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HomeMy WebLinkAbout03-28-08F\FILES\Clients\Murrvna 5844.1 (estate) 874. ~\5844.1.Mutnma Estate\5844.1.398.pra2 Created: 9/20/04 0:06PM Revised: 3/26/08 9.12AM 5844.1 George B. Faller, Jr., Esquire I.D. No. 49813 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Barbara McK. Mumma and Lisa M. Morgan IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA IN RE: Estate of Robert M. Mumma, Deceased NO.21-86-398 ORPHAN'S COURT DNISION PRAECIPE TO MAKE DEPOSITIONS PART OF THE RECORD Please make the attached deposition transcripts of George W. Hadley, Jr., taken on November 13, 2007, and November 15, 2007, part of the record in this matter. Respectfully Submitted, MART~Q~j LAW OFFICES :Date: March 26, 2008 By verge ts. rarrer, ~r., ~squir~ I.D. No. 49813 / 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Barbara McK. Mumma and Lisa M. Morgan ~_:: ~ ~:_ _.1~ - - ~ c~ , c_n age 2 1 APPEARANCES: 2 On behalf of Barbara McK. Mumma and Lisa M. Morgan: 3 BRADY L. GREEN, ESQUIRE, 4 MORGAN, LEWIS & BOCKIUS, LLP 1701 Market Street 5 Philadelphia, PA 19103 Phone: 215.963.5079 6 7 8 On behalf of Barbara Mann Mumma: 9 RALPH A. JACOBS, ESQUIRE, JACOBS & ASSOCIATES, LLC 10 1515 Market Street Suite 705 11 Philadelphia, PA 19102 Phone: 215.789.3110 12 13 14 ALSO PRESENT: 15 BARBARA MANN MUMMA 16 17 la 19 20 21 22 23 24 25 Esquire Deposition Services (215) 988-9191 age 3 ~ 1 2 3 WITNESS: DIRECT 4 GEORGE W. HADLEY, JR. 5 BY MR. JACOBS 5 6 7 8 9 10 I N D E X CROSS REDIRECT RECROSS E X H I B I T S 11 - - - 12 NUMBER DESCRIPTION 13 HADLEY 1 NOTICE OF DEPOSITION HADLEY 2 LETTER, 1j6j88 !14 HADLEY 3 LETTER, 12/18/87 HADLEY 4 LETTER, 11j18/87 15 HADLEY 5 ORGANIZATIONAL CHART HADLEY 6 ORGANIZATIONAL CHART 16 HADLEY 7 APPRAISAL HADLEY 8 APPRAISAL 17 HADLEY 9 APPRAISAL 18 19 20 21 22 23 24 25 PAGE 4 51 52 80 105 105 114 114 114 Esquire Deposition Services (215) 988-9191 age 4 1 P R O C E E D I N G S 2 - - - 3 Deposition taken before MARY M. KP,RNS, Shorthand 4 Reporter and Notary Public in and for the State of 5 Florida at Large, in the above cause. 6 - - - 7 Thereupon, g (GEORGE W. HADLEY, JR.) 9 having been first duly sworn or affirmed, was examined 10 and testified as follows: 11 MR. JACOBS: Brady, do you want to put 12 something on the record about the e-mail? 13 MR. GREEN: I guess I'll just mark as Exhibit 14 1 to the deposition or ask that this be marked as 15 Hadley 1. 16 (Hadley Exhibit No. 1 was marked for 17 identification.) 18 MR. GREEN: And what has been marked as Hadley 19 1 is the notice of today's deposition and also of a 20 deposition to be taken this Thursday. It is the 21 position of the estate that this notice is validly 22 served, that, to our knowledge, there's been no 23 written objection to or a court order precluding the 24 deposition going forward under these terms and it's 25 our position that with respect to the time allotted Esquire Deposition Services (215) 988-9191 age 5 1 by the court for the taking of this deposition or of 2 deposition testimony for Mr. Hadley, that the clock, 3 so to speak,, begins to run at this point as to all 4 parties who received the notice. 5 DIRECT EXAMINATION 6 BY MR. JACOBS: 7 Q. Good morning, Mr. Hadley. 8 A. Good morning. 9 Q. My name's Ralph Jacobs. I'm an attorney. I 10 represent Baba Mumma in this case. We're here to take 11 your deposition in connection with court proceedings 12 involving the estate of Robert M. Mumma. As you know, 13 you're here testifying under oath. Is there any reason 14 why you would not be able to give full, complete and 15 truthful answers to us today? 16 A. No. 1~ Q. Have you ever testified before? 18 A. Yes. 19 Q. How many times? 20 A. I don't know. 50 to 100. 21 Q. So you feel comfortable with the process? 22 A. You're never comfortable with the process, but 23 it's something you do in this business. 24 Q. Okay. If you don't hear or understand any of 25 my questions, just let me know. I'll be glad to repeat Esquire Deposition Services (215) 988-9191 age 6 1 or rephrase them. And if you do need to take a break at 2 any time, let me know and we'll do our best to 3 accommodate you. Fair enough? 4 A. Yes. 5 Q. Let me ask you some quick background 6 questions. What's your business or occupation? 7 A. CPA. 8 Q. How long have you been a CPA? 9 A. Forty years, approximately. 10 Q. Would you summarize your educational 11 background for us? 12 A. I graduated from the University of Buffalo in 13 January 1965. I was employed by Zucker, Kennedy & 14 Felmeden, which eventually became Hadley & Company. 15 Except for a year where I was working in Japan, other 16 than that I've worked in the same place since 1965. 17 Q. In Buffalo? 18 A. Yes. 19 Q. What took you to Japan? 20 A. I worked for the military for a while. I was 21 called up during the Pueblo Crisis and that was at a 22 place called Itazuke. 23 Q. When did you first work on any matter 24 involving any of the Mumma companies? 25 A. I have no idea. I would say 1965, '66, Esquire Deposition Services (215) 988-9191 age 8 1 A. To a company called Houdialle Industries. 2 Q. And what was Mr. Felmeden's role in that? 3 A. Mr. Mumma had talked to Gar Miller about 4 selling the company to Houdialle. They took a look at 5 it. Did not understand it. There was virtually no 6 management. There was Bob Mumma and there was everybody 7 else and the place needed to be cleaned up as far as, 8 you know, being able to understand what was going on. 9 Q. So how did Mr. Mumma come to deal with Karl i 10 Felmeden? 11 A. We11, Gar Miller and Karl Felmeden were 12 friends, had been business associates for a long period 13 of time. Karl had done some work for Gar Miller and Gar 14 asked him to take a look at this and see what was there. 15 Q. And what was Miller's role in this? 16 A. I would say he's an investment banker. 1~ Q. Was he associated with a particular firm at 18 that time? 19 A. Harold C. Brown & Company. 20 Q. Located where? 21 A. In Buffalo. 22 Q. And how did Mr. Mumma come to deal with Mr. 23 Miller, if you know? 24 A. I don't know. I guess I heard they met on a 25 cruise at some point. Esquire Deposition Services (215) 988-9191 age 9 1 Q. And so you mentioned that Mr. Felmeden then 2 did some report for Mr. Mumma in connection with this 3 potential transaction? 4 A. He did it for Mr. Miller and Mr. Mumma got a 5 copy of it. 6 Q. And what was the nature of the report? 7 A. Basically on the organization of the company 8 and what was there and what wasn't. 9 Q. So as a result of that first contact, what 10 work did Mr. Felmeden start doing for Mr. Mumma and his 11 companies? 12 A. My recollection is, is that the first year 13 they took over, Mr. Felmeden took over doing the work 14 for one of the companies and then subsequently took over 15 the work of, I think, from Rockey & Company is the name 16 I recollect. That's my recollection. I'm not sure. 17 That's 35 years ago, 40 years ago. 18 Q. And when did this initial work take place that 19 is the initial report that Mr. Felmeden did that first 20 brought him to Mr. Momma's attention? 21 A. I don't know. I would guess in the early '60s 22 because I think it was like two years later after that 23 report that Mr. Mumma contacted Mr. Felmeden because he 24 had used the report in some tax case. The report 25 basically said that there was no management. There was Esquire Deposition Services (215) 988-9191 age 10 1 Bob Mumma and there wasn't really any middle management 2 and so he was the business, which is the problem, from 3 investors' point of view. 4 Q. Were you working for Mr. Felmeden at the time 5 that ha first atarted doing work for Mr. Mumma? 6 A. No. 7 Q. Do you know how long before you arrived Mr. 8 Felmeden atarted doing work for Mr. Mumma? 9 A. I don't know. I'm estimating it was two, 10 three, four years. As I indicated, I started in January !11 1965. They were there as a client then, but I don't ~I12 know for how long they had been a client. ~ 13 Q. Over the next 20 or 21 years until Mr. Momma's 14 death in 1986, what work did Mr. Felmeden and his firm 15 provide to Mr. Mumma and the companies? 16 A. Basically tax, accounting services. I think 17 Mr. Mumma used Karl as a sounding board, business 18 advisor, business friend. He used to talk to him about 19 a lot of things. 20 Q. Did that include personal, financial and tax 21 planning? 22 A. Yes. 23 Q. What role did you play in this work prior to 24 Mr. Momma's death in 1986? 25 A. Well, I played an increasing role as time Esquire Deposition Services (215) 988-9191 age 11 1 progressed. I was basically the tax and management end 2 of the business. You know, I did personal returns,. some 3 of the corporate returns. As time progressed I was 4 brought into more and more meetings. 5 Q. Did you deal directly with Mr. Mumma on ~I 6 substantive matters or were all the substantive 7 conversations with Mr. Felmeden? 8 A. Depending on the time I did deal with him in 9 substantive matters. 10 Q. Did you ever have any conversations with Mr. 11 Mumma about estate planning or his will? 12 A. No. 13 Q. Did you ever talk to George Felmeden about Mr. 14 Momma's estate planning or his will? 15 A. I don't recollect with him. It's Karl 16 Felmeden, not George. I'm George. 17 Q. I'm sorry. I misspoke. Then Mr. Mumma passed 18 away in 1986, what role did you and your firm play in II 19 the estate administration? 20 A. I don't know how to answer that. I guess I 21 would say the normal work that you do in the estate 22 administration. I think the thing that you have to 23 understand is Karl was sick for probably two years prior 24 to that. He subsequently died in September of 1986. 25 Q. Just a few months after Mr. Mumma passed away? Esquire Deposition Services (215) 988-9191 age 12 1 A. Right. I would say that there were two groups 2 of administration of what I would call the personal, we 3 had virtually nothing to do with. And by personal I'm 4 talking about jewelry, furniture, personal property that 5 an individual might have at the time of their death. I 6 mean, we had virtually nothing to do with that. 7 As far as the business end, we were deeply 8 involved in that. I mean, we had records. We 9 accumulated basically the listing of the assets as we 10 understood them. Participated in hiring appraisers or 11 in working with the appraisers in the real estate. I 112 believe we did some valuations for the companies. 13 Worked with Morgan, Lewis, which were the attorneys who 14 actually prepared the estate tax returns, in 15 accumulating the listing of the assets. 16 Q. Let me ask you a series of questions about the 17 initial phase of estate administration. In your 18 experience, is there an initial phase of the 19 administration of an estate where assets are collected ~ 20 and valued and other steps are taken to start the 21 process of estate administration? j22 A. I think that's fair, but I think you also have 23 to understand in this case it's a little unusual, in my 24 experience. Mr. Mumma basically ran his life like a 25 business, his financial life like a business, and he Esquire Deposition Services (215) 988-9191 age 13 1 had, for the most part, a general ledger, financial 2 statements, so it was much easier. It wasn't just like 3 you were starting with a list and a blank piece of paper 4 and going down the list and trying to figure out what 5 someone owned. 6 Q. Who was your primary contact with the estate? 7 A. Well, I guess I don't really understand the 8 question, but the primary contact would be the 9 executrixes, but there was a lot of interplay with 10 others, such as Morgan, Lewis people, our people 11 internally, people that worked for the family, you know, ~i 12 appraisers. ~~ 13 Q. Maybe I can come at it from a different ', 14 direction. How did you and your firm come to be 15 involved in the administration of the Mumma estate? 16 A. We had been the accountants for the family and 17 we just basically continued on with our assignments. 18 Q. In addition to your assignments that you 19 continued on with, that is whatever ongoing work you 20 were doing, I think you've identified some tasks that 21 you undertook specifically in connection with the 22 administration of the estate. Let me list what I heard 23 you say. You talked about coming up with a list of 24 assets, hiring appraisers? 25 A. Well, I did not hire an appraiser, but the Esquire Deposition Services (215) 988-9191 age 14 1 executrixes hired an appraiser, a real estate appraiser. 2 I was involved in working with them. 3 Q. So you came up with a list of assets. You 4 worked with appraisers. You did, you said you believed, 5 some valuation of some of the companies? 6 A. Some of the companies. 7 Q. And then you mentioned working with Morgan, 8 Lewis in connection with the list of assets? 9 A. Morgan, Lewis prepared the actual estate tax 10 return and we supplied them with information. 11 Q. So other than compiling a list of assets, 12 working with appraisers, doing valuations of the i, 13 companies and providing information to Morgan, Lewis for 14 the estate tax return, was there any other sort of 15 assistance that you and your company performed during 16 the first, let's say, the first year of the 17 administration of the estate? 18 A. Sure. We did some tax and accounting 19 planning. The biggest thing that comes to mind, in 20 December of 1986, Pennsylvania Supply Company and Kim 2i Company were liquidated because of the change in the tax 22 rolls. December 17th is the date that I recollect. 23 It's somewhere around there. It was prior to Christmas. 24 Q. This was the General Public Utilities 25 Doctrine? Esquire Deposition Services (215) 988-9191 age 15 1 A. Yes. And there was analysis made and it was 2 determined that it was probably beneficial to do that. 3 Q. Who made the analysis? 4 A. I think we did. 5 Q. And who determined that it was beneficial to 6 do it? 7 A. The executrixes with the input of the other 8 family members. I mean, it was not done - the other 9 family members knew it was being done and why it was 10 being done and it was discussed. 11 Q. I'll come back to that, but let me just see if 12 I can get a list of the things you did in the first 13 year. 14 A. I don't remember all the things that we did. 15 That was, you know, 30 years ago. Generally we were 16 there to assist the executrixes with whatever needs they 17 had to get through this period of time. 18 Q. I appreciate that. Are there any other 19 categories of work that you did that first year that you 20 can remember as you sit here today? 21 A. Well, we were continuing the auditing and 22 preparation of the estate for the various companies. I 23 mean, did their income tax returns. 24 Q. And the auditing and tax work you just 25 mentioned were continuations of the work that you had Esquire Deposition Services (215) 988-9191 age 16 1 been doing for the companies while Mr. Mumma was alive? 2 A. That's correct. I mean, we did everything we 3 were doing before, plus we were involved in the 4 financial end of the estate. 5 Q. Can you tell ua how your firm came to be 6 retained as accountants for the estate? By that I mean 7 was there a specific conversation, a meeting, some other 8 communication? What can you tell us about how you 9 actually became the accountants for the estate? 10 A. Well, that is, that to me, that is a confusing 11 time. There was a very confusing time here. Karl 12 Felmeden had been ill for a couple years, He was still 13 trying to put on basically the face that he was young 14 and vibrant, et cetera. At the time Mr. Mumma died, he 15 sort of rallied and went to Mr. Mumma's funeral in 16 Harrisburg and I went with him. 17 He was not in good shape, but at the house 18 after the funeral he met with Mrs. Mumma and, I believe, 19 I think he also met with Bobby, but I'm not sure of 20 that. And, you know, we were there. We had the 21 information. We were in place. I don't think that 22 there probably ever was a specific conversation. It was 23 just assumed by both parties that we were going to 24 continue on unless somebody said something differently. 25 And at that point the family was somewhat cohesive and Esquire Deposition Services (215) 988-9191 age 17 1 we just did what we were asked to do. I mean, it wasn't 2 like it was a new client retention, retainer. 3 Q. Did you participate in the meeting with Mrs. 4 Mumma that you just told us about? 5 A. No. 6 Q. Did Karl Felmeden tell you afterwards what was 7 discussed? 8 A. No, not that I recollect. 9 Q. How did you receive assignments to do work for 10 the estate? That is, you mentioned one of your tasks 11 was to assist the executrices. How did you know what 12 needed to be done to assist them? 13 A. Well, normally you have to marshal the assets. 14 You have to place valuations on them and you have to 15 prepare the normal tax returns. And so in conjunction 16 with Morgan, Lewis preparing the estate tax return, we 17 prepared the individual income tax returns, the ~~18 fiduciary returns and you had to get certain information 19 to do those. 20 Q. Tha list of tasks that you've just mentioned, 21 marshalling the assets, valuing them, preparing the tax 22 returns and so forth, those were the ordinary tasks that 23 would be expected of any accountant assisting any 24 estate; is that correct? 25 A. It may be the accountant. It may be the Esquire Deposition Services (215) 988-9191 age 18 1 executor. It may be the executrix. It could be any 2 number of people, but we were in the best position to do 3 that. 4 Q. Had you worked on estate matters prior to 5 1986? 6 A. Yes. 7 Q. How many? 8 MR. GREEN: Do you mean Mr. Hadley 9 personally? 10 MR. JACOBS: Yes. 11 THE WITNESS: I don't know. Probably 10 or 12 15. 13 BY MR. JACOBS: 14 Q. And did some of them include estates that had 15 significant business interests? 16 A. Yes. 17 Q. So this wasn't a new kind of task for you? 18 A. No. 19 Q. Here's what I'm getting at. When I asked you 20 what you did to assist the executrices, you talked about 21 the usual things that had to be done, such as 22 marshalling the assets, valuing them, et cetera. What 23 I'm trying to understand is on the one hand did the 24 executrices or someone on their behalf give you specific 25 instructions about what work was needed to be done or, Esquire Deposition Services (215) 988-9191 age 19 1 on the other hand, was it a situation where you were a 2 professional, you understood what had to be done to 3 administer the estate and you just went ahead and did 4 it? Is that question clear? 5 A. As a general rule, we are not in a position to 6 decide what to do and what not to do. We have no 7 authority to do that. That does not mean that on minor, 8 minuscule things that we didn't make decisions, but in ~ 9 the big picture the executrixes we were consulted. They 10 were given what we thought was our best advice and, to !ill the best of my recollection, they generally took the ~12 advice that was given to them by their professional 13 advisors. 14 Q. I'm not trying to suggest otherwise. What I'm 15 really trying to understand is what level of 16 instructions you received from the executrices. Maybe 17 that's a different way of phrasing it. Was it a 18 situation where essentially you were engaged as the 19 accountants for the estate to do whatever work needed to 20 be done or was it a situation where you were given more 21 specific instructions by the executrices or someone on 22 their behalf? 23 MR. GREEN: Objection to the form. Vague and 24 overbroad as to time and substance. You can answer. 25 THE WITNESS: Well, we had a very good Esquire Deposition Services (215) 988-9191 age 20 1 communicating relationship. I mean, we talked about ~~ 2 things. On major issues they were given advice as i 3 to, you know, these are the alternatives. What do ICI 4 you want to do? They had the ultimate decision and 5 they made the decision. Normally the relationship 6 was good enough that if you had a good reason for 7 advice, they took it, but they had the right to say e yes or no. I mean, we had no authority to do 9 anything, only advise. 10 BY MR. JACOBS: 11 Q. Typically how did you communicate with the 12 executrices? 13 A. In person, by telephone, by mail. I don't 14 remember if faxes were around then or not. Any way that 15 you took to communicate at that time. 16 Q. In the first year of the administration of the 17 estate, did you communicate primarily with Mrs. Mumma or 18 with Lisa Morgan or both equally? 19 A. Initially we communicated with Mrs. Mumma. 20 She was the one in Harrisburg. My recollection is that 21 Lisa was still working for the law firm and so she was 22 not around that much. At some point in time, and I 23 don't remember when, she moved back to Harrisburg and 24 eventually took a much more active interest in the 25 estate. She had more time. She wasn't working and that Esquire Deposition Services (215) 988-9191 age 21 1 was basically her job for a while. 2 Q. Did you compile a list of the real estate 3 that was owned by Mr. Mumma? 4 A. I assume we did. I don't know where else it 5 would have come from and there was a list in the estate 6 tax return. 7 Q. How did you go about determining which 8 parcels of real estate were owned by Mr. Mumma as 9 opposed to which were owned in other entities? 10 A. Historical records. I I ii 11 Q. Records that you had in your accounting firm I'~ 12 or records that you had to go to the Harrisburg area to ~I 13 review? x,14 A. Both. As I told you before, Mr. Mumma, I I'~15 mean, I don't know how familiar you are with the II~,16 accounting process, but Mr. Mumma had his own personal II',17 general ledger which basically was a set of accounting I!~18 records for his, what I'm going to list as personal ~~19 assets, or I'm sorry, business assets. They were pretty 20 much all encompassing, but did not include what I would X21 call, you know, personal assets, like jewelry or other ~22 things of value that he might have had that would be of 23 a personal nature, like a TV set or, you know, that sort 24 of stuff. 25 Q. But it would include investment assets, such Esquire Deposition Services (215) 988-9191 age 22 ~ 1 as stock or real estate? 2 A. Yes. 3 Q. Who maintained that general ledger? 4 A. I cannot tell you at this point. I believe 5 it was Amos Ebert (phonetic). It was maintained 6 internally in Harrisburg by people who worked for the 7 family. It may have changed over time. He also had a 8 personal assistant who basically, you know, took care of 9 paying the bills and the records and filing of receipts 10 and that stuff. i li 11 Q. Who was that? i ~~12 A. Tt changed over time. It was Brenda Murtoff I~13 (phonetic), Pam Schmeltzer (phonetic). There might have 14 been one or two others in there. I don't remember, but, 15 I mean, he had a fairly complete set of financial 16 records for his investment assets. In fact, there's a 17 personal statement around somewhere, which I'm sure you 18 have a copy of. 19 Q. A personal financial statement that you 20 prepared or that was prepared? 21 A. Yes, that we prepared from Mr. Mumma's 22 records. 23 Q. And would that personal financial statement 24 list all of the real estate holdings? 25 A. Yes. That he owned personally, yes, I Esquire Deposition Services (215) 988-9191 age 23 ~ 1 believe. 2 Q. For example, let me show you what was marked 3 yesterday as Exhibit 2 at the deposition of Lisa Morgan. 4 It appears to be a letter to you from James Helsel. Do 5 you recall that document? 6 A. Not specifically, no. 7 MR. GREEN: Just one second, Ralph. How do 8 you want to deal with these? Do you want to re-mark 9 them or are you content with the internal reference 10 to Lisa's depo? I'm happy either way. 11 MR. JACOBS: I am, too, so it's not 12 re-duplicating them, unless someone wants to. 13 MR. GREEN: Okay. 14 BY MR. JACOBS: I!i 15 Q. Did you deal with Mr. Helsel? 16 A. At this point I don't remember. I probably 17 did speak with him. I probably did work with him. I 18 did deal with people within his firm. I don't recollect 19 the individual. 20 Q. Let me just go back to the basic tasks that 21 we've identified and let me ask you a few things about 22 each one of them. You prepared a list of assets. You 23 worked with appraisers. You did valuations of the 24 company. You provided information to Morgan, Lewis for 25 tax returns. You did some tax accounting and planning. Esquire Deposition Services (215) 988-9191 age 24 1 And then the other item that you've mentioned, the audit 2 and tax work for the companies really wasn't for the 3 estate. That was a continuation of the work that you 4 had already been doing? 5 A. Right, but some of that work was used in the 6 end to value the shareholdings in the particular estate. 7 I mean, it didn't -- 8 Q. Fair enough. 9 A. It was a continuation of the assignment, but 10 if somebody else had been doing it, we would have used 11 their information, but we were doing it. 12 Q. Let me start with the list of assets and ask 13 you what steps you took to compile a list of assets? 14 A. Well, as I think I told you before, there were 15 two groups of assets. There were the personal assets, 16 which we had nothing to do with. The business 17 investment assets were taken from historical records 18 that were maintained by Mr. Mumma, some of which he had 19 internally, some of which was in our records in our 20 office, so we went to those records and those were the 21 basis of compiling the list of the assets. 22 Q. Did you do any physical inventory, for 23 example, of stock certificates or searching through file 24 cabinets for information? 25 A. No. We basically relied on historical Esquire Deposition Services (215) 988-9191 age 25 1 information, There was a point in time where I spoke 2 with Mrs. Mumma about some stuff that was in a safe 3 deposit box. She went to the box, retrieved the 4 material in the box, brought it over to Pennsy Supply's 5 offices. I inventoried what was in there or what I was 6 given and then T returned the material to her and there 7 is an inventory list around somewhere. 8 Q. Can you describe or identify that inventory 9 list any more specifically? 10 A. It was in my handwriting. It's a handwritten 11 document. Basically, as I recollect it, there were some 12 papers and stock certificates. 13 MR. JACOBS: Do you know if that list has been 14 marked as an exhibit in any deposition or lawsuit? 15 MR. GREEN: Yes. Numerous witnesses have been 16 cross examined about it. I thought I saw it, though 17 I don't want to overstate it, in the documents that 18 you had flagged for copying, but it has been 19 produced numerous times. I was just going to look 'i20 at Mr. Hadley's prior deposition and see if it was ~'i21 marked there, but I don't know that there's going to 22 be a list of exhibits. 23 BY MR. JACOBS: 24 Q. But you were questioned about it at a prior I~, 25 deposition? Esquire Deposition Services (215) 988-9191 age 26 1 MR. GREEN: That I don't want to overstate, 2 but you can ask George. 3 THE WITNESS: I don't remember, to tell you 4 the truth. There were so many documents that had 5 been put in front of me I would be confused. If it 6 isn't marked, I don't know. 7 BY MR. JACOBS: S Q. I just wanted to unambiguously identify the 9 document since I don't have it in front of me and maybe 10 we'll be able to do that during the day or tomorrow. 11 A. There was nothing of historical importance in 12 there, as I recollect it anyway. And then I also should 13 say, before we get confused here, that is not the safe 14 deposit box that was in question. I've learned 15 subsequently that there was a question. 16 MS. MANN MUMMA: That's a good thing to say. 17 THE WITNESS: It was in question in various 18 other court cases. There was more than one box. 19 BY MR. JACOBS: 20 Q. What safe deposit box was it? 21 A. I don't know. I just asked for the contents 22 of a safe deposit box and I got what I got. I don't 23 know which one it was. I think the list indicates maybe 24 the number or something of the bank, but.... 25 Q. Do you know whether the executrices -- Let me Esquire Deposition Services (215) 988-9191 age 27 ~ 1 rephrase it. 2 Did you provide your list of assets to the 3 executrices or to Morgan, Lewis or to both? 4 MR. GREEN: Not the inventory. The list of 5 assets? 6 MR. JACOBS: Yes, the list of assets. 7 MR. GREEN: Not the safe deposit box 8 inventory? 9 MR. JACOBS: That's correct. 10 THE WITNESS: I'm assuming that I supplied 11 them to both. I don't know that as a fact, as I sit 12 here today, without referring to records. It's over 13 many years ago. 14 BY MR. JACOBS: 15 Q. Besides relying on the list of assets that you 16 compiled, what, if anything, did the executrices do to 17 come up with a list of other business or investment 18 assets owned by Mr. Mumma? 19 A. It is my understanding that the list of ', 20 investment business assets that we came up with was the i21 complete record. They came up, I believe, with some ~i22 amounts for what I'm considering to be or calling the i I~~23 personal assets and I'm not sure, but there might have I~24 been a checking account or two in there that was not on 25 the - he had one checking account he didn't really want Esquire Deposition Services (215) 988-9191 age 28 1 us looking at and that was an issue, but other than 2 that, as far as I know, all of the business assets were ', 3 in his general ledger, recorded on his general ledger. I~~ 4 Q. And ao the executrices relied on a list that III 5 you came up with? 6 A. Except for the personal assets. I had nothing 7 to do with his jewelry or things that were at his house 8 or anything of value over there. 9 Q. The next teak you mentioned was working with 10 appraisers. What work did you do with appraisers? 11 A. Basically, as I recollect, Helsel was the 12 appraiser that was hired to basically appraise the real 13 estate. 14 Q. What did you and your firm do, if anything, in 15 connection with the appraisers? 16 A. Probably compiled a list of assets that we 17 wanted appraised on behalf of the estate and gave it to 18 them. 19 Q. Anything else? 20 A. Not that I recollect. 21 Q. The next task you mentioned was performing 22 valuations of some of the companies? 23 A. Correct, right. 24 Q. And can you tell us in more detail what you 12 5 did? Esquire Deposition Services (215) 988-9191 age 29 1 A. Well, as far as the corporations, we went 2 through and prepared a valuation of each corporation 3 based on what we felt were the underlying assets, in 4 some cases using the appraisal from Helsel. In other 5 cases basing it on a cash flow factor. I mean, if they 6 were primarily real estate, we were using the underlying 7 real estate values that were supplied by Helsel. If 8 they were operating companies, we were basically valuing 9 them on some multiple of net income or cash flow. 10 Q. Here these valuations used for the estate tax 11 return? 12 A. It is my belief that they were. That was the 13 purpose of doing them. 14 Q. Did the estate retain anyone else to value 15 any of the companies? 16 A. At what point in time are you speaking about? 17 Q. In the initial period of time up to the filing 18 of the estate tax return. 19 A. I have no recollection that they did. 20 Q. The next task you mentioned was working with 21 Morgan, Lewis to give them other information for the tax 22 returns. What information did you give them? 23 A. Generally whatever they asked for. I mean, we 24 were - this is a blur at this point because it was so 25 long ago, but I made several trips to Philadelphia. We Esquire Deposition Services (215) 988-9191 age 30 1 went to Harrisburg. There were meetings with Art Klein, 2 some of his associates, meetings with the executrixes. 