on that list, but appears on a different list furnished in accordance with this Article V. 5.22 _Environmental Perm/ts. etc. The Dividing Corporation ~:and its Officers and Trustees warrant that to the best of their knowledge, the Dividing Corporation ~: (a) are not required to obtain any permits, licenses and other author/zations required under federal, state, local and foreign environmental laws, statutes and ordinances, including, but riot limited to the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 U.S.C. § 9601 e_it se_~._q., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et se_~., the Federal Water Pollution Control Act, 33 U,S.C. §1251 etse_.e._q., the Clean Air Act, 41 U.S.C. § 2601 e._tse_.~q., as amended, the Federal Insecticide, Fungicide and Rodent/c/de Act, 7 U.S.C. §§ 136 to 1364, the Occupational Safety and Health Act of 1970, 29 U.S.C. §sS 651 to 678, and any applicable state or local law relating to the 17 200OO,.- 769 protection of'the environment, and including any rules, regulations, orders, decrees, plans, codes, judgments, injunctions, notices or demand letters, prohibitions, obligations, schedules, timetables, standards, conditions or requir,ements issues, entered, approved or promulgated thereunder, relating to pollution or protection of the environment, including laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, wastewater, industrial substances, toxic substances, hazardous substances (as defined in Section I01 (14) ofCERCLA, 41 U.S.C. § 9601(14)), or solid or hazardous wastes in, into, onto or upon the environment (including, without limitation, ambient air, surface water, ground wate~-, or land), or otherwise relating to the manufacture, processing, distr/but/on, use, treatment, collection, accumulation, storage, disposal, transport, or handling of pollutants, contaminants, chemicals, wastewater, or industrial, toxic or hazardous substances or wastes (collectively the "Environmental Laws"); and (b) is in compliance with all applicable Environmental Laws. The Dividing Corporation~ have not received (i) any notice of the violation or alleged violation of, or noncompliance or alleged noncompliance with, any of the Environmental Laws, permits, licenses or other author/zations; (ii) any notice, demand, claim, order or req'uest for the performance of, or the payment of costs or expenses for, any test, investigation, assessment, examination, cleanup, removal, remediation, mitigation, response, treatment or restoration with regard to environmental condition; or (i/i) any notice, or have knowledge of, any environmental contamination or the disposal of any hazardous substance, pollutant or contaminant at, in, into, onto, upon, by or from any real property owned, operated, possessed or used by the Dividing Corporation ~ or the environment; and there is not now and has not been, as a result of the Dividing Corporation~Sa~s activities (y) any violation or alleged violation, or noncompliance or alleged noncompliance with, any of the Environmental Laws, permits, licenses, or other authorizations; or (z) any envirorm~ental contamination I8 2' ,97. 770 of, or the disposal of any hazardous substance, pollutant or contaminant at, in, into, onto, upon, by or from any real property owned, operated, possessed or used by the Dividing Corporation ~ or the environment. The Dividing Corporation and SHC have not disposed of, have not arranged for the disposal of, nor have any knowledge of the disposal of, any hazardous substance on any real property that is covered by this Agreement. ARTICLE VI CONDITIONS PRECEDENT TO CLOSINC All obligations of NHS hereunder arc subject to thc fulfillment (unless specifically waived in writing by NIlS subsequent to the execution of this Agreement) of each of the following conditions at or before the Closing Date: 6.01 Warranties True. All representations and warrant/es of the Dividing Corporation ~'and their Trustees and Officers contained in this Agreement shall in all material respects be true on, and with the same force and effect as though made on, the Closing Date, except for changes permitted by this Agreement. 6.02 TSC~ Performance. The Dividing Corporation ~shall have performed in all material respects all obligations and agreements required of them and complied with all covenants applicable to them as contained in this Agreement, to be performed and complied with by theru on or prior to the Closing Date. 6.03 Good Standine. There shall have been delivered to NHS evidence, whether in the form of telegrams, certificates or otherwise, satisfactory to NHS to establish that the Dividing Corporation~ in subsistence (i) in the state of/ts incorporation; and (ii) in every jurisdiction, in which the character and location of its assets or the nature of the business transacted by it requires that it be qualified to do business. 15 200097-,,/I 6.04 Ovinion of Counsel for the Dividin?. Corporation a~~. NHS shall have been furnished with an opinion, dated the Closing Date, ofMartson, Deardorff, Williams and Otto, counsel for the Dividing Corporation an_~¢,~' to the effect that: (1) The Dividing Corporation ~ are validly organized and existing corporations in subsistence under flae laws of the Commonwealth of Pennsylvania. The Dividing Corporation ~ ~;q/g-~'~rre duly qualified and in good standing as a foreign corporation authorized to do business in each jurisdiction where, because of the nature of/ts business or properties, such qualification is required, except where the failure to be so qualified and in good standing would not have a material or adverse affect on the financial condition, business properties or assets of the Dividing Corporation~. The Dividing Corporation ~ ~ave all requisite corporate power under/ts statutes and articles to carry on its business as then being conducted; (2) The Dividing corporation an..~~.,~non-stock, non-member, nonprofit corporation~ a-a~l ' 'rfia-ry of (3) The execution, del/very and performance of this Agreement by the Dividing Corporation a.q~' have been duly and validly author/zed by/ts Board of Trustees in compliance w/th Pennsylvania Law and its Articles of/ncorporation and By-laws, 20 200097.177- (4) (5) (6) and this Agreement constitutes the valid and binding obligation of the Dividing Corporation~, except as the enforceabilit7 thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws of general application affecting the enforcement of creditors' rights generally; Except as may be specified by such counsel, all consents or approvals (including authorizations or orders of any private person, entity or governmental body) required for the Dividing Corporat/o~ to enter into and perform this Agreement and the transactions contemplated hereby, and all supplements thereto, have been obtained; Except as may be specified by such counsel, all other actions and proceedings required by law to be taken by the Dividing Corporation a~8'l~ at or prior to the Closing Date in connection with this Agreement and the transactions provided for herein have been duly and validly taken; Except as may be specified by such counsel, they do not know after inquiry ofTSC~and its Officers and Trustees, of any mater/al litigation, proceeding or governmental investigation pending or threatened against or relating to the Dividing Corporation~.~S~t~, or any properties or business, or any litigation, proceeding or governmental investigations, Pending or 21 (8) threatened, relating to the transactions contemplated by this Agreement; (7) The execution, del/very and performance of this Agreement by the Dividing Corporation~will not mater/ally violate or result in a mater/al breach of or constitute a material default under any provision oft. he Dividing Corporation's~ Art/c/es of Incorporation or By-laws, or any indenture, mortgage, lien, lease agreement, instrument, order, judgment decree, or any other restriction of any kind or character to which any property of the Dividing Corporation~is subject or bound; and The Articles of Division referred to in Section 1.04 have been duly executed by the Dividing Corporation in accordance with Pennsylvania Law. To the best of counsel's knowledge, upon the filing of the Articles of Division with the Department of State of the Commonwealth of Pennsyivania, the reorganization will become effective as provided in the Articles of Division. The Acquired Assets and Liabilities, at the Effective Time, will be the sole assets and liabilities of the Dividing Corporation and the Dividing'Corporation shall have no other assets or liabilities and all other assets and liabilities of the Dividing Corporation immediately prior to the Effective Time shall, at the Effective Time, automatically and without any further action be the assets 22 and liabilities of HSCR~. Furthermore, the Board of Trustees and Officers oft he .Dividing Corporation ~ shall automatically, at the Effective Time, be those Trustees as set forth in Schedule 6.04 not attached but incorporated by reference. In rendering such opinions, such counsel may rely, as to factual matters, upon certificates such counsel may request to be furnished by Officers, Directors, or Shareholders of the Dividing Corporation a..~t~ and upon such other documents and data as such counsel deem appropriate as a basis for/ts opinion. Such counsel may state that they are admitted to practice only in the Commonwealth of Pennsylvania, that they are not admitted to the Bar in any other state and are not expert in the law of any other state, and that to the extent their opinion concerns the laws of any other state, such counsel has relied upon the opinion of counsel reasonably satisfactory to such counsel who are admitted to practice in such state. ARTICLE VII BINDING AGREEMENT 7.01 Succession. Ail terms, covenants, representations, warranties and conditions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permit-ted assigns. 7.02 Assignment. The Dividing Corporation shall not be permitted to assign/ts interest in this Agreement. 23 ~ ~ ARTICLE VIII SURVIVAL OF WARRANTIES 8.01 Survival Except as othenvise provided ia the Agreement, all representations, warrant/es and covenants of the Part/es made herein or in connection herewith shall survive the Closing for a period of five (5) years. ARTICLE IX NOTICES AND PROVISIONS OF GENERAL APPLICATION 9.0 1 Notices. All notices, requests, waivers and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, given by prepaid telegram or mailed registered or certified first-class mai[ postage prepaid, as follows: the STEVENS CENTER 33 State Avenue Carlisle, PA 17013 With a copy to: Martson, Deardorff, Williams and Otto Ten East High Street Carlisle, PA 17013 With~~opy to: 33 State Carlisle//P~ 17013 CORPORATION Kelley~urphy Suite 16~925 Harvest Drive B lue//B,611, ~A 19422 24 ~ 200097 76 33 State Street Carlisle, PA 17013 HSC RESIDUARY CORPORATION With a copy to: Martson, Deardorff, Williams, & Otto Ten East High Street Carlisle, PA 17013 NORTHWESTERN I-IUM~ SERVICES OF PENNSYLVANIA 1320 Linglestown Road Second Floor Harrisburg, PA 17110 With a copy to: Joseph T. Kelley, Jr., Esqu/re Kelley & Murphy Suite 160, 925 Harvest Dr/ve Blue Bell, PA 19422 9.02 Place of Closing, Closing Date. The Closing shall take place at the Carlisle, Pennsylvania offices of The Stevens Center on October 12, 2000 at i 1:00 A.M., or at such other place, and at such time, as the Parties may mutually agree. The date of the Closing is herein called the "Closing Date". At Closing, the Parties to this Agreement will exchange certificates, opinions and other documents in order to determine whether the terms and conditions of this Agreement required to be satisfied at or pr/or thereto have been satisfied. If the terms and conditions required to be satisfied have been so satisfied, the Articles of Division shall be flied with the Department of Sate of the Commonwealth of Pennsylvania, pursuant to Pennsylvania law, in order to consummate the Division, Reorganization and Acquisition. 25 '1777 Attest: 9.03 Entire Understanding,. This Agreement constitutes the entire agreement and supersedes ali prior Agreements, both written and oral, among the Parties hereto with respect to the subject matter hereof. 9.04 Waivers. The failure of any party at any time or times to require perforrnance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver any party of any condition or of any breach of any term, covenant, representation or warranty contained in this Agreement shall be effective unless in writing, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term, covenant, representation or warranty. 9.05 Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 9.06 Headings. The headings preceding the text of Sections of this Agreement are for convenience only and shall not be deemed part of this Agreement. 9.07 ADr>licable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania. IN WITNESS WHEREOF, the Part/es hereto have duly executed this Agreement and Plan of Division and Reorganization as of the date first above written. th e STEVENS CENTER., Its: STEVENS HOUSING CORPORATION 26 2000g~, .778 Attost: Attest: BY: Its: N O RTI-IWE S TE _..R~ItIJgd. A~ SERVICES Its: ~ - 27 20009¢ 779 EXHIBIT "A" ACQUIRED ASSETS - STEVENS CENTER 1. All names, trade names, service and trademarks, patent copyrights and any and all other intellectual property, including without limitation, the "Stevens Center" and all of its preceding names, the "Stevens Housing Corporation" and Steven Affordable Housing and any and all other property set forth on Schedule 5.15, incorporated herein by reference. 2. The Stevens Housing Corporation, and all of it assets and liabilities, including, without limitation, the following: a) Louther Place (L.P): which is Louther Place Limited Partnership 63-67 W. Louther Street Carlisle, PA 17013 LP was renovated in 1996 and consists of 17,530 sq ft, 17 Unit, 4 story apartment building - 10 one bedroom apartments - 7 two bedroom apartments. Such may be an historically certifiable building. It was an old church, burned down and was refurbished. Fully modernized five apartments for CRR (mentally retarded clients) and remainder for low income HUD housing. One apartment has been retrofitted for hearing impaired. LP is totally fitted with a sprinkler system on elevator. There is a laundry on each floor. First Floor 5,260 sq fi lA 1 Bedroom lB 2 Bedrooms lC 2 Bedrooms - Second Floor 5,260 sq ft 2A I Bedroom 2B 1 Bedroom 2C 1 Bedroom 2D I Bedroom 2E 1 Bedroom 2F 2 Bedrooms 2G 1 Bedroom Third Floor 5,290 sq ft 3A 2 Bedrooms 3B 2 Bedrooms 3C 2 Bedrooms 3D 1 Bedroom 3E 1 Bedroom 200C,. 1780 3F 2 Bedrooms 3G 1 Bedroom Fourth Floor 1,690 sq ft No apartments Such has been valued as follows: 10 1 Bedroom ~ $20,000.00 and 7 2 Bedroom ~ $28,000.00 for the total sum of $396,000.00. b) Silver Spring Courtyards, L.P. and its real estate under development 3. All contracts with any and all local, county, state, federal, and/or private sector person or entity wherein the Stevens Center provides services. 4. All Insurance Policies and contracts. 5. All Leases for Real Estate whether as a lessor and/or lessee, incl. uding, without limitation, the following: Hanover Manor - I Lease Storage Space - 1 Lease Shippensburg Office - I Lease Perry County Office - 1 Lease Drop In Center (100 High Street) 1 Lease (Also, three (3) equipment leases for copiers) 6. All Bank Accounts, cash, certificates of deposit. 7. All property, plant, equipment, supplies, furnishings and personalty of any nature whether tangible or intangible. 8. All licenses, permits, filings or authorizations, franchises, etc. with respect to the operation of TSC and SHC and the provision of their services, including, without limitation the following: 9. All those certain parcels of real estate which are commonly known and referred to as follows: (i) the Stevens Center, 33 State Avenue, Carlisle, PA 17013, this location constitutes the main building which is Flex Space built in 1994 single story constructed with several wings consisting of 21,715 sq ft on 2+ acres which is valued ~ $68 - $75/psf estimated to be $1,476.630.00 to $1,628,625.00; and (ii) 4648 E. Pomfret Street, Carlile, PA 17013 which is an old twin home which 200097 needs repairs and upgrades. I0. All prepaid expenses. 11. All other assets shall at the Effective Time be assigned and transferred to and vested in and accepted by HSC Residuary Corporation. reference. 12. All other assets set forth on Schedule 505A - the Asset List incorporated herein by 13. All accounts receivable. Any of the aforementioned assets, including, without limitation, 33 State Street, Carlisle, PA, and the accounts receivable which are encumbered by the Keystone Bank Tax Free debt are to be vested at the Effective Time in HSCRC until the Determination Date at which time such shall be vested in the Stevens Center, the new corporation. 200091 THE STEVENS CENTER Asset List Cash/Equivalents Trusts and Investments Accounts Receivable - Third Party/Clients Accounts Receivable - Cumberland County Accounts Receivable - Other Intercompany Receivables Prepaid Expenses Land and Buildings: 33 State Street, Carlisle (Book Value) 46-48 E. Pomfret St., Carlisle (Book Value Furniture and Equipment (Book Value) (See Furniture and Equipment Listing) Other Assets: Deferred Financing Fees Charter Membership, Community Behavioral HealthCare Network of Pennsylvania Start Up Costs Total Assets Amount $ 55,409 6,972 440,890 74,675 119,873 168,430 24,736 1,253,865 27,150 28,902 33,208 19,000 500 $2.253,610 Schedule 505A ,...,097-1783 EXHIBIT "B" ACQUIRED LIABILITIES - STEVENS CENTER 1. Certain liabilities/payables as set forth on Schedule 5.05 (B) incorporated herein by reference and as designated therein, either at the Effective Time or Determination Date.. 2. The obligations of Keystone Bank as provided in the Agreement of even date herewith which shall be vested in the Stevens Center, the new corporation, on the Determination Date. 3. The obligations of Harris Bank as provided in the Agreement of even date herewith which shall be vested in the Stevens Center, the new corporation, at the Effective Time. 4. All other liabilities of the Dividing Corporation shall at the Effective Time be vested in HSC Residuary Corporation, including those to be vested in the Stevens Center, the new corporation, at the Determination Date pending the occurrence of the Determination Date. 2000, 1784 The Stevens Center Liabilities List Creditor/Purpose Keystone Bank, Mortgage 33 State Street Keystone Bank, Second Mortgage 33 State Street Keystone Bank, Line of Credit Keystone Bank, Line of Credit Harris Savings Bank Cumberland County, Human Services Grant Funds Cavanaugh Michales, Ltd., (Note) >bt' Inter-Company Payable LPLP Rents Xact Medicare Services ~ ~ Northwestern Human Services - Loan for Payroll Employee Accrued Vacation @ 6~30~00 Trade Creditors - See Detail Listing Below Total Liablilities Amount $ 447,299.53 $ 593,7O5.26 $ 499,964.69 $ 74,966.66 $ 150,000.00 $ 4,007.60 $ 101,500.00 $ 78,715.00 $ 30,594.82 $ 70,000.00 $ 86,366.75 $ 326,431.84 $ 2,463,552.15 t,~ An~are Computers Adams Hanover Counseling 'Buchamam Ingersoll ~" Companion Technologies - PA Capital Blue Cross Capital Blue Cross J~ Capital Telecommunications Carl D. Bert Cavanaugh Michaels, Ltd. Carlisle Chamber of Commerce Dauphin Oil Company DePaul Realty Company Eastern Maintenance Systems Keystone Financial ~ /"Fishers Lawn Service First Energy Fleet Fueling Ahold Financial Services iGMAC Grace United Methodist Church Harris Business Banking IMWRF Infinity Print Graphics James Wilson Safe Harbour Amount $ 507.20 2,109.25 3,176.53 1,2O0.0O 195.00 5,427.38 4,345.60 1,280.00 109,080.90 200.00 5,529.26 14,607.41 10,255.25 21,133.41 210.00 3,106.38 (27.48) 4,915.49 38.16 560.00 495.83 50.00 556.50 10,505.00 Schedule 5.05B, Page 1 of 3 0009 The Stevens Center Liabilities List f Keller Brothers, Inc. Henry S. Lehr, Inc..~ Lowes Business Account Lindeman Moving Co, Inc. Lube 'N Go Martson Deardorff Moorefield Communications Mobil Fleet MBNA America Minolta Leasing Services Paige A. Nelson Paychex Paychex, Inc. Patient Accounting Services, Inc. ~ PP&L PP&L PP&L Penn Community Providers PCPA Group Workers Comp Fund Perry Health Center Phoenix American Life Perry Health Center Philadelphia Child and' Family Services Pitney. Bowes, Inc. Postmaster Purchase Power Print Image Richard L. Rovegno Staples Credit Plan The St. Paul The Sentinel Smith Elliott Kearns and Company ~ David W. Shively AIItel Tuckey Mechanical Services Terminex International Toshiba American Info Systems Comcast Cable Transkrit, Inc. Sprint Sprint Yellow Pages S SPrint 'Sprint print Amoul3t $ 2,449.17 $ 16,324.00 352.38 613.83 72.74 19,493.22 1,258.65 (18.77) 244.23 3,798.54 1,585.00 398.55 83.10 33,580.22 497.54 240.27 41.63 3,5?3.6? 3,081.00 273.83 1,628.46 273.83 2,000.00 854.32 100.00 2,659.14 2,310.16 1,825.00 - 388.81 3,435.4O 459.98 7,788.86 475.00 1,062.24 1,290.00 40.00 1,099.86 18.19 1,660.31 3,303.17 2,742.OO 864.70 253.51 72.72 Schedule 5.05B, Page 2 of 3 ~' -',~ The Stevens Center 2000~ 178~ Liabilities List Trade CreditQ[ ('Sprint ,< Steven Walters [ Waste Management of Central PA [ Xitech ~' ~, Total Trade Creditors Amount 74.10 7O.OO 284.21 1,998.00 $ 326,431.84 Schedule 5.05B, Page 3 of 3 200097-1787 EXHIBIT "C" ASSETS AND LIABILITIES TO BE ASSIGNED TO AND VESTED IN H.S.C.R.C~ The non-inclusive assets and liabilities to be assigned and/or vested in the H.S.C.R.C. without limitation as follows: 1. All assets of the Dividing Corporation not included on Exhibit "A", including, without limitation, the safe deposit box(es) and contents, if any. All liabilities of the Dividing Corporation not included on Exhibit "B", including, without limitation, i) The claims of Lawrence Haber, including, without limitation, those set forth by his counsel in her letter of September 19, 2000, attached hereto. ii) Any possible wage and hour claim of relevant employeees or past employees and/or the government (federal, sSate, county, local) and/or any entity to which Stevens Center provided services, including, without limitation, such as is set forth in the E-Mail of Al Vitelli of August 3, 2000. iii) Any possible partial hospitalization claim of the OIG of HHS, OIG of the Commonwealth of Pennsylvania, the Department of Justice of the United States of America, whether civil or criminal. iv) Any and all successor liability. 20009, 788 The Tax Free Debt and Related Assets pending the occurrence of the Determination Date. The Dividing Corporations Tax Free Debt with Keystone Bank as set forth in an Agreement of even date herewith and the assets encumbered as a result thereof shall vest in HSCRC pending the occurrence of the Determination Date at which time such shall vest in the Stevens Center, the new corporation. EXHIBIT I Microfilm Number 26..,7.1750 AIJTICL~ OF DIVISION-NONPROFiT CORPORATION O.SCB:I 5-5954 (Rev 90) In compliance with the requirements of 15 Pa.C.S. § 5954 (relating to articles of division) the undersigned business corporatiop, desiring to effect a division, hereby states that: STEVENS CENTER 1. The name of the dividing corporation is: 2. (Check and complete one of the following): The dividing corpordtian is d domestic nonprofit corporation and the (al address of its current registered office in this Commonwealth or [bi name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Deparrment]: (a) 33 STATE AVENUE CARLISLE PENNSYLVANIA 17013 cUMBERLAND?, Number and Street (b) c/o: City State Zip County Name of Commerc~l Registered OffiCe Provider Counw FOr a corporation represented by ~2 commercial registered O~Ce provider, the county in (b) shall de deemed The county in which corporcrtJon isdocated for venue and offidal publication purposes. The dividing corporation is a qualified foreign nonprofit corporation incorporated under the Jaws of and the (al address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider..and the county of venue is (the Department is hereby authorized to correct the fallowing information to conform to the records of the OepartmentJ: Number and Street (bi c/a: City State Zip County Name of Commercial Registered Office Provider County For a corporation represented by a commercial registered office provider, the county in (bi shall be deemed the county in which The corporation is located for venue and offidat publication purposes. The dividing corporation is a nonqualified foreign nonprofit corporation incorporated under the laws of and the address of its principal office under the laws of such domiciliary jurisdiction is: Number and Street 3. The~'statute by or under which it was incorporated is: 4. The date of its incorporcTion is: March 15, 1932 City State Act of' April 29, 1874 Zip as Welfare Association, of Carlisle DSCB:I 5-5954/Rev 90)-2 ............ ~ 200097-175I 5. (Check one of the following): XX The dividing co~oration will suwive the division, and shall undergo a name change and be known as: HSC Residuary Corporation c/o Martson, Deardorff, Williams & Otto, ATTN: Benjamin T. Warner, The dividing corporation wiJJ not survive the division. Esquire, Ten East High St., Carlisle, PA 17013 6. The nome and the address of the registered office in this Commonwealth or nome of its commercial registereC office provider of each new domestic nonprofit corporation and qualified foreign nonprofit corporation resulting from the division are as follows: ', Name of Corporation Address of Registered Office or Name of Commercial Registered Olt'K:e Provider County STEVENS CENTER 33 STA.TE AVENUE CARLISLE PA 17013 CUMBERLAND 7. (Check. and if appropriate complete, one of the following): XX The plan of division shall be effective upon filing these Articles of Division in the Department of State. The plan of division shall be effective on: at Date Hour 8. (Check one of the following): The dividing corporation is a domestic nonprofit corporation and the plan of division was adopted by action of the members (or shareholders) pursuant to 15 Pa.C.S. § 5905. The dividing corporation is a domestic nonprofit corporation and the plan of division was adopted by action of the members (or shareholders] pursuant to 15 PQ.C.S. §§ 5924(a) and 5952(c) and (d). X The dividing corporation is a domestic nonprofit corporation and the plan of division was adopted by action of the board of directors pursuant to 1,5 Pa.C.S. §§ 5924(b] and 5952(c) and (d). (Check. and if appropriate complete, one of the following): ~ The plan of division is set forth in full in Exhibit A attached hereto and made a part hereof. Pursuant to 15 Pa.C.S. § 5901 (relating to omission of certain provisions, in any, from filed plans) the provisions of the plan of division that amend or constitute the operative provisions of the Articles of Incorporation of the resulting corporations as in effect subsequent to the effective date of the plan are set forth in full in Exhibit A attached hereto and made a part hereof. The full text of the plan of division is on tile at the principal place of business of the resulting corporation, the name and address of which is: Name of Resulting Corporation Number and Street City State Zip County IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Division to be signed by o duty authorized officer thereof this 6th day of October ,, 2000. STEVENS CENTER EXHIBIT J Microfilm Number 20009? Entity Number ~,~ c~---( Filed with the artment of State on NOV Secretary o! lhe G6~mo'nwealfh ARTICLES OF INCORPORATION-DOMESTIC NONPROFIT CORPORATION DSCB:15-5306 (Rev 90) In compliance with the requirements of 15 Pa.C,S. § 5306 (relating to articles of incorporation], the undersigned, desiring to incorporate a nonprofit corporation, hereby state(s) that: 1. The name of the corporation is: Stevens Center 2. The (al address of this corporation's initial registered office in this Commonwealth or (bi name of its commercial registered office provider and the county of venue is: (a) 1320 Lin~lestown Road HarrisburK PA 17110 Dauphin Number and Street City State Zip County (b) c/o: Name of Commercial Registered Office Provider County For a corporation represented by a commercial registered office provider, the county in (bi shall be deemed the county in which the corporation is located for venue and official publication purposes. 