3 There were meetings with family members. There was, you 4 know, I can only give you a general idea of what 5 happened at this point. I don't remember without 6 consulting records. 7 Q. Was the information that Morgan, Lewia needed 8 for the tax returns, was it information found in the 9 financial statements of the various companies' financial 10 statements that you prepared? 11 A. Some of it was. Some of it wasn't. I mean, I 12 think I can recollect them asking for copies of Mr. and 13 Mrs. Mumma's gift tax returns because that's a question 14 on the estate tax return, so we had those. We copied 15 them and they were given to them. Gave them lists of X16 assets, valuations. Without consulting files I couldn't 17 be more specific than that. 18 Q. The last task that you mentioned, I think, 19 was the tax and accounting planning and you've already I, 20 given us an example of the gosition to liquidate 21 Pennsylvania Supply and Kim Company. What other 22 planning issues did you deal with in the initial years 23 of the estate? 24 MR. GREEN: I'm sorry. Year or years? 25 MR. JACOBS: Years. Esquire Deposition Services (215) 988-9191 age 31 1 THE WITNESS: It was an ongoing process. I 2 mean, there were discussions among the various 3 advisors and among the executrixes trying to get 4 hands around the estate. And I'm not making excuses 5 here, but I think you have to understand that this 6 was a very confusing time for everybody. 7 Karl Felmeden was sick and he died and he just 8 kind of left me - this got dumped in my lap. Mrs. 9 Mumma was left without her husband who basically ran 10 the business and I don't know how much she knew or 11 did know or did not know about it. We were all 12 feeling our way along here. 13 There were complex issues. You know, there 14 were horses. There was real estate to deal with. 15 There were companies to deal with. There were 16 people lining up at the door to buy the company. I 17 mean, there were a lot of inquiries. There were 18 meetings with employees to assure them that their 19 jobs were somewhat secure. There weren't a lot of 20 people exiting the place. 21 I know Karl advised the executrixes that they 22 should be putting appearances in at the company. 23 And there were issues with the company. I mean, 24 there was a lot of debt. I mean, we were I', 25 tremendously scared. There were debts all over the Esquire Deposition Services (215) 988-9191 age 32 1 place, both personal and corporate. There were a 2 lot and it was not just dollar amount. There were 3 probably, in the companies that I remember, they 4 went on for pages of loans. 5 Bob Mumma himself probably had, I'm guessing, 6 20 or 25 separate loans. Any one of these, if 7 somebody had started to call on these debts or push 8 on these debts, there were going to be problems 9 because there wasn't enoug h money around to get out 10 of this situation. It was something that was going 11 to have to take time. It was something that had to 12 be done very carefully and it was something that for 13 the firs t year-and-a-half and we were dancing pretty 14 fast there to keep the creditors so that they were 15 happy. 16 BY MR. JACOBS: 17 Q. was this difficult debt situation that you ', 18 just described a situation that existed before Mr. I~, 19 Momma's death or was it something that resulted from his 20 no longer running the company? 21 A. It was the way he ran his life. If he wanted i 22 to buy a horse, he would go buy the horse and then he ~i23 would go to the bank and borrow $30,000 or whatever the !24 amount was and they would give him the money. But once 25 he was no longer there, you did not know what the Esquire Deposition Services (215) 988-9191 age 33 1 attitude of the bank was going to be or of the various 2 creditors and, quite frankly, if some of these. creditors 3 had not ridden along, there would have been huge issues 4 here. 5 And we were trying to keep people calm and 6 assured that the thing was going on and that everything 7 was okay and et cetera. I mean, if you have his last 8 personal statement, if you look at that you'll see that 9 there's a number of debts on there. If you have the 10 company statements on Pennsy, they go on for probably 11 four or five pages. 12 Q. Did you work with the executrices to come up 13 with a strategy for dealing with the issues that you've 14 just described? 15 A. Yes, we did. 16 Q. And what was that strategy? 17 A. Basically to keep people calm and pay them 18 down over time. And if we got somebody that was really 19 pushing, luckily nobody did, but it could have been a 20 very serious situation. 21 Q. How long did it take to deal with the 122 situation? 23 A. A couple of years probably. 24 Q. Were there discussions with the executrices 25 about the need to sell assets in order to generate cash Esquire Deposition Services (215) 988-9191 age 34 ~ 1 to pay off these debts? 2 A. I don't recall any specific conversations. I 3 mean, there were certain assets that were marked early 4 on to be sold and the decision was made to keep the 5 operating companies. 6 Q. Well, you've talked about a situation where 7 there were a lot of debts on the book; right? 8 A. Right. 9 Q. There was a need to come up with cash to pay 10 them off as soon as possible; correct? 11 A. Right. 12 Q. In the strategy or plan that you developed 13 with the executrices, what was going to be the source of 14 the cash to pay off the debt? 15 A. Well, some of it was going to be sale of 16 assets. Some of it was going to be cash flows. Some of 17 it we did redemption of stock to get some cash out of 18 the companies for the estate to be able to pay debts. 19 There was some insurance. There was no one big thing. 20 You had to piece together a whole bunch of small things 21 and hope you've got time to work the plan. 22 Q. What assets were identified to be sold to 23 generate this cash? 24 A. The horses. There were some investments in 25 partnership interests which were noncore businesses. It Esquire Deposition Services (215) 988-9191 age 35 1 was determined that probably those should best be sold. 2 There was a building that was under contract by Mr. 3 Mumma to purchase at the date of his death, which had 4 not closed. 5 There were discussions as to whether we should 6 just walk away from it or whether we should actually 7 close and my recollection is that, for a variety of 8 reasons and to keep people calm and not really focus on 9 it, it was better if we closed, so they wound up closing 10 on this building that nobody wanted. 11 Q. Which building was this? 12 A. I don`t remember. It was over in Pennsboro 13 Center. It was an office building that was subsequently 14 sold. He was under contractual obligation to purchase 15 it. 16 Q. Would it be fair to say that the plan was to 17 sell assets that weren't producing income? 18 A. No, I don't think so. There were certain 19 assets that were selected. There was some attachment. 20 There was some emotional attachment to, for example, the 21 horse farm. That's where the man died and that had been 22 his, apparently, his pride and joy. I mean, I don't 23 think that's a significant income producing asset, but I ~24 think it's increased in value over the years. ~ 25 Q. Did you communicate with the executrices about Esquire Deposition Services (215) 988-9191 , Page 36 ~~ 1 how to select which assets to sell and which ones to 2 keep? 3 A. I think there were discussions during the 4 administration of the estate. I mean, I don't recollect 'i 5 going down a list of assets and saying this is what I 6 we're going to sell and this is what we're going to 7 keep. 8 Q. Well, did you advise the executrices on which 9 assets you recommended they should sell and which ones 10 you recommended they should keep? 11 MR. GREEN: Objection to the form. Vague. 12 Overbroad as to time. 13 THE WITNESS: I don't recollect whether I did 14 or didn't. You know, we constantly reviewed the 15 assets. If there were opportunities, assets were 16 sold over time. I don't know that they actually 17 went out and marketed them. In the initial two 18 years of the estate, that was not a priority. 19 BY MR. JACOBS: 20 Q. Selling assets to generate cash was not a 21 priority? 22 A. No, it was operating the business and try to 23 generate as much cash as you could from wherever, get 24 these debts paid down, and a lot of these assets were 25 going to be difficult to sell. Esquire Deposition Services (215) 988-9191 age 37 1 Q. When you refer to these assets, now are you 2 referring to real estate or to other things as well? 3 A. Well, I think in the initial years the 4 business, what I'm calling the business, which is 5 basically the Pennsy Supply business, was not considered 6 for sale. The decision had been made to keep it at that 7 point, so that was a big chunk of the assets and you 8 were left with, you know, other groups of assets. 9 I mean, the horses were basically a 10 no-brainer. No one had a great deal of interest in 11 them. They were losing money. There was no indication 12 that they were going to do any better in the future, so 13 by getting rid of them you generated some cash and stop 14 the losses. 15 Q. How did the executrices go about trying to 16 sell the horses? 17 A. A combination of matters, private sale and 18 some of them, I think, went to auction. I don't 19 remember exactly. It was done over some period of time 20 to try to minimize the losses. I mean, you have to 21 understand that the major focus at this point in time 22 was keeping Pennsy Supply afloat. 23 There were concerns about employees leaving. 24 There were financial problems. There were people 25 circling wanting to purchase the business. Some of the Esquire Deposition Services (215) 988-9191 age 38 1 suppliers had had personal relationships with Bob, 2 specifically for cement, and that was essentially a 3 full-time job. 4 Q. A full-time job for who? 5 A. The executrixes and a lot of our effort was 6 devoted toward that, too. I mean, they had to pay 7 creditors. There were capital investments they needed 8 to make. This was not a clean estate. 9 Q. And by that you mean what? 10 A. It means that if you have some little old lady 11 whose money is in the bank, has cash and she has stocks 12 and bonds, you go down there. You value them. It's all 13 there. You've got no problems. You liquidate it and 14 you pay off the beneficiaries. 15 Q. And this estate was more complicated because 16 there were operating businesses involved? 17 A. There were more operating businesses and they 18 were in businesses where all deals were made with 19 handshakes and it was just.... 20 Q. Let me switch topics for a moment to another 21 aspect of the administration of the estate. You were 22 familiar generally with the terms of Mr. Momma's will? 23 A. I've read it. 24 Q. And you understood that it established two 25 trusts, a marital trust and a residuary trust? Esquire Deposition Services (215) 988-9191 age 39 1 A. Yes. 2 Q. What role did you play in the allocation of 3 assets to either of the trusts or any distributions to 4 Mrs . Muamna from those trusts? 5 A. We had advisory status. 6 Q. And what issues did you give advice on? 7 A. Well, okay, you have to understand that the 8 way that will was written was a little unusual. What I 9 think it essentially said was that the marital trust 10 gets half the gross estate and the residual trust gets 11 half the gross estate plus 100 percent of the 12 liabilities, so the marital trust winds up with a much 13 larger percentage of the net assets than the residual 14 trust. I don't remember what the exact split was, but 15 it was well over 50. It might have been like 70/30 or 16 80/20. 17 The language that was in that will, according 18 to the attorneys, was such that the funding of the 19 marital trust was the funding of a pecuniary interest or 20 a sum of money interest. As a result of being a 21 pecuniary interest, the transfer from the estate to the 22 marital trust was essentially a taxable event, which i ~~23 meant that there was going to have to be taxes paid on a 24 transfer just as if it had been sold and the cash 25 transferred. Esquire Deposition Services (215) 988-9191 age 40 ~ 1 Q. A capital gains tax? 2 A. Right. 3 Q. Just to be clear, when you say a taxable 4 event, the consequence of which would be realization of 5 any - realization that's income of any appreciation? 6 A. Right, and it would have been just as if they 7 sold it for cash, the estate sold it for cash. I mean, 8 there would have been a gain or loss computed. ', 9 Q. Is that the only tax consequence that you were I~ 10 referring to when you said it was a taxable event? 11 A. Yes. It would be treated like a sale. 12 Because there were cash problems and because there 13 were - the amount that was going to the marital trust 14 was so large, there was an attempt to minimize the taxes 15 that had to be paid, plus trying not to split up assets 16 into two trusts so you would have an asset in a trust I~,17 and another asset in a trust, and MRA I and MRA II were '18 two that we didn't really want to split. 19 So what happened is you went down the list and 20 figured it out how much you had to get over to the 21 marital trust and essentially what happened is that 22 virtually everything went to the marital trust except 23 MRA I and MRA II. And when you looked at it, it was i,24 probably the only way to logically accomplish the goals. 25 Q. This strategy that you've just described, -- Esquire Deposition Services (215) 988-9191 age 41 1 A. Yes. 2 Q. -- was this formulated with your participation 3 at some point during the estate administration? 4 A. Well, there were certainly discussions between 5 us, the executrixes, the attorneys and maybe the 6 attorneys and the, I mean, it was not just done - 7 didn't show up one day and say, hey, here it is. This 8 is what we should do. I mean, there was some discussion 9 and some time had transpired until everybody was on l0 board. 11 Q. Were there other alternatives that were 12 considered? '13 A. Such as? ~I 14 Q. Such as distributing different assets to the 15 marital trust? 16 A. I think everything at one point was on the 17 table, but the decision finally came down to what was 18 actually transferred. I mean, even when we did that we 19 were short, I think, and for a while the marital trust 20 was owed money from the estate. I mean, we virtually 21 took everything except MRA I and MRA II and we were 22 still short and we did not want to split MRA I and MRA 23 II. 24 Q. Why not? 25 A. Because the accounting is complicated enough Esquire Deposition Services (215) 988-9191 age 42 1 at this point. It's a tenancy in common. It is a 2 horrible, horrible thing to administer. 3 Q. So it was for accounting convenience, if I can 4 use that phrase, rather than some financial -- 5 MR. GREEN: Objection to the form. Leading. 6 THE WITNESS: I would say we felt - I, for 7 one, felt it was logical and I strongly advocated 8 it. 9 BY MR. JACOBS: 10 Q. It was for administrative rather than 11 financial reasons that you didn't want to split MRA I 12 and MRA II? 13 MR. GREEN: Objection to the form. 14 THE WITNESS: Yes, I think so. And at this 15 point, I mean, hindsight is a wonderful thing and at 16 this point, I mean, it was a question of whether it 17 was in your right pocket or your left pocket. I 18 mean, it was all going to wind up in the same place 19 in the end anyway. 20 BY MR. JACOBS: 21 Q. What do you mean by that? 22 A. You have an income beneficiary and you have !23 principal beneficiaries and both trusts provide that the 24 income is all Mrs. Mumma's and when she passes the 25 principal goes to the four children or, if they passed Esquire Deposition Services (215) 988-9191 age 43 1 away, their heirs. They have to outlive Mrs. Mumma to 2 collect their interest. 3 Q. Did you play any role in the 5 percent 4 distributions that Mrs. Mumma had the right to request 5 from the marital trust? 6 A. Yes. 7 Q. What role did you play? 8 MR. GREEN: I'm going to object that the 9 question is vague as to the time period that's being 10 discussed. 11 BY MR. JACOBS: 12 Q. And just to clarify that, I'm asking you 13 about any role you played at any time during the trust 14 administration. 15 A. We basically calculated the 5 percent. My 16 instructions were that she wanted to withdraw her 5 17 percent on an annual basis. Each year we calculate what 18 we deemed to be the 5 percent. Send her a letter in 19 early, hopefully in early January, and Morgan, Lewis 20 prepares a, what I'm calling a receipt. I don't know if 21 that's the proper word, but it's some sort of document 22 that she signs saying she wants it and then generally a 23 check is issued to her. 24 Q. In your previous answer you said something i 25 about your instructions whether ahe wanted the 5 percent Esquire Deposition Services (215) 988-9191 age 44 ~ 1 every year. Can you tell us from whom you received 2 those instructions? 3 A. Mrs. Mumma. 4 Q. And how did you receive them? 5 A. I don't recollect. Probably verbally that she 6 had intentions of withdrawing her 5 percent each year. 7 Q. Just to clarify your last answer, are you 8 saying that you had annual discussions with her or are 9 you saying that at some point in time she said to you I 10 want 5 percent every year? 11 A. Generally my recollection is that she told me 12 that she wanted the 5 percent each year, so each year in 13 early January I call her and tell her that we're doing 14 this letter telling her what the 5 percent amount we 15 think it should be and she says fine and we send it to 16 her and we send a letter, a copy of it, to Morgan, 17 Lewis. 18 I mean, there are both. We have standing 19 instructions. In my mind I have a standing instruction 20 to provide her with the information to withdraw the 5 21 percent each and every year and then we have discussions 22 about it each year. 23 Q. When you first talked to Mrs. Mumma about this 24 5 percent withdrawal, did you discuss with her the tax 25 consequences? Esquire Deposition Services (215) 988-9191 age 45 1 A. There aren't any. It's principal. It's her ', 2 right to withdraw it. It's not a taxable event. 3 Q. Will the marital trust be included in her 4 taxable estate? 5 A. Essentially, yes. Technically, I don't know 6 how that works. Essentially the marital trust escaped 7 estate taxation at the time Mr. Mumma died, but it will 8 be taxable at her death. I think it probably is 9 included in her return, but technically the tax money is 10 supposed to come out of the marital trust for those X11 assets. The taxes attributable to those assets comes 12 out of the marital trust assets. 13 Q. Is the residuary trust included in her taxable 14 estate? 15 A. I believe it is. I don't know that as a fact. 16 I'm not an estate attorney. 17 Q. If both the residuary trust and the marital 18 trust are included in her taxable estate, who got the ', 19 benefit of the exemption when Mr. Mumma passed away? 20 A. Probably, I don't know, I'd have to look, but 21 probably no one except to the extent that there were 22 bequests to the children. That's the way the will was 23 written. 24 Q. Did you ever discuss that issue with anyone 25 else at the time? Let me ask it differently. Did you Esquire Deposition Services (215} 988-9191 age 46 1 ever discuss that issue with anyone else? 2 A. I have no recollection of discussing it. 3 Q. If I understand you correctly, you're saying I Iii 4 your impression is that the way the will was drafted 5 wasted the tax deduction or exemption that was available 6 to Mr . Mua-ma' s estate? 7 A. I don't recollect it being used. It may have 8 been, without looking at documents, but that's my I ~I 9 recollection. i 10 Q. And you never discussed that with anybody Iii 11 else? 112 A. Who would you discuss it with? It's a done 13 deal. The will is what it is. 14 Q. You didn't think you ought to call to the 15 attention of the executrices the fact that the scrivener 16 of the decedent's will had wasted hundreds of thousands 17 of dollars, in your view? 18 A. Well, the exemption at that time was a lot 19 less. I don't remember what it was, but it wasn't all 20 that high. 21 Q. $650,000? 22 A. It could have been. I don't know, but Art 23 Klein was doing the legal part on the will and we were 24 stuck with the will the way it was. 25 Q. I'm sorry. You said your client was doing Esquire Deposition Services (215) 988-9191 age 47 ~ 1 the - - 2 MR. GREEN: Art Klein. 3 BY MR. JACOBS: III 4 Q. Art Klein. 5 A. Art Klein was doing the legal work and there 6 were some discussions as to if he had drawn the will, he 7 might not have drawn it the way that it was drawn, but 8 that's what we had to work with. 9 Q. The discussion about - I appreciate that Mr. 10 Klein wouldn't have drawn the will that way, but my 11 question is did your discussion with him on that subject 12 include the issue of an underutilized tax deduction? 13 A. I have no recollection of any discussion like 14 that. 15 Q. Why don't we take a five minute break? 16 (A break was taken.) 17 BY MR. JACOBS: 18 Q. Mr. Hadley, you said that your instructions 19 were to calculate the 5 percent every year, which you 20 did. That would be 5 percent of the value of the 21 marital trust assets in any given year. Is that what 22 you were calculating? 23 A. It's 5 percent of the principal. 24 Q. There's an income account also? 25 A. Yes, there's a principal account. There's an Esquire Deposition Services (215) 988-9191 age 48 ~ 1 income account. 2 Q. So it's 5 percent? 3 A. 5 percent of the market value of the assets. 4 Q. And how did you ascertain the market value of 5 the assets? 6 A. Well, it was done on a year-by-year basis. 7 First of all, there was a conscious effort to do it on a Iii 8 conservative basis so that hopefully nobody would 9 complain, but that's not necessarily the case. And we 10 essentially used the accounting principal account, 11 adjusted for the Union Quarries shares, which, as time 12 progressed, that increased considerably in value. And 13 the value that was used for the Union Quarries shares 14 was an estimate based on the underlying book values. 15 Q. Why did the value of Union Quarries shares 16 keep increasing? 17 A. Because they made money and they basically 18 kept accumulating the money. 19 MR. GREEN: By they you mean the company? 20 THE WITNESS: Union Quarries. Union Quarries 21 did. I mean, there were years where they were 22 making close to a million dollars a year. 23 BY MR. JACOBS: 24 Q. So how did you estimate the value of that 25 company each year? Esquire Deposition Services (215 j 988-9191 age 49 1 A. Just looking at the book value and Union 2 Quarries, a considerable portion of their assets are 3 cash. 4 Q. Did you adjust the value of any other 5 stockholdings? 6 MR. GREEN: Objection to the form. Vague and 7 overbroad. Indefinite as to time. 8 THE WITNESS: I can't answer that at this 9 point. There is a letter each year for the 5 10 percent. I assume that you've seen a copy of it or 11 have had copies of it in your records at some point. 12 Attached to that letter, I think, there's a 13 calculation. You'd have to look at each and every 14 one of them, so I can't give you an answer yes or no 15 on that. I don't recollect ever adjusting any other 16 asset at this point, but whether it happened or not 17 I don't know. 18 BY MR. JACOBS: 19 Q. What was different about Union Quarries that 20 led you to adjust that one but not the others? 21 A. Well, Union Quarries had been increasing 22 significantly in value and there were discussions early 23 on that we were going to be conservative in the 5 X24 percent and so the other assets, that was, I guess you 25 could call it sort of a cushion. If somebody had a Esquire Deposition Services (215) 988-9191 age 50 1 problem with the 5 percent withdrawal, then the back-up 2 argument is, well, maybe some of these other assets are i 3 worth more than this number, so the 5 percent is really 4 less than 5 percent of the total value. 5 Q. Once you came up with a dollar figure for the 6 5 percent, how was it determined what assets to actually 7 distribute to Mrs. Mumma? 8 A. Well, generally, and I just have to speak from 9 an overview without looking at the records, generally in 10 most years she was paid, I believe, in cash with a 11 check, so, you know, cash is fundable. Who cares which 12 dollar you use? There were some years that she was paid i 13 some shares of stock, which was done simply, in most ~~ 14 cases, to sidestep the valuation issue. 15 If you had 100 shares and she took five 16 shares, she took 5 percent, so whatever the value was, 17 it was, so you didn't put a dollar amount on that. And 18 I don't remember how many years she took stock. I don't 19 think it was a lot of years. My recollection seems to 20 be three or four, but I don't know that without looking 21 at documents. 22 Q. Well, certainly she wouldn't have been paid 23 in stock after '93 when the company was sold. Was it 24 '93? 25 A. I think it was '93 the company was sold. Esquire Deposition Services (215) 988-9191 age 51 1 MS. MANN MUMMA: It was. 2 BY MR. JACOBS: 3 Q. And, of course, if she was paid 100 percent 4 in stock, that would not sidestep a valuation issue; 5 would it? 6 MR. GREEN: Objection to the form. Vague and 7 ambiguous. 8 THE WITNESS: No, but, I mean, if you have 9 documents I can look at, but I don't. 10 MR. JACOBS: Would you mark this as our next 11 exhibit, please? 12 MR. GREEN: This is not one from yesterday? 13 MR. JACOBS: I hope not. 14 MR. GREEN: If it is, that's okay. 15 MR. JACOBS: This one might be, but these are 16 worth actually attaching. 17 (Hadley Exhibit No. 2 was marked for 18 identification.) 19 BY MR. JACOBS: 20 Q. Mr. Hadley, I have had marked as Exhibit 2 in 21 this deposition a document which appears to be Arthur 22 Rlein's January 6th, 1988 letter to you. Do you recall 23 communicating with Mr. Klein on the subject of the 24 distributions to Mrs. Mumma in 1987 and 1988? 25 A. Not specifically, no. Esquire Deposition Services (215) 988-9191 age 52 1 Q. On the second page in the fourth paragraph 2 Mr. Klein seems to indicate that in 1987, Mrs. Mumma 3 received certain quantities of shares in 4 Nine-Ninety-Nine common stock as her 5 percent 5 withdrawal. Do you see that? 6 A. Um-hmm. ~ Q. Do you know how that was valued? 8 A. As I sit here today, I don't, without 9 referring to records. 10 Q. Can you mark that as the next number, please? 11 (Hadley Exhibit No. 3 was marked for 12 identification.) 13 BY MR. JACOBS: 14 Q. Look at what's been marked as Exhibit 3 for 15 today's deposition, a document which appears to be Mr. 16 Rlein's letter of December 18th, 1987 directed to you. 17 Do you see on page two in the middle paragraph a 18 reference to Mrs. Mummna taking 5 percent of the 19 Nine-Ninety-Nine shares? 20 A. Which paragraph are you referring to? 21 Q. It's the paragraph beginning in addition. Do 22 you see that? 23 A. Yes. 24 Q. But, in fact, doesn't Mr. Klein's January 6th, 25 1988 letter seem to indicate that she received more than Esquire Deposition Services (215) 988-9191 age 53 1 5 percent of the ahares~of Nine-Ninety-Nine? And I can 2 help you work through the math if that would be useful. 3 MR. GREEN: I would just object that the 4 letter appears to be before rather than after in 5 terms of the statement of what was going to happen 6 or might happen. 7 THE WITNESS: Well.... 8 BY MR. JACOBS: 9 Q. Let me see if I can put it in context. 10 A. Okay. In context, that's possible in a ~11 particular year because there were two fundings. There 12 was the 5 percent principal and then she was also owed 13 statutory interest and I think some of the shares were 14 in payment of the statutory interest and came from the 15 income account. 16 So, yes, in that particular year she would 17 have gotten more than 5 percent of the shares, but 5 18 percent of them were from the principal account and the 19 balance was from the income account and that was money 20 that she was owed, the statutory interest, and I think 21 the accountings will show that. 22 Q. Let's see if we can teat that idea with these 23 letters. Looking at the December 18th letter, the next 24 to last paragraph on page two, Mr. Klein says that if 25 she exercises her withdrawal power, by withdrawal power Esquire Deposition Services (215} 988-9191 age 54 1 you understood that to refer to the 5 percent 2 withdrawal? 3 A. 5, yes. 4 Q. Mr. Klein says that if she takes out 5 percent 5 of the principal in 1987, she'll receive 40 shares of 6 common stock for 1987. Do you see that? 7 A. Which letter are you on? g Q. The December 18th letter, next to last 9 paragraph. 10 A. Yes. 11 Q. Then if you look at the January 6th letter, a 12 few weeks later, on page two the fourth paragraph, the 13 first sentence says that Mrs. Mumma, in exercise of her 14 withdrawal power for 1987, and again by withdrawal power 15 that refers to the 5 percent; correct? 16 A. Um-hmm. 17 Q. So in exercise of her withdrawal power for 18 1987, Mr. Klein says that the trustees distributed 19 82-and-a-fraction shares of common stock of ~ 20 Nine-Ninety-Nine; correct? 21 A. Um-hmm. 22 Q. So that would seem to be more than twice the 23 amount that a few weeks earlier where he had calculated 24 as the 5 percent. My question is does that lead you to 25 believe that, in 1987 at least, Mrs. Mumma received Esquire Deposition Services (215) 988-9191 age 55 1 shares of Nine-Ninety-Nine to reflect the full 5 percent 2 value of the marital trust assets, not merely 5 percent 3 of the holdings of Nine-Ninety-Nine? 4 MR. GREEN: Objection to the form. Vague, 5 ambiguous and compound. i i 6 THE WITNESS: Without referring to records, I 7 mean, I can't comment on this. I believe there was 8 some reference that these shares were transferred on 9 December 28th, which I assume to be 1987, from the 10 estate to the marital trust. Some of the shares 11 went to principal and some of the shares went to 12 income and I think that's what he's indicating in 13 his December 18th letter. 14 BY MR. JACOBS: 15 Q. What document would moat clearly tell us 16 exactly what Mrs. Mumma received as a distribution under 17 that 5 percent power in any given year? 18 MS. MANN MUMMA: Do you need paper, George? 19 THE WITNESS: I've got a piece of paper. Let 20 me just see something here. I can't answer that at 21 this point without looking at documents. 22 BY MR. JACOB5: 23 Q. What documents would you want to look at? 24 A. Well, I would want to look at the history of 25 his stock book and T'd want to look at our 5 percent Esquire Deposition Services (215) 988-9191 age 56 1 withdrawal power letters and see how these tie into 2 them. 3 Q. Take a look at what was marked yesterday as 4 Exhibits 13 and 14. Are these what you were referring 5 to as your withdrawal power letters? 6 A. Right. They're, well, they're a different 7 year. They're not the years that are in question here, 8 but they're something similar to this. 9 Q. So, for example, for 1992, this is Lisa Morgan 10 Exhibit 13 from yesterday, there's a line adjustment for 11 5 percent of other assets, which includes 8.163 shares 12 of Nine-Ninety-Nine, Inc. Do you see that? 13 A. Yes. 14 Q. Do I understand from that letter that in that 15 year Mrs. Momma's 5 percent withdrawal power was 16 satisfied entirely by the distribution of stock? 17 A. Without referring to documents I don't know. 18 It appears, yes, but.... 19 Q. And that the eight-and-a-fraction shares of 20 Nine-Ninety-Nine that I just pointed to on that letter 21 represents 5 percent of the value of some unidentified 22 other assets of the marital estate; correct? 