3. The corporation is incorporated under the Nonprofit Corporation Law of 1988 for the following purpose or purposes: See exhibit A attachements and incorporated herein by reference 4. The corporation does not contemplate pecuniary gain or profit, incidental or otherwise. 5. The corporation is organized upon a nonstock basis. 7. ~~~~~ · · · - 8. The name and address, including street and number, if any, of each incorporator is: Name Address Michael J. Breslin 1320 Linglestown Road, Harrisburg PA 17110 9. The specified effective date, if any, is: Not applicable - effective on filin~ month day year hour, if any 10. Additional provisions of the articles, if any, attach an 8 1/2 x 11 sheet. D"~CB:1,5-5306 (Rev 90)o2 ' r)097.1790 ,~ IF~TESTIMONY. W~HEI~OF, the incorporator(s) has (hove) signed these Articles ot Incorporation this._~ doy - s' 8-tu/e) -----'-- (Signature} of {Signature) ,097-179I 11. 12. 13. 14. 15. The corporation is incorporated under the Nonprofit Corporation Law of the Commonwealth of Pennsylvania exclusively for charitable, educational and scientific purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986. The corporation does not contemplate pecuniary gain or profit, incidental or otherwise. The corporation is formed to provide persons, including minors, suffering from mental illness or retardation with mental health and related services designed to meet their physical, social and psychological needs and to promote their health, security, happiness and usefulness and to promote and foster affordable housing. The corporation is irrevocably dedicated to and operated exclusively for nonprofit purposes. No part of the income or assets of the corporation shall be distributed to, or inure to the benefit of, any individual. The term for which the corporation is to exist is perpetual. The corporation is empowered to do all manner of things which a nonprofit corporation may do under Pennsylvania law. The corporation may have one or more members as described in it Bylaws with such powers as are granted to the member (s) in the Bylaws. (a) No part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501 (h) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal tax laws), and the corporation shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of (or in opposition to) any candidate for public office. (b) Notwithstanding any other provision set forth herein, the corporation shall not carry on any activities not permitted to be carried on (i) by a corporation exempt from Federal income tax under Section 501 (c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal tax laws, or (ii) by a corporation, contributions to which are deductible for Federal income tax purposes. (c) The Corporation shall be managed at all times with policies and practices that provide for equal rights, privileges and opportunities to any person regardless of age, race, sex, religion, national origin or sexual preference. 200097 /92 16. 17. 18. in the event of the entire or partial termination, dissolution or winding up of the corporation in any manner or for any reason whatsoever, the assets of the corporation which remain after payment, or making provision for payment of all liabilities of the corporation, shall be distributed to and only to one or more nonprofit organizations exempt from Federal income tax under Section 501 © (3) of the Internal Revenue Code of 1986, or corresponding provision of any subsequent Federal tax laws, which have been created and operated for nonprofit purposes similar to those of the corporation, other than ones created for religious purposes. The corporation shall be governed by a Board of Trustees, the number of which shall be established in the Bylaws. The officers of the corporation shall be elected by the Board of Trustees in the manner prescribed in the Bylaws. EXHIBIT K INTERNAL REVENUE SERVICE P. O. BOX 2508 CINCINNATI, OH 45201 Date: 'APR 1 8 2001 STEVENS CENTER C/O NORTHWESTERN HUMAN SERVICES 620 GERMANTOWN PIKE LAFAYETTE HILL, PA 19444 DEPARTMENT OF THE TREASURY Employer Identification Number: 25-1878857 DLN: 17053038031011 Contact Person: LYNN A BRINKLEY Contact Telephone Number: (877) 829-5500 Accounting Period Ending: June 30 Foundation Status Classification: 509 (a) (1) Advance Ruling Period Begins: November 16, 2000 Advance Ruling Period Ends: June 30, 2005 Addendum Applies: No ID# 31435 Dear Applicant: Based on information you supplied, and assuming your operations will be as stated in your application for recognition of exemption, we have determined you are exempt from federal income tax under section 501(a) of the Internal Revenue Code as an organization described in section 501(c) (3) . Because you are a newly created organization, we are not now making a final determination of your foundation status under section 509(a) of the Code. Howeverl we have determined that you can reasonably expect to be a publicly supported organization described in sections 509(a) (1) and 170(b) (1) (A) (vi) . Accordingly, during an advance ruling period you will be treated as a publicly supported organization, and not as a private foundation. This advance ruling period begins and ends on the dates shown above. Within 90 days after the end of your advance ruling period, you must send us the information needed to determine whether you have met the require- ments of the applicable support test during the advance :_~uling period. If you establish that you have been a publicly supported organization, we will classi- fy you as a section 509(a) (1) or 509(a) (2) organization as long as you continue to meet the requirements of the applicable support test. If you do not meet the public support requirements during the advance ruling period, we will classify you as a private foundation for future periods. Also, if we classify you as a private foundation, we will treat you as a private foundation from your beginning date for purposes of section 507(d) and 4940. Grantors and contributors may rely on our determination that you are not a private foundation until 90 days after the end of your advance ruling period. If you send us the required information within the 90 days, grantors and contributors may continue to rely on the advance determination until we make Letter 1045 (DO/CG) STEVENS CENTER a final determination of your foundation status. If we publish a notice in the Internal Revenue Bulletin stating that we will no longer treat you as a publicly supported organization, grantors and contributors may not rely on this determination after the date we publish the notice. In addition, if you lose your status as a publicly supported organi- zation, and a grantor or contributor was responsible for, or was aware of, the act or failure to act, that resulted in your loss of such status, that person may not rely on this determination from the date of the act or failure to act. Also, if a grantor or contributor learned that we had given notice that you would be removed from classification as a publicly supported organization, then that person may not rely on this determination as of the date he or she acquired such knowledge. If you change your sources of support, your purposes, character, or method of operation, please let us know so we can consider the effect of the change on your exempt status and foundation status. If you amend your organizational document or bylaws, please send us a copy of the amended document or bylaws. Also, let us know all changes in your name or address. As of January 1, 1984, you are liable for social security taxes under the Federal Insurance Contributions Act on amounts of $100 or more you pay to each of your employees during a calendar year. You are not liable for the tax imposed under the Federal Unemployment Tax Act (FUTA) . Organizations that are not private foundations are not subject to the pri- vate foundation excise taxes under Chapter 42 of the Internal Revenue Code. However, you are not automatically exempt from other federal excise taxes. If you have any questions about excise, employment, or other federal taxes, please let us know. Donors may deduct contributions to you as provided in section 170 of the Internal Revenue Code. Bequests, legacies, devises, transfers, or gifts to you or for your use are deductible for Federal estate and gift tax purposes if they meet the applicable provisions of sections 2055, 2106, and 2522 of the Code. Donors may deduct contributions to you only to the extent that their contributions are gifts, with no consideration received.' Ticket purchases and similar payments in conjunction with fundraising events may not necessarily qualify as deductible contributions, depending on the circumstances. Revenue Ruling 67-246, published in Cumulative Bulletin 1967-2, on page 104, gives guidelines regarding when taxpayers may deduct payments for admission to, or other participation in, fundraising activities for charity. You are not required to file Form 990, Return of Organization Exempt From Income Tax, if your gross receipts each year are normally $25,000 or less. If you receive a Form 990 package in the mail, simply attach the label provided, check the box in the heading to indicate that your annual gross receipts are normally $25,000 or less, and sign the return. Because you will be treated as a public charity for return filing purposes during your entire advance ruling period, you should file Form 990 for each year in your advance ruling period Letter 1045 (DO/CG) STEVENS CENTER -3- that you exceed the $25,000 filing threshold even if your sources of support. do not satisfy the public support test specified in the heading of this letter. If a return is required, it must be filed by the 15th day of the fifth month after the end of your annual accounting period. A penalty of $20 a day is charged when a return is filed late, unless there is reasonable cause for the delay. However, the maximum penalty charged cannot exceed $10,000 or 5 percent of your gross receipts for the year, whichever is less. For organizations with gross receipts exceeding $1,000,000 in any year, the penalty is $100 per day per return, unless there is reasonable cause for the delay. The maximum penalty for an organization with gross receipts exceeding $1,000,000 shall not exceed $50,000. This penalty may also be charged if a return is not complete. .So, please be sure your return is complete before you file it. You are not required to file federal income tax returns unless you are subject to the tax on unrelated business income under section 511 of the Code. If you are subject to this tax, you must file an income tax return on Form 990-T, Exempt Organization Business Income Tax Return. In this letter we are not determining whether any of your present or proposed activities are unre- lated trade or business as defined in section 513 of the Code. You are required to make your annual information return, Form 990 or Form 990-EZ, available for public inspection for three years after the later of the due date of the return or the date the return is filed. You are also required to make available for public inspection your exemption application, any supporting documents, and your exemption letter. Copies of these documents are also required to be provided to any individual upon written or in person request without charge other than reasonable fees for copying and postage. You may fulfill this requirement by placing these documents on the Internet. Penalties may be imposed for failure to comply with these requirements. Additional information is available in Publication 557, Tax-Exempt Status for Your Organization, or you may call our toll free number shown above. You need an employer identification number even if you have no employees. If an employer identification number was not entered on your application, we will assign a number to you and advise you of it. Please use that number on all returns you file and in all correspondence with the Internal Revenue Service. If we said in the heading of this letter that an addendum applies, the addendum enclosed is an integral part of this letter. Because this letter could help us resolve any questions about your exempt status and foundation status, you should keep it in your permanent records. Letter 1045 (DO/CG) STEVENS CENTER -4- If you have any questions, please contact the person whose name and telephone number are shown in the heading of this letter. Sincerely yours, Steven T. Miller Director, Exempt Organizations Enclosure (s) : Form 872-C Letter 1045 (DO/CG) 872-C (Rev. September ~998) Department of the Treasury Internal Revenue Service Consent Fixing Period of Limitati,',n Upon Ass, ~ment of Tax Under Section 40 of the Internal Revenue Code (See instructions.) OMB No. 1545-0056 To be used with Form 1023. Submit in duplicate. Under section 6501(c)(4) of the Internal Revenue Code, and as part of a request filed with Form 1023 that the organization named below be treated as a publicly supported organization under section 170(b)(1)(A)(vi) or section 509(a)(2) during an advance ruling period, STEVENS CENTER (Exact legal name of organization as shown in organizing document) 620 GERMANTOWN PIKE, LAFAYETTE HILL, PA 19444 (Number, street, city or town, state, and ZIP code) District Director of Internal Revenue, or and the Assistant Commissioner (Employee Plans and Exempt Organizations) consent and agree that the period for assessing tax (imposed under section 4940 of the Code) for any of the 5 tax years in the advance ruling period will extend 8 years, 4 months, and 15 days beyond the end of the firs[ tax year. However, if a notice of deficiency in tax for any of these years is sent to the organization before the period expires, the time for making an assessment will be further extended by the number of days the assessment is prohibited, plus 60 days. Ending date of first tax year 6/30/01 (Month, day, and year) Name of organization (as shown in organizing document) STEVENS CENTER Officer or trustee having au.thority to sign Signature I~ '%'~"'/~ ~ ' ,4. ~' fi'~.~ For IRS use oD/y./ ,J Date 3/14/01 ~peorprintnameandtitle JEFFREY STEINBERG CFO District Director$~ v¢[I°rT.ASsistantMil!er CommissionerDi l~c~or,(Empl°yee ]~Xe m-ptPlans Orgal~izatiorland Exempt Organizations) ] Date~..pR 1 ! 2001 For Paperwork Reduction Act Notice, see page 7 of the Form 1023 Instructions. iSA STF FED1585F EXHIBIT L 6102604694 PAGE 02 0rm 990 Return Organization Exempt From nlcome Tax Under eection 501(c) of the Internal Revenue Code (e~ept black lung benefit trlJs! or ~e., ~,~. Tr~u~ private founda~on), see~on 527, or ~e~ion 4947(a)(1) nonexempt ~h~rit~bJe ~ua~ Internal Revenue S~i=~ ~ The organ~Uon may have ~o use a copy of this r~rn to sati~ s~a~e repealing requirement. A Forthe2000c~lendaryear, OR mz year periOd beginning ~O~ 16 2000 andending OMa NO, 1e~5-0047 2000 Open to Pnbllc :.', Inspection m,)eee C Name of organization O Employer Identification number use IRS ~" Number and street (or P.0. box If mzIl Is not delivered [o sffeet address) s~, Room/suite ETelephone number s~..~'~20,, G~~O~ ~[~ 6~0 260-4600 InetrUc- c~one.Ci~ or town, state or country, and ZIP F Check ~ J J ~ z~D~Jca~Jon pending ~FAY~TTE ~I~L, ~A 19444 and I are not applicable to section 527 ergs.) ~ urgsn[za,,on type (CheCK only one) P~' ~ 50'J(c) ( OR ~-~ 4947(a)(1) H(b) If'Yes," enter number ofa~liates · Section 501(c)(3) organizations and 4.~,7(aX'f must attach a completed Schedule A (Form 9gO or 9OO-EZ). (if "NO." attach a IlsL) J Accounting ~ method: · ~ cas, ~'] ,~.~ ~ O,h,, (sP,~,)ll~ H(d) IS this a separate return flied by an organization covered by a group ruling? ~ Yes ~ N K Check here l~. ~ if the organization's gross receipts are normally no~ more than $25,000. The I Enter 4-digit group exemption no. (SEN) organization need not file a return with the IRS; but if the organization received a Form 990 Package L Check this box if the organization in the malt, it sh0~ld file a return without financial data. Some states tequlre a complete return, attach Schedule Part II Revenue, Expenses, and Changes in Net Asset[S c~ Fund Balances ' 1 Contributions, gifts, grants, and similar amounts received: a Direct pub!lc support ............................................................................ b Indirect public support ........................................................................ ~b 100,209. c GovernmentcontrJbutlons (Drams) .......................................................... d Total (add lines la through lc) (cash $ . 100x209. noncash $ ) ................. ld 100,209. 2 ProG'ram service revenue includin0 ~overnment fees and contracts (from Par~ VII. line ~3') ..................... 2 3,359,759-- 3 Membership dues and assessments ................. ' 4 Interest on savings and temporary cash investments 5 Dividends and interest from securities b Less:rental expenses J 6b e c Net rental income or (loss) (subtract line 6b from rJne Ga) 6c 3 ~, ~ 7 8  7 O~er investment income (describe I~ ............................................................................... ~ 8 a Gr0Ss amc)unt from sale of assets other (A) Secur/iieS (a) Other -' a: tha'~ 'inveniory ................................................. 8a b Less: Cost or other basis and sales expenses ........ 8b ¢ Gain or (loss) (attach schedule) ........................... I ec d Ne~ gain or (loss) (combine line 8c, columns (A) and (B)) ............................................................................ 8d g Special events and activities (attach schedule) a Gross revenue (not including $ of contributions repoctedon,Jnela) t g, I b Less: direct expenses other than fundraisJng expenses .................................... 9b c Net income or (loss) from special events (subtract line 9b from line 9a) 9c 10a Gross sales of inventory, less returns and allowances ............... i-~).;.-j .................................... . b Less: cost of goods sold .................................... 110b : Gross profit or (loss) from sates of inventory (attach schedule) (subtract line lob from line lOa) 10c _ 11 Other revenue (from Par'[ VII, line I03) 1,1 <9 · .0, ,.~ 4 . > '12 Totalreve,ue(addlinesld, 2. 3, 4, 5, 6c, 7, Sdi'Bc,'lO'c,a~dl'l) ............................................ 12 '3 48.5 592. 13 Program sprvices (from line 44, column (B)) ' 1,4 Management and general (from line 4,, colum'~'i~ii ..................................................... 15 Fundraising (from ~ ne 44, column (D)) .................................................................................... 14 2 7 4 / 8 5 2. 16 Payments to affiliates (attach schedule) 16 17 Total expeneea (add fines 15 and 44, CO,I;;~'i~,')'i"' :' : "::" :': ................................................... .................................. 17 3,592,1BP 18 Excess or (deficit) for the year (subtract line 17 from line 12) ' 19 Net assets or fund balances at beginning ofyear (from line 73,"~'l~j~'~'i~ii .......................................................... 16 <106,595 .> 20 Omar changes In net assets or fund balances (at'tach explanation) .......................................................... 21 Net assets or fund balances at end of ear (combine ~ines lB, 19. a ................................ 2~0 0 , ........................ : : : <io6. 595.> No I ~n Act Notice, see page 1 of the separeta~atructlone. Form 12/13/2002 09:31 6102604694 PAGE 03 ¢or~ ~eO (2000) ~ TEVENS.--X~ENTRT{ "J 25-1878~57 Page2 part Il I Statement of All organizations must complete column (A). Columns (B),'(C), and (D) are required for section 501(c)(3) and " Functional Expenses I organkatlons and I nonexempt charitable trusts but optional for others. Do Ilot include ~moun£s roller,ed on/ina ' ' ~ ~' r ....... : ....................... 6b, ab, qb, lob. or 16 of Part I. (A) Total (B) Program (C) Management · . servIces and general (D) Fundraising 23 Specific assistance to individuals (attach schedule) 23 24 Benefits paid to or for members(ar[ach schedule) 24 ' ' ":.i 2S CompensatiDn of officers, directors, otc, . ........... 25 0 · 0 · 0 0. 26 Other salaries and wages ................................. 26 27 Pension ptan contributions .............................. 27 3 ~,/. 1 5. 3 8 z 1 15 . ' ' 28 0thor employee benefits ................................. 28 202,125, 202,125. 29 Payroll taxes 29 209, 013 209, 013. 30 Professional fundraising fees ........................... 80 31 Accounting fees .......................................... 31 24,057. 2'4', 057. 32 Leg'=[ fees ................................................... 32 12,039. 12, 039. 33 Supplies ..................................................... '33 27,866. 27., 866. ,34 Telephone .......... 84 ~,B , 9 B 1. 4~ ~ 9 81 · 35 Postage and shipping .................................... 35 _~, 6 3 8. 6,6 3 B. 36 Occupancy ................................................... 38 I 1 6 7,5 3 2. 1 6 7.5 3 2. -" 37 EQuipment rental and maintenance .................. 37 2 6,1 0 8 · 2 6,1 0 B. 38 PrJnling and publications .......... 38 39 Travel ....................................................... 35 26,664. ..2.6,664. '" 40 Conferences, conventions, aha meetings ............ 40 ~, 4 9 6 · 5,4 9 6 · 41 Interest ...................................................... 4~ 59,112. . 59,112. 42 Depreciation, depletion, etc. (attach schedule) ' 42 1 8,12 4. 1 B, 12 4. 43 Other expenses (itemize): ~ .... a b 43b e 43c d 43d e SEE STATEMENT 2 43e 792,428. 517,576. 274,852. 44 Total ~unctiona~ expeeaee (add Ilnea 22 Iflrouoh 43) ..... Organizations completing columns (e)-(D), ca.,~7 theae Reporting of Joint Costs. Did you report in column (B) (Program services) any joint costs from a combined educational campaign and I%ndraising solicitation? ............................................ ~ [-'--] Yes ~ No If 'Yes,' enter ti). the aggregate amount of these joint costs $ ; (ii) the amount allocated to Program services $ - (iii) the amount allocated to Management and ~eneral $ ; and (iv] Ihe amount allocated to FundreJsing $ I Part III I Statement of Program Service Accomplishments What is the organization's primary exempt purpose? ~ S]~E STATI~.ME~TT 3 All orga~iZallon~ must Oee~'lb$ ~elr exempt purpoee achievements I~1 a clear a)ld c~rlcJee manner. State the number Of ellen~ .~a~,Qd, puDlicalk~-I= ~suea. el~- Discuss schleveme,'lte ~at ~e nol measucsJ~le. (~ection 501(¢~3) aha (~) Org'~n:Zallon8 aYl,~ 4947(aXl) nonexempt ch;m~t~le tru~ must ~].sa emteJ' the amount el a SEE STATEMENT 4 (Grants and allocations $ b DRUG AND ALCOHOL TREATM]ENT AND COUNSW.:LTNG. COUNSELORS ASSIST FAMILI~.S AND INDIVIDUALS TO OVERCOME AND CONTROL PROBLEM~ ASSOCIATED WITH' T~F. ABUSE OF DRUGS AND ALCO}{OL. c EPSDT PROGRAM. FOR CHILDREN. (Grants and allocations $ PROVIDES EARLY DIAGNOSTIC INTERVENTION d NON-COUNTY. OuTPATINET T~EATNENT ELIGIBLE FOR COUNTY FUNDING. (GramsandallocaMons$ FOR THOSE NOT (Grants and allocations · Other program Services (attach scheduleI (Grants and allocations f Total of Proqram servi~e Expenles (ShOuld equal line 44, column (B)r Pro[~ram services} Program Service ~XPensel[ (Requlre~ ~r 5Oq(eX3) (4) orga., ~a ~g47(aX1) ~m~; bu( ~pll~n~ for 1,957,228. 132,693. 1,161,067. = .66,347. 3 , 317 , 335. Form ~c~n r~nnm 1Z/1~/2002 09:~1 610~60~94 Form 990 (2000) STEV~N~'CENTER '--' , , 2 5-1 8 7 8 8 5 7 Page [' Part IV] Balance Sheets Note: Where required, attached schedules and amounts within the descrfp~lon column (A) (B) ~. ~houldbe for end-of-yaar amount$ only, Beginning of year End of year 45 Cash - non-interesl-bsaring 45 9 / 4 9 0 46 Savings and Temporary cash investments ............................................................ 46 47 a Accounts receivable .......................................... 47a 6 3 ~ 8 6 9. b Less: aJlowance for doubttul accounts .................. 47b 47c 63, 869 48 a Pledges receivable .......................................... .48a b Less: allowance tor doubtful accounts .................. 48bI 48e 49 Grants receivable .... 50 Receivables from officers, directors, Trustees, and key employees _~ ......................................................................................... 50 51 a OTher notes and loans receivable I < b Less: allowance for doubtful accounts [ Stb I 51c 52 Inventories for sale or use ,; ............................................................................ 52 53 Prepaid expenses and deferred charges .... 53 55 a Investments, land, buildings, equipment basis ............................................. b L~ss:accumulated deprecia[ion .......................... 55b 55c 56 Investments- other ............................. S~.. ~A'~~.. 5 ...... 0. 56 6, 8 8 7 57 a Land, buildings, and equipment basis ................. 57a 1', 649, 168 b Less: accumulated depreciation [ 57b j 1 8,121. 57c 1,6 3 1,0 4 7 58 Other assets (describe ~ ) 58 56 Total assets (add li~es 45 Through 58) (must equal line 74} ......... , ...... 0. ss !, 711.2 9 3 60 Accoums payable and accrued ~xpenses .................................. . ............................ 60 7 1,4 0 8 61 Grants payable ........................... .. 61 ~ 62 De/erre~ revenue ..................................................................... ' ' '  63 Loans from officem, directors, ~ustaes, and key empbyees .................................... 