23 MR. GREEN: Objection to the form. I, 24 THE WITNESS: I think that's probably correct, 25 but without referring to documents I can't confirm Esquire Deposition Services (215) 988-9191 age 57 1 that. 2 BY MR . J'ACOBS 3 Q. What was the value of the Nine-Ninety-Nine 4 stock that was used to determine that 8.163 shares of it 5 equalled 5 percent of the value of the other assets? 6 A. Without referring to documents I couldn't tell 7 you. 8 Q. What would be the beat documents? 9 A. I'd have to go back and look in our papers. 10 This is not the complete file. 11 Q. Was there a particular document or form that 12 you transmitted either to the executrices or to Morgan, 13 Lewis that contained the calculation I'm asking you 14 about? 15 A. I can't answer that, I don't know what was 16 sent at this point. That's 15 years ago. 17 Q. You referred to these letters as, I forget. 18 Can you tell us again what the term you used for these 19 letters, Exhibits 14 and 15? 20 A. 5 percent withdrawal power letters. We make 21 them up each year and I have a file that relates to that. 22 Q. When real estate was distributed to the 23 marital trust, was that a taxable event? 24 A. Yes. The transfer of anything would have been 25 taxable because it's a monetary - satisfaction of a Esquire Deposition Services (215) 988-9191 age 58 1 monetary interest. 2 Q. So it would be in the estate's interest to 3 minimize to the extent possible or to be conservative 4 about the value of any real estate transferred? 5 MR. GREEN: Objection to the form. ~I 6 BY MR. JACOBS: I I II 7 Q. Correct? i li 8 MR. GREEN: I think the question is vague as I I ~~ 9 you used the word estate. I I I10 THE WITNESS: Well, I don't remember how the Till valuation was done at this point, but certainly in I ', 12 any real estate valuation you will get ranges from I!13 reputable people, but I or someone in my place that ICI 14 signs a tax return, we're not going to sign a tax 1115 return that's outrageously undervaluing the III 16 distribution of an asset. I mean, on a piece of 17 real estate you'll get - you're not going to get 18 three appraisers giving you the same number usually. Il9 It would be unusual if they did. I X20 BY MR. JACOBS: 2i Q. Mr. Helsel's firm performed what are known as 22 date of death appraisals; is that correct? 23 A. I believe that's correct. 24 Q. And that's because for certain tax purposes III 25 you had to report to the IRS the value of those assets Esquire Deposition Services (215) 988-9191 age 59 1 on the date of Mr. Mumma's death? 2 A. Right. 3 Q. Who was responsible for ascertaining the 4 value of the real estate at the time it was transferred 5 to the marital trust? 6 A. That I can't answer without referring to 7 records. 8 Q. Do you know if the estate simply used the date 9 of death values? 10 A. They may have used those or they may have used 11 the date of death values - and I know there were a 12 couple times or a couple instances we'd call them and 13 just got a ballpark figure of what he thought the 14 appreciation was in some period of time. I mean, the 15 Harrisburg real estate market was not like the Florida 16 market. It was relatively stable. You did not get huge 17 swings in value in a relatively short period of time 18 absent some unusual circumstance. 19 Q. Do you have any - in your last answer you 20 talked about, I forget the phrase you used, but someone 21 got an informal update on values. Is that something 22 specific that you know about or just an assumption on 23 your part? 24 A. No. I talked to someone in Helsel's office. 25 A couple of times we were just wondering about what sort Esquire Deposition Services (215) 988-9191 age 60 1 of values and an appraisal is relatively expensive. Did 2 not want to go through an appraisal. We were trying to 3 get some ideas and, you know, that's basically the 4 answer he gave me. The values might go up a couple 5 percent a year. They're relatively stable and that's 6 the market up there. 7 Q. So it was your recollection that the value of 8 the real estate assets in the estate were relatively 9 stable? 10 A. To the best of my knowledge, yes. 11 Q. iaould you agree that the value of the 12 operating companies appreciated substantially from date 13 of death until the companies were sold in 1993? 14 A. I think that's a fair assumption. The cash 15 flow had also increased substantially. 16 Q. What steps did you take to update the value of 17 the stockholdings of the estate and the trusts during 18 the years between '86 and '93? 19 MR. GREEN: Objection to the form of the 20 question. Vague and overbroad. 21 THE WITNESS: I don't think there was probably 22 any reason to do that. We weren't really in the - 23 we weren't going to sell them. We weren't going to 24 transfer them. I think there was knowledge, because 25 of the better operating results and the reduction of Esquire Deposition Services (215) 988-9191 age 61 1 debt, that the stockholdings in other than Union 2 Quarries were more valuable than they had been 3 valued at in the estate. 4 But, as I explained before, we were trying to 5 be conservative on the 5 percent withdrawal power, 6 so that was just s ort of the cushion and we didn't 7 want to go through the expense of an appraisal each 8 year. So if, for example, the stock of a company 9 was valued at $100 and it's now worth 150, we were 10 taking the 5 percent on the $100 and there was - 11 essentially had a buffer there in case there were 12 valuation issues. 13 BY MR. JACOBS: 14 Q. You've mentioned a couple times that, I think 15 you used the phrase, we weren't going to sell the 16 companies or they weren't going to sell the companies. 17 Let me ask you when did the executors first seriously 18 consider the sale of the operating companies? I!19 A. You would have to ask the executors. I don't (20 know exactly. I do know that they were upset with all 21 of the litigation going on. They weren't getting 22 anywhere and that triggered some interest in selling the 23 companies because the feeling was if you got rid of the 24 companies, the litigation would stop, which turned out 25 to be incorrect, but that was the theory at the time. Esquire Deposition Services (215) 988-9191 age 62 1 Q. You were the primary -- 2 A. I would say this. I would think, it would be 3 my thought that if they had been allowed to run the 4 companies in whatever manner they were doing, there 5 probably would still be a family asset today. That's my 6 impression. I~ 7 Q. You're saying that your impression was that I~, 8 the impetus to sell the companies was external, meaning !~ 9 that it really wasn't Mrs. Momma's idea or Lisa's idea? i ~i 10 It was as a result of external factors? I X11 A. That would be my opinion, yes. 12 Q. And the external factors, just so I understand 13 your last answer, the external factors would be what you 14 referred to as the litigation? 15 A. The litigation because there was a feeling 16 that it all revolved around the company. 17 Q. And that would be the litigation initiated by 18 Robert Mumma, II? 19 A. That would be my opinion, yes. 20 Q. You were the primary person who provided 21 accounting services to the operating companies from 1986 22 through 1993; correct? 23 A. Yes. 24 Q. And I imagine you must have worked pretty 25 closely with Mrs. Mumma and Mrs. Morgan during those Esquire Deposition Services (215) 988-9191 age 63 ~ 1 years? 2 A. Yes, but at that point there was professional 3 management in place. I mean, they had a president. 4 They had vice-presidents. You know, they had financial 5 people in sales and the companies were run by 6 professional managers. What I'm calling the companies, 7 the Pennsy Supply business was run by professional 8 managers and they were essentially letting them run the 9 business with some oversights. They would be involved 10 in things like spending money for capital improvements. 11 There was a point where the union was attempting to 12 organize workers. You know, they were involved 13 basically in that. And they were involved in top 14 management decisions. 15 Mrs. Mumma, in particular, was not necessarily 16 involved in the day-to-day operating decisions. She had 17 overall control and she was, I mean, they would tell her 18 what they were doing, but, you know. Lisa, once she 19 came back to Harrisburg, was working there and was more 20 involved in the day-to-day operations and was actually 21 an employee of the company for some period of time. 22 Q. And did they consult with you on a regular 23 basis about these major financial and strategic I 24 decisions? 25 A. Yes. Esquire Deposition Services (215) 988-9191 age 64 1 Q. What I'm getting at is, and correct me if I'm 2 wrong, it appears that they kept you in the loop in 3 terms of their strategic thinking about the company, as 4 one would expect of the company's outside accountant? 5 A. I would think generally, yes. I mean, I was 6 not involved in everything. I mean, I can remember one 7 meeting where there were capital budgets and the 8 professional management was advocating for they needed 9 to buy this and this and this and this and they had 10 reasons for buying each of the pieces of equipment or 11 groups of the equipment. 12 Mrs. Mumma was concerned about the cash and 13 she basically wanted me to comment on whether the 14 companies could afford it, if we're going to be able to 15 pay for it. Ultimately, probably 75 percent of those 16 approvals, I mean, there's probably a million-and-a-half 17 dollars' worth of equipment that were approved and 18 bought and some of them were deferred. !19 I mean, I think she probably trusted me as an 120 outside advisor with not necessarily an ax to grind and 21 did not have an agenda where that wasn't true with, I 22 mean, whether they did or didn't she sometimes had the 23 impression that maybe professional managers had an 24 agenda and to some extent that's true. I mean, 25 everybody has an agenda of what they want and that sort Esquire Deposition Services (215) 988-9191 age 65 1 of thing. 'i 2 Q. When did you first hear about the executors 3 taking any steps to sell the company? 4 A. I don't remember the dates. Mrs. Mumma asked 5 me to come to Harrisburg. She did not want to meet at 6 the company offices or at her home. We met at some 7 hotel out by Union Deposit Mall, the name of which I 8 don't remember. She told me that someone had contacted 9 her and that she wanted to at least explore this, but I 10 wasn't to talk to anyone, including Lisa, about this. 11 So I met with her and, I believe, Jack Hayes who X12 represented CRH. We went over some things. He said we 13 should meet later. 14 Subsequently went to New York and CRH had a 15 small office in New York which Jack Hayes basically 16 operated out of. We met at that office. He put the 17 number of 51 million dollars on the table. I just kind 18 of clenched my teeth because I thought it was an awful 19 lot of money and got out of there as quickly as I could 20 because I wasn't going to respond to anything based on 21 that. You know, I didn't think it was worth anywhere !i 22 near that amount. They were looking at it, I guess, as 123 a strategic investment and it was a jewel and it really 24 wasn't for sale and so they had to step up to the plate. 25 Subsequently, I guess, the negotiations went Esquire Deposition Services (215) 988-9191 age 66 1 further. I was not particularly involved in those 2 negotiations later on. Bobby got involved and there 3 were some lawsuits filed and basically everyone just 4 basically walked away. Bobby was saying they had no 5 right to sell the company and the Irish were saying why 6 don't we get this straightened out and we'll talk, so 7 subsequently it became a legal issue, which I was not 8 involved in. There were suits and it's my understanding 9 that the courts ruled that the executrixes did have the 10 right to sell the assets. 11 The second round I was not involved in at all 12 other than as a supplier of information. They had made 13 the decision to go out and hire a law firm or a 14 negotiating team, which they did at Stadley, Ronon. We 15 went down to Morgan, Lewis's office in New York. We 16 were about to go into negotiations and Dave Landry said, 17 I don't want you, talking about me, I don't want you in X18 the room and I don't want you part of the negotiations I', 19 and Mrs. Mumma supported that and I was basically out of i ~i20 the negotiations. I mean, I knew they were going on. I 121 was supplying information, but I did not have any direct 22 knowledge of anything that was happening. 23 Q. So round one was this 51 million dollar offer? i 24 A. Right. 25 Q. And I take it the executors were seriously Esquire Deposition Services (215) 988-9191 age 67 ~ 1 interested in pursuing it but for this lawsuit had 2 intervened? 3 MR. GREEN: Objection to the form of the 4 question. 5 THE WITNESS: I'm a little unclear as to what 6 happened. I don't know. At some point the idea 7 must have been circulated among the family and I'm 8 unclear as to how that happened. I did not 9 participate in that. 10 BY MR. JACOBS: 11 Q. But what I'm saying is that when Mrs. Mumma 12 left the meeting with Jack Hayes where he put the 51 13 million dollar number on the table, I take it she was 14 interested in continuing those discussions? 15 A. Well, she asked me what I thought and I said 16 it's a lot, I remember saying, it's a lot of money. 17 It's more than I think it's worth. 18 Q. Can you help fix that meeting in time? 19 A. No. It's somewhere before 1990, but I have no 20 idea, without looking at records I mean. 21 Q. Could it have been as early as 1987? 22 A. I don't know. 23 Q. Because you had said earlier that there was - i 24 that they were going to keep the company? 25 A. Right. Esquire Deposition Services (215) 988-9191 age 68 ~ 1 Q. But if the year after Mr. Muamta dies Mrs. 2 Momma's negotiating with Jack Hayes over this attractive 3 51 million dollar offer, it doesn't sound like her 4 strategy is to keep the company. 5 MR. GREEN: Objection to the form of the 6 question. 7 THE WITNESS: No, I don't necessarily think 8 that's true. What was done to stabilize the 9 organization is the employees were assured that she 10 had no interest at that point in selling the 11 company. There were some people who had come 12 forward, particularly Lehigh Cement. There were 13 some others that were circling wondering or trying 14 to see if the company was for sale and this was some 15 strange - the introduction had come through some 16 antique dealer that Mrs. Mumma probably knew in 17 Maryland or something who was apparently looking for 18 acquisitions for these people and suggested that she 19 meet. 20 In the initial meeting she told me that she 21 wasn't interested in selling, but she just wanted to 22 see what these people had in mind. And I guess her 23 attitude at that point was she was more or less 24 window-shopping and I've got something and how much i ~i25 is it worth. I want to see what somebody else Esquire Deposition Services (215) 988-9191 age 69 1 thinks it's worth. 2 I did not have any idea when I walked into 3 that meeting that they would be anywhere close to 51 4 million dollars. I was speechless and I just didn't 5 know what to say and I just decided it was best to 6 get out of there without saying anything. And I 7 remember after we walked out it was like what do you 8 think and I said, well, it's a lot of money and 9 that's where that conversation kind of ended. 10 That's my recollection. 11 BY MR. JACOBS: 12 Q. Roughly how did that compare with the date of 13 death valuations that had been used for the company? 14 MR. GREEN: I'm going to object to the form of 15 the question. 16 THE WITNESS: I don't remember. My 17 recollection is and I'm not sure it's even right, 18 but seven or eight million. It was many multiples 19 of the date of death value that had been used. I 20 mean, it wasn't even like it was in the range or 21 whatever. 22 BY MR. JACOBS: ~ 23 Q. So how did that 51 million dollar figure that 24 Jack Hayes put on the table affect your valuation of the 25 stock for when it was transferred to the marital trust? Esquire Deposition Services (215) 988-9191 age 70 1 A. I don't know that it had any effect. My 2 recollection is the transfers were, I mean, I think the 3 transfers were done before this issue even came up and 4 I'm hazy on the dates. 5 Q. Let me change topics for a minute. You were 6 familiar - you were aware that the estate had title to a 7 condo in Florida in a development called Sailfish Point? ~, S A. Yes. 9 Q. Did you ever visit the condo in Sailfish I~~ 10 Point? Ilia 11 A . No . I ~ 12 Q. What was the estate's strategy for dealing 13 with that asset during this initial period where you 14 talked about figuring out which assets to keep and which 15 assets to sell? 16 A. My recollection is that relatively early on 17 that they didn't want to keep it. I think Mrs. Mumma 18 felt it was too far out and it was not somewhere that 19 she wanted to be is my recollection. Her husband had 20 seen it. He wanted to buy it. He bought it. There 21 were problems. There were some issues with the 22 construction. 23 I think, my recollection is, that Mobile was 24 the ultimate owner of that property. I don't know all 25 the details, but apparently some of the construction had Esquire Deposition Services (215) 988-9191 age 71 ~, 1 not been done properly and there were all kinds of 2 lawsuits going on. There were assessments against the 3 owners of the condos to fix these problems. 4 The market, as a result of this litigation and 5 these assessments, was depressed. They didn't want to 6 sell it for less than they felt it was worth. There was 7 basically a decision made to ride it out. And I think 8 at one point it was rented for a period of time, maybe a 9 year, and then ultimately it was sold and I think the 10 market improved a little bit when the lawsuits basically 11 ended. I don't remember whether they had a gain or loss 12 on it, but it was no huge gain. 13 Q. Why wasn't it rented for more than one year? 14 Why wasn't it rented more than once? 15 A. I can't answer that. I don't know. 16 Q. Do you know if the executors made any efforts 17 to rent it? 18 A. I believe that they had some agents that knew 19 that it was available up there, but I don't know the 20 details. I was really not involved in the management of 21 the place. 22 Q. Did you do any of the accounting work for 23 Sailfish Point? 24 A. Well, it was in the estate, so, yes. To the 25 extent that there were bills, they were paid through the Esquire Deposition Services (215) 988-9191 age 72 1 estate and, you know, there were checks written to pay 2 bills or whatever. 3 Q. How was reimbursement of personal use of the 4 estate - of the condo handled? 5 MR. GREEN: Objection to the form of the 6 question. 7 THE WITNESS: I don't know. I mean, I'm under 8 the impression that there wasn't much, if any. 9 Maybe shortly after Mr. Mumma's death they might 10 have been there for a while, but I don't - I can't 11 remember whether Mrs. Mumma went there after '86 or 12 not, but, I mean, I guess I may be overstepping what 13 your question is, but you constantly have a problem 14 between principal and income beneficiaries. And 15 even if she was using it or the expenses of it were 16 coming out of the income, not the principal, so it 17 was basically her paying for it. 18 BY MR. JACOBS: 19 Q. And the expenses were coming out of income 20 because it was an income producing asset? 21 A. I'd have to check the accounting, but I think 22 they did come out of income. 23 Q. And there were quarterly condo fees that 24 were -- 25 A. Correct, paid. Esquire Deposition Services (215) 988-9191 age 73 1 Q. -- payable? Did you have an understanding 2 about whether those fees included use of the golf course 3 or restaurant tabs or were they strictly related to the 4 real estate, if you know? 5 A. I don't know. We were not involved in writing 6 the checks. I mean, we were just after the fact writing 7 up the accountings for the estate and what they covered 8 I don't know. The check that was written went into the 9 accounting. 10 Q. How did the paper flow work or the 11 information flow; in other words, how did you find out 12 what were the expenses of Sailfish Point, what was the 13 income? How did that information come to you? ~14 A. Basically my recollection is it came from the 15 checkbook at the end of the year. There was a checkbook- s I!16 and we took it and basically wrote it up and did the ~17 income tax returns and periodically accountings from 18 that information. 19 Q. Would that be a checkbook for the estate as a 20 whole or just for Sailfish Point? 21 A. It was an estate checking account. I don't 22 believe there was a separate checking account for {23 Sailfish Point. 24 Q. So you would look at checks reflecting the 25 expenses of the estate? Esquire Deposition Services (215) 98&9191 age 74 ~ 1 A. Correct, or stubs or whatever, bank 2 statements. 3 Q. And categorize them appropriately? 4 A. Right. 5 Q. And how about income? How did you learn about 6 any income attributable to Sailfish Point? 7 A. Same place, through bank statements. I mean, 8 it would either be listed, I mean, we would get the bank 9 statements. We'd get the check stubs and we'd get the 10 canceled checks. I mean, you'd look at them and see 11 what was written on there and what they said they were 12 for that's what they were treated as. 13 Q. And who kept any back-up material? Like, for 14 example, if there were a bill for condo fees or whether 15 there was an actual lease, who kept those documents? 16 A. At which point in time? 17 Q. Well, I'm interested in the whole period of 18 time that the estate owned Sailfish Point, so if it 19 varied please tell me. 20 A. And again I am fuzzy on the dates. In the 21 initial years Lisa would write the checks and pay the 22 bills. At some point it became too overwhelming and so 23 now essentially at some point there's a girl in our 24 office who we write the checks. We get the bills. We 25 write the checks. We send them down here for signature Esquire Deposition Services (215) 988-9191 age 75 1 and they're disbursed to whomever. 2 There are a relatively limited number of 3 checks at this point because the real estate is in the 4 hands of the real estate managers and they basically 5 collect the rents and pay the bills for those. I mean, 6 most of our checks are insurance or legal fees or 7 something, I don't remember, but accounting fees. 8 Q. Earlier you'd mentioned that there was some 9 concern about cash flow in the early years of the 10 estate? 11 A. Yes. 12 Q. That was Mrs. Momma's source of funds to 13 maintain her lifestyle after Mr. Mumma passed away? 14 A. I don't know. Various sources. I mean, she's 15 getting Social Security. I don't remember when that 16 started. I think it probably started, I don't remember 17 her age. What is she? She's got to be in her 80s now. 18 MS. MANN MUMMA: I think probably about four 19 years after dad died. 20 THE WITNESS: She's getting Social Security. 21 She has a trust from her mother that provides her 22 with quarterly income. Her mother or father. I'm 23 not sure who it was, the McKimmie trust. She had 24 other assets that she had accumulated over the 25 years. Esquire Deposition Services (215) 988-9191 age 76 1 And then she had a horse that was well-known 2 in the trotting circles and his name was Speedy 3 Simoly. She owned, I think, half of him and then 4 she wound up selling probably 90 percent of her 5 interest, 90 percent of her half, and I think she 6 got well over a million dollars for that, so she had 7 funds on her own. S She was always a girl, as she put it, who 9 liked cash. She didn't like other stuff. She wants 10 cash. She didn't want all this other stuff. Cash 11 is cash. I mean, she's typical of people who were 12 born in that age. She went through the Depression 13 and it was a horrible, horrible thing and her 14 greatest fear was that she was going to be a burden 15 on her children and they were going to have to take 16 care of her, so she wants cash. She wants the cash 17 in the account. 18 She had two agreements with Kim Company and 19 Pennsylvania Supply Company which were basically 20 salary continuation agreements that upon the death 21 of the major officer she would be paid sums of money 22 for ten years. That was coming in. She had 23 interest income from her bank accounts. 124 BY MR. JACOBS: 25 Q. Did she have ample funds from sources other Esquire Deposition Services (215) 988-9191 Page 77 1 than the marital trust to maintain her lifestyle from 2 1986 forward? 3 MR. GREEN: Objection to the form of the 4 question. Vague. Ambiguous. It calls for 5 speculation. It lacks foundation. 6 THE WITNESS: Probably, but I'm not sure. I 7 mean, she gets from the marital trust, oh, I'm 8 guessing, 300, $400,000 a year, but, you know, she 9 did have assets. The two contractual agreements 10 were, I think, only for ten years, so those expired 11 like in the mid 1990s. Those stopped. 12 BY MR. JACOBS: 13 Q. Let me focus on the time period 1986 through 14 1993, up until the sale of the operating companies. 15 During that time period did she ever indicate to you 16 that she lacked the funds to maintain her lifestyle or 17 to incur any particular personal expense that she might 18 want to incur? 19 A. I think she was pretty happy with her 20 lifestyle. She doesn't complain to me about money. If 21 she has it and she wants it, she spends it. If she 22 doesn't have it, she doesn't spend it. I mean, that's 23 the way she lives her life. 24 She's not a great one for credit cards. Well, 25 now she is so she can get the miles, but she pays them. Esquire Deposition Services (215) 988-9191 age 78 1 She charges them and then she pays it off next week, 2 but, I mean, I'm concerned. I mean, she walks around 3 with cash in her pocket. I mean, she could have $15,000 4 of cash in her purse. I mean, I don't know. She's got 5 wads of bills in there. I mean, she's a cash person. 6 Q. But going back to your description of the 7 early days of the administration of the trust when there 8 wasn't a lot of cash flow, did she appear to have funds 9 from other sources to allow her to incur whatever 10 personal expenses she might want to incur? 11 MR. GREEN: Objection to the form of the 12 question. 13 THE WITNESS: Yes. I would say that she had 14 funds, yes. I mean, I guess I don't understand the 15 question, but, yes, she had ample income. I mean, 16 she was lending her husband money. I mean, he could 17 spend it faster than he had it and she was 18 squirreling it away wherever she could. I mean, 19 that was the way it was. 20 BY MR. JACOBS: 21 Q. There was a mortgage on Sailfish Point that 22 she held? 23 A. She lent him - he wanted to buy that place. 24 He did not have the cash and she lent him the money and 25 to protect her he put a mortgage on there. I don't Esquire Deposition Services (215) 988-9191 age 79 1 think she asked for it, but he put the mortgage on 2 there, at least that's my impression. 3 Q. Do you recall that Lisa Morgan held a $50,000 4 note from her father? 5 A. Yes. 6 Q. What was the story behind that? 7 A. She loaned him $50,000. 8 Q. For what? 9 A. I have no idea. It was just among, I mean, if 10 you have his personal financial statement, there were 11 debts all over the place. There was never a bank he 12 didn't like. 13 Q. The interest rate on that note was 18 percent? 14 A. It was whatever it was. 15 Q. Why didn't the estate pay off that note 16 instead of continuing to incur 18 percent interest? 17 MR. GREEN: Objection to the form of the 18 question. 19 THE WITNESS: I don't know, but it doesn't X20 make any difference. i ~i21 BY MR. JACOBS: 22 Q. Why doesn't it make any difference? 23 A. Because the interest rate that's being paid on I i ~~ 24 the note was charged against income. It does not affect ', 25 any of the principal beneficiaries, so if they continue Esquire Deposition Services (215) 988-9191 age 80 1 to pay it the only person who is hurt is Kim. It 2 reduces her income and increases Lisa's. 3 I think there were probably, I don't know, but 4 I think there were other things that were being, I mean, 5 $50,000 in the overall scheme of things was relatively 6 inconsequential. There were other problems that were 7 being dealt with which were of more importance than 8 $50,000. 9 Q. So when you say it didn't make any difference, 10 you mean it didn't have any adverse impact on any person 11 other than Mrs. Mumma? 12 A. That's right. 13 Q. I understand. 14 A. And the same is true of the Sailfish Point 15 mortgage because the interest, the interest which was 16 hers, she was essentially paying interest to herself, so 17 it's a wash. She's entitled to all the income and she 18 was getting the interest, so it's deductible on one end 19 and income on the other. 20 Q. If you could mark this, please. 2i (Hadley Exhibit No. 4 was marked for 22 identification.) 23 BY MR. JACOBS: ~ 24 Q. Please look at what's been marked as Hadley 25 Exhibit 4 in this deposition, what appears to be Mr. Esquire Deposition Services (215) 988-9191 age 81 1 Klein's letter of November 18th, 1987 addressed to you. 2 Do you recall this letter? 3 A. No. 4 Q. It refers to a meeting with the executrices at 5 Morgan, Lewis & Bockius in November of 1987. Do you 6 remember meeting with the executrices and the lawyers at 7 around that time? 8 A. I have no reason to believe that I didn't, 9 but, I mean, that's, let's see, 13, that's 20 years ago. 10 I don't recollect what I was doing 20 years ago. I 11 mean, I have no reason to believe that this isn't an 12 accurate portrayal of what happened, but I don't 13 recollect. 14 Q. Fair enough. In the first years of the 15 administration of the estate, 1986, 1987 and 1988, how 16 frequently did you meet face to face with the 17 executrices? 18 A. I don't recollect, but often. I was living in 19 Harrisburg throughout almost. 20 Q. Because of your work for the estate and the 21 companies? 22 A. Right, that's right. 23 Q. When you say living, do you mean out of a 24 hotel room or a temporary -- ~25 A. More frequently than I would have liked. I Esquire Deposition Services (215) 988-9191 age 82 1 mean, I don't want to say it was weeks at a time, but it 2 would be a day here, two days there, three days here 3 and, you know, between the travel and getting up and 4 everything else it was a grind. I mean, I wasn't 5 staying there weeks upon weeks, but it wasn't unusual 6 for me to be there two, three times a month. 7 Q. And during that time you would be in regular 8 contact with Mrs. Mumma and Lisa Morgan also? 9 A. And everybody, and lawyers, and everybody, 10 advisors, everybody else involved. I mean, there was a 11 fair amount of communication both by phone and mail. I 12 mean, there wasn't one person running this. It was a 13 joint effort is what was going on. Everybody had to be 14 on board. 15 Q. Do you recognize the handwriting on the bottom 16 of this? 17 A. Not offhand, no. 18 Q. One handwritten note seems to say B-S-T. I 19 take it that's an abbreviation for estimate or 20 estimated, 15,000 per month. Do you see that? 21 A. Yes. 22 Q. Any idea what that refers to? 23 A. It speaks for itself. I would assume that i !24 they're planning on they wanted the $15,000 a month of 25 income from the trust. I mean, that's only my Esquire Deposition Services (215) 988-9191 Page 83 ~~ 1 assumption. I don't know that. II, 2 Q. So you think that might be an estimate of I 3 trust - of the estate and trust income? 4 A. Yes, distributable, T'm guessing. 5 Q. Then there's a reference 999 $100 a share? 6 A. I have no idea what that means. 7 Q. And then is that W slash D 110 a share? 8 A. I don't know what that is. 9 Q. Any idea, I mean, 999 refers to the 10 Nine-Ninety-Nine corporate entity? 11 A. I'm assuming so, yes. It's not the official 12 legal name, but this is somebody shortening it. 13 Q. Then can you read this note at the very 14 bottom? It says something like what is Mrs. Mummer's 15 basis withdrawing income, is this -- Can you make out 16 the rest of it? '17 MR. GREEN: Objection to the form of the X18 question. I~19 THE WITNESS: I don't know. Something to a '20 marital basis and will or something. I don't know. ~i21 I have no idea what this is. III 22 BY MR. JACOBS: II'23 Q. The first topic listed in this letter for this 24 meeting was choice of assets to fund marital trust? 25 A. Right. Esquire Deposition Services (215) 988-9191 age 84 1 Q. What discussions did you have with the 2 executors and attorneys about the choice of assets to 3 fund the marital trust? 4 A. We11, I'll defer to my previous comments. I 5 think we went over them. I mean, because of the way the 6 will was written the marital trust was going to get a 7 substantial portion of the assets and so it was 8 basically done to minimize the capital gains tax and to 9 keep the assets intact in a group so that we didn't have 'I 10 to split MRA I or MRA II. I Iii 11 Q. Why couldn't you have put one or both of the i i 12 MRA entities into the marital trust? ~~ 13 A. Well, one issue I can think of right away is I i X14 since they were primarily real estate, we were going to 15 have to go back and get new appraisals, which was going 16 to be expensive and then we'd have to go through all 17 re-valuation. If they were left in the estate and wound 18 up in the marital trust, you sidestepped that whole 19 issue. 20 I mean, we were trying to minimize expenses, 21 minimize taxes and do the funding. And I think as it 22 happened, even with all the assets that were 23 transferred, we were still short. I don't remember the 24 amount, but it was a million to two million dollars and 25 just because of the way it was they were very limited, Esquire Deposition Services (215) 988-9191 age 85 1 you had very limited flexibility. 2 Q. I don't understand the appraisal point. Did 3 you get appraisals when you put the MRAa into the 4 residuary trust? 5 A. No, because the MRAs -- No. The transfers to 6 the residuary trust are not a pecuniary interest. A 7 basis carries over. Whatever the estate's basis was 8 becomes the marital trust basis, so there is no 9 adjustment to the basis because the residual trust is a 10 residual. It is not a monetary interest. It's not a 11 dollar amount, whereas the marital trust was a dollar 12 amount. It was a calculated amount. It had to be 13 X-number of dollars, whatever that was. 14 Q. So it's not a taxable event? 15 A. When it goes to the residual trust, correct, 16 whereas the marital trust you had to fund X-number of 17 dollars. It was a technical question. 18 Q. Item number five refers to the ability of the 19 marital trust to make regular monthly payments to Mrs. 20 Muumia on account of her income interest. What 21 discussions were there in the early years of the trust 22 about the ability to fund her income interest? !i23 A. Well, I don't recollect. This is 20 years I~24 ago. I mean, at some point there was some concern of 25 financing a lifestyle that she wanted to have and we Esquire Deposition Services (215) 988-9191 ~, Page 86 ~ 1 were trying to determine, I assume, how much she could I'i 2 get on an annual basis. You know, following through on 3 that, she's never gotten monthly checks. They've always 4 been annual or semiannual or whatever. I mean, I don't 5 recollect ever getting it set up so she got a monthly 6 check. 7 Q. Item 6 refers to exercise of the 5 percent 8 withdrawal right. We've talked about that already? 9 A. Right. 10 Q. Did you participate in any discussion with 11 Mrs. Muanna about this 5 percent withdrawal? Let me 12 rephrase the question. 13 You've told us that from time to time you 14 communicated with Mrs. Mumma annually. 15 A. Yes. 16 Q. For example, by sending her these letters 17 saying this is the -- 18 A. Well, I communicated with her more than 19 annually, but the letters were sent annually, yes. 20 Q. But did you ever participate in a meeting or 21 discussion with her where this 5 percent withdrawal was 22 explained to her or she made some initial decisions 23 about how it should be carried out? 24 A. Over time, and I,don't remember the exact 25 dates, yes, she indicated that she wanted the 5 percent Esquire Deposition Services (215) 988-9191 age 87 1 on an annual basis. It was her right to take it and she 2 was going to take it. And as I said, she is a person 3 who likes cash and so the more cash that she had, the 4 better off that she felt. 5 And she has this fear, rightly or wrongly, 6 that somehow she's going to be a burden on her children 7 and that they're going to have to take care of her. And 8 no matter how much you explain that to her, that she has 9 enough money, if she has to go to a nursing home, there 10 is no problem. It will take care of her for many 11 lifetimes. She just does not believe that, for whatever 12 reason, and that's her opinion. She wants that 13 security. To her cash is security. And she basically 14 said to me that she's going to take care of Kim. 15 MS. MANN MUMMA: And she should. 16 MR. JACOBS: All right. It's shortly after ~~17 noon. Why don't we take a lunch break? ~i18 MR. GREEN: Let's go off the record. i 1i 19 {A luncheon break was taken.) i X20 BY MR. JACOBS: 21 Q. Good afternoon, Mr. Hadley. 22 A. How are you? 23 Q. 2 am fine, thanks. 24 A. I am good, also. I~! 25 Q. You mentioned this morning that in connection Esquire Deposition Services (215) 988-9191 age 88 1 with some initial discussions about selling the business 2 to the Irish there was an issue about litigation brought 3 by Bob. Let me follow up on that with a couple of 4 questions. Was it your understanding that Robert Mumma, 5 II, learned of a proposed transaction to sell the 6 business to the Irish and brought suit to try and block 7 it? '~ 8 MR. GREEN: Objection to the form. Vague as 9 to time, but go ahead. I~~10 THE WITNESS: I have no knowledge of how or ', 11 when Bob learned that there was a possibility of a 12 deal. I was not involved in that or a possible 13 sale. It is my understanding that he did initiate, '14 well, I'm not sure. I can't tell you who initiated ~i15 i it. My understanding is that the court adjudicated I~, 16 that the executrixes had the right to do a sale if X117 they deemed it was appropriate. Everybody was suing 18 everybody at that point in time and I don't know who 19 started what or when. 20 BY MR. JACOBS: 21 Q. Did you understand that there was some 22 question as to ownership of the corporate stock? 23 A. Not in my mind. I understand there are people 24 who believe that the records that we were using are not ,25 correct, but I have no reason to believe that they were Esquire Deposition Services (215) 988-9191 age 89 ~ 1 incorrect. I~~ 2 Q. Did you personally maintain any of the stock ', 3 books or ledgers of ownership of the stock of any of the 4 family companies? 5 A. The stock books were, to the best of my li 6 knowledge, were kept basically in an electrotriever in ii 7 what I call Mr. Mumma's working office, which was a i Iii 8 small office he had beside what I called the show i ii 9 office. There were times that, well, first of all, I~~10 those records were available for the various audits and 11 at times we were doing audits the stock books were I12 reviewed and there is historical evidence in our papers I 13 of those reviews listing what the stock books showed. 14 I think there were times in my doing services 15 that I actually went in and got the stock books and with 16 one of the secretaries, either Brenda or Pam was kind of 17 there before, I mean, we would, you know, update them 18 for the transfers or whatever transfers were made and 19 arrange to have them signed by the appropriate officers, 20 but generally the stock books were available to us. 21 Q. Were you the person principally responsible 22 for updating the stock books when there were stock 23 transfers? 24 A. No. That's basically a company function. I 25 would assist and I don't know. You'd have to look at Esquire Deposition Services (215) 988-9191 Page 90 ~, 1 the stock book. Well, that's not even going to tell I'~ 2 because most of the certificates are typed and there's ~I 3 handwriting in the stubs. And there were some times i ~ 4 that I did facilitate that. There were probably other 5 times that I did not. 6 And a lot of the shares that were issued were 7 kept in the stock book because Mr. Mumma didn't want 8 them distributed. He was afraid the kids would lose 9 them, so he - they just -- What were there, some of them 10 were in there, I don't remember which ones, but some of 11 them were in the stock book. 12 Q. On the occasions when you participated in 13 updating the stock book or any accompanying ledgers, 14 what was your source of information about the stock 15 transaction? 16 A. Well, generally when Mr. Mumma was alive, 17 except, well, except there was some activity, the Tri-Ms 18 and same other things where there was preferred stock 19 issued, but most of that activity occurred after his 20 death where there were transfers from him to the estate 21 to the marital trust and subsequently to Mrs. Mumma and 22 the old certificate had to be canceled and a new 23 certificate issued, two new certificates issued. 24 Q. What was the source of information about the 25 stock transfer on the occasions when you participated in Esquire Deposition Services (215) 988-9191 age 91 1 updating the stock book? 2 A. Well, I mean, it would be discussed and 3 there'd be letters like this and there would be, you 4 know, the receipt for the withdrawal and we'd make the 5 transfers. 6 Q. When you say letters like this, you're 7 indicating Hadley Exhibit Number 2? 8 A. Whatever. I mean, there would be, I mean, if ii 9 you're saying, I just didn't go in and decide I'm going i ~~10 to transfer someone's shares. There was a basis for 11 doing so. 12 Q. I'm sure you didn't do it on your own say-so. 13 I'm just wondering what the practice was. For example, 14 did Mr. Mumma just tell you in a conversation? Was 15 there a particular form? Did it vary from time to time? 16 I'm interested in understanding the range of your 17 sources of information. 18 A. All right. Let's back up. There was 19 information prior to his death. You have to split it, 20 okay. The one that comes to mind, and there may have 21 been others, well, there's two that I can think of. 22 There was the so-called Tri-Ms deal. There was a 23 company called Tri-Ms that was set up for the three 24 daughters, hence the name Tri-Ms. It had some equipment 25 and it rented it to Pennsy for a while, et cetera. Esquire Deposition Services (215) 988-9191 age 92 ~ 1 At some point he decided he wanted the 2 equipment back, so Pennsy wound up with the Tri-Ms ', 3 shares. It merged the company into Pennsy or one of its ~I 4 subs and the three girls, I think, got preferred stock i 5 in Nine-Ninety-Nine maybe or it was Pennsy, but then it 6 was Nine-Ninety-Nine subsequently, and there's an 8 7 percent preferred and there's a 10 percent preferred. g Q. But I understand that you're describing the 9 structure of a particular transaction. I'm more 10 interested in a logistical question and that is when you 11 participated in updating the stock book or the records 12 of stock ownership? 13 A. I was performing a ministerial function. 14 Somebody else made the decision and I would just 15 mechanically do the mechanics. 16 Q. An,d my question is can you describe to us how 17 that decision was communicated to you? 18 A. Could have been through memos. Could have 19 been verbal instructions. I do not remember. 20 Q. Did you ever observe any of the stock 21 certificates which were endorsed with some kind of 22 restriction? 23 A. No. 24 Q. Were you aware of any buy-sell agreement or 25 other restriction applicable to any of the stock of any Esquire Deposition Services (215) 988-9191 age 93 1 of the family companies? 2 MR. GREEN: Objection. Vague and ambiguous. 3 Overbroad as to time. I' 4 THE WITNESS: I was aware of one buy-sell 5 agreement as the so-called, what I'm referring to as i I 6 the Simpson agreement, which was between some 7 members of the Simpson family and I'm not sure who 8 the two parties were, but it was the Simpson family 9 and the Mumma family. Jerry Simpson had been 10 brought into Pennsy. 11 BY MR. JACOBS: 12 Q. Jerry was Joe's son? 13 A. Joe Simpson? 14 Q. Yes. 15 A. I don't know who he was. He was a younger 16 member of the family. Bob got an interest in the 17 Harrisburger Hotel and Jerry Simpson got an interest in 18 Pennsy. I think it was a 50 percent interest. There 19 was a buy-sell agreement covering those shares. When 20 the Simpson family and the Mumma family split up, the 21 four children of Bob Mumma, Robert Mumma, got the shares 22 that were formerly held by Jerry Simpson or some member 23 of the Simpson family. 24 I may not be saying this artfully, but it was 25 those shares that became the children's 50 percent Esquire Deposition Services (215) 988-9191 age 94 1 interest in what was then Pennsy Supply, which 2 ultimately became Nine-Ninety-Nine, but with the 3 exception of that agreement, and I understand that that 4 agreement has been adjudicated and there was a decision 5 on it. There's been some allegations it was still in 6 effect. My understanding is that the judge's decision 7 was that that agreement is no longer effective. 8 I am not aware of any other buy-sell 9 agreement. I have never seen any other buy-sell 10 agreement. I have not seen drafts of any buy-sell 11 agreement. I have not even heard any credible 12 discussion of a buy-sell agreement or what I consider to 13 be credible discussion of a buy-sell agreement. The 14 buy-sell agreement argument or discussions did not start 15 until several years after Mr. Mumma's death. 16 If there was, in fact, a buy-sell agreement 17 available, Bob is the one that's basically saying that 18 there is. I mean, Bob is a sophisticated businessman. 19 I mean, he, I would assume, would have had a copy of it 20 if he was a party to it. I mean, he has all kinds of 21 lawyers and accountants and everybody else advising him 22 and he would know that it's an important document. 23 Nothing was ever said in the initial years of 24 the administration of this estate and T think it was 25 several years later all of a sudden this idea that there Esquire Deposition Services (215) 988-9191 age 95 1 was a buy-sell agreement sitting out there somewhere 2 came up. So I am of the belief that it doesn't exist. 3 I mean, where was it at the date of death if it did, 4 indeed, exist? 5 I mean, Bob was not saying, hey, there's a 6 buy-sell agreement sitting out there for two, three, 7 four years after the date of death. I mean, if that, in 8 fact, agreement was there and says what he says it says 9 or what I'm understanding he says it says, why didn't he 10 implement it immediately? 11 Q. The one buy-sell agreement you observed was 12 between the Simpson family and the Mommas and it 13 pertained to a 50 percent interest in Pennsy Supply that 14 at the time was in the hands of Jerry Simpson or some 15 other member of that family? 16 A. As I said, I can't tell you as I sit here 17 without looking at the document who the two parties 18 were, but essentially the Mumma family or one of their 19 companies got to repurchase Jerry Simpson's shares under 20 certain circumstances and, as I said, those were the 21 shares that either by gift or sale or combinations 22 thereof wound up in the hands of the four children of 23 Robert M. Mumma, that they had a 12-and-a-half percent 24 interest each in Pennsy Supply. 25 Q. Did the Simpsons have any other ownership Esquire Deposition Services (215) 988-9191 age 96 1 interest in any of the Mumma companies besides this one? 2 A. Not that I'm aware of and not that I remember. 3 Q. I think you mentioned a minute ago a company 4 set up for the three daughters. Were you aware of 5 something called LBL Partnership? 6 A. Yes. 7 Q. What was that? S A. I think it was Mrs. Mumma's house in 9 Harrisburg, which was originally - she bought this 10 house, and I don't remember the address, which some 11 lawyer told her that she should put it into a 12 partnership for her three daughters and then she could 13 pay rent and as they paid the rent it would pay off the 14 mortgage and then when the mortgage was paid down 15 essentially the three daughters would have the house 16 free and clear. 17 Q. Who was the lawyer who suggested that to her? 18 A. I don't know. I think it might have been Rick 19 Stevenson, but I'm not sure. 20 MS. MANN MUMMA: He wrote the document, but he 21 didn't suggest it. 22 THE WITNESS: That's all I know about this. I 23 don't know who suggested it then. Rick Stevenson 24 was involved and it turned out to be a disaster, 25 although it wasn't a significant amount of money. Esquire Deposition Services (215) 988-9191 age 97 ~ 1 BY MR. JACOBS: 2 Q. Why did it become a disaster? 3 A. It just wasn't followed through and after a 4 while Mrs. Mumma decided she didn't want to rent the 5 place, so there wasn't any rental income. And then she 6 was paying the taxes and the maintenance and then 7 eventually there was some structural problems with the e house. I don't remember all the details, but there were 9 structural problems. '10 It backed up to a hill or a ravine or 11 something and there were structural problems with it, 12 which cut down on the value, so it was worth less than '13 they paid for it. And I can go on and on, but it just X14 didn't work out. And then your client decided she I~15 didn't want anything to do with it and basically gave 116 her interest to her two sisters or transferred it. I ~17 don't remember what the circumstances were, but she got 18 out of it. 19 Q. This morning you talked about Union Quarries 20 having increased value because of a substantial retained 21 cash in the company? X22 A. Um-hmm. 23 Q. Why were those earnings kept in the company 24 instead of distributed? ~25 MR. GREEN: Let me just, I'm just going to Esquire Deposition Services (215) 988-9191 age 9$ 1 caution you only because, I mean, it's up to you 2 what you divulge. I don't know what information 3 about Union Quarries is public or not or protected 4 because of the ownership structure for disclosure, 5 et cetera, but to the extent that that's an issue, 6 proceed with caution. If it's not, fire away. 7 THE WITNESS: Well, I may stop at some point. 8 I will say this. Union Quarries was the tie between 9 Bob Mumma and Max Hempt and this is public 10 knowledge, that there was an antitrust suit which 11 cost millions of dollars and a lot of time and a lot 12 of effort on people and that's all public record. 13 What happened when this was over, Max Hempt 14 and Bob Mumma wanted to get as far away from that 15 company as they could get because they did not want 16 to have another multimillion dollar antitrust suit 17 because Pennsy Supply and Hempt Brothers were the 18 two major suppliers of aggregate and Redi-Mix 19 concrete and the Hempts were also in the 20 construction business. 21 Bob Mumma, Sr., basically got out of the i !i22 construction business, but Bobby was still in the i I'~23 construction business and there was the father gave II~24 the son maybe consideration that you and I would not 25 have gotten as far as pricing, loading, access, et Esquire Deposition Services (215) 988-9191 age 99 1 cetera, so they were still in the construction 2 business. 3 So what happened is basically they went and 4 hired a professional manager team. Told them to run 5 it as if they owned it. There was two directors. 6 One side is for the Hempt family and one side is for 7 the Mumma family. Bob Mumma transferred his 8 interest to Kim Company because he wanted to get it 9 out of his name and all I can say is these people do 10 run it like they own it and they like to see the 11 money. It's because they have this fear that i 12 they're going to need money for something and I!~ 13 they're not going to be able to pay cash for it. 14 And, I guess, you know, nobody really pushed 15 from either side to get disbursements until recent 16 years and Max Hempt, he didn't care about the money. 17 He went to Montana and was riding his horses or 18 whatever he's doing out there, so it just kind of 19 sits there and it's quite successful because nobody 20 bothers it. They have started paying dividends now, 21 but they were kind of stingy in the beginning. 22 BY MR. JACOBS: 23 Q, You mentioned in connection with Mrs. Momma's 24 initial contact with the Irish, 2 think you said an 25 antiques dealer put them together? Esquire Deposition Services (215) 988-9191 age 100 1 A. That's what I understood. I think he was 2 getting - he was thinking he was going to get some sort 3 of fee. 4 Q. Do you know who that is? 5 A. I don't know. I don't remember his name. 6 Q. Any more identifying information? 7 A. I saw him a couple times. When we were in New 8 York, he was following us around looking for his fee. 9 Q. Where was he from? 10 A. Maryland. 11 Q. Did he receive a fee? 12 A. I have no idea. That was on the initial 13 deal. I don't know if the deal with the Irish was still 14 in effect when the second deal went through and I don't 15 know what the arrangement was. I never knew what their 16 arrangement was with him, nor did I care. 17 Q. You also said that early on there was a list 18 of people interested in buying the company who were 19 circling around? 20 A. Yes, Lehigh Cement. Whitehall made inquiries, 21 as I recollect. There might have been one or two others 22 that were suggesting that it was -- 23 Q. Any others you remember? 24 A. I don't remember the names. 25 Q. Why would Mrs. Mumma meet with this Irish Esquire Deposition Services (215} 988-9191 age 101 1 interested garty and not negotiate with any of the 2 others who were interested? 3 MR. GREEN: Objection to the form of the 4 question. It lacks foundation. Calls for 5 speculation. 6 THE WITNESS: Well, the only thing I can say 7 is that sometimes you have momentum. I think the 8 first time that we met she was window-shopping. She 9 wanted to see how much her little jewel was really 10 worth from an outside party. I don't think she 11 really, in my opinion, I don't think she really 12 intended to sell at that point. She was just kind 13 of window-shopping to see what they'd come up with. 14 And then as time progressed it was difficult, 15 this is my own opinion, I was not involved in the 16 final negotiations, but as time progressed you're 17 having difficulty enough doing one deal. You can't 1S work on three or four. I mean it's just an 19 impossible logistic. I mean, this was not the 20 normal circumstance. There were differing interests 21 all over the place here and everybody was voicing 22 their opinion. 23 BY MR. JACOBS: 24 Q. You've mentioned that you were aware at some 25 point of some litigation that was filed in connection Esquire Deposition Services (215) 988-9191 age 102 1 with a potential sale. Let me ask you this. As far as 2 you knew, was there any ownership impediment to the 3 executors selling the company? 4 A. I believe that the ownership was as it was li 5 listed in Mr. Mumma's financial statement. There have I 6 been allegations that that is not correct. I have no 7 reason or evidence to believe that it was not correct. 8 And some of the allegations I've heard go back into the 9 '50s, maybe even into the '40s as to why the ownership 10 was not correct. 11 The only thing I can tell you is that the 12 stock books match up with the financial statements, that 13 this was what Mr. Mumma believed. This is what he 14 represented to banks and financial authorities, that the 15 ownership interest was. It was pretty clear that that's 16 what he thought it was and there was nothing in our 17 audits or other observations that would indicate that it 18 was any different. 19 Q. Did Mr. Mumma, Sr., ever make any effort to 20 sell any of the operating companies? 21 A. It may be too strong a word, but I think he 22 talked to a couple people once or twice. I mean, some 23 of the - they had approached him, some of the big 24 aggregate companies. If I heard the name, I'd know 25 them, but they're the big public aggregate companies who Esquire Deposition Services (215) 988-9191 age 103 ~ 1 had indicated some interest. I don't think the 2 negotiations went very far, but I think he did, my 3 recollection is, he might have met with them. I was not 4 a party to that. 5 Q. At the time that Mra. Muumna -- 6 A. Wait. Let me back up. Yes, there was one 7 other instance. In 1983, I got called off vacation. I 8 wound up going to Harrisburg. What essentially happened 9 was that Pennsy Supply was split into two companies, the 10 Nine-Ninety-Nine Company and the Pennsy Supply Company. 11 The current, well, the new Nine-Ninety-Nine Company was ', 12 the old Pennsy Supply and there was a new Pennsy Supply, I~i13 Inc., that was incorporated. One was with a comma and ~14 one was without a comma, which is a big issue. 15 The reason that that was done was that there 16 were all kinds of permits and licenses and hundreds of 17 pieces of paperwork that would have had to have been 18 transferred and so they did that so that, unless you 19 were in the know and didn't know that the comma was 20 there or the comma wasn't there, you wouldn't know which 21 one it was and so all the paperwork would flow and you 22 didn't have to change all these registrations and 23 everything else. 24 The theory was and the reason that that was 25 done is that the new Pennsy into it was dropped the Esquire Deposition Services (215} 988-9191 age 104 1 assets of the old Pennsy or Nine-Ninety-Nine that Mr, 2 Mumma was trying to sell to Bobby and they were 3 intensive negotiations for Bobby to take over part of 4 the business and sell them and those negotiations blew 5 up and fell through. It was my understanding, although 6 I did not participate in them, it's secondhand from 7 Karl, was that Bobby thought the price was too high. 8 I think the father was asking like three 9 million dollars, that what he was getting was the old 10 junk equipment and that the father was keeping the 11 quarries and was essentially going to use that as his 12 retirement benefit. He would get a royalty on each ton 13 of stone removed and that would be his retirement 14 benefit and Bobby wasn't going to buy it without the 15 quarries, even if he had a long-term supply contract 16 where he would basically be the only operator in the 17 quarries, essentially be paying the royalty and so the 18 whole thing blew up. 19 That was the most extensive negotiation that I 20 knew of and it was only partial sale of the business. 21 He was retaining the actual physical quarries and that 22 is presently the only sales that I am aware of, but that 23 was the reason for the reorganization in 19, I think 24 it's 1983, and Mr. Mumma was going to retire because him 25 and Bobby couldn't work together. Esquire Deposition Services (215) 988-9191 age 105 1 Q. If you would mark these two. 2 (Hadley Exhibit Nos. 5 and 6 were marked for 3 identification.) 4 BY MR. JACOBS: 5 Q. bSr. Hadley, let me show you two charts marked 6 Hadley Exhibit 5 and Hadley Exhibit 6 of today's date. 7 I can tell you they were received in discovery, but I 8 don't - I can't enlighten you as to the original source 9 of the two. And even though I think they bear 10 consecutive Bates numbers, I can't tell you that they're 11 neces8arily -- 12 A. This is not our work product. 13 Q. You're looking at Exhibit? 14 A. 5. 15 Q. Can you enlighten ua at all about its source? 16 A. I have no recollection of ever seeing this 17 document before. It's got Morgan, Lewis. It says 18 Diagram A. I have no idea. I don't think I've seen 19 this before. I have no recollection of ever seeing it 20 before. 21 Q. And Hadley Exhibit 6? 22 A. This is our work product. 23 Q. How do you know that? 24 A. Just the way it's set up. It's the chart that 25 was in Mr. Mumma's, I spent many a time drawing these Esquire Deposition Services (215) 988-9191 age 106 1 circles and stuff, it was in Mr. Mumma's personal 2 financial statement. Each and every year that one was 3 done for him, this was included in that statement and it 4 showed the organization of the various companies and the 5 ownership interest. !~ 6 Q. Now, on Hadley Exhibit 6 toward the lower left 7 there's a rectangle that says Penney Supply comma Ina. 8 Do you see that? 9 A. Right. 10 Q. And on Hadley Exhibit 5 one row up from the Iii 11 bottom there's a rectangle that says Penney Supply Co., 12 C-O. Can you tell from looking at those diagrams 13 whether those two boxes represent the same entity? 14 MR. GREEN: Objection to the lack of 15 foundation and a call for speculation. 16 THE WITNESS: Well, I think this is just -- 17 MR. GREEN: Why don't we, just as you point to '~18 documents, please identify which is which. ~i19 THE WITNESS: Exhibit 5, I think, well, let me 20 back up. For me internally, when I first started 21 working on this account, the names are so similar a 22 lot of the time it is tough for anybody to keep 23 track of the names. I mean, there have been three 24 Bobalis. There's Bobali, Inc., Bobali Corp., 25 Bobali, Inc. There was a couple of Kim & Kins. Esquire Deposition Services (215) 988-9191 age 107 1 There was a Pennsy Supply comma Inc. There was a 2 Pennsy Supply no comma Inc. I' 3 I think probably whoever made up, and this is II 4 speculation, made up Hadley Exhibit 5 just shortcut 5 it. I mean, I believe that they look like the same 6 companies. I mean, they've got the same 7 subsidiaries and it's the same number of shares 8 outstanding. 9 Although, I don't know if the dates on these 10 two documents are comparable because I don't know if 11 you look at this Nine-Ninety-Nine, Inc., and it 12 says incorporated 11/5j58, I don't know. Well, 13 okay, that's the old. Nine-Ninety-Nine is the old 14 Pennsy Supply, so maybe that was incorporated. This 15 says incorporated 8/9j81. 16 BY MR. JACOBS: 17 Q. At the very top of Hadley Exhibit 5, there's 18 a rectangle headed Pennsylvania Supply Company, Inc., 19 and on the right-hand side of Hadley Exhibit 6 there's a 20 rectangle headed Pennsylvania Supply Company? 21 A. Yes. 22 Q. Do you know whether they purport to regresent 23 the same entities? 24 MR. GREEN: Object again to the lack of 25 foundation and a call for speculation. Go ahead and Esquire Deposition Services (215) 988-9191 age 108 ~ 1 answer if you can. '~ 2 THE WITNESS: They look like the same ~ 3 companies. They've got a similar name. They've got 4 the same number of shares outstanding. They look 5 like they go into the schedule. I mean, I'm 6 assuming that somebody made this up from our work 7 product. 8 BY MR. JACOBS: 9 Q. Made? 10 A. Hadley Exhibit 5, but I don't know who made it ~ 11 up . 12 MR. GREEN: Let's go off the record a second. 13 (Discussion held off the record.) 14 BY MR. JACOBS: 15 Q. This morning wa spoke about MRA Roman numeral 16 I and MRA Roman numeral II. Do you recall that? 17 A. Yes. 18 Q. And MRA stands for? 19 A. Mumma Realty Associates. 