63 .- 64 ~ Taz-exemptbond liabilities ' -' ~ ................................................................................ . . 64~ b Mortgages and other notes Payable 64b 1 6~ Otherlm~i~ities(descrlbe ~DUE TO ~FILIATES .. e~ 212,258. 88 Teal liabilities (a~d lines 60 through 85) ,. ............................. : .......................... ... 0. ~6 l, 817,8 8 8. Organizations ~at follow SFAS 117, check here ~ ~ and complele lines 67 through 69 and lines 73 and 74, ~ 67 Unrestricted = ................................................................................................... s7 <106,595. ~ 68 Temporarily restri~ed ~ ...................................................................................... 68 ~ 69 Permanent~ res~ricmd ' ' ~ Organizations ma~ do not follow SFAS 117, check here ~ ~ and compie~e lines . ~ 70 through 74, ~ 70 Capital:stock, trust pr ncipal, or cu~ent funds 70  71 paid-in or c~ita surplus, or land, building, and equbmentlund ................................. 71 ~< 72 Retained earn ngs, endowment, accumulated income, or ~her funds ...................... ... 72 ~ 73 Teal net.e~se~ or fund b&lances (add lines 67 throuoh 69 OR lines 70 thro~gh'~; colu.mn:(~),mu~ equal line 19 and column (B) must equal line 21) ........................... 0 , 73 <1 0 6, ~ ~ 5, > 74 Tom/liabilities and net asseb / ~nd balances (add lines 66 an~ 73) 0 74 1, ~ 11,2 9 3 Form 990 ]~ nvnJlnhl~ fnr nHhlie ;nena~finn , for some people, serves as the prTmary or sole sourc of information about a particular organization. How the public perceives an organization in such cases may be determined by the information presented on i~ return. Therefore. please make sure The return is complete and accurate and fully describes, id Part. Ill, the organization's programs and accomolishme~ts. 0'>3CZ1 12/13/2002 09:31 6,1026046,94 ...... PAGE 05 F. orm 990 (2000) ST,~"Blq'~CENTER ""-" 2 5 - 1 8 7 8 8 5 ? Page 4 I"Part I~-A I' Reconciliation ~:~ Revenue per Audited Part IV-B 1 Reconciliation of Exp~r;$e~ Financial Statements with Revenue per Financial Statements With Expenses per Return Return a Total revenue, gains, and other support " .... A a Total expenses and losses per .:, ................ ;;:; ....... - per audited financial statements .................. · a N/ audited financial statements ..................... · a N/A b Amounts included on line a butnoton . · b Amounts included'on line a but not on ': line 17, Form 990: line 12, Form 990; . (1) Donated services (1) Net unrealized gains ' and use otfacilities ...$ ... :. on investments . ..... $ (2) Prior year adjustments . :.' · '. :~" ......... (2) Donated services reported on line 20 .... . .... .' .". : , and use of facilities... $. Form 990 ............... $ (3) Recoveries of prior (3) Losses reported on ' year grants ..... ....... $. line 20, Form 990 ... $ .__ . ' (4) Other (specify); (4) Other (specify): : .. $ $ Add amounts on lines (1) through (4) ......... · b Add amounts orl Jines (1) through (4) ......... · b c Line e minus line'lji. ............................... · c c Line a minus line b ................................. · d Amounts included On'line 1~, Form d Amounts included on line 17, Form 990 but not online .a: 990 but not on line a: (1) Investment expenses' (1) Investment expenses not included on not included on Iine 6b. Form'990 -, $ lime 6b, Form 990 ... $ (2) Other (specify): (2) Other (specify.): Add amounts on lines (1) and(2) ............... · d Add amounts on lines (1) and(2) ............... · e Total revenue per line 12, Form 990 e Total ex0enses per line 17, Form 990 (line:plus line d) .................................. ,, ~l~J e (line e plus Pine 4) ,., .... I [;_o_~.____ ~: ...... .,. ........... .,, . ....... ~ ............... ~ e/ V I .'em, Directors, Trustees, and Key Employees (List each one even if not compensated.) (A) Name and address I (Bi Titl; and average hours (C). Compensation. :l(D)c°"~i~'i°"'~,ow, b~e,~" (E) Expense per week devoted tO (~1' not account and , ~Dmp..~tl~ other allowance~ L.AFAYETTE HILL PA 194~4 AS ~D~D 0. 0. 0. ~&Tg3~33, D~ ;~E ............. SECRETLY LAFAXETTS HZLh PA 194~4 AS NESDED O. O. 0. JEFFR~J_ $g'S I~ERG ~REAS~ER 620 GE~TO~ PIKE LAFAYETTE HILL PA 19444 ,,, AS NEEDED 0~.. 0. 0. 75 Did any officer, director, trustee, or key employee receive aggregate compenea[mn of more than $100,000 from your rp.~QAnizatton~ all relazed organ.izatJons~ of which more than $10~000 was provided b}, the related organizations? Jf '9'es," attach schedule. J~ I 1 Yqs J X I No Form 990 (2000/ 12/13/2002 09:31 6102604694 ...... PAGE 06 Form 990 (2000) '-q TE'V"EN~JCENTER ~ 2 5 - 1 8 7 8 8 5 7 Peg e Part Vi t Other Information N/A !yesI N° 76 Did the organization engage In any activity not previously reported to the IRS? It 'Yes," attach a detailed description of each activity ............ ' 76 : X /'7 Were any changes made in the organizing or governing documents but not reported to the IRS? .............................................................. 77 If 'Yes," a~ach a conformed copy of the changes. .'::' /'11 a Did the organization have unrelated business gross income of $1,000 or more during the year covered by this return? .............................. 7Sa X b lt"Yes," has it filed a tax return on Form99g-T for thls year?. .................................................................................. ~/A ... 78.b r9 Was there a liquidation, dissolution, termination, or substantial contraction during the year? .............................................................. 79 X If 'Yes,' at'tach a statement. 10 a is the organization related (other than by association with a storewide or nationwide organization) through common membership, : '.' ":. ':...!'~ '.' governing bociies, trustees, officers, etc., to any other.exempt or nonexempt organization? .................................................................. $04 X b If'Yes," enter the name of the organization ~' .8t~..E STATE~Z~TT and check whether it is I ~ I exempt OR J -] nonexempt. ;1 a Enter the amount of political exoenditures, direct or indirect, as described in the instructions for tine B1 ............................................................................................................ I 81a J 0. b Did the organization file Form 1120-POL for this year? .................................................................................................................. 81b 2 4 Did the organization receive donated services or the use of materi41s, equipment, or facilities at ne charge or at substantially less than ~air rental value? ................................................................................................................................................................. B2a X b If 'Yes," you may indicate the value of these items here. Do not include this amount as revenue in Part I or as an expense in Part II. (See Instructions for reporting in Part ]ii.) ......................................................... [ 82b J. ~T/A 3 a Did the organization comply with the pubiic ins0ection requirements for returns and exemption applications? 83a X b Did the organization comply with the disclosure requirements relating to quid pro quo conmbutions? ....... [q/A ... 83b 4 a Did the organization solicit any conBibutlons.or gifts that were not tax deductible? 84a X b If'Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible? '~ .............................................................................................................. ~./,~,, 84b 5 501'(c)(,~), (5),0 (~)organlzadon~.aWeresubstantiallyai duesnondeductbebymembers~ ....... ~)A ......... ·. ........................ 854 b Did the organiza[ion make only in-house Jobbying expenditures of $2,000 or less? ................. Z~'/A ....... 85b If "Yes" was answered to either 85a or 85b~ do not complete 85c through 85h below unless the Organization received a waiver for proxy tax owed for the prior year. e 0ues, assessments, and similar amounts r"rom members .............................................................. 85c ,. d Section 152(e)lobbying and political expenditures ................................................................... 85d e Aggregaie nondeductible amount of section 6033[e)(l)(A) dues notices .......................................... 85e ., ~/A t Taxable amount of lobbying and POlitical expenditures (line 85d tess 85e) ........................................ 85f ~/A g Does Ihe organizaUan elect to pay the section 6033(e) tax on the amoum in 85t? .................................. ~/A . 85g h If section 6033(a)(1)(A) dues notice were sent, does the organization agree Id add the amount in 85f to its reasonable estimate of dues allocable to nondeductible lobbying and political expenditures for the Ioilowing tax year? .................................. ~/.A 85h 507(c)(7) organizations. Enter: a Initiation lees and capital contributions included on line 12 ............ 864 N/A ' b Gross receipts, incl.uded on line 12, for public use of club facilities ................................................... 86b ~/A 50~(c)(12) organizarion~. Enter: a Gross income from members or shareholders 87a b Gross income from other sources. (Do not net amounts due or paid to other sources ........................... against amounts due or received from them.) .............................................................................. 87b ~/A At any time during the year, did the organization own a 50% or greater interest in a taxable corporation or partnership, or an enter7 disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-37 If 'Yes,' complete Part tX ......................................................................................................................................................... 8~ X a 501(c)(3) organizations. Enter: Amount of tax imposed on the organization during the year under: section 491 lJ~.. 0.; section 4912 ~ 0.; section 4955 J~. 0, b 501(c)(3) an~ 5Q,I(c)(4) ~anizatto~s. Did the organization engage in any section 4958 excess benefit transaction during the year or did Jt become aware gl an excess benefit transaction from a prior year?. Il' 'Yes,' altec, h a statement explaining each transaction . .- ............................. · .............................................................................................................. I ~gb X 83 84 86 87 88 89 c ; Amount of tax imposecl on the organization managers or disqualified persons during the year under sections 4912, 4955. and 4958 d Enter: Amount of tax on line 89c, above, reimbursed by the organization ........................................................................... 90 a List the statee with,which a cooy of this return is filed · b Number of employees employed in the pay period that includes March 12, 2000 ...................................................... 91 The books are in care ct ·.~'H'R. OAGANTZATION Telephone no. · ( 6 1 0 ) Locatedat· 620 I~l~,~,v~..]~T~OT/~~ PIKE, LAFAYETTE HILL, PA Section 4~ 7(a)(¥) nonexempt charftable tms~ firing Fo~ 990 in lieu of Form 1041- Check here and enter the amount of ~ax-exempt interest received or accrued durinq the ~ax year ....................... 260-4600 ...... · 92 N/A Form 990 (2000) ST~V]~I~b..CRNTER IPart VII I Analysis of Iricomc-Produ~ing Activities Enter gross amounts unless otherwise indicated, (Al Business 98 Program service revenue: code a MENTAL MEALTH AND DRUG b & ALCOHOL PRO~RAMS f Medicare/Medicaid payments II Fees and contracts from government agencies ............ 94 Membership dues and. assessments 95 interest on savings and temporary cash investments 96 Dividends and interest' from securities ..................... 97 Ne[ rental income or (loss) from real estate: a debt-financed property ......................................... b not debt-financed property 98 Net rentaJ income or (;uss) from personal property ...... 9g 0therinvestment income 100 Gain or (loss) lrom sales of assets other than inventory 101 Net income or (loss) from special events 102 Gross profit or (loss} from sales of inventory ............ 103 Other revenue: a w. MPLOYEE ASSISTANCE e LOSS ~ON.ACQUISITION Subto£al (add columns [8), (0), and[E)) PAGE 87 ..... 25-187885.7 Page,; Unrelated business income (E) (Ii) (D) Related or exempt Amount Amount function Income <23 25,624.J. 105 Total (add Fine 104, columns (a), (O), and (E)) ............................................................................................................... · Note: Line 105 l~lus line Id. Part I, st~out¢l e~ual the amount on line 12, Part I. ' I Part VIIII Relationship of Activities to the Accomplishment of Exempt Purposes e 226 73. 485. 401. 3,359,759. 3,385,383. Line No. 93A 93G Explain how each activity for which income is reported in column (E) gl Pan' VII cOnlributed importantly to lhe accomplishment of the organ~ation's exempt purposes (other than by providing funds for such purposes). REVENUE RELATED TO PROVIDING _M~_.NTAL HEALT~ AND RELATED SERVICE~ WHICH IS TMR ORGANIZATION'S MISSION. J Part IX Information Regarding Taxa61~ Subsidiaries and Disre, arded Entit' ' (A) . - (a) ............... ~) ..... =' ..... _ Name, address, and EIN of corporation, Percentage of Nature of acivities Total income EndJoE~-year partnership or disregarded entity ,., ownership interest , assets % N/A % ' Please Sion Here . m~.. sociated with Personal Benefit Contracts (a) Did the orl3anJzation, during ~he year, receive any funds, directly or indirectly, to pay premiums on a personal benefit' contract? ............ ~ Yes ' I Z 1 No (b) Did ~he organization, during the ya~, PaY premiums, directly or indirectly, an a personal beneli~ con~c~ ....................................... ~ Yee ~ No Note;If "f~" to (~}, file Fern8870 and Fom 4720 (see inst~c~on~. U~aer Denalll~ ~ p~, I dm~ ~a~ J ~ve e~i~e~ ~le relurn i~cludjng ~compmnyJn ~¢~ul~ ~a ~(atem - Type or print name and ~tld Paid Preparers Uee Only ~2-1g-O0 P. reparer~s signature Rrm's nam, (oi yeum rr mf-.ar~ pJoyed 'aDd ~p add.ss, and 2]P CD~l Date Check if ~J I F'reperer'a SSN or PTIN self employed I~ EIN ~ Phone no. ~ Form g90 o 6 ~2/~3/~002 0~1 6~0~60~69~ PAG~ 0~ SCHEDULE A. J (Form 990 or 990-F..Z) /~ I I~eDartment of Ihe Tr~a.~U~y .~ · Orgatwzation Exempt Under SectiOtrs01(c)(3) (Except Private Foundltion) end Section 5gl(e), 501{f), $01(n), or Seeflon 4947(a}(1) Nonexempt Charlt,lhle Trust Supplementary Information OMB Ne. 1~4B-0047 2000 · MUST he completed by the above organize%ions and a~ched to their Form 990 or 990-EZ. I Employer identification number I 25i ~.878857 Name of zhe organization S .VENS C NT .R t Part I'. I Compensation of the Five Highest Paid Employees Other Then Officers, Directors, and Trustees (See instructions. L st each one. If there are none, enter 'None.') (a) Name and address of each employee paid (b) TitJe and average hours (m ContribU~ons t~ tm) Expen~ more than $50,000 ~er week devoted to (~J Compensation .~,oy, ben~t · , ~mpe~satlon allowances Total number o~ o~her ~mOloyees paid over $50,~00 ,~ 0 mp . ~ghest Paid Independent Contractors fo Professional Services (See instructions. L. ie~ each one (wrletMer indivic~uals or firms). If I~ere are none, enter "None,') {a) Name and address of each independent contractor paid more than $50,000 Total number of gripers receiving over j $5~0,000 for professional serVices · 0 LHA For Puperwork ReduCtion Ac~ Notlee, eeo ~age 1 of the lnstrlllztJoll$ for Form gg0 and Form 990-EZ. -~2-oe-oo (b) Type of service (e) Compensation 7 Schedule A (Farm ggo or ggo-Ez) 2000 12/13/20~2 09:31 610260~9~ PAGE Schedule A (Form 990 or 990~EZ) 2000 STE~'-'~'I~S C~;NT]~R .... 2 5-1 s 7 8 8 for Non-Private Foundation Status (See pages 2 tt~rough 5 of the instructions.) Part!Ii ] Statements About Activities Yes No During the year. has the organization attempted to influence national, state, or local legislation, including any attempt to influence public opinion on a legislative matter or referendum? 1 If 'Yes," enter The toTa; expenses paid or incurred in connection with the lobbying activites ~. $ .....: Organizations that made an election under section 501(h) I~y filing Form 5768 must complete Par~ VI-A. Other r.i.~'' ':" ;::. :;: ;: ;.': :: ;':. organizations checking "Yes," must complete Part VI-B AND attach a statement giving a detailed description of the lobbying activities.' "":: During the year, has the organization, either directly or indirectly, engaged in any pt the following acts with any of its trustees, directors, officers, creators, key employees, or members of their families, or with any taxable organizatbn with which any such person is affiliated as an officer, dirsctor, trustee, majority owner, or principal beneficiary:. . : ... : Sale, exchange, or leasing of property? ...................................................................................................................................... 2a Lending of money or other extension of credit? 2b Furnishing of goods, services, or facili{ie~? ................................................................................................................................... 2e Payment of compensation (or payment or reimbursemenI of expenses if more than $1,000)? ................................................................ 2d Transfer of any pan of its income or assets? ................................................................................................................................. If Ihe answer TO any question is 'Yes," a~tach a detailed statement explaining the transactions. ' Does the organization make grenls for scholarships, fellowships, student Ioans, etc.? ........................................................................ 3 Do you have a section 403(b) annuity plan rot your employees? ......................................................................................................... 4a A~ach a statement to explain hQw ihe organization determines that indM(~uals or organizations r"`ceiving grants or loans Irom it in fur'[herance of its charitable programs quality to receive payments. (See page 2 of the instructions.) The 0rganizaticn is nOt a private founciation because i~ is; (Please check only ONE applicable box.) 5 ~ A church, convention Pt churches, or association of churches. Section 170(b)(1)(A)(i). 10 7 A school, Section 170(b)(1)(A)(ii). (Also complete Part V, Page 5,) A hospital =re cooperative hospital service organization. Section A Federal, state, or local government or govarnmenlal unit. Section 170(b)(1)(A)(v). A medical research organization operated in coniunctJon with a hospital, SeclJon 170(t3)(1 )(A)(iii). Enter the I1oapital'a name, city, and state An organization operated for the benefit of a college or university owned or operated by a governmental unit. Section 170(b)(1)(A)(k,). lla ['"--j 11b ~ 13 (Also complete the Support Schedule in Part 1V-A.) An organization lhat normaJly receives a substantiaJ part of its support from a governmental unit or fr~m the general public. Section 17D(h)(1)(A)(vi). (Also complete the Support Schedule in Part IV-A,) A community trust. Section 170(b)(1)(A)(vi). (Also complele th,- Support Schedule in Part IV-A.) An organization that normally receives: (1} mere than 33 1/3% Of its support from contributions, membership fees, an~i gross ' receipts from activities related to its charitable, etc., functions - subject [o certain exceptions, and (2) no more than 33 1/3% of its suoport from gross Investment income and unrelated business taxable income ([ess section 511 tax)/rom businesses acauired by the organization after June 30, 1975. See section 509(a)(2). (Also complete the Sul~pert Schedule in Part iV-A.) An organization that is not controlled by any disqualified persons (other than foundation manaoers) and supports organizations described in; ( 1 ) lines 5 thrOUl~h 12 above; or_ (2) sectipn 501 (c)(4). 15). or (6), if they meet the test of section 509(a)(2). (See section 50g(a)(3) ) Provide the following information abou~ the supported organizations. (See page 5 of the instructions.) 14 (a) Name(s) of supported organization(s) (b) Uno number from above I ] An organization organized and operated to test for public safety. Section 509(a)(4). (See page 5 of the instructbns.) Schedule A (Form 990 er 990-EZ) 2000 PAGE 10 Schedule A (Form 990 or 990-EZ) 2000 ,~TI~,~S (~,~,.--'~"~EI~A "' ~' ~:'. Pa~' IV-A ~ Supp~ S~edule (Complete only if you choked a box on line 10, 11, or 3 2.) U~e ~sh m~od of accounting. Note: You may use ~e ~sheef in ~e inst~cEons for con~in ~ f~m the acc~al m the ca~ mefhod Calead~r year (er fie=si year .beginning in} ........................ . ..... ~ (a) 1999 (b) 1998 {¢) 1997 (d) 1996 line 38,) ................................... 16 17 Membership fees received ..~ ...... Gross receipts from admissions, merchandise~sold or services performed, or furnishing of facilities in any activ~ that is not a business unrelated to the organization's charitable, etc., purpose ............ 18 Gross Income from interest, dividends, amounts received from payments on securities loans (sec~ finn 512(a)(5)), rents, royalties, and unrelated business taxable income l less section 5! 1 taxes) from usinesses acquired by the organization at[er June 30, 1975... 19 Netincome from unrelated business activities not JncJuded in line 18 2 0 T~X revenuea IiVJO{ for Ihs org;az-i~.a~on'e on its 'behalf .............................. 21 The vaiue of services or facilities furnished to the organization by a governmental unit without charge, Oc not include the value of services or faciJitic'~ 0enerally 'iurnisned to tile public ',vithoul charge..,, ........ 23 Total of lines 15 :brough 22 24 Line 23 minus line 17 25 Enter 1% (? line 23 (e) Total page 3 b d e f 27 0rganb;~tl~s described un lines10 or ll: a Enter 2% of amount in ¢olumn (e), [ine 24 . .. ·J26a At, ach a ils:. (which is not open to public inspection) showing the name of and amount contributed by eacil person (other than a J governmental unit or publicly supported organization) whose total gifts for 1996 ~nrough 1999 exceeded ~he amount shown / i Jn line 2§a- ~nter the sum of all these excess amounts ·/28b ~/~ / Total support for section 509(a)(1)test: Enter line 24, column (e) ...................................... · ~26c I N/A Add'. Amounts from column (e)for lines; 18 19 22 Public suppor~ (line 26c minus line 26d total) ..... · Public ~upport percentage (llne 26e (Itumerator) dlvidnd by line 26c (denomin&tor)) ................................................... · [26f I N/_A. % 0rganizati~ns described on line 12; a For amounts included in lines 15, 16, and 17 that were received/rom a"disqualified person," attach a list (which is not open to public inspection) to show the name of, and total amounls received in each year from, each "disqualified person.' Enter the sum of such amounls for each year: (1999) ............... 0, (1998) ....................................... 0..~. (1997) .................................... .0..-.. (1996) ........................... .0..:. For any amount inciuded in line 17 that was received from a nondisqualified person, atlacn a list to show the name of, and amount received for each year, that was more ~han th~larger of (1) the amount on line 25 for the year or (2)$5,000. (Include in the list organizations described in lines 5 through 11, as well as individuals.) After computing the difference between the amount received and the larger amount described in (1) or (2), enter the sum of these differences Ithe excess amounts) for each year. (1999) ................................. ~ .... (1998) ....................................... .0...:. (1997) .................................... Q.,. (1996)'. .......................... .0...,. Add: Amounts from column (e) for lines: 17 ·127c I Add: L!ne ~Ta total .., · l 27d_ I c 15 16 20 2~ 0 · d 0 · and line 27b total 0, 0 · e Public suppor~ (line 27c total minus line 27d total) .............................................................................................. ·~ I Total support/or section 509(a)(2) res1; Enter amount on line 23, column (e) ... · I 27fl ~ ~7o~ r ' + ' '''' :: 0 ' g Public support percentage (line ;ZTe (numerator) divided by line 27f (denominator)) % h Investment inoome percentage pine 'N~, column I'e) (numerator) divided by line 27f [denominator)) ..... ~ ·1 27h I % 28 Unusual Grants: For an organ~tJon described In line 10, 11, or 12, that received any unusual grants during 1996 through 1999 attach a list (which is not open to public .inspection) for each year showing the name of the contributor, the date and amount of the grant, and a br ef description of the nature of the granL Do not Include these grants in linc 15. {See page 5 of the instructions.) NON~ ~-2;,-0~ 9 Schedule A (Form 990 or 990-EZ) 2000 Schedule'A (Form 990 or §90-EZ) 2000 ,..qq~'~..~ (~1~'~1~, .... ' 2 5 - 1 8 '7 8 8 5 '7 Page 4 Part V J Private School Questionnaire (To be completed ONLY by'schools that checked the box on line 6 in Part IV) Yes No 29 Does the organization have a racially nondiscriminatory policy toward students by statement in its charter, bylaws, other governing instrument. ~ in a"~esolution of its governing body? ..................................................................................................................... I 29 30 Does the organization include a statement of its racially nondiscriminatory policy toward students In ail its brochures, catalogues, , ....... . ......... .,r: : and other written communications with the public dealing with StUdent admissions, programs, and scholarships? .................................... 31 Has the organization 'publicized its racially nondiscriminatory policy through newspaper or broadcast media during the period of solicitation for Students, or during the registration period if it has no solicitation program, in a way the! makes the policy known to ail par~s o~the general community it serves? 31 If "Yes,' please describe; if 'No,' please explain. (If you need more space, at~ach a separate statement,) :'. ... 32 Does the organJzad0n maintain the following: a Records intricating the racial composition of the s~udent body, faculty, and administrative stall?. 32a b Records documenting that scholarships and other financial aSSistance are awarded on a racially n 0ndiscriminatory basis? 32b c Copies of all catalogues, brochures, announcements, and other written communications to the public dealing with student admissions, programs, and scholarships? 32c d Co~ies of all material used by the organization or on its behalf to solicit contributions? 32d If you answered "No' to any ot the above, please explain. (If you need more space, aEach a separate statement.) 