20 Q. Are you familiar with an entity called MRA 21 Roman numeral III or Muntata Realty Associates III? 22 A. III? 23 Q. III. 24 A. No. There is Mumma Realty Associates, Inc., 25 which is a corporation. There is MRA I, which is a Esquire Deposition Services (215) 988-9191 age 109 1 tenancy in common, and there's MRA II, which is also a 2 tenancy in common. I have not heard of an MRA III. I 3 have no knowledge and we've never done any work for an 4 MRA III. 5 Q. Are you aware of any other MRA or Mumma Realty 6 entities besides the three that you've listed? 7 A. No. 8 Q. Going back to the question about discussions 9 by Mr. Mumma to sell the company -- Well, let me ask you 10 first, were you aware of a trip to London that Rarl 11 Felmeden took with Robert Mumma, Sr.? 12 A. I don't recollect that. Karl went to Europe a 13 number of times. 14 Q. Does it ring a bell that there was a trip to ~, 15 Lurope or London? 16 A. Well, there were trips to Europe. 17 Q. A trip to London with Mr. Mumma for business 18 reasons, does that ring a bell at all? 19 A. There was a trip to Switzerland where somehow 20 Bob Mumma had an account in Swiss francs, which was 21 subsequently closed, but I know that Karl did some 22 banking there. 23 Q. London doesn't ring a bell? 24 A. London does not ring a bell with me. 25 Q. Jumping to Sailfish Point, were you aware that Esquire Deposition Services (215} 988-9191 age 110 1 Babs and Linda offered to buy the Sailfish Point 2 property? 3 A. I have no recollection of that. 4 MR. GREEN: I'm sorry. Could you just repeat 5 the question or just -- 6 MR. JACOBS: Babs and Linda offered to buy the ~I 7 Sailfish Point property. 8 MR. GREEN: Okay. Thank you. 9 BY MR. JACOBS: 10 Q. Was there some discussion that Sailfish Point 11 would be distributed through the marital trust to Mrs. 12 Mumma? 13 A. Not that I'm aware of. I think after - my 14 recollection is after Mr. Mumma's death Mrs. Mumma was 15 not really too interested in living up there and, as I 16 said, I think a very short time after, she might have 17 gone there in '87, but I think after that, as far as I 18 know, she didn't spend much, if any, time up there. 19 Q. Was there ever an issue about the ability of 20 either of the MRA entities to pay real estate taxes? 21 A. It's been a continuing issue. 22 Q. Would you describe that issue to us? 23 A. Well, Pennsylvania Supply Company, which 24 essentially became MRA II, had always had cash flow 25 problems. Those continued and have continued to the Esquire Deposition Services (215) 988-9191 age 111 1 present day. They have real estate taxes, insurance and ~, 2 utility bills to pay that they don't have enough money i i 3 coming in to pay, so there's a continual problem that 4 exists today. 5 Q. And how has MRA II, you said it was MRA II? I 6 A. MRA II. 7 Q. How has MRA II dealt with that? 8 A. Borrowed money. 9 Q. Have any properties been lost at tax sale? 10 A. There was a property that the management 11 company did not either pay the taxes as they were 12 supposed to or wound up - the property wound up 13 foreclosed in tax sale and they got it back. I 14 recollect his name is Hummer or something like that was 15 the individual that bought it. That's the only property 16 I'm aware of that's been lost. Well, it wasn't lost. 17 They got it back. 18 Q. Let me show you what was marked yesterday as 19 Exhibit 6 in the deposition of Lisa Morgan and, in 20 particular, draw your attention to paragraphs five and 21 six on the last page. Paragraph five refers to certain 22 monthly payments. Do you understand from context that 23 they refer to rental income for the Sailfish Point 24 condominium? 25 A. I'm assuming they do. Esquire Deposition Services (215) 988-9191 age 112 1 Q. Do you remember there was a question that came 2 up about where is the rest of the rental income for that 3 tenant? 4 A. This is 1995. I don't recollect this, but I 5 have no reason to believe that the letter is not correct 6 and that stands on its own. Apparently that's what it 7 says. We're just asking where the money is. 8 Q. Can you enlighten us about -- I'm sorry. Let 9 me go back a step. I think the letter indicates that 10 there was one monthly -- 11 A. Well, it says we've located six deposits of 12 $2,300. The first deposit was April 27th, 1994. We're 13 assuming that there are six additional deposits for 14 which we do not have records. Please advise what 15 happened to such rental payments, if they were paid by 16 the estate or the tenant. We're just asking where the 17 rental is. I think this was the year that they rented 18 the condominium. 19 Q. Did you ever learn what happened? i 20 A. I don't know. I assume we did. ~~ 21 Q. For example, do you know whether the tenant 22 moved out after six months or payments were made? 23 A. I believe the tenant was there for the entire 24 year. I mean, without checking records I can't tell you 25 how that was resolved. Esquire Deposition Services (215) 988-9191 age 113 1 Q. Why weren't there tenants in the six or eight 2 years that the Sailfish Point property remained vacant? 3 A. I can't answer that. The only thing I can 4 tell you is that it's similar to the interest. If ~ 5 anybody was harmed it was Kim because she was the income 6 beneficiary, so it cut down on her income and does not 7 affect the principal beneficiaries, but I don't know why 8 they didn't - I assume that they had it for rent or it 9 was available for rent, but for some reason it wasn't 10 rented. 11 Q. And paragraph six of the letter refers to 12 questions about certain fees. Did you have an 13 understanding of what the quarterly or periodic - the 14 various quarterly or periodic fees were for? 15 A. Well, for the condominium association, those 16 were the, basically, the operating expenses of the 17 condominium and apparently there were expenses for the 18 country club. 19 Q. Ordinarily when one buys real estate in a 20 condominium form of ownership, one expects to pay a 21 monthly maintenance or a similar charge. 22 A. I think these were quarterly, but whatever. 23 Q. Quarterly, periodic, but typically it's called 24 a maintenance charge, which is just a natural incident 25 of ownership in condominium form? Esquire Deposition Services (215) 988-9191 age 114 ~ 1 A. That's correct. 2 Q. In addition, in the case of Sailfish Point, 3 there was another periodic charge, whether it was 4 monthly or quarterly, and my question is waa that for 5 residents to use the country club or for some other 6 purpose? 7 A. I don't know. 8 Q. Do you know if that was a mandatory charge 9 against the owner of the condominium or a discretionary 10 charge or -- 11 A. I don't know. 12 Q. You don't know? 13 A. No. I mean, at this point I don't know. 14 Q. Do you recognize the handwriting on this, I 15 other than your signature, of course? I have no reason i 16 to believe it came from your files. I'm just curious if 17 you happen to recognize any of the handwriting. 18 A. It sort of looks like Lisa's, but I don't know 19 that for sure. 20 Q. Why don't we take a short break? 21 (A break was taken, during which Hadley 22 Exhibit Nos. 7, 8 and 9 were marked for identification.) 23 BY MR. JACOBS: 24 Q. All right. Mr. Hadley, I've placed in front 25 of you what have been marked Exhibits 7, 8 and 9 in this Esquire Deposition Services (215) 988-9191 age 115 1 matter. Let me take a minute and describe what they are 2 and then ask you some questions. Hadley Exhibit 7, 3 captioned Appraisal Properties, Estate of Robert M. 4 Mumma, Perry, Cumberland & Dauphin Counties. The 5 document that's been marked as $xhibit 7 is the first of 6 several pages, essentially it's the table of contents of 7 a longer document, which bears Sates number Estate 8 023179 through 023228. 9 Hadley 8 is the first several pages, 10 essentially the table of contents of Volume II, all of 11 Volume II, bearing Bates number 023229 through 023285. 12 And Hadley 9, what's been marked as Hadley 9, is again 13 just the first several pages of a longer document 14 constituting Volume III of the appraisal. The entire 15 document bears Bates number 023286 through 023396. 16 With that by way of introduction, Mr. Hadley, 17 would you take a look at these exhibits and can you tell 18 us what they are? And, in particular, I would direct 19 your attention to the first page behind the cover page 20 of Exhibit 7, which appears to be a transmittal letter 21 from Mr. Helsel to you. 22 A. Well, they're basically copies of the index 23 for the appraisal that was done by Helsel for values on 24 various pieces of real property as of April 12th, 1986. 25 Q. That date, of course, being Mr. Momma's date Esquire Deposition Services (215) 988-9191 age 116 ~ 1 of death? 2 A. Yes. 3 Q. Were all of these properties owned by Mr. 4 Mumma individually? 5 A. No. 6 Q. Can you tell us what properties you asked Mr. 7 Helsel to appraise? 8 A. My recollection is that we asked him to 9 appraise all of the real estate that was owned by Mr. 10 Mumma individually, jointly with his wife, and all of 11 the real estate that was owned by the various companies 12 controlled by the Robert M. Mumma portion of the family 13 of which he had an interest in. 14 Q. And am I correct that this appraisal was 15 limited to Pennsylvania property? 16 A. Yes. 17 Q. We've already talked about the Sailfish Point 18 property in Florida. Let me ask you, to your knowledge, 19 did Mr. Mumma have any interest, direct or indirect, in 20 any real estate other than the real estate listed in 21 these three exhibits and Sailfish Point? 22 A. Yes. 23 Q. What other real estate did he have an interest 2 4 in? 25 A. There is a property in Colorado. Esquire Deposition Services (215) 988-9191 age 117 1 Q. Was that owned by Middle Park or am I just 2 confusing things? Let me ask a better question. What 3 is the property in Colorado? 4 A. There is a quarter site. I believe it's a, 5 well, I don't know how big it is. I thought it was a 6 quarter section of real estate somewhere in, I think 7 it's near Granby, Colorado. I don't know for sure. 8 Q. Other than the property in these exhibits, 9 Sailfish Point and the Colorado property, did Mr. Mua~na 10 have any other interest, direct or indirect, in real 11 estate, to your knowledge, at the time of his death? 12 A. Well, he had some interest in partnerships 13 that were, and I don't remember - I don't remember at 14 the time of his death, but at one point he had an 15 interest in partnership with Bisinger and some other 16 people, which were basically a stable in Florida. 17 He had a partnership interest in, I don't 18 remember the name, but it was some development on the 19 West Shore, which was like a medical office building. 20 They were not partnerships that he controlled. They 21 were basically just as an investor, but they did have 22 underlying real estate and he was not a controlling 23 person. 24 Q. And those were shown in the various estate 25 documents just as investment items? Esquire Deposition Services (215) 988-9191 age 118 1 A. They were shown by their name. He was a 2 minority investor, but directly the ones we've discussed 3 were the only items that I'm aware of. 4 Q. Is there any schedule which breaks down these 5 properties listed in Mr. Helsel's letter by ownership 6 that is -- 7 A. Probably. I don't have it here. 8 MR. GREEN: Would that be in the accounts? 9 THE WITNESS: No, because a lot of these 10 are -- 11 MR. GREEN: It's okay. You can -- 12 THE WITNESS: A lot of these are in corporate 13 names. For example -- 14 MR. GREEN: That's fine. I just was looking 15 for a place where we might have it listed. 16 THE WITNESS: I mean, Pennsboro Center, for 17 example, is in the marital trust. 18 BY MR. JACOBS: 19 Q. Let me ask you this question. Would you 20 agree that during the period of time since Mr. Mumma's 21 death these properties, at least some of them, would 22 have been in the estate, one or the other, of the trust 23 established under his will, MR.A I or MRA II? ~i24 A. Or Nine-Ninety-Nine or D-E Distribution. 25 Probably some of these properties were in Hummelstown Esquire Deposition Services (215) 988-9191 age 119 ~ 1 Quarries, Inc. 2 Q. Any other entity that would have been the 3 title holder of any of these companies? 4 MR. GREEN: As of the date of death? 5 MR. JACOBS: Yes. 6 THE WITNESS: Well, Lebanon Rock had the ~I 7 quarry. There was real estate there. Pennsylvania S Supply Company he had a considerable amount of real 9 estate. Middle Park had some real estate. 10 BY MR. JACOBS: 11 Q. Did Middle Park become Bobali? 12 A. Middle Park was merged downstream into Bobali. 13 Middle Park was a Colorado corporation. They basically 14 were inactive in Colorado. Did not own any property 15 there. Had no other assets. Their only asset was the 16 Bobali shares and Bobali has property in Pennsylvania, 17 so Middle Park was merged downstream into Bobali. I 18 don't remember what the official name was and the 19 shareholders of Middle Park became the shareholders of 20 Bobali, but virtually all of these quarries, Kim 21 Company, Nine-Ninety-Nine, owned real estate. 22 Q. Have you now mentioned every entity that, to 23 your knowledge, was a title holder of the properties on 24 Mr. Helsel's list as of Mr. Muamna's date of death? 25 A. It depends on what point in time. Esquire Deposition Services (215) 988-9191 Page 120 1 Q. As of his date of death. 2 A. Probably. I can't think of any more at this 3 point, but basically on this chart was all of his 4 ownership interest and the thing that's - the only thing 5 that I see is missing here at the moment is Middle Park 6 and I think that was on - this thing goes on. This is 7 partly cut off here. This isn't the whole chart. 8 Q. You're indicating that Hadley Exhibit 6 9 actually continues to the right? 10 A. Yes. 11 Q. How did the estate come to employ Mr. Helsel 12 for these appraisals? 13 A. I don't know. 14 Q. Who selected him? 15 A. The executrixes. 16 Q. Did the estate have any formal appraisals or 17 business valuations of any of the corporate entities 18 other than the valuation work that you said your firm 19 performed? 20 A. Well, in working up the valuations, to the 21 extent that a corporation had real estate, the 22 valuations in this appraisal were taken into 23 consideration in valuation of the corporate entity. For 24 example, Pennsylvania Supply Company was, except for its 25 subsidiary, was basically all real estate. Esquire Deposition Services (215) 988-9191 Page 121 ', 1 Q. What I'm looking for is whether the estate 2 hired a business valuation appraisal firm. 3 A. Not to the best of my knowledge, no. 4 Q. Are you familiar with a firm by the name of 5 Capelco, C-A-P-E-L-C-O, that did some kind of business 6 valuation work in connection with the estate? 7 A. It does not ring a bell with me. I don't 8 believe I've heard the name. How do you spell it? 9 Q. C-A-P-E-L-C-O. 10 A. It's not familiar to me. 11 Q. Are you familiar with a company called Solomon 12 Driver's, Inc.? 13 A. Solomon Driver's, it doesn't sound familiar to 14 me. Are we done with these? 15 Q. Yes. I 16 A. I'll put them in the pile then. ii i 17 Q. Have you ever visited Amity Hill Farms? 18 A. Yes. 19 Q. When did you first visit? 20 A. I don't remember. 21 Q. Would you describe it? 22 A. Well, you go up a long driveway, which I sort 23 of recollect is across the street from the gas station 24 and on the other side of the highway is the Amity Hall 25 Inn. You go up the long driveway. On the left there's Esquire Deposition Services (215) 988-9191 age 122 1 something that was called like an aircraft hangar or 2 something that was used for storage. 3 As you go up the hill, you get to the top of 4 the hill, there are several barns plus a small office 5 building attached to one of the barns. In there there 6 was a section set aside where Bob Mumma had said one day 7 he was going to build a house. I guess it's several ~i 8 hundred acres. Maybe 560 or something comes to mind. 9 I mean, I was basically around the buildings 10 and overlooking the property. I mean, didn't go over 11 every inch of the property, but it went downhill all the 12 way to the highway. It was fenced, cross fenced. 13 Q. Was it primarily a horse farm when you visited 14 it? 15 A. Yes. I think that's the only thing that was 16 there. It's where he kept some of his horses. 17 Q. Did you ever visit the restaurant the Amity 18 Hall Inn? 19 A. Yes. 20 Q. Was it a nice restaurant at the time you 21 visited? 22 A. Depends on your opinion. It was what I would 23 call rustic. 24 Q. Antique chairs and so forth? 25 A. Yes, some of it was probably. It looked like Esquire Deposition Services (215) 988-9191 age 123 1 it was 200 years old, I guess. 2 Q. And do you know what's happened to that 3 property over the past 20 years? Ilil 4 A. Yes. 5 Q. What's happened to it? 6 A. It's vacant. 7 Q. And has it suffered deterioration? S A. I haven't visited it lately, but I can tell 9 you that there were a couple of tenants in there that 10 tried to run it. Couldn't make a go of it. Bob Mumma 11 couldn't make a go of it. The motel part of it was 12 never cash profitable. It never had any cash flow, plus ~ 13 there's some problems with the real estate. ~i 14 Q. What problems with the real estate? 15 A. Part of the building is built on someone 16 else's property. If we ever do a - if they ever do a -- 17 It's probably going to be impossible to get a mortgage 18 on it. You're going to have to get some cowboy who'll 19 take it the way it is. 20 Q. Has the estate made any effort to sell it? 21 A. I don't know. I mean, there were a couple 22 times that I think your client called me about it. She 23 had some interest in it and that hasn't gone anywhere. 24 If you'd like to buy it, I think they would be more than 25 happy to sell it to you. It's a problem. Esquire Deposition Services (215) 988-9191 age 124 1 Q. Did you participate in selecting which real 2 estate assets the estate or the other entities should 3 hang on to and which ones they should try to sell? 4 A. I think the general opinion was that they were 5 trying to hang on to the real estate assets. I think 6 you have to understand that the family has never been a 7 big investor in the stock market, does not generally 8 like the stock market. 9 It was a group of assets that the father had 10 acquired. It provided a certain amount of inflation 11 protection, especially after the sale of the business, 12 and it provides a certain amount of income and so I 13 think the general overall scheme of things was basically 14 to hang on to the real estate assets except when there 15 were opportunities where people came forth and were 16 willing to pay significant amounts of money for the 17 property. 18 And they sold, you know, Snyder Farm, for 19 example. Somebody came forth and wanted it and they got 20 what they felt was a very good price for it. There were 21 some other industrial lots, I think, that were sold over 22 time. And I think the farm there is a certain amount of 23 emotional attachment to. I mean, that's where Mr. Mumma 24 passed away and that was his - I understood he loved the 25 place. Esquire Deposition Services (215) 988-9191 age 125 1 Q. Who purchased the Snyder farm? 2 A. I don't know. Some developer. 3 Q. What information do you have about the price 4 being a good price? 5 A. I had nothing to do with the price. I just 6 understood that they got a price that was acceptable. 7 The Snyder farm was part of the, I don't remember which 8 quarry it was, but it was across the river and it was 9 part of the property that the Irish did not want to buy. 10 It was not a quarry asset. 11 It's located next to a stone quarry. It was a 12 property that Mr. Mumma had purchased as a buffer to the 13 stone quarry from the Snyder family and it was not 14 something that they were going to do something with. 15 The creek kind of winds around it. 16 Q. You said in your previous answer that they got 17 a good price for it and I'm just wondering what's the 18 source of your information? 19 A. Well, I was told that they felt it was a good 20 price. 21 Q. Who told you? 22 A. I think probably Lisa Morgan. ~~ 23 Q. And what price did they get? 24 A. I don't remember. Maybe a million-and-a-half 25 or something like that. Esquire Deposition Services (215) 988-9191 age 126 1 Q. And I believe you said earlier that at some 2 point during the estate administration your firm took 3 over handling the checkbook. Did I understand you 4 correctly? 5 A. Yes. 6 Q. Do you know if Mrs. Mumma and Lisa opened some 7 other account for the estate once you began handling the 8 checkbook? 9 MR. GREEN: Objection to the form. 10 THE WITNESS: To the best of my knowledge, the 11 checkbooks for the estate, Mumma Realty Associates I 12 and II, D-E Distribution, Hummelstown Quarries are 13 in our office. The only other possibility that I'm 14 aware of is there may be some interest bearing 15 accounts out there. They're like CDs or, well, 16 there's one D-E account that the bank has a block on 17 it right at the moment, which we're working to get 18 the block off. I~ 19 BY MR. JACOBS: 20 Q. Why is there a block on it? IIII 21 A. It was originally a Dauphin account, which Ili 22 wound up being an AllFirst account, which wound up being 23 an M&T account when the banks merged. There was an I 24 interest bearing account of roughly $200,000. It was li 25 originally a Nine-Ninety-Nine account, which became a Esquire Deposition Services (215) 988-9191 age 127 1 D-E Distribution account. 2 We wanted some money out or the executrixes 3 wanted some money out of the account to pay some bills 4 and so I was given a letter, and M&T is located in 5 Buffalo, New York, their head office is in New York, I 6 was given a letter to go down there authorizing them to 7 issue a check out of that account for, well, brought it 8 down to $80,000, so it must have been for 120, to make 9 the check out to D-E Distribution, which was about the 10 time that they merged with AllFirst. 11 I was issued the check and we took it and 12 deposited it in the D-E checking account and 13 subsequently I get a call from the bank saying that 14 you've got to bring this money back. And I said sorry, 15 but I don't have it and I'm not telling my client to 16 bring it back. 17 So the story was apparently there was a hold 18 on the account, which had been an AllFirst hold and 19 maybe a Dauphin hold, which, as I understand it, 20 essentially says, although they have signature cards and 21 they have the original signature cards and they admit 22 they have the original signature cards for the account 23 with certain authorized signers saying that we 24 understand that there's a lot of litigation that we're 25 afraid that somebody else has got a claim, and nobody's Esquire Deposition Services (215) 988-9191 age 12$ 1 made a claim on this account for years, somebody else ~, 2 may have a claim on this account. We're going to be 3 held responsible, so we are not going to release it 4 unless you agree to indemnify us against all expenses. 5 And I said, well, we're not going to do that. 6 I mean, it's unfair to ask Kim and Lisa to personally 7 indemnify a bank because somebody may sue you and you 8 have the signature cards. It shows who the authorized 9 signers are. There has been no litigation or no claim 10 against that money for probably 15 years. Nobody's 11 stepping forth and saying it's my money or there's no '~12 legal action and they have just dug their heels in and I~i13 refused to release it. 14 Q. I understand the situation. Let me ask you, 15 who has signatory authority over the checking accounts 16 for the estate and the MRA entities? 17 A. The executrixes. We do not have any signatory 18 authority over the accounts at all and have never signed 19 a check. Only Lisa or her mother sign checks. 20 Q. So you prepare them and send them out for 21 signature? 22 A. Right. They send us the bills telling us what 23 to pay or which ones to pay and we issue the checks and 24 account for them in the general ledger and we send the 25 checks back to them and they sign them. Esquire Deposition Services (215) 988-9191 age 129 1 Q. Da you know if Mrs. Mumma and Lisa have a 2 joint checking account in connection with the estate at 3 Citicorp or Citibank? 4 A. Doesn't ring a bell. 5 Q. Do you know anything about a joint account 6 they have at Citibank? 7 A. It doesn't ring a bell to me. I mean, I don't S recollect there ever being an estate or trust Citibank 9 account. They're all either Fulton or M&T. They're 10 either Fulton, M&T or Wachovia. When M&T wouldn't 11 release the funds, they got mad and switched all those 12 funds over to Wachovia. 13 Q. You mentioned earlier being aware of a 14 buy-sale agreement endorsed oa a stock certificate in 15 the name of one of the Simpson family members. Do you 16 recall telling us about that? i i 117 A. I don't think I said that. I don't recollect ~18 ever seeing a stock certificate that was endorsed with 19 the agreement. I have seen a copy of that agreement and 20 that agreement was used to buy the Simpsons out, but I ~21 don't recollect ever seeing a stock certificate that was 22 endorsed. There may be. 23 Q. Okay. Thank you for clarifying that. So your 24 testimony was about seeing a separate agreement? 25 A. I have never seen a stock certificate that has Esquire Deposition Services (215) 988-9191 age 130 1 an endorsement on there which indicates that it's 2 subject to a buy-sell agreement, but I have seen copies 3 of the Simpson agreement or what I call the Simpson 4 agreement. I don't know what it is. 5 Q. Did you see a buy-sell agreement prepared for 6 Mr. Mumma, Sr., by Morgan, Lewis & Bockius in connection 7 with a new will that he was having prepared at about the 8 time of his death? 9 A. I have never seen any buy-sell agreement 10 either signed or in a draft form other than the Simpson 11 agreements at any time. In fact, there was one memo 12 Karl - Karl Felmeden used to go to Harrisburg and he 13 would meet with Robert Mumma. When he came back he 14 typically dictated a memo of the things that were 15 discussed and it was circulated among various people in 16 our office if there were things to do so that they had 17 that. 18 There was one memo which said something to the i19 effect, within the year or two years before her death - 120 before his death, that there had been some discussion of !21 a buy-sell agreement, but Mr. Mumma had decided at that I~22 time not it pursue it. So that's also part of my reason 23 for the belief that there is no such agreement in 24 existence. 25 Q. Earlier this afternoon I think you mentioned Esquire Deposition Services (215) 988-9191 age 131 1 something about ownership allegations dating back to a 2 prior period of time. Perhaps you said the 1940s or the 3 1950s. Do you remember saying something about that in a 4 prior answer? 5 A. Yes. 6 Q. Obviously you weren't working for the Mumma 7 entities or Mr. Felmeden at the time. I was just 8 wondering what's the source of that information? 9 MR. GREEN: Objection to the form. 10 THE WITNESS: I'm not real clear in my mind. 11 It's probably from someone at Morgan, Lewis. Bob, 12 he has made allegations that there were certain 13 shares from somebody named Isabel and maybe his 14 grandfather's first wife and his grandfather that he 15 is entitled to, for whatever reason. And that's the 16 basis for some of his - that's my understanding is 17 the basis for some of his complaints. He feels that 18 he owns, I'm not sure what, but a considerable 19 portion of something and that this estate is 20 basically all his. 21 BY MR. JACOBS: 22 Q. So if I understand you correctly, when you 23 referred to certain ownership disputes or allegations 24 from past decades, you were referring to things you 25 heard from other people that recounted allegations made Esquire Deposition Services (215) 988-9191 age 13 Z 1 by Robert Mumma, II? 2 A. Yes. Essentially Robert Mumma, II's, position 3 is that he either owned or was entitled to a 4 considerable portion of the assets that his father owned 5 and that maybe his father took his shares somehow, 6 sometime. And there were allegations that Dauphin 7 Deposit didn't handle his trust the way it should have. 8 There's somebody, I think his grandfather's 9 first wife, had some shares and supposedly he says that IIi10 she gave them to him, which I'm assuming was in the '40s 11 or early '50s, and that, you know, his grandfather told 12 him certain things in the '40s and '50s and what he's 13 seeing now doesn't square with what he was told. 14 Q. But to be clear, have you heard anything about 15 these allegations from any source who purported to have 16 some other basis for their information besides what 17 Robert Mumma, II, was saying? 18 A. The source of the allegations have always been 19 Robert M. Mumma, II. I have never seen any documents or 20 any evidence, or any credible evidence, other than Bob's 21 or the II's allegations that the stockholdings are not 22 as presented in the charts. I mean, there's no way I 23 can, I mean, that's one of those things you can never 24 prove. How you going to prove it? 25 Q. You mentioned before that some of the Esquire Deposition Services (215) 988-9191 age 133 1 corporate names were confusing. Do you have any idea ~~ 2 why the family companies used confusingly similar 3 corporate names? 4 A. Well, I think the Bobali name they just liked 5 and, you know, Pennsylvania Supply Company was the 6 original name that the grandfather had founded the 7 company with, I don't know, five or six other people. 8 We went through the Pennsy Supply comma, no comma, Inc., ~i 9 situation. That was done for simplicity. I mean, ~~10 nobody wanted to go through all that work and over time I', 11 it would work itself out. And they checked and we had 12 insurance coverage and, you know, nobody was getting 13 hurt, you know. You want to go down and change 150 14 vehicle registrations? 15 Q. Off the record. 16 (Discussion held off the record.) 17 MR. JACOBS: Mr. Hadley, thank you very much. 18 I have no further questions. 19 MR. GREEN: Let's just go off for a second. 20 (Discussion held off the record.) 21 MR. GREEN: I just want the record to note 22 that we took a short break at the conclusion of Mr. 23 Jacobs' questioning. It is now 3, by my watch, 3:37 24 p.m. We are here and again available or Mr. Hadley 25 is here and again available for questioning or to Esquire Deposition Services (215) 988-9191 age 134 1 answer questions that may be posed pursuant to the 2 deposition notice and we will remain here. 3 I'm sending, at this point, an e-mail to Mr. 4 Mumma with respect to Mr. Hadley's continued 5 availability. Our intention, which we will reaffirm 6 at this time, is that we will remain here until I~~ 7 5:30. If Mr. Mumma arrives and begins questioning i i 8 before that time, Mr. Hadley has agreed to be 9 available until 7:00 this evening to answer 10 questions in this matter and so if Mr. Mumma arrives 11 between now and 5:30, presumably there will be 12 additional testimony in the matter, but, again, 13 we're simply making a record at this point that Mr. 14 Hadley is here and available. 15 (Proceedings went off the record.) 16 MR. GREEN: We're back on the record. It is 17 now 5:30 p.m. I just wanted to note that Mr. Hadley 18 has been here since we made our prior entry on the 19 record and available for questioning had anyone 20 chosen to ask him any questions. 21 Mr. Hadley, I would like to ask you, you are 22 still under oath, would you, were anyone here to ask 23 you questions, be available to this evening until 24 7:00 p.m. to answer such questions? 