33 Does [he orgam~ation discriminale by race in any way with respect to: a Students' rights or p'ivileges'~ 33a b Admissions poi~cies? 33b c Employment of facutt7 or administrative staff?. ..................................................................................................................... d Scholarships or ott3er financial assistance? 33d e Educ,~t,o~al policies? 33e f Use of facilities? 33f g At.~letic programs? .............................................................................. 33g h Olher extracurricular activities? 3:ih if you answered "Yes" to any of the above, please explain, (if you need more space, attach a separate statement.) 34 a Does ~he organization receive any financial aia or assistance from a governmental agency? ................................................................. 34a b Has the organization's right to such aid ever been revoked or suspended? 34b If you answere~ "Yes' to either 34a or b, please explain using an attached statement. 35 Does the organization certify that it has complied with the applicable requirements of sections 4.01 through 4.05 of Rev. Proc. 75-50, 1975-2 C,B. 587. covering racial nondiscrimination? fl"No," attach an explanation 35 Schedule A (Form 990 or 990-EZ) 2000 023'131 ~-o~-~o 10 Schedule A (Form 990 or 990-F.Z) 2000 ,.qTE~'~z~$ C~NTER Check here Check hare Lobbying Expenditures by Elect;.g Public Charities (To be completed ONLY by an eligible organization, that filed Form 5768l I I If the organization belongs to an affiliated group. If ~,ou checked "a" above and "llmEed con[rd' provisions apply. Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.) 25-1878857 Pa~e ,,, N/A 36 Total lobbying expendi~res to influence public opinion (grassroots fobbying) ......................... 37 Total Iobby!ng expenditures to influence a legislative body (direct lobbying) .............................. 38 Total lobbying expenditures (add tines 36 end 37) ............................................................... 39 Other exempt purpose expenditures 40 Total exempt purpose expenditures (add lines ,38 and 39) 41 Lobbying nontaxable amount Enter the amount from tho following table - If the amount on line 40 la - The lobbying nontaxable amount is - NOt OVer ~500.000 ................................... 20~ o1' the a,"n~unl Om line 40 O¥~' SS00.O00 bo! riot over S ~.O~10.OO0 ............ S TOO.gOD p~U$ IS~ Of the excwr,= ova' $.~OO.nOO ......... Ovu 51 ,SOO.DO0 but not over $17.OOO.OOO ......... $~.~5.000 blue 5% al~ the mXCe~ OVa' $1.5DO.000 ......... Over Sl?.O0O.OO0 42 Grassroots non[ay, able amount (enter 25% of Pine 41) 43 Subtract line 42 from lihe 36. Enter-0- if line 42 is more than tine 36 .......... 4,1 Subtract line 41 from line 38. Enter -0- if line 41 is more Ban line 38 ....................................... Caution: If there is an amount on either line 43 or line 44, you must file Form 4720. Affiliated group totals (b) To be completed for ALL elecMng organizatfons 4-Year Averaging Period Under Section ~;01(h) (Some organizations that made a section 501(h) election do not have ~o complete all of the I~ive columns below. See ma instructions for lines 45 through 50 on pa, le 9 of the ' Lobbying Expendituree During 4-Year Averaging Period ~/A Calendar Year (or (el lb) I (c) (d) {e) ftacal year beginning in) ~. 2000 1999 t998 1997 Total 46 Lobbying nontaxable amount ..,.._:=,.,. ........... 46 LoPbying ceiling amoun~ 0, (150% or tine 45(e))..::. .... 47 Total lobbying 0__._..___~, expenditures ..~,: ............ 48 Grassroots n~ntaxa~le -. 0. amount .......... ,,., .......... 49 Grassroots ceiling amoum . 0~. (150% of line 48(e))., ....... 50 Grassroots Iob~3ying 0, expenditures ....... ,-~..~,, 'Part VI-B J Lobbying Activity bv Nonet~dfinn P,,al;,- ,--~,=,:._:__ 0. (For reporting only My organizations that did not complete Par~ VI-A) During the year, did ~lle organization a~empt to influence national state or local legislation, inc/uding any at~empt to influence pub}ic opinion on a legislative metier or raterendum, through the use o~ a Volunteers . b Paid staff or management (include compensation in expenses reported on lines ~ through h) e Media advertisements d Mailings to members, I;~[;;;i;;;,';;'g;;'l~;~)'l;; ................................................................................................. e Publications, or published or broadcast s~atemeni~' ............................................................................................ f Grants £o other organ!zatians for lobbying purposes .......................................................................................... g Direc~ contact wltM legislators, meir staffs, government officials, or a/egis at ve body . .. h Rallies, demonstrations, seminars, conventions speeches, lectures, or any other means I Total lobbytng expenditures (add lines a .......................................... through h) ..................................................................................... If ~'es" 1o any of the above, also az[act1 a statement giving7' a detailed Oescril3tion of the Jo~,bying activities. Yes No Amount 0Z3141 . ~-oe.oo 1 3. Schedute A (Form 990 or 990-EZ) 2000 Schedule A (Form 990 or 990-F_Z) 2000 STEVE~'S Cw..NTER "'-" [Part VII I ir, formation Regarding Transfem To and Transactions and Relationships With Noncharitable Exempt Or~lanizations 51 Did the re~ortlng organization direly or indirectly engage in any of the following with any othe< organization described in section 501(c) of the Code (other than section 501 (c)(3) organizations) or in section 527, relating to political organizations? (a) Lime b PAGE 13 Page 6 Transfers frorrt.[he reporting organization to a noncharitabJs exempt organization of;. ~Yes No- ~J_a( U X a(ii) X b(ii) X b(iil} X b(~v) X _b(v) X Ii(vi) X " X (ii Cash (ii) Otherasse, t$ ;, ' ......................................................................................................................................... Other transactions: (ii Sales or exchanges of assets with a nonchari~ble exempt organization (ii) Purchases of asse£s from a noncharitable exempt organization .................................................................................... (iii) Rental of facilities, equipment, or other assets (iv) Reimbursement arrangements ................................................................................................................ ....... (vi Loans or loan guarantees ................................................................. (vi) Performance of services or membership or fundraising solicitations ................................................................ Sharing of facilities, e~lulpment, mailing lists, other assets, or paid employees If [he answer to any of the above is "Yes," complete the following schedule. Column (bi should always show the fair market value of the goods, other assets, or services given by the repoding organization. If the organization receive less than fair market value in any transaction or sharing arrangement, show in column (d) the value of the goods, other asset.< or services received; N/~ (bi (c) (d) Amount ir~volved Name of noncharitaDle exempt organization {)escriptJon of transfers, transactions, and sharing arrangements is ~he orgar=ization directly or indirectly affiliated with. or related to, one or more tax-exempt or anizations described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527? If'YeS,' comolete the following schedule: ..... '1i~,':~: .................................................................................... -~' ~ Ye,, n~ No (a) Name of organization Type of ori:anizatlon (c) Description of relationship 023151 Schedule A (Form 9g0 or 990-EZ) 2000 iZ/i~/2002 09:31 61~26046~4 STEVENS CENTER FO~ 990 RENTAL INCOME PAGE 14 25-1878857 STATEMENT 1 KIND AND LOCATION OF PROPERTY TOTAL TO FORM 990, PART I, LINE 6A FORM 990 i~ ~.~ OTHER EXPENSES ACTIVITY GROSS RENTAL INCOME 34,678. 34,678. STATEMENT 2 DESCRIPTION PERSONNEL EXPENSES OUTSIDE SERVI~CES PURCHASED PERSONNEL MANAGEMENT FEE PURCHASED PROVIDERS AUTOMOBILE EXPENSES INSURANCE DUES & SUBSCRIPTIONS ADVERTISING EXPENSES MI S CELLANEOUS EXPENSES BAD DEBT CLIENT EXPENSES TAXES TOTAL TO FM 990;i LN 43 (a) (B) (C) (D) PROGRAM MANAGEMENT TOTAL SERVICES AND GENERAL FUNDRAISING 15,552. 15,552. 3,152. 3,152. 18,747. 18,747. 491,852. 217,000. 194,115. 194,115. 15,948. 15,948. 6,249. 6,249. 987. 987. 82. 82. 769. 769. 28,207. 28,207. 16,603. 16,603. 165. 165. 274,852. 792,428. 517,576. 276,852. FORM 990 STATEMENT OF ORGANIZATION'S PRIMARY EXEMPT PURPOSE PART III STATEMENT 3 EXPLANATION THE STEVENSCENTER IS A FREESTANDING MENTAL HEALTH CENTER PROVIDING SERVICES TO PROMOTE MENTAL HEALTH AND TREAT MENTAL ILLNESS. · 13 STATEMENT(S) 1. 2. ~ 12/1J./2802, 89:31 STEVENS CENTER 610250469~ FORM 990 STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS PAGE 25-1878857 STATEi~ENT 4 DESCRIPTIO "0 PROS szRvzcz ~NTAL HEALT~ TREAT~/CO~SELING. THE C~ER IS A PROVIDER oF~ MENT~ H~LTH SERVICES ~ICH INCL~E MG~T, OUTPATIENT PSYCHOTE~PY, CRISIS I~ER~NT!ON, ~TIAL ~OS~IT~ SERVICES ~ RE~ILITATION. TO FO~ 990, P~T III LI~ A OTHER INVESTMENTS GRANTS EXPENSES 1,957,228. STATEMENT 5 VALUATION M~THOD COST AMOUNT 6,887. 6,887. PAGE The Stevens Canter Form 990 EIN: 23-1401568 F'qscal Year Encted: 6/30/00 Statement - Detail of F~xed Assets and Accumulated DeDreciation Descd~on Assets Balance 7II100 Additions Deletions Balance 0/30t01 Land auiJdin9 Automobiles Equipment Total 0 410.000 0 1,217.000 0 1,733 0 20,~35 0 410,000 0 1,217,000 0 1,733 0 20.435 0 1,64g.168 0 1,649,168 Accum ula~ed Depreciation Description Balance T/l/00 A~ditions Deletions Balance 6/30/01 Land Building Automobiles Equipment Total Expense Depredation Prior Adjustment Total 18,121 3 18.124 0 0 0 13,116 0 1,733 0 3,272 0 312,920 0 35,592 0 23,133 0 556,111 0 18.121 0 927.756 Statement PAGE $£even$ Center Form990 ~1'N:25-i~78857 Tax yea~nded:Ykn¢30,2001 Smtemen£ -.Part IV - R~coriciliation A separate Audited Financial Statements are not prepared for Stevens Center and 0set, fore ~his part is not completed. Stevens Cerium' County is included in the Consolidated Audited Financial Statements of Northwestern Hman Services of Pennsylvania which does not contain an enti~ by entity detail of consolidation. Form ~0 El-N: 25-1878857 Tax Year Ended: June 30, 2001 Statement 7: List of Related O~anization Enti~ Stams Lillian Ho!Jiday Residence Corp Sievens HouSing Corp Northwestern Human Services of Philadelphia Nor~vestern Human Services Foundation C~cade Corp Northwestem Human Services of Chester County, [nc United Health and Human Services [nc Nothwestem Properties Corp NortliweSr~rn' Human Services of Delaware County North~vest~m Human Services of Lehigh Valley Nor~llW~t~;~ Human Services Inc Parkside':Health & Human Services Northwestern Woodhaven Inc Edg'eWtaer pSychia~-ic Center NorthweStern Human Services of Bucl~ County Nortl~Westem Human Services of pennsylvania Chi]dren'~ Reach NorthweSt~TM Human Services of Montgomery CounD, Norrhwe~te~ Human Services of New Jersey N0rthwest~m Human Services of Susquehanna Valley Northwestern Allied Health Care, Inc. House Next Door, Inc NorthWestern Enterprises & Subsidiaries, Inc Norr~weste~ Intrawysterns, Inc. Northwe*teTM Management Services, The Arnica Company, T/A Aanica Lea~hag Company Exempt Exempt Exempt Exempt Exempt Exempt Exempt Exempt Exempt Exempt Exempt Exempt Exempt Exempt Exempt Exempt Exempt Exempt Exempt Exempt Nonexempt Nonexempt Nonexempt Nonexempt Nonexempt Nonexempt Fo__rm 8868 (12-2000} '. ...... ' ......... PAGE 19 Type or print. ~l~e date far filing the return. See I~$1ructlon8. · If you are filing for an Additional (not automatic) 3-Month Extension, complete only Part II and check this box Note: Only complete Part Il if you have already been granted an automatic 3-month extension on a previously filed Form 886B. · jf you are filing for an Automatic 3-Month Extension, complete only Part I (on page l'Part I!, Additional (not automatic) 3-Month Extension of Time - Must file Original and One Copy. Name of Exempt Organization ~TEVENS CENTER Number, street, and room or suite no. If a P.O. box, see insmJctione. iGAFAYETTE EILL, PA 19444 62_____0 GERMANTO~ PIKE City, town or post office, state, and ZiP code. For a ~reign address, see instructions. Check type of return to be filed (File a separate application for each return); ~'~ Form 990 ~-] Form 990-EZ E~ Form 990-T (sec. 401 (a) or 408(a) trust) ~'~ Form 1041.A F--] orm orm 90-T (t .st ot er han abov.) F'-I 720 Employer identification number 25-1878557 tFor IRS use only ~-'--]Form 5227 .~']Form 8870 ~"-~Form60Sg STOP: Do notcomplete Pa~ IIIfyou were notalready 9ranted an automatic 3-month extension on a previouslyfiled Form88~8. · If the organization does not have an office or place of business in the United States, check this box ................................................. ~ ~-] · If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN) . if this is for the whole group, check this box ~- ~. If it is far part of [he group, check this Box J~ ~ and at~ach a list with the names anM I:lNs of all members the ex'tension is for. 4 I request an additional 3-month e~ension of time until M.