25 THE WITNESS: Yes, sir. Esquire Deposition Services (215) 988-9191 age 135 1 MR. GREEN: I have no further questions at 2 this time. I may have further questions pending 3 further examination at any continuation of this 4 deposition, but with that we will, in accordance 5 with the e-mail that I sent earlier this afternoon 6 to Mr. Mumma and Mr. Jacobs, we will leave the 7 conference room now and return tomorrow morning as 8 stated in the notice for the commencement of Mrs. 9 Mumma's deposition. 10 COURT REPORTER: And I guess at this point 11 we'll do the read or waive. 12 MR. GREEN: That's fine, I mean, unless it has 13 to be literally at the end when we know the record's 14 closed. 15 COURT REPORTER: I may not be the court 16 reporter, so I just need to know. So he's going to 17 read? 18 MR. GREEN: We can also say, Mr. Hadley can 19 say if he disagrees, but my understanding is that he 20 would like to read and sign the transcript of the 21 deposition. Thank you very much. 22 (Witness was excused.) 23 (Deposition was adjourned.) 24 25 Esquire Deposition Services (215) 988-9191 age 136 1 C E R T I F I C A T E 2 3 THE STATE OF FLORIDA 4 COUNTY OF PALM BEACH 5 6 I hereby certify that I have read the 7 foregoing deposition by me given, and that the 8 statements contained herein are true and correct to the 9 best of my knowledge and belief, with the exception of 10 any corrections or notations made on the errata 11 sheet(s), if one(s) was/were executed. 12 13 Dated this day of , 14 2007. 15 16 17 18 19 GEORGE W. HADLEY, JR. 20 Job #902525 21 22 23 24 25 Esquire Deposition Services (215) 988-9191 age 137 1 CERTIFICATE OF OATH 2 3 THE STATE OF FLORIDA 4 COUNTY OF PALM BEACH 5 6 7 I, the undersigned authority, certify that 8 GEORGE W. HADLEY, JR., personally appeared before me and 9 was duly sworn on Tuesday, November 13th, 2007. ~ 10 11 12 Dated this 27th day of November, 2007. 13 14 15 16 L..1 ~ ___ ~.~_1_--~-~------- MARY M. R S, Shorthand Reporter 17 Notary Public - State of Florida My Commission No.: DD303802 18 My Commission Expires April 23, 2008 19 Job #902525 M, 21 l:dc Expires: Apr 23, ''0(l8 ~. '~~'occi.°e~~ BondedThru :atlantic, (3onc:±n~ C~., irc 22 23 24 25 Esquire Deposition Services (215) 988-9191 age 138 1 C E R T I F I C A T E 2 THE STATE OF FLORIDA COUNTY OF PALM BEACH 3 4 I, MARY M. KARNS, Shorthand Reporter and Notary Public in and for the State of Florida at Large, 5 do hereby certify that I was authorized to and did report said deposition in stenotype; and that the 6 foregoing pages are a true and correct transcription of my shorthand notes of said deposition. 7 I further certify that said deposition was 8 taken at the time and place hereinabove set forth and that the taking of said deposition was commenced and 9 completed as hereinabove set out. 10 I further certify that I am not an attorney or counsel of any of the parties, nor am I a relative or 11 employee of any attorney or counsel of party connected with the action, nor am I financially interested in the 12 action. 13 The foregoing certification of this transcript does not apply to any reproduction of the same by any 14 means unless under the direct control and/or direction of the certifying reporter. 15 Dated this 27th day of November, 2007. 16 17 18 L1 L--- ~_~~~~----- MARY M. R S, Shorthand Reporter 19 Notary Public - State of Florida My Commission No.: DD303802 20 My Commission Expires April 23, 2008 21 Job #902525 22 23 24 25 Esquire Deposition Services (215) 988-9191 age 139 1 DATE: November 27, 2007 2 TO: Brady L. Green, Esguire Morgan, Lewis & Bockius, LLP 3 1701 Market Street Philadelphia, PA 19103 4 IN RE: IN RE ESTATE OF ROBERT M. MUMMA 5 DEPO: GEORGE W. HADLEY, JR. 6 CASE NO.: 21-86-398 7 Dear Mr. Green: 8 Per your request, I am enclosing a copy of George W. Hadley, Jr.'s, deposition transcript taken in 9 the above-styled cause on Tuesday, November 13th, 2007, for signature, along with errata sheets for any 10 necessary corrections. Please have Mr. Hadley note any corrections 11 and sign the witness' signature page at the end of the transcript within a reasonable amount of time of 12 receipt, and forward a copy of the noted corrections and a copy of the signature page to opposing counsel, Mr. 13 Jacobs. If you wish to waive the signing of the deposition, please so advise. 14 Very truly yours, 15 16 17 MARY M. R S, Shorthand-Reporter Esquire Deposition Services, LLC lg 2385 N.W. Executive Center Drive, #120 Boca Raton, Florida 33431 19 20 i do Yiereby waive my signature: 21 ___ 22 GEORGE W. HADLEY, JR. 23 file copy 24 Job #902525 25 Esquire Deposition Services (215) 988-9191 E R R A T A S H E E T 2 IN RE: IN RE ESTATE OF ROBERT M. MUMMA 3 CR: MARY M. KARNS 4 DEPOSITION OF: GEORGE W. HADLEY, JR. 5 TAKEN: TUESDAY, NOVEMBER 13, 2007 - JOB NO.: 902525 6 DO NOT WRITE ON TRANSCRIPT - ENTER CHANGES HERE 7 PAGE # LINE # CHANGE REASON 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 Under penalty of perjury, I declare that I have read my deposition and that it is true and correct, subject to 23 any changes in form or substance entered here. 24 DATE: 25 SIGNATURE OF DEPONENT: Esquire Deposition Services (215) 988-9191 age 141 A abbreviation 82:19 ability 85:18,22 110:19 able 5:14 8:8 26:10 34:1864:14 99:13 above-styled 139:9 absent 59:18 acceptable 125:6 access 98:25 accommodate 6:3 accompanying 90:13 accomplish 40:24 account 27:24,25 47:24,25 48:1,10 53:15,18,]9 73:21 73:22 76:17 85:20 106:21 109:20 126:7,16,21,22,23 126:24,25 127:1,3 127:7,12,18,22 128:1,2,24 129:2 129:5,9 accountant 17:23 17:25 64:4 accountants 13:16 16:6,9 19:19 94:21 accounting 10:16 14:18 21:11,16,17 23:25 30:19 41:25 42:3 48:10 62:21 71:22 72:21 73:9 75:7 accountings 53:21 73:7,17 accounts 76:23 118:8 126:15 128:15,18 accumulated 12:9 75:24 accumulating 12:15 48:18 accurate 81:12 acquired 124:10 acquisitions 68:18 acres 122:8 action 128:12 138:11,12 active 20:24 activity 90:17,19 actual l 4:9 74: ] 5 104:2] addition 13:18 52:21 114:2 additional 112:13 134:12 address 96:10 addressed 81:1 adjourned 135:23 adjudicated 88:15 94:4 adjust 49:4,20 adjusted 48:11 adjusting 49:15 adjustment 56:10 85:9 administer 19:3 42:2 administration 11:19,22 12:2,17 12:19,21 13:15,22 14:17 20:16 36:4 38:21 41:3 43:14 78:7 81:15 94:24 126:2 administrative 42:10 admit 127:21 adverse 80:10 advice 7:8 19:10,12 20:2,7 39:6 advise 20:9 36:8 112:14 139:13 advised 31:21 advising 94:21 advisor 10:18 64:20 advisors 19:13 31:3 82:10 advisory 39:5 advocated 42:7 advocating 64:8 affect 69:24 79:24 113:7 affirmed 4:9 afford 64:14 afloat 37:22 afraid 90:8 127:25 afternoon 87:21 130:25 135:5 age 75:17 76:12 agenda 64:21,24,25 agents 71:18 aggregate 98:18 102:24,25 ago 9:17,17 15:15 27:13 29:25 57:16 81:9,10 85:24 96:3 agree 60:11 118:20 128:4 agreed 134:8 agreement 92:24 93:5,6,19 94:3,4,7 94:9,10,11,12,13 94:14,16 95:1,6,8 95:11 129:14,19 1'29:19,20,24 130:2,3,4,5,9,21 130:23 agreements 76:18 76:20 77:9 130:11 ahead 19:3 88:9 107:25 aircraft 122:1 alive 16:1 90:16 allegations 94:5 102:6,8 131:1,12 131:23,25 132:6 132:15,18,21 AllFirst 126:22 127:10,18 allocation 39:2 allotted 4:25 allow 78:9 allowed 62:3 alternatives 20:3 41:11 ambiguous 51:7 55:5 77:4 93:2 Amity 121:17,24 122:17 Amos 22:5 amount 32:2,24 40:13 44:14 50:17 54:23 65:22 82:11 84:24 85:11,12,12 96:25 119:8 124:10,12,22 139:11 amounts 27:22 124:16 ample 76:25 78:15 analysis 15:1,3 and/or 138:14 annual 43:17 44:8 86:2,4 87:1 annually 86:14,19 86:19 answer 11:20 19:24 43:24 44:7 49:8 49:14 55:20 57:15 59:6,19 60:4 62:13 71:15 108:1 113:3 125:16 131:4 134:1,9,24 answers 5: l5 antique 68:16 122:24 antiques 99:25 antitrust 98:10,16 anybody 46:10 106:22 l 13:5 anyway 26:12 42:19 apparently 35:22 68:1770:25 112:6 113:17 127:17 appear 78:8 appearances 2:1 31:22 appeared 137:8 appears 23:4 51:21 52:15 53:4 56:18 64:2 80:25 115:20 applicable 92:25 apply 138:13 appraisal 3:16,16 3:17 29:4 60:1,2 61:7 85:2 115:3 115:14,23 116:14 120:22 121:2 appraisals 58:22 84:15 85:3 120:12 120:16 appraise 28:12 116:7,9 appraised 28:17 appraiser 13:25 14:1,1 28:12 appraisers 12:10,11 13:12,24 14:4,12 23:23 28:10,10,15 58:18 appreciate 15:18 47:9 appreciated 60:12 appreciation 40:5 59:14 approached 102:23 appropriate 88:17 89:19 appropriately 74:3 approvals 64:16 approved 64:17 approximately 6:9 April 112:12 ] 15:24 137:18 138:20 area 21:12 argument 50:2 94:14 arrange 89:19 arrangement 100: (5,16 arrived 10:7 arrives 134:7,10 Art 30:1 46:22 47:2 47:4,5 artfully 93:24 Arthur 51:21 ascertain 48:4 ascertaining 59:3 aside 122:6 asked 8:14 17:1 18:19 26:21 29:23 65:4 67:15 79:1 116:6, 8 asking 30:12 43:12 57:13 104:8 112:7 112:16 aspect 38:21 assessments 71:2,5 asset 3 S :23 40:16,17 49:16 58:16 62:5 70:13 72:20 119:15 125:10 assets 12:9,15,19 13:24 14:3,8,11 17:13,21 18:22 21:19,19,21,25 22:16 23:22 24:12 24:13,15,15,17,21 27:2,5,6,15,18,20 27:23 28:2,6,16 29:3 30:16 33:25 34:3,16,22 35:17 35:19 36:1,5,9,15 36:15,20,24 37:1 37:7,8 39:3,13 40:15 41:14 45:11 45:11,12 47:21 48:3,5 49:2,24 50:2,6 55:2 56:11 56:22 57:5 58:25 60:8 66:10 70:14 70:15 75:24 77:9 83:24 84:2,7,9,22 104:1 119:15 124:2,5,9,14 132:4 assignment 24:9 assignments 13:17 13:18 17:9 assist 15:16 17:1 1 17:12 18:20 89:25 assistance 14:15 assistant 22:8 assisting 17:23 associated 8:17 associates 2:9 8:12 30:2 108:19,21,24 126:11 association 1 13:15 assume 21:4 49:10 55:9 82:23 86:1 Esquire Deposition Services (215) 988-9191 age 142 94:19 112:20 113:8 assumed 16:23 assuming 27:10 83:11 108:6 111:25 112:13 132:10 assumption 59:22 60:14 83:1 assure 31:18 assured 33:6 68:9 attached 49:12 122:5 attaching 51:16 attachment 35:19 35:20 124:23 attempt 40:14 attempting 7:21 63:11 attention 9:20 46:15 111:20 115:19 attitude 33:1 68:23 attorney 5:9 45:16 138:10,11 attorneys 12:13 39:18 41:5,6 84:2 attractive 68:2 attributable 45:11 74:6 auction 37:18 audit 24:1 auditing 15:21,24 audits 89:10,11 102:17 authorities 102:14 ~ authority 19:7 20:8 128:15,18 137:7 authorized 127:23 128:8 138:5 authorizing 127:6 availability 134:5 available 46:5 71:19 89:10,20 94:17 113:9 133:24,25 134:9,14,19,23 aware 70:6 92:24 93:4 94:8 96:2,4 101:24 104:22 109:5,10,25 110:13 111:16 118:3 126:14 129:13 awful 65:18 ax 64:20 a.m 1:13 B B 3:10 Babs 5:10 1 10:1,6 back 15:11 20:23 23:20 57:9 63:19 78:6 84:15 91:18 92:2 102:8 103:6 106:20 109:8 111:13,17 112:9 127:14,16 128:25 130:13 131:1 134:16 backed 97:10 background 6:5,11 back-up 50:1 74:13 balance 53:19 ballpark 59:13 bank 26:24 32:23 33:1 38:11 74:1,7 74:8 76:23 79:11 126:16 127:13 128:7 banker 8:16 banking 109:22 banks 102:14 126:23 Barbara 2:2,8,15 barns 122:4,5 based 29:3 48:14 65:20 basic 23:20 basically 9:7,25 10:16 11:1 12:9 12:24 13:17 16:13 21:1,17 22:8 24:25 25:11 28:11 28:12 29:8 31:9 i 33:17 37:5,9 43:15 48:17 60:3 63:1364:13 65:15 66:3,4,19 71:7,10 72:17 73:14,16 75:4 76:19 84:8 87:13 89:6,24 94:17 97:15 98:21 99:3 104:16 113:16 115:22 117:16,21 119:13 120:3,25 122:9 124:13 131:20 basing 29:5 basis 24:21 43:17 48:6,8 63:23 83:15,20 85:7,7,8 85:9 86:2 87:1 91:10 13L•16,17 132:16 Bates 105:10 115:7 115:11,15 ~ BEACH 136:4 ~ 137:4 138:2 bear 105:9 bearing 115:11 12b:14,24 bears 115:7,15 began 126:7 beginning 52:21 99:21 begins 5:3 134:7 behalf 2:2,8 18:24 19:22 28:17 belief 29:12 95:2 130:23 136:9 believe 12:12 16:18 22:4 23:1 27:21 45:15 50:10 54:25 55:7 58:23 65:11 71:18 73:22 81:8 81:11 87:11 88:24 88:25 102:4,7 107:5 112:5,23 114:16 117:4 121:8 126:1 believed 14:4 102:13 bell 109:14,18,23,24 121:7 129:4,7 beneficial 15:2,5 beneficiaries 38:14 42:23 72:14 79:25 113:7 beneficiary 42:22 113:6 benefit 45:19 104:12,14 bequests 45:22 best 6:2 18:2 19:10 19:11 35:1 57:8 60:10 69:5 89:5 121:3 126:10 136:9 better 35:9 37:12 60:25 87:4 117:2 big 19:9 34:19 37:7 102:23,25 103:14 117:5 124:7 biggest 14:19 bill 74:14 bills 22:9 71:25 72:2 74:22,24 75:5 78:5 111:2 127:3 128:22 Bisinger 117:15 bit 71:10 blank 13:3 blew 104:4,18 block 88:6 12b: l6 126:18,20 blur 29:24 board 10:17 41:10 82:14 Bob 7:13,20 8:6 10:1 32:5 38:1 88:3,11 93:16,21 94:17,18 95:5 98:9,14,21 99:7 109:20 122:6 123:10 131:11 Bobali 106:24,24,25 119:11,12,16,16 119:17,20 133:4 Bobalis 106:24 Bobby 1b:19 66:2,4 98:22 104:2,3,7 104:14,25 Bob's 132:20 Boca 1:16,25 139:18 Bockius 2:4 81:5 130:6 139:2 bonds 38:12 book 34:7 48:14 49:1 55:25 90:1,? 90:11,13 91:1 92:11 books 89:3,5,11,13 89:15,20,22 102:12 born 76:12 borrow 32:23 Borrowed 111:8 bothers 99:20 bottom 82:15 83:14 106:11 bought 64:18 70:20 96:9 111:15 box 25:3,3,4 26:14 26:18,20,22 27:7 boxes 106:13 Brady 2:3 4:11 139:2 break 6:1 47:15:16 87:17,19 114:20 114:21 133:22 breaks 118:4 Brenda 22:12 89:16 bring 127:14,16 Brothers 98:17 brought 9:20 11:4 25:4 88:2,6 93:10 127:7 Brown 8:19 budgets 64:7 Buffalo 6:12,17 8:21 127:5 buffer 61:11 125:12 build 122:7 building 35:2,10,11 35:13 117:19 122:5 123:15 buildings 122:9 built 123:15 bunch 34:20 burden 76:14 87:6 business 5:23 6:6 7:6,14 8:12 10:2 10:17,18 11:2 12:7,25,25 18:15 21:19 24:16 27:17 27:20 28:2 31:10 36:22 37:4,4,5,25 63:7,9 88:1,6 98:20,22,23 99:2 104:4,20 109:17 120:17 121:2,5 124:11 businesses 34:25 3$:16,17,18 businessman 94:18 buy 31:16 32:22,22 64:9 70:20 78:23 104:14 110:1,6 123:24 125:9 129:20 buying 64:10 100:18 buys 113:19 buy-sale 129:14 buy-se1192:24 93:4 93:19 94:8,9,10 94:12,13,14,16 95:1,6,11130:2,5 li 130:9,21 C ___ C 4:1 8:19 136:1,1 138:1,1 cabinets 24:24 calculate 43:17 47:19 calculated 43: l 5 54:23 85:12 calculating 47:22 calculation 49:13 57:13 call 12:2 21:21 32:7 44:13 46:14 49:25 59:12 89:7 106:IS 107:25 122:23 127:13 130:3 Esquire Deposition Services (215) 988-9191 age 143 called 6:21,22 8:1 70:7 89:8 91:23 96:5 103:7 108:20 113:23 121:11 122:1 123:22 calling 27:22 37:4 43:20 63:6 calls 77:4 101:4 calm 33:5,17 35:8 canceled 74:10 90:22 Capelco 121:5 capital 38:7 40:1 63:10 64:7 84:8 captioned 115:3 cards 77:24 127:20 127:21,22 128:8 care 22:8 76:16 87:7 87:10,14 99:16 100:16 career 7:2 carefully 32:12 cares 50:11 carried 86:23 carries 85:7 case 1:2 5:10 7:15 9:24 12:23 48:9 61:11 114:2 139:6 cases 26:18 29:4,5 50:14 cash 29:5,9 33:25 34:9,14,16,17,23 36:20,23 37:13 38:11 39:24 40:7 40:7,12 49:3 50:10,11 60:14 64:12 75:9 76:9 76:10,10,11,16,16 78:3,4,5,8,24 87:3 87:3,13 97:21 99:13 110:24 123:12,12 categories 15:19 categorize 74:3 cause 4:5 139:9 caution 98:1,6 CDs 126:15 cement 38:2 68:12 100:20 Center 1:15 35:13 118:16 139:18 certain 17:18 34:3 35:18 52:3 58:24 95:20 111:21 113:12 124:10,12 124:22 127:23 131:12,23 132:12 certainly 41:4 50:22 58:11 certificate 90:22,23 129:14,18,21,25 137:1 certificates 24:23 25:12 90:2,23 92:21 certification 138:13 certify 136:6 137:7 138:5,7,10 certifying 138:14 cetera 16:14 18:22 33:7 91:25 98:5 99:1 chairs 122:24 change 14:21 70:5 103:22 133:13 140:7 changed 22:7,12 changes 140:6,23 charge 113:21,24 114:3,8,10 charged 79:24 charges 78:1 chart 3:15,15 105:24 120:3,7 charts 105:5 132:22 check 43:23 50:11 72:21 73:8 74:9 86:6 127:7,9,11 128:19 checkbook 73:15,15 73:19 126:3,8 checkbooks 126:11 checked 133:11 checking 27:24,25 73:21,22 112:24 127:12 128:15 129:2 checks 72:1 73:6,24 74:10,21,24,25 75:3,6 86:3 128:19,23,25 children 42:25 45:22 76:15 87:6 93:21 95:22 children's 93:25 choice 83:24 84:2 chosen 134:20 Christmas 14:23 chunk 37:7 circles 76:2 106:1 circling 37:25 b8:13 100:19 circulated 67:7 130:15 circumstance 59:18 141:20 circumstances 95:20 97:17 Citibank 129:3,6,8 Citicorp 129:3 claim 127:25 128:1 128:2,9 clarify 43: 12 44:7 clarifying 129:23 clean 38:8 cleaned 8:7 clear 19:4 40:3 96:16 102:15 131:10 132:14 clearly 55:15 clenched 65:18 client 10:11,12 17:2 46:25 97:14 123:22 127:15 clients 7:12 clock 5:2 close 35:7 48:22 69:3 closed 35:4,9 109:21 135:14 closely 62:25 closing 35:9 club 113:18 114:5 cohesive 16:25 collect 43:2 75:5 collected 12:19 Colorado 116:25 117:3,7,9 119:13 119:14 combination 37:17 combinations 95:21 come 8:9,22 13:13 13:14 15:11 21:5 27:17 33:12 34:9 45:10 65:5 68:11 68:15 72:22 73:13 101:13 120:11 comes 14:19 45:11 91:20 122:8 comfortable 5:21,22 coming 13:23 72:16 72:19 76:22 111:3 comma 103:13,14 103:19,20 106:7 107:1,2 133:8,8 commenced 138:8 commencement 135:8 comment 55:7 64:13 comments 84:4 Commission 137:17 137:18138:19,20 j common 1:1 42:1 52:4 54:6,19 109:1,2 communicate 20:11 20:15,17 35:25 communicated 20:19 86:14,18 92:17 communicating 20:1 51:23 communication 16:8 82:11 companies 6:24 7:10 9:11,14 10:15 12:12 14:5 14:6,13 15:22 16:1 24:2 28:22 29:8,15 30:9 31:15 32:3 34:5 34:18 60:12,13 61:16,16,18,23,24 62:4,8,21 63:5,6 64:14 77:14 81:21 89:4 93:1 95:19 96:1 102:20,24,25 103:9 106:4 107:6 108:3 116:11 119:3 133:2 company 6:14 7:19 8:1,4,19 9:7,15 14:15,20,21 23:24 30:21 31:16,22,23 32:20 33:10 48:19 48:25 50:23,25 61:8 62:16 63:21 64:3 65:3,6 66:5 67:24 68:4,11,14 69:13 76:18,19 89:24 91:23 92:3 96:3 97:21,23 98:15 99:8 100:18 102:3 103:10,10 103:11 107:18,20 109:9 110:23 111:11 119:8,21 120:24 121:11 133:5,7 company's 64:4 comparable 107:10 compare 69:12 compile 21:2 24:13 compiled 27:16 28:16 compiling 14:1 1 24:21 complain 48:9 ~ 77:20 complaints 131:17 complete 5:14 22:15 27:21 57:1.0 completed 138:9 complex 31:13 complicated 38:15 41:25 compound 55:5 computed 40:8 concern 75:9 85:24 concerned 64:12 78:2 concerns 37:23 conclusion 133:22 concrete 98:19 condo 70:7,9 72:4 72:23 74:14 condominium 111:24 112:18 113:15,17,20,25 114:9 condos 71:3 conference 135:7 confirm 56:25 confused 26:5,13 confusing 16:10,11 31:6 117:2 133:1 confusingly 133:2 conjunction 17:15 connected 138:11 connection 5:11 9:2 13:21 14:8 28:15 87:25 99:23 101:25 121:6 129:2 130:6 conscious 48:7 consecutive 105:1.0 consequence 40:4,9 consequences 44:25 conservative 48:8 49:23 58:3 61:5 consider 61:18 94:12 considerable 49:2 119:8 13L•18 132:4 considerably 48:12 consideration 98:24 120:23 considered 37:5 41:12 considering 7:22 27:22 constantly 36:14 72:13 constituting 115:14 Esquire Deposition Services (215) 988-9191 age 144 construction 70:22 70:25 98:20,22,23 99:1 consult 63:22 consulted 19:9 consulting 30:6,16 contact 7:4 9:9 13:6 13:8 82:8 99:24 contacted 9:23 65:8 contained 57:13 136:8 content 23:9 contents 26:21 115:6,10 context 53:9,10 111:22 continual 111:3 continuation 24:3,9 76:20 135:3 continuations 15:25 continue 16:24 79:25 continued 13:17,19 110:25,25 134:4 continues 120:9 continuing 15:21 67:14 79:16 110:21 contract 35:2 104:15 contractua135:14 77:9 control 63:17 138:14 controlled 116:12 117:20 controlling 117:22 convenience 42:3 conversation 16:7 16:22 69:9 91:14 conversations 11:7 11:10 34:2 copied 30:14 copies 30:12 49:11 115:22 130:2 copy 9:5 22:18 44:16 49:10 94:19 129:19 139:8,12 134:12,23 copying 25:18 Corp 106:24 corporate 11:3 32:1 83:10 88:22 118:12 120:17,23 133:1,3 corporation 29:2 108:25 119:13 120:21 corporations 29:1 correct 16:2 17:24 27:9 28:23 34:10 54:15,20 56:22,24 58:7,22,23 62:22 64:1 72:25 74:1 85:15 88:25 102:6 102:7,10 112:5 114:1 116:14 136:8 138:6 140:22 corrections 136:10 139:10,10,12 correctly 46:3 126:4 131:22 cost 98:11 counsel 138:10,11 139:12 Counties 115:4 country 113:18 114:5 COUNTY 1:1 136:4 137:4 138:2 couple 7:16 16:12 33:23 59:12,12,25 60:4 61:14 88:3 100:7 102:22 106:25 123:9,21 course 51:3 73:2 114:15 115:25 court 1:1,14:23 5:1 5:11 26:18 88:15 135:10,15,15 courts 66:9 cover 115:19 coverage 133:12 covered 73:7 covering 93:19 cowboy 123:18 ~ CPA 6:7,8 CR 140:3 credible 94:11,13 132:20 credit 77:24 creditors 32:14 33:2 33:2 38:7 creek 125:1.5 CRH 65:12,14 Crisis 6:21 cross 3:3 25:16 122:12 cruise 8:25 Cumberland 1:1 I 1 S:4 curious 114:16 current 103:11 cushion 49:25 61:6 cut 97:12 113:6 120:7 C-A-P-E-L-C-O 121;5,9 C-O 106:12 D__ __ - _ __ D 3:1 4:1 83:7 dad ?5:19 dancing 32:13 date 7:17 14:22 35:3 58:22 59:1,8,11 60:12 69:12,19 95:3,7 105:6 115:25,25 119:4 119:24 120:1 139:1 140:24 Dated 136:13 137:12 138:15 dates 65:4 70:4 74:20 86:25 107:9 dating ] 31:1 daughters 91:24 96:4,12,15 Dauphin 115:4 126:21 127:19 132:6 Dave 66:16 day 26:10 41:7 82:2 111:1 122:6 136:13 137:12 138:15 days 78:7 82:2,2 day-to-day 63:16,20 DD303802 137:17 138:19 deal 8:9,22 11:5,8 23:8,15,18 30:22 31:14,15 33:21 37:10 46:13 88:12 91:22 100:13,13 100:14 101:17 dealer 68:1 b 99:25 dealing 33:13 70:12 deals 38:18 dealt 80:7 111:7 Dear 134:7 death 10:14,24 12:5 32:19 35:3 45:8 58:22 59:1,9,11 60:13 69:13, l 9 72:9 76:20 90:20 91:19 94:15 95:3 95:7 110:14 116:1 117:11,14 118:21 119:4,24 ] 20:1 130:8,19,20 debt 31:24 32:17 34:14 61:1 debts 31:25 32:7,8 33:9 34:1,7,18 36:24 79:11 decades 131:24 Deceased 1:5 decedent's 46:16 December 14:20,22 52:16 53:23 54:8 55:9,13 decide 19:6 91:9 decided 69:5 92:1 97:4,14 130:21 decision 20:4,5 34:4 37:6 41:17 66:13 71:7 92:14,17 94:4,6 decisions 19:8 63:14 63:16,24 86:22 declare 140:22 deductible 80:18 deduction 46:5 47:12 deemed 43:18 88:17 deeply 12:7 defer 84:4 deferred 64:18 Depending 11:8 depends 119:25 122:22 depo 23:10 139:5 DEPONENT 140:25 deposit 25:3 26:14 26:20,22 27:7 65:7 112:12 132:7 deposited 127:12 deposition 1:9,14,24 3:13 4:3,14,19,20 4:24 5:1,2,11 23:3 25:14,20,25 51:21 52:15 80:25 ~ 111:19 134:2 135:4;9,21,23 136:7 138:5,6,7,8 139:8,13,17 140:4 140:22 deposits 112:11,13 depressed 71:5 Depression 76:12 describe 25:8 92:16 110:22 115:1 121:21 described 32: l 8 33:14 40:25 describing 92:8 description 3:12 78:6 detail 28:24 details 70:25 71:20 97:8 deterioration 123:7 determine 57:4 86:1 determined 15:2,5 35:1 SU:6 determining 21:7 developed 34:12 developer 125:2 development 70:7 117:18 devoted 38:6 Diagram 105:18 diagrams 106:12 dictated 130:14 died 11:24 16:14 31:7 35:21 45:7 75:19 dies 68:1 difference 79:20,22 80:9 different 13:13 19:17 41:14 49:19 56:6 102:18 differently 16:24 45:25 differing 101:20 difficult 32:17 36:25 101:14 difficulty 101:17 direct 3:3 5:5 66:21 115:18 116:19 117:10 138:14 directed 52:16 direction 13:14 138:14 directly 11:5 118:2 directors 99:5 disagrees 135:19 disaster 96:24 97:2 disbursed 75:1 disbursements 99:15 i disclosure 98:4 ~ discovery 105:7 discretionary 114:9 discuss 44:24 45:24 46:1,12 discussed 15:10 17:7 43:10 46:10 91:2 118:2 130:15 discussing 46:2 discussion 41:8 47:9 Esquire Deposition Services (215) 988-9191 age 145 47:11,13 86:10,21 94:12,13 108:13 110:10 130:20 133:16,20 discussions 31:2 33:24 35:5 36:3 41:4 44:8,21 47:6 49:22 67:14 84:1 85:21 88:1 94:14 109:8 disputes 131:23 distributable 83:4 distribute 50:7 distributed 54:18 57:22 90:8 97:24 110:11 distributing 41:14 distribution 55:16 56:16 58:16 118:24 126:12 127:1,9 distributions 39:3 43:4 51:24 dividends 99:20 DIVISION 1:1 divulge 98:2 Doctrine 14:25 document 23:5 25:11 26:9 43:21 51:21 52:15 55:15 57:11 94:22 95:17 96:20 105:17 115:5,7,13,15 documents 25:17 26:4 46:8 50:21 51:9 55:21.,23 56:17,25 57:6,8 74:15 106:18 107:10 117:25 132:19 doing 7:9 9:10,13 10:5,8 13:20 14:12 16:1,3 24:4 24:10,11 24:13 44:13 46:23,25 47:5 62:4 63:18 81:10 89:11,14 91: i 1 99:18 101:17 dollar 32:2 50:5,12 50:17 66:23 67:13 68:3 69:23 85:1 l 85:11 98:16 dollars 46:17 48:22 64:17 65:17 69:4 76:6 84:24 85:13 85:17 98:11 104:9 door 31:16 downhill 122:11 downstream 119:12 119:17 draft 130:10 drafted 46:4 drafts 44:10 draw 111:20 drawing 105:25 drawn 47:6,7,7,10 Drive 1:15 139:18 Dri'ver's 121:12,13 driveway 121:22,25 dropped 103:25 dug 128:12 duly 4:9 137:9 dumped 31:8 D-E 118:24 126:12 126:16 127:1,9,12 E _ E 3:1,10 4:1,1 136:1 136:1 138:1,1 140:1,1,1 earlier 54:23 67:23 75:8 126:1 129:13 130:25 135:5 early 7:2,12 9:21 34:3 43:19,19 44:13 49:22 67:21 70:16 75:9 78:7 85:21 100:17 132:11 earnings 97:23 easier 13:2 Ebert 22:5 educational 6:10 effect 70:1 94:6 100:14 130:19 effective 94:7 effort 38:5 48:7 82:13 98:12 102:19 123:20 efforts 71:16 eight 69:18 113:1 eight-and-a-fracti... 56:19 either 23:10 39:3 57:12 74:8 89:1.6 95:21 99:15 110:20 111:11 129:9,10 130:10 132:3 electrotriever 89:6 else's 123:16 emotional 35:20 124:23 employ 120:11 employed 6:13 employee 63:21 138:11 employees 31:18 37:23 68:9 enclosing 139:8 encompassing 21:20 ended 69:9 71:11 endorsed 92:21 129:14,18,22 endorsement 130:1 engaged 19:18 enlighten 105:8,15 112:8 ENTER 140:6 entered 140:23 entire 112:23 115:14 entirely 56:16 entities 21:9 84:12 107:23 109:6 110:20 120:17 124:2 128:16 131:7 entitled 80:17 131:15 132:3 entity 83:10 106:13 108:20 119:2,22 120:23 entry 134:18 equalled 57:5 equally 20:18 equipment 64:10,11 64:17 91:24 92:2 104:10 errata 136:10 139:9 escaped 45:6 especially 124:11 Esquire 1:14,24 2:3 2:9 139:2,17 essentially 19:18 38:2 39:9,22 40:21 45:5,6 48:10 61:11 63:8 74:23 80:16 95:18 96:15 103:8 104:11,17 110:24 115:6,1.0 127:20 132:2 established 38:24 118:23 estate l:4 4:21 5:12 11:11,14,19,21 12:11,14,17,19,21 13:6,15,22 14:1,9 14:14,17 15:22 16:4,6,9 17:10,16 17:24 18:4 19:3 19:19 20:17,25 21:2,5,8 22:1,24 24:3,6 28:13,17 29:6,7,10,14,18 30:14,23 31:4,14 34:18 36:4,18 37:2 38:8,15,21 39:10,11,21 40:7 41:3,20 45:4,7,14 45:16,18 46:6 55:10 56:22 57:22 58:4,9,12,17 59:4 59:8,15 60:8,8,17 61:3 70:6 71:24 72:1,4 73:4,7,19 73:21,25 74:18 75:3,4,10 79:15 81:15,20 83:3 84:14,17 90:20 94:24 110:20 111:1 112:16 113:19 115:3,7 116:9,11,20,20,23 117:6,11,22,24 118:22 119:7,9,9 119:21 120:11,16 120:21,25 121:1,6 123:13,14,20 124:2,2,5,14 126:2,7,11 128:16 129:2,8 131:19 139:4 140:2 estates 18;14 estate's 58:2 70:12 85:7 estimate 48:14,24 82:19 83:2 estimated 82:20 estimating 10:9 et 16:14 18:22 33:7 91:25 98:5,25 Europe 109:12,15 109:16 evening 134:9,23 event 39:22 40:4,10 45:2 57:23 85:14 eventually 6:14 20:24 97:7 everybody 8:6 31:6 41:9 64:25 82:9,9 82:10,13 88:17,18 94:21 101:21 evidence 89:12 102:7 132:20,20 exact 7:17 39:14 86:24 exactly 37:19 55:16 61:20 examination 5:5 135:3 examined 4:9 25:16 example 23:2 2-1:23 30:20 35:20 56:9 61:8 74:14 86:16 91:13 112:21 118:13,17 120:24 124:19 exception 94:3 136:9 excused 135:22 excuses 31:4 executed 136:11 Executive 1:15 139:18 executor 18:1 executors 61:17,19 65:2 66:25 71:16 84:2 102:3 executrices 17:11 18:20,24 19:16,21 20:12 26:25 27:3 27:16 28:4 33:12 33:24 34:13 35:25 36:8 37:15 46:15 57:12 S 1:4,6,17 executrix 18:1 executrixes 13:9 14:1 15:7,16 19:9 30:2 31:3,21 38:5 41:5 66:9 88:16 120:15 127:2 128:17 exemption 45:19 46:5,1$ exercise 54:13,17 86:7 exercises 53:25 exhibit 4:13,16 23:3 25:14 51:11,17,20 52:11,14 56:10 80:21,25 91:7 l 05:2,6,6,13,2 ] 106:6,10,19 107:4 107:17,19 108:10 111:19 114:22 115 :2,5,20 120:8 exhibits 25:22 56:4 57:19 114:25 115:17 116:21 117:8 exist 95:2,4 existed 32:18 Esquire Deposition Services (215) 988-9191 age 146 existence 130:24 exists 1 t 1:4 exiting 31:20 expect 64:4 expected 17:23 expects 113:20 expense 61:7 77:17 expenses 72:15,19 73:12,25 78:10 84:20 113:16,17 128:4 expensive 60:1 84:16 experience 12:18,24 expired 77:10 Expires 137:18 138:20 explain 7:1 S 87:8 explained 61:4 86:22 explore 65:9 extensive 104:19 extent 45:21 58:3 64:24 71:25 98:5 120:21 external 62:8,10,12 62:13 e-mai14:12 134:3 135:5 E-S-T 82:18 -----~ - F 136:1 138:1 face 16:13 81:16,16 facilitate 90:4 fact 22:16 27:11 45:15 46:15 52:24 73:6 94:16 95:8 130:11 factor 29:5 factors 62:10,12,13 fair 6:3 12:22 24:8 35:16 60:14 81:14 82:11 fairly 22:15 familiar 21:15 38:22 70:6 108:20 121:4,10,11,13 family l 3:11,16 15:8,9 16:25 22:7 30:3 62:5 67:7 89:4 93:1,7,8,9,16 93:20.20,23 95:12 95:15,18 99:6,7 116:12 124:6 125:13 129:15 133:2 far 8:7 12:7 28:2 29:1 70:18 98:14 98:25 102:1 103:2 110:17 farm 35:21 122:13 124:18,22 125:1,7 Farms 121:17 fast 32:14 faster 78:17 father 75:22 79:4 98:23 104:8,10 124:9 132:4,5 faxes 20:14 fear 76:14 87:5 99:11 fee 100:3,8,11 fee15:21 feeling 31:12 61:23 62:15 feels 131:17 fees 72:23 73:2 74:14 75:6,7 113:12,14 fe11104:5 Felmeden 6:14 7:4,9 8:10,11 9:1,10,13 9:19,23 10:4,8,14 11:7,13,16 16:12 17:6 31:7 109:11 130:12 131:7 Felmeden's 8:2 felt 29:3 42:6,7 70:18 71:6 87:4 124:20 125:19 fenced 122:12,12 fiduciary 17:18 figure 13:4 50:5 59:13 69:23 figured 40:20 figuring 70:14 file 24:23 57:10,21 139:23 filed 66:3 101:25 files 30:16 114:16 filing 22:9 29:17 final 101:16 finally 41:17 financial 10:20 12:25 13:1 16:4 22:15,19,23 30:9 30:9 37:24 42:4 42:11 63:4,23 79:10 102:5,12,14 106:2 financially 138:11 financing 85:25 End 73:1 ] fine 44:15 87:23 118:14 135:12 fire 98:6 firm 8:17 10:14 11:18 13:14 16:5 20:21 21:11 23:18 28:14 58:21 66:13 120:18 121:2,4 126:2 first 4:9 6:23 9:9,12 9:19 10:5 14:16 14:16 15:12,19 20:16 32:13 44:23 48:7 54:13 61:17 65:2 81:14 83:23 89:9 101:8 106:20 109:10 112:12 115:5,9,13,19 121:19 131:14 132:9 five 33:11 47:15 50:15 85:18 111:20,21 133:7 fix 67:18 71:3 flagged 25:18 flexibility 85:1 Florida 1:16,23 4:5 59:15 70:7 116:18 117:16 136:3 137:3,17 138:2,4 138:19 139:18 flow 29:5,9 60:15 73:10,11 75:9 78:8 103:21 110:24 123:12 flows 34:16 focus 35:8 37:21 77:13 follow 88:3 followed 97:3 following 86:2 100:8 follows 4:10 foreclosed 111:13 foregoing 136:7 138:6,13 forget 57:17 59:20 form 19:23 36:11 42:5,13 49:6 51:6 55:4 56:23 57:11 58:5 60:19 67:3 68:5 69:14 72:5 77:3 78:11 79:17 83:17 88:8 91:15 101:3 113:20>25 126:9 130:10 131:9 140:23 formal 120:16 formerly 93:22 formulated 41:2 forth 17:22 122:24 124:15,19 128:11 138:8 Forty 6:9 forward 4:24 68:12 77:2 139:12 found 30:8 foundation 77:5 101:4 106:15 107:25 founded 133:6 four 10:10 33:11 42:25 50:20 75:18 93:21 95:7,22 101:18 fourth 52:1 54:12 francs 109:20 frankly 33:2 free 96;16 frequently 81:16,25 friend 10:18 friends 7:6 8:12 front 26:5,9 114:24 full 5:14 55:1 full-time 38:3,4 Fulton 129:9,10 function 89:24 92:13 fund 83:24 84:3 85:16,22 fundable 50:11 funding 39:18,19 84:21 fundings 53:11 funds 75:12 76:7,25 77:16 78:8,14 129:11,12 funeral 16:15,18 furniture 12:4 further 66:1 133:18 135:1,2,3 138:7 138:10 future 37:12 fuzzy 74:20 G G 4:1 gain 40: $ 7 I :1.1,12 gains 40:1 84:8 Gar 7:13 8:3,11,13 8:13 gas 121:23 general 13:1 14:24 19:5 21:17 22:3 28:3,3 30:4 124:4 124:13 128:24 generally 15:15 19:11 29:23 38:22 43:22 44:1 150:8 50:4 64:5 89:20 90:16 124:7 generate 33:25 34:23 36:20,23 generated 37:13 George 1:9 3:4 4:8 11:13,16,16 26:2 55:18 13b:19 137:8 139:5,8,22 140:4 getting 18:19 37:13 61:21 64:1 75:15 75:20 80:18 82:3 86:5 100:2 104:9 133:12 gift 30:13 95:21 gir174:23 76:8 girls 92:4 give 5:14 18:24 29:21,22 30:4 32:24 39:6 49:14 given 19:10,12,20 20:2 25:6 30:15 30:2047:21 55:17 127:4,6 136:7 giving 58:18 glad 5:25 go 21:7,12 23:20 32:22,23 33:10 37:15 38:12 57:9 60:2,4 61:7 66:13 66:16 84:15,16 87:9,18 88:9 91:9 97:13 102:8 107:25 108:5,12 112:9 121:22,25 122:3,10 ] 23:10 123:11 127:6 130:12 133:10,13 133:19 goals 40:24 goes 42:25 85:15 120:6 going 4:24 8:8 13:4 16:23 21: ] 8 25:19 25:21 32:8,10 33:1,6 34:13,15 34:16 36:5,6,6,25 37:12 39:23 40:13 42:18 43:8 49:23 53:5 58:14,17 60:23,23 61:15,16 Esquire Deposition Services (215) 988-9191 age 147 61:21 64:1465:20 66:20 67:24 69:14 71:2 76:14, 15 78:6 82:13 84:6 84:14,15 87:2,6,7 87:14 90:1 91:9 97:25 99:12,13 100:2 103:8 104:11,14,24 109:8 122:7 123:17,18 125:14 128:2,3,5 132:24 135:16 golf 73:2 good 5:7,8 7:6 16:17 19:25 20:6,b 26:16 87:21,24 124:20 125:4,17 125:19 gotten 53:17 86:3 98:25 graduated 6:12 Granby 117:7 grandfather 131:14 132:11 133:6 grandfather's 131:14 132:8 great 37:10 77:24 greatest 76:14 Green 2:3 4:13,18 18:8 19:23 23:7 23:13 25:15 26:1 27:4,7 30:24 36:11 42:5,13 43:8 47:2 48:19 49:6 51:6,12,14 53:3 55:4 56:23 58:5,8 60:19 67:3 68:5 69:14 72:5 77:3 78:11 79:17 83:17 87:18 88:8 93:2 97:25 101:3 106:14,17 107:24 108:12 110:4,8 11$:8,11,14 119:4 126:9 131:9 133:19,21 134:16 135 :1,12,18 139:2 139:7 grind 64:20 82:4 gross 39:10,11 group 84:9 124:9 groups 12:1 24:15 37:8 64:11 guess 4:13 7:12 8:24 9:21 11:20 13;7 49:24 65:22,25 68:22 72:12 78:14 99:14 122:7 123:1 135:10 guessing 32:5 77:8 83:4 H __ . __ H 3:10 140:1 Hadley 1:9 3:4,13 3:13,14,14,15,15 3:16,16,174:8,15 4:16,18 5:2,7 6:14 18:8 47:18 51:17 51:20 52:11 80:21 80:24 87:21 91:7 105:2,5,6,6,21 106:6,10 107:4,17 107:19 108:10 1 ]4:21,24 115:2,9 115:12,12,16 120:8 133:17,24 134:8,14,17,21 135:18 136:19 137:8 139:5,8,10 139:22 140:4 Hadley's 25:20 134:4 half 39:10,11 76:3,5 Hall 121:24 122:18 hand 18:23 19:1 handle 132:? handled 72:4 handling 126:3,7 hands 31:4 75:4 95:14,22 handshakes 38:19 handwriting 25:10 82;15 90:3 114:14 114:17 handwritten 25:10 82:18 hang 124:3,5,14 hangar 122:1 happen 53:5,6 114:17 happened 30:5 40:19,21 49:16 67:6,8 81:12 84:22 98: ] 3 99:3 103:8 112:15,19 123:2,5 happening 66:22 happy 23:10 32:15 77:19 123:25 harmed 113:5 Harold 8:19 Harrisburg 16:16 20:20,23 21:12 22:6 30:1 59:15 63:19 65:5 81:19 96:9 103:8 130:12 Harrisburger 93:17 Hayes 65 :11,15 b7:12 68:2 69:24 hazy ?0:4 head 127:5 headed 107:18,20 hear 5:24 65:2 heard 8:24 13:22 94:11 102:8,24 109:2 121:8 131:25 132:14 heels 128:12 heirs 43:1 held 78:22 79:3 93:22 108:13 128:3 133:16,20 help 53:2 67:18 Helse123:4,15 28:11 29:4,7 115:21,23 116:7 120:11 Helsel's 58:21 59:24 118:5 119:24 Hempt 98:9,13,17 99:6,16 Hempts 98:19 hereinabove 138:8 138:9 hey 41:7 95:5 high 46:20 104:7 highway 121:24 122:12 hill 97:10 121:17 122:3,4 hindsight 42:15 hire 13:25 6b:13 hired 7:16 14:1 28:12 99:4 121:2 hiring 12:10 13:24 historica121:10 24:17,25 26:11 89:12 history 55:24 hold 127:17,18, ] 9 holder 119:3,23 holdings 22:24 55:3 home 65:6 87:9 hope 34:21 51:13 hopefully 43:19 48:8 horrible 42:2,2 76:13,13 horse 32:22,22 35:21 76:1 122:13 horses 31:14 34:24 37:9,16 99:17 122:16 hote165:7 81:24 93:17 Houdialle 7:24 8:1 8:4 house 16:17 28:7 96:8,10,15 97:8 122:7 huge 33:3 59:16 71:12 Hummelstown 118:25 126:12 Hummer 111:14 hundred 122:8 hundreds 46:16 103:16 hurt 80:1 133:13 husband 31:9 70:19 78:16 idea b:25 30:4 53:22 62:9,9 67:6,20 69:2 79:9 82:22 83:6,9,21 94:25 100:12 105:18 133:1 ideas 60:3 identification 4:17 51:1$ 52:12 80:22 105:3 114:22 identified 13:20 23:21 34:22 identify 25:8 26:8 106:18 identifying 100:6 II 40:17,23 41:21,23 42:12 62:18 84:10 88:5 108:16 109:1 110:24 111:5,5,6 111:7 115:10,11 118:23 126:12 132:1,17,19 III 108:21,21,22,23 109:2,4 115:14 II's 132:2,21 ill 16:12 imagine 62:24 immediately 95:10 impact 80:10 impediment 102:2 impetus 62:8 implement 95:10 importance 26:11 80:7 important 94:22 impossible 101:19 123:17 impression 46:4 62:6,7 64:23 72:8 79:2 improved 71:10 improvements 63:10 inactive 119:14 inch 122:11 incident 113:24 include 10:20 18:14 21:20,25 47:12 included 45:3,9,13 45:18 73:2 106:3 includes 56:11 including 65:10 income 15:23 17:17 29:9 35:17,23 40:5 42:22,24 47:24 48:1 53:15 53:19 55:12 72:14 72:16,19,20,22 73:13,17 74:5,6 75:22 76:23 78:15 79:24 80:2,17,19 82:25 83:3,15 85:20,22 97:5 111:23 112:2 113:5,6 124:12 inconsequential 80:6 incorporated 103:13 107:12,14 107:15 incorrect 61:25 89:1 increased 35:24 48:12 60:15 97:20 increases 80:2 increasing 10:25 48:16 49:21 incur 77:17,18 78:9 78:10 79:16 Indefinite 49:7 indemnify 128:4,7 index 115:22 indicate 52:2,25 77:15 102:17 indicated 10:10 86:25 103:1 indicates 26:23 112:9 130:1 indicating 55:12 91:7 120:8 indication 37:11 indirect 116:19 Esquire Deposition Services (215) 988-9191 a}?e 148 117:10 individual 12:5 17:17 23:19 111:15 individually 116:4 116:10 industrial 124:21 Industries 7:24 8:1 inflation 124:10 informa159:21 information 14:10 14:13 16:21 17:18 23:24 24:11,24 25:1 29:21,22 30:7,8 44:20 66:12,21 73:11,13 73:18 90:14,24 91:17,19 98:2 100:6 125:3,18 131:8 132:16 initial 9:18,19 12:17 12:18 29:17 30:22 36:1? 37:3 68:20 70:13 74:21 86:22 88:1 94:23 99:24 100:12 Initially 20:19 initiate 88:13 initiated 62:17 88:14 Inn 121:25 122:18 input 15:7 inquiries 31:17 100:20 instance 103:7 instances 59:12 instruction 44:19 instructions 18:25 19:16,21 43:16,25 44:2,19 47:18 92:19 insurance 34:19 75:6 111:1 133:12 intact 84:9 intended 101:12 intensive 104:3 intention 134:5 intentions 44:6 interest 20:24 37:10 39:19,20,21 43:2 53:13,14,20 58:1 58:2 61:22 68:10 76:5>23 79;13,16 79:23 80:15,15,16 80: l 8 85:6,10,20 85:22 93:16,17,18 94:1 95:13,24 96:1 97:16 99:8 102:15 103:1 106:5 L 13:4 116:13,19,23 117:]0,12,15,17 120:4 123:23 ] 26:14,24 interested 67:1,14 68:21 74:17 91:16 92:10 100:18 101:1,2 110:15 138:11 interests 18:15 34:25 101:20 interna123:9 internally 13:11 22:6 24:19 106:20 interplay 13:9 intervened 67:2 introduction 68:15 115:16 inventoried 25:5 inventory 24:22 25:7,8 27:4,8 investment 8:16 21:25 22:16 24:17 27:17,20 65:23 117:25 investments 34:24 38:7 investor 117:21 118:2 124:7 investors 10:3 involved 12:8 13:15 14:2 16:3 38:16 63:9,12,13,16,20 64:6 66:1,2,8,11 71:20 73:5 82:10 88:12 96:24 101:15 involving 5:12 6:24 Irish 66:5 88:2,6 99:24 100:13,25 125:9 IRS 58:25 Isabel 131:13 issue 28:1 45:24 46:1 47:12 50:14 51:4 66:7 70:3 84:13,19 88:2 98:5 103:14 110:19,21,22 127:7 128:23 issued 43:23 90:6,19 90:23,23 127:11 issues 20:2 30:22 31:13,23 33:3,13 39:6 61:12 70:21 Itazuke 6:22 item 24:1 85:18 86:7 items 117:25 118:3 __ J Jack 65:11,15 67:12 68:2 69:24 Jacobs 2:9,9 3:5 4:11 5:6,9 18:10 18:13 20:10 23:11 23:14 25:13,23 26:7,19 27:6,9,14 30:25 32:16 36:19 42:9,20 43:11 47:3,17 48:23 49:18 51:2,10,13 51:15,19 52:13 53:8 55:14,22 57:2 58:6,20 61:13 67:10 69:11 69:22 72:18 76:24 77:12 78:20 79:21 80:23 83:22 87:16 87:20 88:20 93:11 97:1 99:22 101:23 105:4 107:16 108:$,14 110:6,9 114:23 118:18 119:5,10 126:19 131:21 133:17,23 135:6 139:13 James 23:4 January 6:13 10:10 43:19 44:13 51:22 52:24 54:11 Japan 6:15,19 Jerry 93:9,12,17,22 95:14,19 jewe165:23 101:9 jewelry 12:4 21:21 28:7 job 1:25 21:1 38:3,4 136:20 137:19 138:2] 139:24 140:5 jobs 31:19 Joe 93:13 Joe's 93:12 joint 82:13 129:2,5 jointly 116:10 joy 35:22 Jr 1:9 3:4 4:8 136:19 137:8 139:5,8,22 140:4 judge's 94:6 Jumping 109:25 junk 104:10 K Kar17:6,7,13,14 8:9 8:11,13 10:17 11:15,23 16:11 17:6 31:7,21 104:7 109:10,12 109:21 130:12,12 Karns 1:22 4:3 137:16 138:4,18 139:17 140:3 keep 32:14 33:5,17 34:4 35:8 36:2,7 36:10 37:6 48:16 67:24 68:4 70:14 70:17 84:9 106:22 keeping 37:22 104:10 Kennedy 6:13 kept 48:18 64:2 74:13,15 89:6 90:7 97:23 122:16 kids 90:8 Kim 14:20 30:21 76:18 80:1 87:14 99:8 106:25 113:5 119:20 128:6 kind 18:17 31:8 65:17 69:9 89:16 92:21 99:18,21 101:12 121:5 125:15 kinds 71:1 94:20 103:16 Kies 106:25 Klein 30:1 46:23 47:2,4,5,10 51:23 52:2 53:24 54:4 54:18 Klein's 51:22 52:16 52:24 81:1 knew 15:9 31:10 66:20 68:16 71:18 100:15 1022 104:20 know 5:12,20,25 6:2 7:1 18:8,23,24 9:21 10:7,9,12 11:2,20 13:11 15:15 16:20 17:11 18:11 20:3 21:4 21:15,21,23 22:8 25:13,21 26:6,21 26:23,25 27:1 I 28:2 30:4 31:10 31:11,11,13,21 32:25 36:14,16 37:8 43:20 45:5 45:15,20 46:22 49:17 50:11,20 52:7 5b:17 57:15 59:8,11,22 60:3 61:20,20 63:4,12 63:18 65:21 67:6 67:22 69:5 70:1 70:24 71:15,16,19 72:1,7 73:4,5,8 75:14 77:8 78:4 79:19 80:3 82:3 83:1,8,19,20 86:2 88:18 89:17,25 91:4 93:15 94:22 96:18,22,23 98:2 99:14 100:4,5,13 100:15 102:24 103:19,19,20 105:23 107:9,10 107:12,22 108:10 109:21 110:18 112:20,21 113:7 114:7,8,11,12,13 114:18 117:5,7 120:13 123:2,21 124:18 125:2 126:6 129:1,5 130:4 132:11 133:5,7,12,13 135:13,16 knowledge 4:22 60:10,24 66:22 88:10 89:6 98:10 109:3 116:18 117:11 119:23 121:3 126:10 136:9 known 58:21 L 2:3 139:2 lack 106:14 107:24 lacked 77:16 lacks 77:5 101:4 lady 38:10 Landry 66:16 language 39:17 lap 31:8 large 4:5 40:14 138:4 larger 39: 13 lately 123:8 law 20:21 66:13 lawsuit 25:14 67:1 Esquire Deposition Services (215) 988-9191 age 149 lawsuits 66:3 71:2 71:10 lawyer 96:11,17 lawyers 81:6 82:9 94:21 LBL 96:5 lead 54:24 Leading 42:5 learn 74:5 112:19 learned 26:14 88:5 88:11 lease 74:15 leave 135:6 leaving 37:23 Lebanon 119:6 led 49:20 ledger 13:1 21:17 22:3 28:3,3 128:24 ledgers 89:3 90:13 left 31:8,9 37:8 42:17 67:12 84:17 106:6 121:25 legal 46:23 47:5 66:7 75:6 83:12 128:12 Lehigh 68:12 100:20 lending 78:16 lent 78:23,24 letter 3:13,14,14 23:4 43:18 44:14 44:16 49:9,12 51:22 52:16,25 53:4,23 54:7,8,11 55:13 56:14,20 81:1,2 83:23 112:5,9 113:11 115:20 118:5 127:4,6 letters 53:23 56:1,5 57:17,19,20 86:16 86:19 91:3,6 letting 63:8 let's 14:16 53:22 81:9 87;18 91:18 108:12 133:19 level 19:15 Lewis 2:4 12:13 13:10 14:8,9,13 17:16 23:24 27:3 29:21 30:7 43:19 44:17 57:13 81:5 105:17 130:6 131:]1 139:2 Lewis's 66:15 liabilities 39:12 licenses 103: l6 life 12:24,25 32:21 77:23 lifestyle 75:13 77:1 77:16,20 85:25 lifetimes 87:11 liked 7b:9 81:25 133:4 likes 87:3 limited 75:2 84:25 85:1 116:15 Linda 110:1,6 line 56:10 140:7 lining 31:16 liquidate 30:20 38:13 liquidated 14:21 Lisa 2:2 20:18,21 23:3 56:9 63:18 65:10 74:21 79:3 82:8 111:19 125:22 126:6 128:6,19 129:1 Lisa's 23:10 62:9 80:2 114:18 list 13:3,4,22,23 14:3,8,11 15:12 17:20 21:2,5,18 22:24 23:22 24:12 24:13,21 25:7,9 25:13,22 26:23 27:2,4,6,15,17,19 28:4,16 36:5 40:19 100:17 119:24 listed 74:8 83:23 102:5 109:6 116:20 118:5,15 listing 12:9,15 89:13 lists 30:15 literally 135:13 litigation 61:21,24 62:14,15,17 71:4 88:2 101:25 127:24 128:9 little 12:23 38:10 39:8 67:5 71:10 101:9 lives 77:23 living 81:18,23 110:15 LLC 2:9 l 39:17 LLP 2:4 139:2 loading 98:25 loaned 79:7 loans 32:4,6 located 8:20 112:11 125:11 127:4 logica142:7 logically 40:24 logistic 101:19 Iogistica192:10 London 109:10,15 109:17,23,24 long 6:8 7:9 8: l2 10:7,12 29:25 33:21 121:22,25 longer 32:20,25 94:7 115:7,13 long-term 104:15 look 8:4,14 25:19 33:8 45:20 49:13 51:9 52:14 54:11 55:23,24,25 56:3 57:9 73:24 74:10 80:24 89:25 107:5 107:11 108:2,4 115:17 looked 40:23 122:25 looking 28:1 46:8 49:1 50:9,20 53:23 55:21 65:22 67:20 68:17 95:17 100:8 105:13 106:12 118:14 121:1 looks 114:18 loop 64:2 lose 90:8 losing 37:11 loss 40:8 71:11 losses 37:14,20 lost 111:9,16,16 lot 10:19 13:9 31:17 31:19,24 32:2 34:7 36:24 38:5 46:18 50:19 65:19 67:16,16 69:8 78:8 90:6 98:11 98:11 106:22 118:9,12 127:24 lots 124:21 loved 124:24 lower 106:6 Lucker 6:13 luckily 33:19 lunch 87:17 luncheon 87:19 M M 1:4,22 2:2 4:3 5:12 95:23 115:3 116:12 132:19 137:16 138:4,18 139:4,17 140:2,3 mad 129:11 mail 20:13 82:11 maintain 75:13 77:1 77:16 89:2 maintained 22:3,5 24:18 maintenance 97:6 113:21,24 major 20:2 37:21 63:23 76:21 98:18 making 31:4 48:22 134:13 Ma1165:7 man 35:21 management 8:6 9:25 10:1 11:1 63:3,14 64:8 71:20 111:10 manager 99:4 managers 63:6,8 64:23 75:4 mandatory 114:8 Mann 2:8,15 26:16 51:1 55:18 75:18 87:15 96:20 manner 62:4 marital 38:25 39:9 39:12,19,22 40:13 40:21,22 41:15,19 43:5 45:3,6,10,12 45:17 47:21 55:2 55:10 56:22 57:23 59:5 69:25 77:1,7 83:20,24 84:3,6 84:12,18 85:8,11 85 ;16,19 90:21 110:11 118:17 mark 4:13 51:10 52:10 80:20 105:1 marked 4:14,16,18 23:2 25:14,21 26:6 34:3 51:17 51:20 52:11,14 56:3 80:21,24 105:2,5 11 L• 18 114:22,25 115:5 115:12 market 2:4,10 48:3 48:4 59:15,16 60:6 71:4,10 124:7,8 139:3 marketed 36:17 marshal 17:13 marshalling 17:21 18:22 Mary 1:22 4:3 137:16 138:4,18 139:17 140:3 Maryland 68: l7 100:10 match 102: t 2 material 25:4,6 74:13 math 53:2 matter 6:23 87:8 115:1 134:10,12 matters 11:6,9 18:4 37:17 Max 98:9,13 99:16 McK 2:2 McKimmie 75:23 mean 12:6,8 15:8,23 16:2,6 17:1 18:8 19:7 20:1,8 21:15 22:15 24:7 29:5 29:23 30:11 31:2 31:17,23,24 33:7 34:3 35:22 36:4 37:9,20 38:6,9 40:7 41:6,8,18,20 42:15,16,18,21 44:18 48:19,21 51:8 55:7 58:16 59:14 63:3,17 64:5,6,16,19,22 64:24 66:20 67:20 69:20 70:2 72:7 72:12 73:6 74:7,8 74:10 75:5,14 76:11 77:7,22 78:2,2,3,4,5,14,15 78:16,18 79:9 80:4,10 81:9,11 81:23 82:1,4,10 82:12,25 83:9 84:5,20 85:24 86:4 89:17 91:2,8 91:8 94:18,19,20 95:3,5,7 98:1 101:18,19 102:22 106:23 107:5,6 108:5 112:24 114:13 118:16 122:9,10 123:21 124:23 128:6 129:7 132:22,23 133:9 135:12 meaning b2:8 means 38:10 83:6 138:14 meant 39:23 mechanically 92:15 mechanics 92:15 Esquire Deposition Services (215) 988-9191 age 150 medical 117:19 meet 65:5,13 68:19 81:16 100:25 130:13 meeting 16:7 17:3 64:7 67:12,18 68:20 69:3 81:4,6 83:24 86:20 meetings 11:4 30:1 30:2,3 31:18 member 93:16,22 95:15 members 15:8,9 30:3 93:7 129:15 memo 130:11,14,18 memos 92:1$ mentioned 9:1 14:7 15:25 17:10,20 24:1 28:9,21 29:20 30:18 61:14 75:8 87:25 96:3 99:23 101:24 119:22 129:13 130:25 132:25 merely 55:2 merged 92:3 119:12 119:17 126:23 127:10 met 7:13 8:24 16:18 16:19 65:6,11,16 101:8 103:3 mid 77:11 middle 10:1 52:17 117:1 119:9,11,12 119:13,17,19 120:5 miles 77:25 military 6:20 Miller 7:13 8:3,11 8:13,23 9:4 Miller's 8:15 million 48:22 65:17 6b:23 67:13 68:3 69:4,18,23 76:6 84:24,24 104:9 millions 98:11 million-and-a-half 64:16 125:24 mind 14:19 44:19 68:22 88:23 91:20 122:8 131:10 minimize 37:20 40:14 58:3 84:8 84:20,21 ministerial 92:13 minor 19:7 minority 1 18:2 minuscule 19:8 minute 47:15 70:5 96:3 1 I5:1 missing 120:5 misspoke 11:17 Mobile 70:23 moment 38:20 120:5 1.26:17 momentum 101:7 monetary 57:25 58:1 85:10 money 32:9,24 37:11 38:11 39:20 41:20 45:9 48:17 48:18 53:19 63:10 65:19 67:16 69:8 76:21 77:20 78:16 78:24 87:9 96:25 99:11,12,16 111:2 111:8 112:7 124:16 127:2,3,14 128:10,11 Montana 99:17 month 82:6,20,24 monthly 85:19 86:3 86:5 111:22 112:10 113:21 114:4 months 11:25 112:22 Morgan 2:2,4 12:13 13:10 14:7,9,13 17:16 20:18 23:3 23:24 27:3 29:21 30:7 43:19 44:16 56:9 57:12 62:25 66:15 79:3 81:5 82:8 105:17 111:19 125:22 130:6 131:11 139:2 morning 5:7,8 87:25 97:19 108:15 135:7 mortgage 78:21,25 79:1 80:15 96:14 96:14 123:17 motel 123:11 mother 75 :21,22 128:19 moved 20:23 112:22 MRA 40:17,17,23 40:23 41:21,21,22 41:22 42:11,12 84:10,10,12 108: l 5,16,18,20 108:25 109:1,2.4 109:5 110:20,24 111:5,5,6,7 118:23,23 128:16 MRAs 85:3,5 multimillion 98:16 multiple 29:9 multiples 69:18 Mumma 1:4 2:2,8 2:15 5:10,12 6:24 7:5,7,10,15,20 8:3 8:6,9,22 9:2,4,10 9:23 10:1,5,8,]5 10:17 11:5,11,17 11:25 12:24 13:15 16:1,14,18 17:4 20:17,19 21:3,8 21:14,16 24:18 25:2 26:16 27:18 31:9 32:5 35:3 39:4 43:1,4 44:3 44:23 45:7,19 50:7 51:1,24 52:2 52:18 54:13,25 55:16,18 62:18,25 63:15 64:12 65:4 66:19 67:11 68:1 68:16 70:17 72:11 75:13,18 80:11 82:8 85:20 86:11 86:14 87:15 88:4 90:7,16,21 91:14 93:9,20,21,21 95:18,23 96:1,20 97:4 98:9,14,21 99:7,7 100:25 102:13,19 103:5 104:2,24 108:19 108:21,24 109:5,9 109:11,17,20 110:12,14 115:4 116:4,10,12,19 117:9 122:6 123:10 124:23 125:12 126:6,11 129:1 130:6,13,21 131:6 132:1;2,17 132:19 134:4,7,10 135:6 139:4 140:2 i~lurnmas 95:12 Mumma's 9:20 10:13,24 11:14 16:15 22:21 30:13 32:19 38:22 42:24 46:6 56:15 59:1 62:9 68:2 72:9 75:12 83:14 89:7 94:15 96:8 99:23 102:5 105:25 lOb:l 110:14 115:25 118:20 119:24 135:9 Murtoff 22:12 M&T 126:23 127:4 129:9,10,10 ___ -_ __ N _- N 3:1 4:1 name 9:15 65:7 76:2 83:12 91:24 99:9 100:5 102:24 108:3 111:14 117:18 118:1 119:18 121:4,8 129:15 133:4,6 named 131:13 names 100:24 106:21,23 118:13 133:1,3 name's 5:9 natural 113:24 nature 9:6 21:23 near 65:22 117:7 necessarily 48:9 63:15 64:20 68:7 105:11 necessary 139:10 need 6:1 33:25 34:9 55:18 99:12 135:16 needed 8:7 17:12 18:25 19:19 30:7 38:7 64:8 needs 15:16 negotiate 101:1 negotiating 66:14 68:2 negotiation 104:19 negotiations 65:25 66:2,16,18,20 101:16 103:2 104:3,4 net 29:9 39:13 never 5:22 46:10 79:11 86:3 94:9 100:15 109:3 123:12,12 124:6 128:18 129:25 130:9 132:19,23 new 17:2 18:17 65:14,15 66:15 84:15 90:22,23 100:7 103:11,12 103:25 127:5,5 130:7 nice 122:20 Nine-Ninety-Nine 52:4,19 53:1 54:20 55:1,3 56:12,20 57:3 83:10 92:5,6 94:2 103:10,11 104:1 107:11,13 118:24 119:21 126:25 nobody's 127:25 128:10 noncore 34:25 noon 87:17 normal 11:21 17:15 101:20 normally 17:13 20:5 Nos 105:2 114:22 Notary 1:23 4:4 137:17 138:4,19 notations 136:10 note 79:4,13,15,24 82:18 83:13 133:21 134:17 139:10 noted 139:12 notes 138:6 notice 3:13 4:19,21 5:4 134:2 135:8 November 1:12 81:1,5 137:9,12 138:15 139:1,9 140:5 no-brainer 37:10 number 3:12 18:2 26:24 33:9 50:3 52:10 58:18 65:17 67:13 75:2 85:18 91:7 107:7 108:4 109:13 115:7,11 115:15 numbers 105:10 numeral 108:15,1.6 108:21 numerous 25:15,19 nursing 87:9 N.W 1:15 139:1R O 4:1 oath 5:13 134:22 137:1 object 43:8 53:3 69:14 107:24 objection 4:23 19:23 36:11 42:5 42:13 49:6 51:6 55:4 56:23 58:5 Esquire Deposition Services (215) 988-9191 age 151 60:19 67:3 68:5 72:5 77:3 78:11 79:17 83:17 88:8 93:2 101:3 106:14 126:9 131:9 obligation 35:14 observations 102:17 observe 92:20 observed 95:11 Obviously 131:6 occasions 90:12,25 occupation 6:6 occurred 90:19 offer 66:23 68:3 offered 110:1,6 offhand 82:17 office 1:25 24:20 35:13 59:24 65:15 65:16 66:15 74:24 89:7,8,9 117:19 122:4 126:13 127:5 130:16 officer 76:21 officers 89:19 offices 25:5 65:6 official 83:11 119:18 oh 77:7 okay 5:24 23:13 33:7 39:7 51:14 53:10 91:20 107:13 110:8 118:11 129:23 old 38:10 90:22 103:12 104:1,9 107:13,13 123:1 once 32:24 50:5 63:18 71:14 102:22 126:7 ones 36:1,9 90:10 118:2 124:3 128:23 one(s) 136:11 ongoing 13:19 31:1 opened 126:6 operated 65:16 operating 29:8 34:5 36:22 38:16,17 60:12,25 61:18 62:21 63:16 77:14 102:20 113:16 operations 63:20 operator 104:16 opinion 62:11,19 87:12 101:11,15 101:22 122:22 124:4 opportunities 36:15 124:15 opposed 2 t :9 opposing 139:12 order 4:23 33:25 Ordinarily 113:19 ordinary 17:22 organization 9:7 68:9 106:4 ORGANIZATIO... 3:15,15 organize 63:12 original 105:8 127:21,22 133:6 originally 7:13 96:9 126:21,25 ORPHANS 1:1 ought 46:14 outlive 43:1 outrageously 58:15 outside 64:4,20 101:10 outstanding 107:8 108:4 overall 63:17 80:5 124:13 overbroad 19:24 36:12 49:7 60:20 93:3 overlooking 122:10 oversights 63:9 overstate 25:17 26:1 overstepping 72:12 overview 50:9 overwhelming 74:22 owed 41:20 53:12 53:20 owned 13:5 21:3,8,9 22:25 27:18 74:18 76:3 99:5 116:3,9 116:11 117:1 119:21 132:3,4 owner 70:24 114:9 owners 71:3 ownership 88:22 89:3 92:12 95:25 98:4 102:2,4,9,15 106:5 113:20,25 118:5 120:4 131:1 131:23 owns 131:18 P P 4:1 PA 2:5,11 139:3 page 3: 12 52:1,17 53:24 54:12 111:21 115:19,19 139:11,12 140:7 pages 32:4 33:11 115:6,9,13 138:6 paid 36:24 39:23 40:15 50:10,12,22 51:3 71:25 72:25 76:21 79:23 96:13 96:14 97:13 112:15 PALM 136:4 137:4 138:2 Pam 22:13 89:16 paper 13:3 55:18,19 73:10 papers 25:12 57:9 89:12 paperwork 103:17 103:21 paragraph 52:1,17 52:20,21 53:24 54:9,12 111:21 113:11 paragraphs 111:20 parcels 21:8 Park 117:1 119:9,11 119:12,13,17,19 120:5 part 13:146:23 59:23 66:18 104:3 123:11,15 125:7,9 130:22 partial 104:20 participate 17:3 67:9 86:10,20 104:6 124:1 participated 12:10 90:12,25 92:11 participation 41:2 particular 8:17 24:6 53:11,16 57:11 63:15 77:17 91:15 92:9 111:20 115:18 particularly 66:1 68:12 parties 5:4 16:23 93:8 95:17 138:10 partly 120:7 partnership 34:25 96:5,12 117:15,17 partnerships 1 17:12 117:20 party 94:20 101:1 101:10 103:4 138:11 passed 11:17,25 42:25 45:19 75:13 124:24 passes 42:24 pay 33:17 34:1,9,14 34:18 38:6,14 64:15 72:1 74:21 75:5 79:15 80:1 96:13,13 99:13 110:20 111:2,3,11 113:20 124:16 127:3 128:23>23 payable 73:1 paying 22:9 72:17 80:16 97:6 99:20 104:17 payment 53:14 payments 85:19 111:22 112:15,22 pays 77:25 78:1 pecuniary 39:19,21 85:6 penalty 140:22 pending 135:2 Pennsboro 35:12 118:16 Pennsy 25:4 33:10 37:5,22 63:7 91:25 92:2,3,5 93:10,18 94:1 95:13,24 98:17 103:9,10,12,12,25 104:1 106:7,11 107:1,2,14 133:8 Pennsylvania 14:20 30:21 76:19 107:18,20 110:23 116:15 119:7,16 120:24 133:5 people 13:10,10,11 18:2 22:6 23:18 31:16,20 33:5,17 35:8 37:24 58:13 b3:5 68:11,18,22 76:11 88:23 98:12 99:9 100:18 102:22 117:16 124:15 130:15 131:25 133:7 percent 39:11 43:3 43:15,17,18,25 44:6,10,12,14,21 44:24 47:19,20,23 48:2,3 49:10,24 50:1,3,4,6,16 S l :3 52;4,18 53:1,12 53:17,18 54:1,4 54:15,24 55: L.2 55:17,25 56:11,15 56:21 57:5,20 60:5 61;5,10 64:15 76:4,5 79:13,16 86:7,11 86:21,25 92:7,7 93:18,25 95:13,23 percentage 39:13 performed 14:15 58:21 120:19 performing 28:21 92:13 period 8:12 15:17 29:17 37:19 43:9 59:14,17 63:21 70:13 71:8 74:17 77:13,15 118:20 131:2 periodic 113:13,14 113:23 114:3 periodically 73:17 perjury 140:22 permits 103:16 Perry 115:4 person 20:13 62:20 78:5 80:1,10 82:12 87:2 89:21 117:23 persona110:20 11:2 12:2,3,4 21:16,18 21:21,23 22:8,17 22:19,23 24:15 27:23 28:6 32:1 33:8 38:1 72:3 77:17 78:10 79:10 106:1 personally 18:9 22:25 89:2 128:6 137:8 pertained 95:13 phase 12:17,18 Philadelphia 2:5,11 29:25 139:3 phone 2:5,11 82:11 phonetic 22:5,13,13 phrase 42:4 59:20 61:15 phrasing 19:17 physical 24:22 104:2] picture 19:9 piece 13:3 34:20 55:19 58:16 pieces 64:10 103:17 115:24 Esquire Deposition Services (215) 988-9191 age 152 pile 121:16 place 6:16,22 8:7 9:18 16:21 17:14 31:20 32:1 42:18 58:13 63:3 7 L•2l 74:7 78:23 79:11 97:5 101:21 118:15 124:25 138:8 placed 114:24 plan 34:12,21 35:16 planning 10:21 11:11,14 14:19 23:25 30:19,22 82:24 plate 65:24 play 10:23 11:18 39:2 43:3,7 played 10:25 43:13 PLEAS 1:1 please 51:11 52:10 74:19 80:20,24 106:18 112:14 139:10,13 plus 16:3 39:11 40:15 122:4 123:12 pocket 42:17,17 78:3 point 5:3 8:25 10:3 16:25 20:22 22:4 23:16 25:1 29:16 29:24 30:5 37:7 37:21 41:3,16 42:1,15,16 44:9 49:9,11,16 55:21 57:16 58:11 63:2 63:11 67:6 68:10 68:23 70;7,10 71:8,23 73:12,20 73:23 74:6,16,18 74:22,23 75:3 78:21 80;14 85:2 85:24 88:18 92:1 98:7 101:12,25 106:17 109:25 110:1,7,10 111:23 113:2 114:2,13 116:17,21 117:9 117:14 119:25 120;3 126:2 134:3 134:13 135:10 pointed 56:20 portion 49:2 84:7 116:12 131:19 132:4 portrayal $1:12 posed 134:1 position 4:21,25 18:2 19:5 30:20 132:2 possibility 88:11 126:13 possible 34:10 53:10 58:3 88:12 potential 9:3 102:1 power 53:25,25 54:14,14,17 55:17 56:1,5,15 57:20 61:5 practice 91:13 precisely 7:11 precluding 4:23 preferred 90:18 92:4,7,7 preparation 15:22 prepare 17:15 128:20 prepared 12:14 14:9 17:17 22:20 22:20,21 23:22 29:2 30:10 130:5 130:7 prepares 43:20 preparing 17:16,21 present 2:14 111:1 presented 132:22 presently 104:22 president 63:3 presumably 134:11 pretty 21:19 32:13 62:24 77:19 102:15 previous 43:24 84:4 125:16 price 104:7 124:20 125:3,4,5,6,17,20 125:23 pricing 98:25 pride 35:22 primarily 20:17 29:6 84:14 122:13 primary 7:4 13:b,8 62:1,20 principa142:23,25 45:1 47:23,25 48:10 53:12,18 54;5 55:11 72:14 72:16 79:25 113:7 principally 89:21 prior 10:23 11:23 14:23 18:4 25:20 25:24 91:19 131:2 131:4 ]34:18 priority 36:18,21 private 37:17 probably 7:1 11:23 15:2 16:22 18:11 23:16,17 28:16 32:3,5 33:10,23 35:1 40:24 44:5 45:8,20,21 56:24 60:21 62:5 64:15 64:16,19 68:16 75:16,18 76:4 77:6 80:3 90:4 107:3 118:7,25 120:2 122:25 123:17 125:22 128:10 131:11 problem 10:2 50:1 72:13 87:10 111:3 123:25 problems 32:8 37:24 38:13 40:12 70:21 71:3 80:6 97:7,9,11 110:25 123:13,14 proceed 9$:6 proceedings 5:11 134:15 process 5:21,22 12:21 21:16 31:1 produced 25:19 producing 35:17,23 72:20 product 105:12,22 108:7 professional 14:2,12 63:2,6,7 64:8,23 99:4 profitable 123:12 progressed 11:1,3 48:12 101:14,16 proper 43:21 properly 71:1 properties 111:9 115:3 116:3,6 118:5,21,25 119:23 property 12:4 70:24 110:2,7 111:10,12 111:15 113:2 115:24 116:15,]8 116:25 117:3,8,9 ].19:14,16 122:10 122:11 123:3,16 124:17 125:9,12 proposed 88:5 protect 78:25 protected 98:3 protection 124:11 prove 132:24,24 provide 10:15 27:2 42:23 44:20 provided 23:24 62:20 124:10 provides 75:21 124:12 providing 14:13 public 1:23 4:4 14:24 9$:3,9,12 102:25 137:17 138:4,19 Pueblo 6:21 purchase 35:3,14 37:25 purchased 125:1,12 purport 107:22 purported 132:15 purpose 29:13 114:6 purposes 58:24 purse 78:4 pursuant 134:1 pursue 130:22 pursuing 67:1 push 32:7 pushed 99:14 pushing 33:19 put 4:11 16:13 26:5 50:17 53:9 65:16 67:12 69:24 76:8 78:25 79:1 84:11 85:3 96:11 99:25 121:16 putting 31:22 p.m 1:13 133:24 134:17,24 quantities 52:3 quarries 48:11,13 48:15,20,20 49:2 49:19,21 61:2 97:19 98:3,8 104:11,15,17,21 119:1,20 126:12 quarry 119:7 125:8 125:10,11,13 quarter 117:4,6 quarterly 72:23 75:22 113:13,14 113:22,23 114:4 question 13:8 19:4 26:14,15, ] 7 30:13 42:16 43:9 47:1 1 54:24 56:7 58:8 60:20 67:4 68:6 69:15 72:6,13 77:4 78: ] 2,15 79:18 83:18 85:17 86:12 88:22 92:10 92:16 101:4 109:8 110:5 112:1 114:4 117:2 118:19 questioned 25:24 questioning 133:23 133:25 134:7,19 questions 5:25 6:6 12:16 88:4 113:12 115:2 133:18 134:1,10,20,23,24 135:1,2 quick 6:5 quickly 65:19 quite 7:2 33:2 99:19 _ R_ R 4:1 136:1 138:1 140:1,1 rallied 16:15 Ralph 2:9 5:9 23:7 ran 12:24 31:9 32:21 range 69:20 91:16 ranges 58:12 rate 79:13,23 Raton 1:1 b 139:18 ravine 97:10 read 38:23 83:13 135:11,17,20 136:6 140:22 reaffirm 134:5 real 12:11 14:1 21:2 21:8 22:1,24 28:12 29:6,7 31:14 37:2 57:22 58:4,12,17 59:4 59:15 60:8 73:4 75:3,4 84:14 110:20 111:1 113:19 115:24 116:9,11,20,20,23 117:6,10,22 119:7 119:8,9,21 120:21 120:25 123:13,14 124:1,5,14 131:10 realization 40:4,5 really 10:1 13:7 14:15 24:2 27:25 33:18 35:8 40:18 50:3 60:22 62:9 65:23 71:20 99:14 101:9,11,11 Esquire Deposition Services (215) 988-9191 age 153 I lo:ls Realty 108:19,21,24 109:5 126:11 reason 5:13 20:6 60:22 S 1:8,11 87:12 88:25 102:7 103:15,24 104:23 112:5 113:9 114:15 130:22 131:15 140:7 reasonable 139:11 reasons 35:8 42:11 64:10 109:18 recal123:5 34:2 51:22 79:3 81:2 108:16 129:16 receipt 43:20 91:4 139:12 receipts 22:9 receive 17:9 44:4 54:5 100:11 received 5:4 19:16 44:1 52:3,25 54:25 55:16 105:7 recognize 82:15 114:14,17 recollect 9:16 11:15 14:22 17:8 23:18 25:11 26:12 28:11 28:20 30:12 36:4 36:13 44:5 46:7 49:15 81:10,13,18 85:23 86:5 100:21 109:12 111:14 112:4 121:23 129:8,17,21 recollection 9:12,16 19:11 20:20 29:19 35:7 44:11 46:2,9 47:13 50:19 60:7 69:10,17 70:2,16 70:19,23 73:14 103:3 105:16,19 110:3,14 116:8 recommended 36:9 36:10 record 4:12 27:21 87:18 98:12 108:12,13133:]5 133:16,20,21 134: 13,15, 16,19 recorded 28:3 records 12:8 21:10 21:11,12,18 22:9 22:16,22 24:17,19 24:20 27:12 30:6 49:11 50:9 52:9 55:6 59:7 67:20 88:24 89:10 92;11 112:14,24 record's 135:13 recounted 131:25 RECROSS 3:3 rectangle 106:7,11 107:18,20 redemption 34:17 REDIRECT 3:3 Redi-Mix 98:18 reduces 80:2 reduction 60:25 refer 37:1 54:1 111:23 reference 23:9 52:18 55:8 83:5 referred 57:17 62:14 131:23 referring 27:12 37:2 40:10 52:9,20 55:6 56:4,17,25 57:6 59:6 93:5 131:24 refers 54:15 81:4 82:22 83:9 85:18 86:7 111:21 113:11 reflect 55:1 reflecting 73:24 refused 128:13 registrations 103:22 133:14 regular 63:22 82:7 85:19 reimbursement 72:3 related 73:3 relates 57:21 relationship 20:1,5 relationships 38:1 relative 138:10 relatively 59:16,17 60:1,5,8 70:16 75:2 80:5 release 128:3,13 129:11 relied 7:7,7 24:25 28:4 relying 27:15 remain 134:2,6 remained 113:2 remember 15:14,20 20:14,23 22:14 23:16 26:3 30:5 32:3 35:12 37:19 39:14 46:19 50:18 58:1064:6 65:4,8 67:16 69:7,1b 71:11 72:11 75:7 75:15,16 81:6 84:23 86:24 90:10 92:19 96:2,10 97:8,17 100:5,23 100:24 112:1 117:13,13,18 119:18 121:20 125:7,24 131:3 removed 104:13 rent 71:17 96:13,13 97:4 113:8,9 rental 97:5 111:23 112:2,15,17 rented 71:8,13,14 91:25 112:17 113:10 rents 75:5 reorganization 104:23 repeat 5:25 110:4 rephrase 6:1 27:1 86:12 report 7:15 9:2,6,19 9:23,24,24 58:25 138:5 Reported 1:21 reporter 1:22 4:4 135:10,15,16 137:16 138:4,14 138:18 139:17 represent 5:10 106:13 107:22 represented 65:12 102:14 represents 56:21 reproduction 138:13 repurchase 95:19 reputable 58:13 request 43:4 139:8 residents 114:5 residua139:10,13 85:9,10,15 residuary 38:25 45:13,17 85:4,6 resolved 112:25 respect 4:25 l 34:4 respond 65:20 responsible 59:3 89:21 128:3 rest 83:16 112:2 restaurant 73:3 122:17,20 restriction 92:22,25 result 9:9 39:20 62:10 71:4 resulted 32:19 results 60:25 retain 29:14 retained 16:6 97:20 retainer 17:2 retaining 104:21 retention 17:2 retire 104:24 retirement 104:12 104:13 retrieved 25:3 return 14:10,14 17:16 21:6 29:11 29:18 30:14 45:9 58:14,15 135:7 returned 25:6 returns 11:2,3 12:14 15:23 17:15 17:17,18,22 23:25 29:22 30:8,13 73:17 review 21:13 reviewed 36:14 89:12 reviews 89:13 revolved 62:16 re-duplicating 23:12 re-mark 23:8 re-valuation 84:17 Rick 96:18,23 rid 37:13 61:23 ridden 33:3 ride 71:7 riding 99:17 right 12:1 20:7 24:5 28:23 34:7,8,11 40:2,6 42:17 43:4 45:2 56:6 59:2 66:5,10,24 67:25 69:17 74:4 80:12 81:22,22 83:25 84:13 86:8,9 87:1 87:16 88:16 91:18 106:9 114:24 120:9 126:17 128:22 rightly 87:5 right-hand 107:19 ring 109:14,18,23 109:24 121:7 129:4,7 river 125:8 Robert 1:4 5: l2 7:5 62:18 8$:4 93:2 ] 95:23 109:11 115:3 116:12 130:13 132:1,2,17 132:19 139:4 140:2 Rock 119:6 Rockey 9:15 role 8:2,15 10:23,25 11:18 39:2 43:3,7 43:13 rolls 14:22 Roman 108:15,16 108:21 Ronon 6b:14 room 66:18 81:24 135:7 roughly 69:12 126:24 round 66:11,23 row 106:10 royalty 104:12,17 rule 19:5 ruled 66:9 run 5:3 62:3 63:5,7 63:8 99:4,10 123:10 running 32:20 82:12 rustic 122:23 --- _ S __ s 3:10 4:1 139:8 140:1 safe 25:2 26:13,20 2b:22 27:7 Sailfish 70:7,9 71:23 73:12,20,23 74:6,18 78:21 80:14 109:25 110:1,7,10 111:23 113:2 114:2 116:17,21 117:9 salary 76:20 sale 34:15 37:6,17 40:11 61:18 65:24 68:14 77:1.4 88:13 88:16 95:21 102:1 104:20 111:9,13 124:11 sales 63:5 104:22 satisfaction 57:25 satisfied 56: ] 6 saw 25: l6 100:7 saying 36:5 43:22 44:8,9 46:3 62:7 66:4,5 67:1 l ,16 69:6 86:17 91:9 Esquire Deposition Services (215) 988-9191 age 154 93:24 94:17 95:5 127:13,23 128:11 131:3 132:17 says 44:15 53:24 54:4,13,18 83:14 95:8,8,8,9,9 105:17 106:7,11 107:12,15 112:7 112;11 127:20 132:9 say-so 91:12 scared 31:25 schedule 108:5 118:4 scheme 80:5 124:13 Schmeltzer 22:13 scrivener 46:15 searching 24:23 second 23:7 52:1 66:11 100:14 108:12 133:19 secondhand 104:6 secretaries 89:16 section 117:6 122:6 secure 31:19 security 75:15,20 87:13,13 see 8:14 15:11 25:20 33:8 52:5,17,22 53:9,22 54:6 55:20 56:1,12 68:14,22,25 74:10 81:9 82:20 99:10 101:9,13 106:8 120:5 130:5 seeing 105:16,19 129:18,21,24 132:13 seen 49:10 70:20 94:9,10 105:18 129:19,25 130:2,9 132:19 select 36:1 selected 35:19 120:14 selecting 124:1 sell 7:21 33:25 35:17 36:1,6,9,25 37:16 60:23 61:15 61:16 62:8 65:3 66:5,10 70:15 71:6 88:5 101:12 102:20 104:2,4 109:9 123:20,25 124:3 selling 7:14,18 8:4 36:20 61:22 68:10 68:21 76:4 88:1 102:3 semiannual 86:4 send 43:18 44:15,16 74;25 128:20,22 128:24 sending 86:16 134:3 sent 57:16 86:19 135:5 sentence 54:13 separate 32:6 73:22 129:24 September 11:24 series 12:16 serious 33:20 seriously 61:17 66:25 served 4:22 services 1:14,24 10:16 62:21 89:14 139:17 set 21:17,23 22:15 86:5 91:23 96:4 105:24 122:6 138:8,9 seven 69:18 shape 16:17 share 83:5,7 shareholders 119:19,19 shareholdings 24:6 shares 48:11,13,15 50:13,15,16 52:3 52:19 53:1,13,17 54:5,19 55:1,8,10 55:11 56:11,19 57:4 90:6 91:10 92:3 93:19,21,25 95:19,21 107:7 108:4 119:16 131:13 132:5,9 sheets 139:9 sheet(s) 136:11 she'1154:5 Shore 117:19 short 41:19,22 59:17 84:23 110:16 114:20 133:22 ~ shortcut 107:4 shortening 83:12 shorthand 1:22 4:3 137:16 138:4,6,18 139:17 shortly 72:9 87:16 show 23:2 41:7 53:21 89:8 105:5 111:18 showed 89:13 106:4 shown 117:24 118:1 shows 128:8 sick 11:23 31:7 side 99:6,6,15 107:19 121;24 sidestep 50:14 51:4 sidestepped 84:18 sign 58:14 128:19 128:25 135:20 139:11 signatory 128:15,17 signature 74:25 114:15 127:20,21 127:22 128:8,21 139:9,11,12,20 140:25 signed 89:19 128:18 130:10 signers 127:23 128:9 significant 18:15 35:23 96:25 124:16 significantly 49:22 signing 139:13 signs 43:22 58:14 similar 56:8 106:21 108:3 113:4,21 133:2 Simoly 76:3 simplicity 133:9 simply 50:13 59:8 134:13 . Simpson 93:6,7,8,9 93:13,17,20,22,23 95:12,14 129:15 130:3,3,10 Simpsons 95:25 129:20 Simpson's 95:19 sir 134:25 sisters 97:16 sit 15:20 27:11 52:8 95:16 site 117:4 sits 99:19 sitting 95:1,6 situation 19:1,18,20 ~i 32:10,17,18 33:20 33:22 34:6 128:14 133:9 six 111:21 112:11 112:13,22 113:1 113:11 133:7 slash 83:7 sma1134:20 65:15 89:8 122:4 Snyder 124:18 125:1,7,13 Social 75:15,20 sold 34:4,22 35:1,14 36:16 39:24 40:7 40:7 50:23,25 b0:13 71:9 124:18 124:21 Solomon 121:11,13 somebody 16:24 24:10 32:7 33:18 49:25 68:25 83:12 92:14 108:6 124:19 127:25 128:1,7 131:13 132:8 someone's 91:10 somewhat 16:25 31:19 son 93:12 98:24 soon 34:10 sophisticated 94:18 sorry 7:7,25 11:17 21:19 30:24 46:25 110:4 112:8 127:14 sort 14:14 16:15 21:23 43:21 49:25 59:25 61:6 64:25 100:2 114:18 121:22 sound 68:3 121:13 sounding 10:17 source 34:13 75:12 90:14,24 105:8,15 125:18 131:8 132:15,18 sources 75:14 76:25 78:9 91:17 so-called 91:22 93:5 speak 5:3 23;17 50:8 speaking 29:16 speaks 82:23 specific 16:7,22 18:24 19:21 30:17 34:2 59:22 specifically 13:21 23:6 25:9 38:2 51:25 speculation 77:5 101:5 106:15 107:4,25 speechless 69:4 Speedy 76:2 spell 121:8 spend 77:22 78:17 110:18 spending 63:10 spends 77:21 spent 105:25 split 39:14 40:15,18 41:22 42:11 84:10 91:19 93:20 103:9 spoke 25:1 108: l5 square 132:13 squirreling 78:18 Sr 98:21 102:19 109:11 130:6 stabilize 68:8 stable 59:16 60:5,9 117:16 Stadley 66:14 standing 44:18,19 stands 108:18 112:6 start 9:10 12:20 24:12 