~' 1 5, 2 0 0 2 5 F°r calendar year ~ . °r other tax year beginning _._NOV 16, 2000 andending __~UN 30, 2001 6 If this tax year is fCii;less than 12 months, check reason: ~J Initial return ["'-~'~nal return L_J Change in accounting period 7 State in detail why you need the extension ADDITIONAL TIME IS REQUIRED TO GATHER TN INFO~TION NECESSARY TO PREPARE A_ND FILE A COMPLETE AND ACCURATE TAX RETURN. aa If this application is for Form 990-BL 990.PF, 990-T, 4720. or 6069, enter ti~s tentative tax, less any nonrefundable credit~. See instructions b If this al~lication is for Form 990-PF, 990-T, 4720, or ~069, enter any refundable credits and estimated ta~ payments made. Include any prior year overpayment allowed as a credit and any amount paid previou.,~iy t.~!th Dorm 8868 c Balance Due. Subtract line 8b from line ge. Include your payment with this form. or. if required, deposit with FTD coupon or, if required, by using EFTPS (Electronic Federal Tax Payment System). See instructions ........................$ Signature and Verification Under penatdes cf perjury, I declare that I have examined this t0rrn, including acc0m~anying schedules and statements, znd to the best of my knowledge and b,tief, it is true, correct, and complete, and thai I am authorized to ~re0are this t~rm. Signature ~ Title ~ CF0 Date ~ Notice to Applicant - To Be Completed by the IRS ~ We have approved this application. Please attach this form to the organization's return. ~ We have not approved thfa a~plication. However, we have granted a ~ 0-day grace period from the later of the 'date shown below or the due date of the organization's return (including any prior extensions). This grace period is considered to be a valid ex-tension of time for elections otherwis required to be made on a timely return. Please at-tach this form to the organization's return. ~ We have not approved this application· After considering the reasons stated in item 7, we cannot grant your request for an extension of time to file. We are not granting the 10-day grace period. i. I We cannot con~ider this application because it wa5 filed after the due date of the return for which an extension was requested. ~ Other Director _ By: Date Alternate Mailing Address. Enter the address if you want the copy of this application for an additional 3-month extension returned to an address -- different than the one errtered adore. Name Type Number and street (include suite~ room. or apt. no.) Or a P.O. box number et print City or town, province or state, and country (including postal or ZIP code) oz~an2 EXHIBIT M COMMONWEALTH OF PENNSYLVANIA OFFICE OF ATTORNEY GENERAL MIKE FISHER ATTORNEY GENERAL October 10, 2000 Charitable Trusts & Organizations Section 14th Fl., Strawberry Square Harrisburg, PA 17120 Telephone: (717) 783-2853 Facsimile: (717) 787-1190 Email: mfoerster~attorneygeneral.gov Via Facsimile 441-9581 c/o Albert Vitelli, NHS and First Class, U.S. Mail Joseph T. Kelley, Jr., Esquire KELLEY & MURPHY Union Meeting Corporate Center V 925 Harvest Drive, Suite 160 Blue Bell, PA 19422 Re: NHS/Central/Helen Stevens Center Acquisition Your File NO: 9089 Dear Mr. Kelley: The Charitable Trusts and Organizations Section of the Office of Attorney General has reviewed the documents that you submitted concerning the proposed agreement and plan of division and acquisition of the above organizations. We appreciate the well-organized materials you provided for us, which facilitated our review-. This will advise that the Office of Attorney General has no objection to the proposed transaction. You have advised me that you plan to petition the Cumberland County Orphans' Court for approval of this fundamental change for the Helen Stevens Center. We believe the Court's imprimatur, although not necessarily mandated in every case, is an important consideration to the boards of the affected corporations. Under the existing law, although the Attorney General does represent the public interest in charitable assets through the exercise of our gate, ha p. atri~ authority, the ultimate jurisdiction over the actions of nonprofit corporations and whether their transactions constitute deviation of charitable assets, resides in the Orphans' Court Division of the Court of Common Pleas. Pa.R.J.A. No. 2156. Please be advised that the above review was made pursuant to the p_amm p. atfi~ function of the Office of Attorney General and has no beating on any matter unrelated to that function. Joseph T. Kelley, Jr., Esquire October 10, 2000 Page 2 Moreover, this letter stating no objection does not constitute a formal opinion of the Attorney General and, accordingly, it has no value as precedent. This letter is in part predicated on the accuracy of the information that you provided and your representations made to the Office of Attorney General in the course of our review. It is also conditioned upon receipt of the executed merger agreement, which is consistent with the drafts that you have provided. Please provide me with a copy of the notice of hearing. If you have any questions, please do not hesitate to contact me. MTF/rmb Very truly yours, Deputy Attorney General ~Jcc: Benjamin T. Warner, Esquire CERTIFICATE OF SERVICE I, Steven J. Shanahan, an authorized agent for Martson Deardorff Williams & Otto, hereby certify that a copy of the foregoing Petition was served this date by depositing same in the Post Office at Carlisle, PA, first class mail, postage prepaid, addressed as follows: Michael T. Foerster Deputy Attorney General Commonwealth of Pennsylvania OFFICE OF ATTORNEY GENERAL Charitable Trusts & Organizations Section 14t~ Fl., Strawberry Square Harrisburg, PA 17120 Dated: April 14, 2004 MARTSON DEARDORFF WILLIAMS & OTTO Steven Shanahan Ten East High Street Carlisle, PA 17013 (717) 243-3341 IN RE: NORTHWESTERN HUMAN SERVICES, a Pennsylvania nonprofit corporation, and HSC RESIDUARY CORPORATION, a Pennsylvania nonprofit corporation, successors by a Plan of Division of THE STEVENS CENTER, a Pennsylvania nonprofit corporation. IN THE COURT OF COMMON PLEAS ORPHANS' COURT DIVISION CUMBERLAND COUNTY, PENNSYLVANIA NO. 21-2004-00359 CITATION WE COlVLMAND, you that laying aside all business and excuses whatsoever, you be and appear in your proper person before the Honorable Judges of the Court of Common Pleas, Orphans' Court Division at a session of the said Court there to be held, for the County of Cumberland to show cause why if any there may be, why the attached Petition Confirming the Non-Diversion of Charitable Property and/or to Approve. the Transfer of Property and Charitable Use of Nonprofit Corporation Assets Pursuant to an Agreement and Plan of Division, Reorganization and Acquisition in accordance with 20 Pa. C. S. 711(21) and Chapter_ 59 of the Pennsylvania Nonprofit Corporation, should not be granted. Citation returnable the 19th day of July, 2004, at l:30o'clock p.m., in Courtroom Number 3, at which time this Court will accept testimony in support of the aforementioned Petition, Agreement and Plan and the transfers and uses contemplated thereby, Witness my hand an official seal of office at Carlisle, Pennsylvania, this 10th day of May, 2004. · Clerk, Orphans' Court Division Cumberland County, Carlisle, PA i- My Commission Expires on the 1st Monday F:Files/Datafile/General/Archive/Do¢03/7736.1 -OrphansCourl 1 decree NORTHWESTERN HUMAN SERVICES OF PENNSYLVANIA, INC., a Pennsylvania nonprofit corporation, and HSC RESIDUARY CORPORATION, a Pennsylvania nonprofit corporation, successors by a Plan of Division of THE STEVENS CENTER, a Pennsylvania nonprofit corporation, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION No. PETITION CONFIRMING THE NONq DIVERSION OF CHARITABLE PROPERTY AND/OR TO APPROVE TRANSFER OF PROPERTY AND CHARITABLE USE OF NONPROFIT CORPORATION ASSETS PURSUANT TO AGREEMENT AND PLAN OF DIVISION, REORGANIZATION AND ACQUISITION AND NOW, this (c// day ~ ,2004, upon consideration of the within Residuary Corporation, joined i'n b3~-Petitioner, Northwestern Human Services of Petition of HSC Pennsylvania, Inc., to Confirm the Non-Diversion of Charitable Property and/or Approve the Transfer of Property and Charitable Use of Nonprofit Corporation Assets Pursuant to an Agreement and Plan of Division, Reorganization and Acquisition in accordance with 20 Pa. C.S. Section 711 (21) and Chapter 59 of the Pennsylvania Nonprofit Corporation Law, and after hearing held on 7 -t 6~.,. C} ¢ , 2004, the Court makes the following findings of fact and conclusions of law, and it is further ORDERED, ADJUDGED AND DECREED that: 1. This Court has jurisdiction over the within Petition and the parties to the transfer pursuant to Sections 5547(a) and (b), 5930 and 5957 of the Pennsylvania Nonprofit Law of 1988, as amended, (the "Nonprofit Law"), 15 Pa. C.S.A., Sections 5547(a) and (b), 5930 and 5957, and under Sections 6110(a) and 05/30/01/SLI 170380v2/02098.003 F:Files/Datafile/General/Archive/Doc03/7736 l-OrphansCourt 1 decree 711(21) of the Pennsylvania Probate, Estates and Fiduciary Code, (the "PEF Code"), 20 Pa. C.S.A. Sections 6110(a) and 711 (21); and under Rule 2156 of the Pennsylvania Rules of Judicial Administration. 2. Pursuant to Section 726 of the PEF Code, 20 Pa. C.S.A. Section 726, venue of the within Petition is proper in Cumberland County, Pennsylvania where Petitioner's registered office and facilities are located. 3. Pursuant to the Pennsylvania Office of Attorney General's Review Protocol for Fundamental Change Transactions Affecting Healthcare Non-Profits, dated December 23, 1997, notice of the parties' intention to consummate the division, reorganization and acquisition, substantial additional information about the parties and the terms of the proposed arrangement, and notice of presentation of the Petition and the proceedings thereunder, were given to the Attorney General, as parens patriae for the Commonwealth of Pennsylvania. Proper notice of hearing was given to all other parties in interest as directed by this Court, and proofs of any necessary publication were filed of record in this proceeding. 4. Capitalized terms not defined in this Decree have the meanings assigned to them in the accompanying Petition. 5. Upon consideration of the within Petition, and the record presented at the hearing before this Court, this Court determines that the division, reorganization and transfer of assets to NHS as described in the Petition and the Agreement and Plan (the "Division" or "Plan of Division") is in the long-term best interests of Petitioner, its charitable purposes and the communities that it serves, given the commitment of NHS and New Corporation to continue to provide mental health care and related services, including indigent care services, and New Corporation's post-transaction activities which will ensure that the transfer of the charitable assets will not create an adverse effect on the availability and affordability of mental health care and related services to the community and will ensure that traditionally underserved populations in the community maintain appropriate access to mental health care. 6. This Court further concludes that because all of New Corporation's post-transaction activities are authorized under New Corporation's articles of incorporation, the Plan of Division, and subsequent use of charitable assets by New Corporation as described in the Petition, will not and has not resulted in a 05/30/01/SLI 170380v2/02098 003 diversion of charitable assets from, or the violation of, any charitable objects or trust purpose fur which any such property or assets may have been given, granted, devised or dedicated, and no special order under 15 Pa. C.S.A. Section 5547 (b) is required. 7. This Court further concludes that the Plan of Division as described in the Petition and in the Agreement and Plan attached to the Petition, and subsequent use of charitable assets by New Corporation is hereby approved and ratified. 8. This Court further concludes that Petitioner and the other parties to the Division are hereby authorized to execute such documents and to take such actions as may be necessary or desirable to fully and finally consummate the transactions contemplated in the Petition and Plan of Division. 9. As described in the Petition, in determining to enter into the Plan of Division and in negotiating, documenting and executing the Agreement and Plan, the Boards of Dividing Corporation and Surviving Corporation have properly exemised their fiduciary duties under the Nonprofit Law and the PEF Code. 10. After all requirements and obligations of the Agreement and Plan have been satisfied, all remaining assets which may be held by Surviving Corporation shall continue to be used by New Corporation for the same charitable uses and purposes for which the assets were authorized to be used prior to this transaction. NOW, THEREFORE, it is ordered and decreed that the Agreement and Plan and the associated documents and agreements, and the Plan of Division and the ultimate use of charitable assets, which contemplates, among other things, the division of Dividing Corporation and transfer of assets to New Corporation, which is subsequently acquired by NHS, does not constitute the division of charitable property and, notwithstanding such, is hereby approved and ratified. This Court retains continuing jurisdiction over the parties, who shall file reports and accounts with this Court at such time and in such form as this Court may direct. BY THE COURT 1~1~ o~ E. Hoffe~ President Judge / 05/30/01/SL1 170380v2/02098.003