94:14 started 7:11 10:5,8 10:10 32:7 75:16 75:16 88:19 99:20 106:20 starting 13:3 State 1:23 4:4 136:3 137:3,17 138:2,4 138:19 stated 135:8 statement 22:17,19 22:23 33:8 53:5 79:10 102:5 106:2 106:3 statements 13:2 30:9,10 33:10 74:2,7,9 102:12 136:8 station 121:23 status 39:5 statutory 53:13,14 53:20 staying 82:5 stenotype 138:5 step 65:24 112:9 stepping 128;11 steps 12:20 24:13 60:16 65:3 Stevenson 96:19,23 stingy 99:21 stock 22:1 24:23 25:12 34:17 50:13 50:18.23 5 ] :4 52:4 54:6,19 55:25 56:16 57:4 61:8 69:25 88:22 Esquire Deposition Services (215) 988-9191 age 155 89:2,3,5,11,13,15 89:20,22,22 90:1 90:7,11,13,14,18 90:25 91:1 92:4 92:11,12,20,25 102:12 124:7,8 129:14,18,21,25 stockholdings 49:5 60:17 61;1 132:21 stocks 38:11 stone 104:13 125:11 125:13 stop 37:13 61:24 98:7 stopped 77:11 storage 122:2 story 79:6 127:17 straightened 66:6 strange 68:15 strategic 63:23 64:3 65:23 strategy 33:13,16 34:12 40:25 68:4 70:12 street 2:4,10 121:23 139:3 strictly 73:3 strong 102:21 strongly 42:7 structura197;7,9,11 structure 92:9 98:4 stubs 74:1,9 90:3 stuck 46:24 stuff 21:24 22:10 25:2 76:9,10 106:1 subject 47:11 51:23 130:2 140:22 subs 92:4 subsequently 9:14 11:24 26:15 35:13 65:14,25 66:7 90:21 92:6 109:21 127:13 subsidiaries 107:? subsidiary 120:25 substance 19:24 140:23 substantial $4:7 97:20 substantially 60:12 60:15 substantive 11:6,6,9 successful 99:14 sudden 94:25 sue 128:7 suffered 123:7 suggest 19:14 96:21 suggested 68:18 96:17,23 suggesting 100:22 suing 88:17 suit 88:6 98:10,16 Suite 1:15 2:10 suits 66:8 sum 39:20 summarize 6:10 sums 76: Z 1 supplied 14:10 27:10 29:7 supplier 66:12 suppliers 38:1 98:18 supply 14:20 30:21 37:5,22 63:7 76:19 94:1 95:13 95:24 98:17 103:9 103:10,12,12 104:15 106:7,11 107:1,2,14,18,20 110:23 119:8 120:24 133:5,8 supplying 66:21 Supply's 25:4 supported 66:19 supposed 45:10 111:12 supposedly 132:9 sure 9:16 14:18 16:19 22:17 27:23 69:17 75:23 77:6 88:14 91:12 93:7 96:19 114:19 117:7 131:18 swings 59:17 Swiss 109:20 switch 38:20 switched 129:11 Switzerland 109:19 sworn 4:9 137:9 _ _ T_ T 3:10 136:1,1 138:1,1 140:1,1 table 41:17 65:17 67:13 69:24 115:6 115:10 tabs 73:3 take 5:106:1 8:14 9:18 32:11 33:21 47:15 56:3 60:16 66:25 67:13 76:15 82:19 87:1,2,7,10 87:14,17 104:3 114:20 115:1,17 123:19 taken 4:3,20 12:20 24:17 47:16 87:19 114:21 120:22 138:8 139:8 140:5 takes 54:4 talk 10:18 11:13 65:10 66:6 talked 8:3 13:23 18:20 20:1 34:6 44:23 59:20,24 70:14 86:8 97:19 102;22 116:17 talking 12:4 66:17 task 18:17 28:9,21 29:20 30:18 tasks 13:20 17:10 17:20,22 23:20 tax 7:15 9:24 10:16 10:20 11:1 12:14 14:9,14,18,21 15:23,24 17:15,16 17:17,21 21:6 23:25,25 24:2 29:10,18,21 30:8 30:13,14,19 40:1 40:9 44:24 45:9 46:5 47:12 58:14 58:14,24 73:17 84:8 111:9,13 taxable 39:22 40:3 40:10 45:2,4,8,13 45:18 57:23,25 85:14 taxation 45:7 taxes 39:23 40:14 45:11 84:21 97:6 110:20 111:1,11 team 66:14 99:4 technical 85:17 technically 45:5,9 teeth 65:18 telephone 20:13 tell 16:5,8 17:6 22:4 26:3 28:24 44:1 44:13 55:15 57:6 57:18 63:17 74:19 88:14 90:1 91:14 95:16 102:11 105:7,10 106:12 112:24 113:4 115:17 116:6 123:8 telling 44:14 127:15 128:22 129:16 temporary 81;24 ten 76:22 77:10 tenancy 42:1 109:1 109:2 tenant 112:3,16,21 112:23 tenants 113:1 123:9 term 57:18 terms 4:24 38:22 53:5 64:3 test 53:22 testified 4:10 5:17 testifying 5:13 testimony 5:2 129:24 134:12 thank 110:8 129:23 133:17 135:21 thanks 87:23 theory 61:25 103:24 thereof 95:22 they'd 101:13 thing 11:22 14:19 26:16 33:6 34:19 42:2,15 65:1 76:13 101:6 102:11 104:18 113:3 120:4,4,6 122:15 things 10:19 15:12 15:14 18:21 19:8 20:2 21:22 23:21 28:7 34:20 37:2 63:10 65:12 80:4 80:5 90:18 117:2 124:13 130:14,16 131:24 132:12,23 think 9:15,22 10:16 11:22 12:22,22 13:20 15:4 16:19 16:21 24:14 26:23 30:12,18 31:5 35:18,23,24 36:3 37:3,18 39:9 41:16,19 42:14 44:15 45:8 46:14 49:12 50:19,25 53:13,20 55:12 56:24 5$:8 60:14 60:21,24 61:14 62:2 64:5,19 65:21 67:17 68:7 69:8 70:2,17,23 71:7,9 72:21 75:16.18 76:3,5 77:10,19 79:1 80:3,4 83:2 84:5 84:13,21 89:14 91:21 92:4 93:18 94:24 96;3,8, ] 8 99:24 100:1 101:7 101:10,11 102:21 103:1,2 104:8,23 105:9,18 106:16 106:19 107:3 110:13,16,17 112:9,17 113:22 117:6 120:2,6 122:15 123:22,24 124:4,5,13,21,22 125:22 129:17 130:25 132:8 133:4 thinking 7:14 64:3 100:2 thinks 69:1 thought 19:10 25:16 59:13 62:3 65:18 67:15 102:16 104:7 117:5 thousands 46:16 three 1 U:10 50:20 58:18 82:2,6 91:23 92:4 95:6 96:4,12,15 101:18 104:8 106:23 109:6 116:21 Thursday 4:20 tie 56:1 98:8 time 4:25 6:2 8:13 8:18 10:4,25 11:3 11:8 12:5 15:17 16:11,11,14 19:24 20;15,22,25 22:7 22:12 25:1 29:16 29:17 31:6 32:11 33:18 34:21 36:12 36:16 37:19,21 41:4 43:9,13 44:9 45:7,25 46:18 48:11 49:7 59:4 59:14,17 61:25 63:21 67:18 71:8 74:16,18 77:13,15 81:7 82:1,7 86:13 86:13,24 88:9,18 91:15,15 93:3 95:14 98:11 101:8 101:14,16 103:5 105:25 106:22 110:16,18 117;11 117:14 118:20 119:25 122:20 124:22 127: ] 0 130:8,11,22 131:2 131:7 133:10 134:6,8 135:2 Esquire Deposition Services (215) 988-9191 a;;e 156 138:8 139:11 times 5:19 25:19 59:12,25 61:14 82:6 89:9,11,14 90:3,5 100:7 109:13 123:22 title 70:6 119:3,23 today 5:15 15:20 27:12 52:8 62:5 111:4 today's 4:19 52:15 105:6 told 17:4 21:14 24:14 44:11 65:8 68:20 86:13 96:11 99:4 125:19,21 132:11,13 tomorrow 26:10 135:7 ton 104:12 top 63:13 107:17 122:3 topic 83:23 topics 38:20 70:5 total 50:4 tough 106:22 track 106:23 transaction 9:3 88:5 90:15 92:9 transcript 135:20 138:13 139:8,11 140:6 transcription 138:6 transfer 39:21,24 57:24 60:24 90:25 91:10 transferred 39:25 41:18 55:8 58:4 59:4 69:25 84:23 97:16 99:7 103:18 transfers 70:2,3 85:5 89:18,18,23 90:20 91:5 transmuttal 115:20 transmitted 57:12 transpired 41:9 travel 82:3 treated 40:11 74:12 tremendously 31:25 tried 123:10 triggered 61:22 trip 109:10,14,17,19 trips 29:25 109:16 Tri-Ms 90:17 91:22 91:23,24 92:2 trotting 76:2 true 64:21,24 68:8 80:14 136:8 138:6 14022 truly 139:14 trust 38:25,25 39:9 39:10,12,14,19,22 40:13,16,17,21,22 41:15,19 43:5,13 45:3,6,10,12,13 45:17,18 47:21 55:2,10 57:23 59:5 69:25 75:21 75:23 77:1,7 78:7 82:25 83:3,3,24 84:3,6,12,18 85:4 85:6,8,9,11,15,16 85:19,21 90:21 110:11 118:17,22 129:8 132:7 trusted 64:19 trustees 54:18 trusts 38:25 39:3,4 40:16 42:23 60:17 truth 26:4 truthful 5:15 try 36:22 37:20 88:6 124:3 trying 13:4 16:13 18:23 19:14,15 31:3 33:5 37:15 40:15 60:2 61:4 68:13 84:20 86:1 104:2 124:5 Tuesday 1:12 137:9 139:9 140:5 turned 61:24 96:24 TV 21:23 twice 54:22 102:22 two 9:22 10:9 11:23 12:1 22:14 24:15 27:24 36:17 38:24 40:16,18 52:17 53:11,24 54:12 76:18 77:9 82:2,6 84:24 90:23 91:21 93:8 95:6,17 97:16 98:18 99:5 100:21 103:9 105:1,5,9 106:13 107:10 130:19 typed 90:2 typica176:11 typically 20:1 l 113:23 130:14 U ultimate 20:4 70:24 ultimately 64:15 71:9 94:2 Um-hmm 52:6 54:16,21 97:22 unambiguously 26:8 unclear 67:5,8 underlying 29:3,6 48:14 117:22 undersigned 137:7 understand 5:24 8:5 8:8 11:23 12:23 13:7 18:23 19:15 31:5 37:21 39:7 46:3 56:14 62:12 78:14 80:13 85:2 88:21,23 92:8 94:3 111:22 124:6 126:3 127:19,24 128:14 131:22 understanding 27:19 66:8 73:1 88:4,13,15 91:16 94:6 95:9 104:5 113:13 131:16 135:19 understood 12:10 19:2 38:24 54:1 100:1 124:24 125:6 undertook 13:21 underutilized 47:12 undervaluing 58:15 unfair 128:6 unidentified 56:21 union 48:11,13,15 48:20,20 49:1,19 49:21 61:1 63:11 65:7 97:19 98:3,8 University 6:12 unusual 12:23 39:8 58:19 59:18 82:5 update 59:21 60:16 89:17 updating 89:22 90:13 91:1 92:11 upset 61:20 use 42:4 50:12 72:3 73:2 104:11 114:5 useful 53:2 usual 18:21 usually 58:18 Utilities 14:24 utility 111:2 V vacant l 13:2 123:6 vacation 103:7 vague 19:23 36:11 43:9 49:6 51:6 55:4 58:8 60:20 77:4 $8:8 93:2 validly 4:21 valuable 61:2 valuation 14:5 29:2 50:14 51:4 58:11 58:12 61:12 69:24 120:18,23 121:2,6 valuations 12:12 14:12 17:14 23:23 28:22 29:10 30:16 69:13 120:17,20 120:22 value 21:22 24:6 28:8 29:14 35:24 38:12 47:20 48:3 48:4,12,13,15,24 49:1,4,22 50:4,16 55:2 56:21 57:3,5 58:4,25 59:4,17 60:7,11,16 69:19 97:12,20 valued 12:20 52:7 61:3,9 values 29:7 48:14 59:9,11,21 60:1,4 115:23 valuing 17:21 18:22 29:8 varied 74:19 variety 35:7 various 15:22 26:17 30:9 31:2 33:1 75:14 89:10 106:4 113:14 115:24 116:11 117:24 130:15 vary 91:15 vehicle 133:14 verbal 92:19 verbally 44:5 vibrant 16:14 vice-presidents 63:4 view ] 0:3 46:17 virtually 8:5 12:3,6 40:22 41:20 119:20 visit 70:9 121:19 122:17 visited 121:17 122:13,21 123:8 voicing 101:21 Volume 115:10,11 115:14 W W 1:9 3:4 4:8 83:7 136:19 137:8 139:5,8,22 140:4 Wachovia 129:10 129:12 wads 78;5 Wait 103:6 waive 135:1 1 139:13,20 walk 35:6 walked 66:4 69:2,7 walks 78:2 want 4:11 20:4 23:8 23:8 25:17 26:1 27:25 40:18 41:22 42:11 44:10 55:23 55:24,25 60:2 61:7 64:25 65:5 66:17,17,18 68:25 70:17 71:5 76:10 77:18 78:10 82:1 90:7 97:4,15 98:15 125:9 133:13,21 wanted 26:8 28:17 32:21 35:10 43:16 43:25 44:12 64:13 65:9 68:21 70:19 70:20 78:23 82:24 85:25 86:25 92:1 98:14 99:8 101:9 124:19 127:2,3 133:10 134:17 wanting 37:25 wants 23:12 43:22 76:9,16,16 77:21 87:12 wash 80:17 wasn't 9:8 10:1 13:2 17:1 18:17 20:25 24:2 30:11 32:9 46:19 62:9 64:21 65:10,20,24 68:21 69:20 71:13,14 72:8 78:8 82:4,5 82:12 96:25 97:3 97:5 103:20 104:14 111:16 1 t 3:9 wasted 46:5,16 was/were 136:11 watch 133:23 way 19:17 20:14 23:10 31:12 32:21 39:8 40:24 45:22 46:4,24 47:7,10 Esquire Deposition Services (215) 988-9191 age 157 77:23 78:19 84:5 84:25 105:24 115:16 122:12 123:19 132:7,22 week 78:1 weeks 54:12,23 82:1 82:5,5 well-known 76:1 went 16:15,16 19:3 24:20 25:3 29:1 30:1 32:4 36:17 37:18 40:19,22 55:11,11 65:12,14 65:25 66:15 72:11 73:8 76:12 84:5 89:15 99:3,17 100:14 103:2 109:12 122:11 133:8 134:15 weren't 31:19 35:17 60:22,23,23 61:15 61:16,21 113:1 131:6 West 117:19 we'll 6:2 26:10 6b:6 135:11 we're 5:10 36:6,6 44:13 58:14 64:14 112:7,12,16 126:17 127:24 128:2,5 134:13,16 we've 23:21 86:8 109:3 112:11 116:17 118:2 Whitehall 100:20 wife 116:10 131:14 132:9 willing 124:16 wind 42:18 window-shopping 68:24 101:8,13 winds 39:12 125:15 wish 139:13 withdraw 43:16 44:20 45:2 withdrawal 44:24 50:1 52:5 53:25 53:25 54:2,14,14 54:17 56:1,5,15 57:20 61:5 86:8 86:11,21 91:4 withdrawing 44:6 83: l5 witness 3:3 18:11 19:25 26:3,17 27:10 31:1 36:13 42:6,14 48:20 49:8 51:8 53:7 55:6,19 56:24 58: l0 60:21 67:5 b8:7 69:1 b 72:7 75:20 77:6 78:13 79:19 83:19 88:10 93:4 96:22 98:7 101:6 106:16,19 108:2 118:9,12,16 119:6 126:10 131:10 134:25 135:22 139:11 witnesses 25:15 wonderfu142:15 wondering 59:25 68:13 91:13 125:17 131:8 word 43:21 58:9 102:21 words 73:11 work 6:23 7:9 8:13 9:10,13,15,18 10:5,8,14,23 11:21 13:19 15:19 15:24,25 17:9 18:25 19:19 23:17 24:2,3,5 28:10 33:12 34:21 47:5 47:8 53:2 71:22 73:10 81:20 97:14 101:18 104:25 105:12,22 108:6 109:3 120:18 121:6 133:10,11 worked 6:16,20 12:13 13:11 14:4 18:4 22:6 23:23 62:24 workers 63:12 working 6:15 10:4 12:11 14:2,7,12 20:21,25 28:9 29:20 63:19 89:7 106:21 120:20 126:17 131:6 works 45:6 worth 50:3 51:16 61:9 64:17 65:21 67:17 68:25 64:1 71:6 97:12 101:10 wouldn't 47:10 50:22 103:20 129:10 wound 35:9 76:4 84:17 92:2 95:22 103:8 111:12,12 126:22,22 write 74:21,24,25 140; 6 writing 73:5,6 written 4:23 39:8 45:23 72: 173:8 74:11 84:6 wrong 64:2 wrongly 87:5 wrote 73:16 96:20 -X _ __ X 3:1,10 X-number 85:13,16 __ Y__ year 6:15 9:12 14:16 15:13,19 20:16 30:24 43:17 44:1,6,10,12,12 44:21,22 47:19,21 48:22,25 49:9 53:11,16 55:17 56:7,15 57:21 60:5 61:8 68:1 71:9,13 73:15 77:8 106:2 112:17 112:24 130:19 years 6:9 7:16 9:17 9:17,22 10:10,13 11:23 15:15 16:12 27:13 30:22,24,25 33:23 35:24 3b:18 37:3 48:21 50:10 50:12,18,19 56:7 57:16 60:18 63:1 74:21 75:9,19,25 76:22 77:10 81:9 81:10,14 85:21,23 94:15,23,25 95:7 99:16 113:2 123:1 123:3 128:1,10 130:19 year-and-a-half 32:13 year-by-year 48:6 yesterday 23:3 51:12 56:3,10 111:18 York 65:14,15 66:15 100:8 127;5 127:5 young 16:13 younger 93:15 $100 61:9,10 83:5 $15,000 ? 8:3 82:24 $2,300 112:12 $200,000 126:24 $30,000 32:23 $400,000 77:8 $50,000 79:3,7 80:5 80:8 $650,000 46:21 $80,000 127:8 --.-__#_ #120 139:18 #902525 1:25 136:20 137:19 138:21 139:24 023179115:8 023228115:8 023229 115:11 023285 115:11 023286115:15 023396115:15 13:13 4:14,15,16,19 1/6/88 3:13 1018:11 92:7 100 5:20 39:11 50:15 51:3 105 3:15,15 11118!87 3:14 1115/58 107:12 110 83:7 114 3:16,16,17 12th 115:24 12-and-a-half 95:23 12/18!87 3:14 120 1:15 127:8 13 1:12 56:4,10 81:9 140:5 13th 137:9 139:9 14 56:4 57:19 15 18:12 57:16,19 128:10 15,000 82:20 150 61:9 133:13 1515 2:10 17th 14:22 17012:4 139:3 18 79:13,16 18th 52:16 53:23 54:8 55:13 81:1 19 104:23 19102 2:11 191032:5 139:3 1940s 131:2 1950s 131:3 1965 6:13,16,25 7:12 10:11 1983 103:7 104:24 1986 10:14,24 11:18 11:24 14:20 18:5 62:21 77:2,13 81:15 115:24 1987 51:24 52:2,16 54:5,6,14,18,25 55:9 67:21 81:1,5 81:15 1988 51:22,24 52:25 81:15 1990 67:19 1990s 77:11 1992 56:9 1993 60:13 62:22 77:14 1994 112:12 1995 112:4 2 3:13 23:3 51:17,20 91:7 20 10:13 32:6 81:9 81:10 85:23 123:3 200 123:1 2007 1:12 136:14 137:9,12 138:15 139:1,9 140:5 2008 137:18 138:20 21 10:13 21-86-398 1:2 139:6 215.789.3110 2:11 215.963.5079 2:5 23 137:18 138:20 2385 1:15 139:18 25 32:6 27 139:1 27th 112:12 137:12 138:15 28th 55:9 -- 3 - 3 3:14 52:11,14 133:23 3:37 133:23 30 15:15 300 77:8 33431 1:16 139:18 35 9:17 4 4 3:13,14 80:21,25 40 9:17 54:5 40s 102:9 132:10,12 Esquire Deposition Services (215) 988-9191 age 158 _. 5 9 5 3:5,15 43:3,15,16 9 3: l7 114:22,25 43: I $,25 44:6,10 115:12,12 44:12,14,20,24 9:15 1:13 47:19,20,23 48:2 90 76:4,5 48:3 49:9,23 50:1 902525 140:5 50:3,4,6,16 52:4 93 50:23,24,25 52:18 53:1,12,17 60:18 53:17 54:1,3,4,15 999 83:5,9 54:24 55:1,2,17 55:25 56:11,15,21 57:5,20 61:5,10 86:7,11,21,25 105:2,6,14 106:10 106:19 107:4,17 108:10 5:30 134:7,11,17 5:31 1:13 50 5:20 39:15 93:18 93:25 95:13 SOs 102:9 132:11,12 513:13 65:17 66:23 b7:12 68:3 69:3 69:23 52 3:14 560122:8 -___6 __ 6 3:15 86:7 105:2,6 105:21 106:6 ]07:19 111:19 l 20:8 6th 51:22 52:24 54:11 60s 7:12 9:21 66 6:25 ---- ~ - - 7 3:16 114:22,25 115:2,5,20 7:00 134:9,24 70130 39:15 705 2:10 75 64:15 __. ---- 8 3:1b 92:6 114:22 114:25 115:9 8.16356:11 57:4 8/9181 107:15 80 3:14 ~SOs 75:17 80!20 39:16 82-and-a-fraction 54:19 8660:1872:11 87 1 10:17 Esquire Deposition Services (215) 988-9191 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY IN RE ESTATE OF ORPHANS' COURT DIVISION ROBERT M. MUMMA, Deceased. NO. 21-86-398 NOTICE OF DEPOSITION UPON ORAL EXAMINATION To: Robert M. Mumma, II 840 Market Street, Suite 164 Lemoyne, PA 17043 and Box 58 Bowmansdale, PA 17008 and 6880 S.E. Harbor Circle Stuart, FL 34996-1968 Ralph A. Jacobs, Esquire 1818 Market Street, 33rd Floor Philadelphia, PA 19103 PLEASE TAKE NOTICE that George W. Hadley, Jr. will be presented for deposition in accordance with the Pennsylvania Rules of Civil Procedure and the Orders entered by the Court in the above-referenced action on March 26, 2007 and October 3, 2007, at Esquire Deposition Services, 2385 NW Executive Center Drive, Suite 120, Boca Raton, Florida 33431, on Tuesday, November 13, 2007 and Thursday, November 15, 2007, beginning at 9:00 a.m. The deposition will be conducted before an officer authorized by law to administer oaths. EXHIBIT NO.U t tA. KARNS 11' ~5• ~ You are invited to attend and participate. Dated: November 1, ?007 ~dy L. Gr~ MORGAN, LEWIS BOCKNS LLP 1701 Market Street Philadelphia, PA 19103 215.963.5079 Attorney for Barbara McK. Mumma and Lisa M. Morgan CERTIFICATE OF SERVICE I, Brady L. Green, do hereby certify that on this 1st day of November, 2007, I served by overnight mail, email and first-class mail, postage prepaid, a true and correct copy of the foregoing Notice of Deposition Upon Oral Examination upon the following: Robert M. Mumma, II 840 Market Street, Suite 164 Lemoyne, PA 17043 and Box 58 Bowmansdale, PA 17008 and 68$0 S.E. Harbor Circle Stuart, FL 34996-1968 Ralph A. Jacobs, Esquire 1818 Market Street, 33rd Floor Philadelphia, PA 19103 L. Green MORGAN, LEWIS & BOGKtUS WASMIIY GTON COUNSELORS AT LAW MIAMI NEW YORK ZOOO ONE LOGAN SQUARE HARRISBURG L05 ANGELES PMILADELPMIA,PENNSYLVANIA 19103 LONDON T[LLrMONC+(21S) 963-5000 CAME Aooet[IC S: MORLEBOCK T[LE%:83-1315 ARTHUR L.KLEIN DUL D111 LC? (2t 3) i63-S144 January 6, 1988 EXHIBIT NC George W. Hadley, Jr., CPA Luckey, Kennedy & Felmeden M-S~~- 241 Main Street Suite 100 Buffalo, New York 14203 Re: Estate of Robert M. Mumma - Funding of Trust under Article SEVENTH of Will ["'Marital Trust") Dear George: After you reported last Wednesday that the Nine- Ninety-Nine stock had been transferred to the Marital Trust on December 28, I learned that Pennsboro Center and the Grove and Bender properties were put in the Marital Trust on the 31st. Accordingly, the funding of the Marital Trust to~date is as follows: all shares of Hummelstown Quarries (December 15), all shares of Union Quarries (December 28), 653.587 shares (out of the Estate's total holding of ?09.414 shares) of common stock and 829.234 shares (out of the Estate's holding of 900.064 shares) of preferred stock of Nine-Ninety- Nine (December 28), and the Pennsboro and Grove and Bender properties (December 31). These transfers were from Estate principal to principal of the Marital Trust. In line with our recent discussions, the Executrices transferred the balance of the Nine-Ninety-Nine stock held by the Estate - 55.827 shares of common and 70.83 shares of greferred - from the Estate principal account to the Estate income account to satisfy, to the extent thereof, the "debt"' the principal account owed the income account which arose because substantially all of the Estate's cash income had to be used to pay the decedent's debts and estate administration expenses, which are properly principal charges. These Nine-Ninety-Nine shares thus are now available to be used, and I understand will be used, to pay to the Marital Trust the statutory interest it is owed attributable to the principal funding of the Marital Trust in Nine-Ninety-Nine stock. ESTATE 057759 ESTATE 080278 MORGAN. LEWIS Fr BOCKIUS George W. Hadley, Jr., CPA January 6, 1988 Page 2 The statutory interest, under Section 3543(a) of the Pennsylvania Probate, Estate and Fiduciaries Code, is at a rate of 5 percent (simple). Accordingly, for the 20-1/2 months since Mr. Mumma's death (April 12, 1986 to December 28, 1987) it was 8.5415 percent, which applied to the principal transfers of Nine-Ninety-Nine stock produces the number of shares moved to income (8.5415 percent of 653.587 common shares 55.827, and of 829.234 preferred shares = 70.83) . As you helped calculate, there will be more than $500,000 of statutory interest due in addition to that paid in Nine-Ninety-Nine stock. Again, because of the debt situation, the Executrixes are considering moving another principal item, one of the rental properties, the Fulton Hank Building, to the income account and similarly using it towards satisfaction of the statutory interest requirement. These interest payments "in kind" will be received by the Marital Trust as income and thus be distributable to Mrs. Mumma. That will, of course, have an income tax consequence for her, which will be reflected on her 1988 income tax returns. Further, we must keep in mind that the Subchapter S income from Hummelstown Quarries and Union Quarries allocable to the Marital Trust will pass through to her (as a result of the required ASST §1361(d) elections), and plan so that she will have enough cash available to cover her income tax ,liability. I understand that Mrs. Mumma, in exercise of her withdrawal power for 1987, on December 31st requested and the Trustees distributed to her 82.679 shares of Nine-Ninety- Nine common stock and 41.461 shares of Nine-Ninety-Nine preferred stock. The existence of the five percent withdrawal power means that Mrs. Mumma will have to pick up on her income tax return five percent of any capital gain (or any other taxable item which is credited to principal). However, the actual exercise of the power or distribution of property to her upon her exercise will have no additional income tax consequence. When you get a chance, Roz Vine and I would like to confer with you to discuss how much additional principal has t:o be distributed to complete the funding of the Marital Trust, to review the-1987 income tax situation of the Marital Trust, to do income tax planning for the Estate's 3j31j88 year and to review the accounting for the Estate and now the ESTATE 057760 ESTATE 080279 r MORGAN. LEWIS S BOCKIUS George W. Hadley, Jr., CPA January 6, 1988 Page 3 Marital Trust. In particular, we must focus on how the payments and transfers mentioned above should be reflected. Roz will try to arrange a conference call in a week or two. / rkb cc: Mrs. Barbara McK. Mumma Lisa M. Morgan, Esq. Joseph A. O'Connor, Jr., Esq. Rosalynn Vine, CPA Ruth S. Nonack Sincerely yours, ~`i ~ Arthur L. Klein ESTATE 080280 ESTATE 057761 MORGAN, LEWkS & BOCKkUS COUNSELORS AT LAW MIAMI WASHINGTON L `,~ J~ ~~` L f1~RRi56uR~. LOS ANGELCS PMILA~ELi~I'l1A,PENNBYLVANIA 19103 LONDON TELtPwOwC=(215) 963-3000 CA~LC Aoowts s: MORIEBOCK TEIEa. 83-1315 ARTHUR L.KLEIN G,A~ p1~[C•'215)963-5444 December 18, 1987 George W. Hadley, Lucker, Kennedy & 241 Main Street Suite 100 Buffalo, New York Jr., CPA Felmeden 14203 Re: Estate of Robert M. Mumma - Fundinct of Marital Trust Dear George: ~~ EXHIBIT NO.~ IYl ffARNS i c - l I reviewed with Lisa our recommendation that the statutory interest portion of the funding be paid in January 1988, so it will be in the Marital Trust's 1988 tax year and thus pass to Mrs. Mumma in 1988, when the top income tax rate will be down to 28$. Moreover, Mrs. Mumma will not have to pay any income tax on the interest income until April 1989. I also reviewed my recommendation that the ;statutory interest with respect to the Nine-Ninety-Nine stock be paid in shares of the stock, in order to minimize the :importance of the valuation. As for the interest with respect to the rest of the principal going over, any of the real estate could be used. Lisa is sending me copies of prior deeds for the properties which are to be transferred to the Marital Trust. I: have a real estate associate preparing deeds for the transfer of title from the Executors to the Trustees of the Marital Trust. I have not received all the deeds from Lisa but she expects to have them to me shortly, with the exception perhaps of those for the Grove and Bender properties, which as you know present special problems. As far the transfer of shares of stock out of the Estate, Lisa said that Hummelstown Quarries has been transferred and she is about to transfer the Unian Quarries stock. Since a portion of the Nine-Ninety-Nine stock will go over as statutory interest (just after the first of the year), the number of shares to be allocated to principal and ESTATE 057763 ESTATE 080281 MORGAN. LEWIS~S BOCKIUS Gporcie W. Hadley, Jr., CPA December 18, 1987 Page 2 the number to be allocated to interest will have to be ue*_ermined. If the transfer of the principal shares were to take place on say, December 28th, the statutory interest at 5~ per annum (simple) would amount to 8.54 percent (20 1/2 months at .4166 percent per month), which would mean for every 100 shares of principal there would be 8.54 shares as interest. The shares of stock that come over to the Marital Trust as statutory interest will be in the income account and then be distributable to Mrs. Mumma. In addition, as you know, Mrs. Mumma will be exercising her withdrawal power to the fullest extent possible this year and next. Again, because of the valuation issue, it is recommended that with respect to the Nine- Ninety-Nine shares held as principal she take 5 percent of those shares. As to the rest of the principal, valuation is less of a problem, and any of the other assets could be distributed to her. She might use shares of Hummelstown Quarries. Focusing on the shares of Nine-Ninety-Nine, I believe the Estate has 867 shares of common and 1,100 preferred. I calculate that 799 shares of the common and 1,013 shares of the preferred will go to principal and 68 of the common and 87 of the preferred will be credited to :income. Then, if Mrs. Mumma exercises her withdrawal power and takes out 5 percent of the Nine-Ninety-Nine stock in principal in 1987 and 5 percent in 1988, she will receive for ].987 40 shares of common and 51 shares of preferred and for 1988, 38 shares of common and 48 shares of preferred. I will be calling you early next week to review my calculations and discuss these matters further. Sincerely yours, ,i :rkb cc: Mrs. Barbara McK. Mumma Lisa M. Morgan, Esq. bc:: Joseph A. O'Connor, J,r. , Esq. Rosalynn Vine, CPA,/ Ruth S. Nonack Arthur L. Klein ESTATE 057764 ESTATE 080282 M®RGAN. LEWiS ~ B4faCKIUS WASHINGTON COUNSELORS AT LAW NEw YORK 2000 CyNE LpGAN SQUARE LOS ANGELES PHILADELPHIA. PENNSYLVANIA 19103 TELCOwOw[~ f2i51 96 3-5000 CAe~E Aooaess• MORLEBOCK Tncx:83-i 315 ARTHUR, L.KLEIN JiAI 6~aLCT 1Ci~)H63-D444 November 1i~, 1987 FEDERAL EXPRESS George W. Hadley, Jr., CPA Lucker, Kennedy & Felmeden 241 Main Street Suite 100 Buffalo, New York 14203 Re: Estate of Robert M. Mumma - Fundinct Marital Trust Dear George: M1AM1 HARRISBURG LONDON EXHIBIT NO. M. -U1RMS This is to confirm our meeting with the Executrices at ML&H on Tuesday, November 24 at 10:30 a.m. We will be discussing: 1. Choice of assets to fund marital trust. 2. Documents required to accomplish the funding - cteeds, amendment to fictitious name, assumption agreement with respect to joint owners agreement, etc. 3. Tax aspects of funding - realty transfer tax exemption and capital gains tax. 4. Cash flow considerations - cash needs of the Estate far debts and expenses and effect of property transferred out. 5. Ability of marital trust to make regular monthly payments to Mrs. Mumma on account of her income interest. 6. Exercise of five percent withdrawal right by Mr•s. Mumma for 1987. ESTATE 080283 7. Report on setup of accounting_fo the Estate and the trusts. ' -~ ~~ /~~~ -- !~/f.~ ~,~~ ESTATE 057801 ~~ l L~C%c-~,G~'~.~Gc~ G:2. ~i'~~o Gl~%~~= -c.-n-c~,,,~'1 - / MORGAN. LEWIS S BOCKIUS George W. Hadley, Jr., CPA November 18, 1987 Fage 2 discuss. And, of course, anything else anybody would like to Sinc~er~r~e(l/y yours, /"l~~"' Arthur L. Klein /rkb cc: Mrs. Barbara McK. Mumma Lisa M. Morgan, Esq. Rosalynn Vine, CPA Ruth S. Nonack ESTATE 080284 ESTATE X57802 48LZ0 9'1W ~ ~ *i ° S 0 ~ ~ ., ' +~ o ~ -- ~ ._ ~ ' oo ~ ° li E °M ~~ EQ ~ ~ r r ~ ~ v 'iL 'O =c~~ L ac>~ c`~. E ~ a '` ~ Ev a .~ .. ~- .- N ~ ~ w ~ .~ p°M u r, A A W ~- cs Cl a ~ p N ~Ii- c '_ i`~ 1~.- ~ ..~ a -- i o w ~~ `'- ~~ as Xx A ~ ~ .. b a ~ o ~ r '~ d ~ N of ~ 1 "~ ~ .- V' M eG ~ ,.. ~ Q'MMp N M M .- ~ ~ ~ ~ ~'- I `~ C ~ i c ~ ~ - '" n ~ a ~E ~ a~in~ ~ vl i O a0 ~ ~ ~ +.O aD ~ ~ o ~ ~ r ~ 1 1 t 1 1 1 1 r t O ~ ~~ 1 61 Q O ~ ~ 1 ~D~t7 _ ~ .r+ I ~ iL~ ~' ~ ; ° 0 ~( 1 1 ~ Q .~ ~ 1 I ( ..- '~ .-. ~"" I I „~ .~ -- I w Lil N W tai d ,.~ X ft ,: ~ ~ a .'~ ; o ..- - .- 16 i ~.. M Sj 0 ~ °' i6 i a N yc K a •- ,E ~ ~ ; 1 d n '~ '~' se ~ ~^ ~ N ~" M M M ~- a0 M N a 'Q v ~ ~ ,~q L ~ g E c. 8 ~- `~L GL fa "i~J 0 O N r G W E~ < ~ a ~ $ ~L L N ~3 Cl O 4J 0. o O D ~ °a .- °o I ~~ N O ~ ~~ A O ~~ A ao ~ .~. I a. d o +~ o d g'~O Z:' n O Ill • r T fJGi ~~ Q. O -,-.I Z r N z sa r 0 `.~ O O L ~ o'~~, ~Q~ .~ .A+ 1^0 G Ord d x E se ~ a o ~ O ~ ~, o ~~ a ~o n ~p C ~~ ~ .. ~ -°- a S8LZ0 9~lW {s+~11 VI p ~~ FI f~ Y l ~I ii ~i M 1 r Y ~ ~ ~ ~s ~ ~~ .,s ~ ~ ~~N ~ ~~~~ ~ M rr ~ ~ ~ ~ ` ~ « ~ ~ ^ ~ ~ ~ r ~ y A ~ y i ~ M + 8 ry y ~ O !>Trli' N NN S ~M ~~~Id h/ , M I 1 r1 ~ M ~ f ~+ ~ r M H ~~~ 1~ ^ .. /1 I.1 ~ ~ w s 1 ~ ~ ~ ~ Y ~ Vi=i ~~ ~ ~~ ~ V ~ ~ ~~ <. .x :~ : ~,~ n~^ Cj»o r ~, Y '~ » '~41w n r q ~~ N N N Y Y` • ' M 1 1 ~ $« ~ ~ s M M Y M YY 1 ~ r N ~1 w ~ s ~ ~ ~ r ~ wl /s ~ ~ M Y N S 1 ~ O ~ ' rl A ++ ~ O ~ r1 X M ! Y yy M ~ 2 m - is V ~ • ~ ~ • ~ PI ~ A ti P1~ ~Y'' ~1 Lw • 8 n ~ Y r ~/ • S yy M n~~ ~{ 0 ~ ~~ ~ 0 N8 ~ ~ o ~.~^H 7 O• ~ Y w O, i y ~ i YO MNN ~•i V Y •~ ~ ,~000CCC yy . M w ~ ;~~ ~O~w/v Plies YYII i re ~ _ • W `~ w ~ iiiS ! Y /O~ ~ 1 QQ ~/ • r r ~ r ~1 Y ~ ~ V 8 ~j ~ ~ i ~ ~~ {~ A~ W . 1 i '~ . APPRAISAL PROPERTIES - ESTATE OF ROBERT M. MUMMA PERRY, CUMBERLAND & DAUPHIN CO.s, PA. (PERRY CQUNTY) EXHIBIT NO ~~ I~NAR!'!S ~1-1 ~-c7 ESTATE 023179 ESTATE 079995 .., H~~.~~~. I N C O R Q O R A T D .-~ R~~~~flRS INDUSTRIAL REAL ESTATE AND APPRAISALS 213 PINE STREET, HARRISBURG, PENNS`(LVANIA 171 O1 ^ TELEPHONE 71 7!234-8C44 JAMES ;. HEL SEL THChtAS W. ,-~EL5EL --- JAMES L. HELSEL. ~R. January 29, 1987 AEN G. HE! SE! 7929-1969 ' George Hadley 241 Maia Street Suite 100 Buffalo, New York 14202 Dear Mr. Hadley: At your request we have made an appraisal of the Estate of Robert M. Mumma, of properties located in Cumberland, Dauphin and Perry Counties, Pennsylvania. The values shown have been arrived at after a careful study of their location, construction, zoning, potential income and .., expenses and sales in the general area, and we believe the conclusions to reflect a true measure of market value for the properties as of April 12, 1986, in accordance with data provided your appraiser and assuming they would be disposed of in an orderly manner over a reasonable period of time. Taking into account all of the factors set forth herein, it - is the opinion of the undersigned that the subject properties had market values as of April 12, 1986 as follows: ESTATE 023180 PERRY COUNTY Tax Map ~'s 28-5-29, 35, 36, 38, 53 ~ 71 Amity Hall Farm $1,000,000 Tax Map X28-6-15 Amity Hall Restaurant 230,000 Tax Map ~,E28-6-52, Noll Property 34,700 Tax Map ~k24-8-24, Dzomgold Quarry Site 23,000 Tax Map X20-7-150, Perry Rock Quarry 90,000 CUMBERLAND COUNTY Tax Map X47-19-1590-104, Pennsboro Center 1,500,000 Tax Map #12-20-1858-1, US 11/15, Lemoyne 1•]1,000 Tax Map #4Z-30-2110-1, Bumblebee Hollow Rd. 95,000 Tax Map X38-7-457-7, 7A ~ 7B' U.S. Rte. 11 6 Sample Bridge Rd. 532,000 Tax Map X47-20-1856-30, 30A ~ 30B, Hillcrest Rd. 557,000 Subtotal 4,172,700 Pennsylvania Association of Reactors National Association of Recctors Greater -iarrisburg 3oarC of Rectors American Institute of Real Estate Appraisers Society of Industrial Realtors Society of Real Estate Aopraisers Institute of Reol Estote Management ESTATE 079996 George Hadley January 29, 1987 Page -2- Tax Map ~'ZO-1856-37, 599 12th St. $ 500,000 Tax Map X12-20-1856-39, Lemoyne Sq. Off. Pk. 285,000 ~~12-20-1856-40 246,000 X12-20-1856-45B 355,000 DAUPHIN COUNTY Tax Map ~1-41-11, 1001 Paxton St. 1,150,000 Tax Map ~1-41-2 to 6; 1-48-20, 21, 22, 33-38, 40, 43, 44, Paxton, 9th, ~ Hemlock Sts. 1,400,000 Tax Map ~2-8-16, 8.00 Paxton St. 1,454,000 Tax Map ~2-8-17, 800A Paxton St. 500,000 Tax Map #2-8-18, 10th 6 Mulberry Sts. 260,000 Tax Map #14-41-30, Industrial Rd. Lucknow Iad. P'-. 122,000 Tax Map X63-43-47, Agnes Drive 81,500 Tax Map X63-24-112, UPS Drive 147,500 Tax Map X63-27-88, Rte. 441 6 Chambers Hill Rd. 224,000 Tax Map #63-24-7 ~ 68, 2550 Paxton St. 1,070,000 Taa Map X63-24-9, 2700 Paxton St. 1,300,000 Tax Map x'63-24-95, 1505 S. 19th St. 740,000 Tax Map X56-16-58, 56-16-101 & 24-8-21 Gingrich Farm 5 Hershey Pk. Dr. 565,000 Tax Map #56-16-57, Wagner Farm 380,000 'Tax Map X56-16-5 ~ 93, Fromme Property 27,000 'Tax Map #56-16-4, Carpenter Property 274,000 'Tax Map X56-16-100, Seitz Property 900 '.Tax Map #56-16-I1, Sassamaa Property 30,000 Tax Map X56-16-3, Walkup Property 120,000 Tax Map ,~56-17-49 to 53, Arthur St. 77,500 Tax Map #62-2-27 ~ 28, 5247-49 N. Front St. 23,000' TOTAL INDICATED MARKET VALUE - 15,505,100 ROBERT M. MUMMA ESTATE Employment in and compensation for making this appraisal are in no manner contingent upon the value reported and we certify that we have no financial interest in the property appraised, present or contemplated, or in any mortgage secured thereby. very truly yours, HELSEL, INCORPOR`AT,ED /~ ~~_ ~~JAMES L. HELSEL, M.A.I. ESTATE 023181 ESTATE 079997 .~, 1 TABLE OF CONTENTS VOLUME Z Page GENERAL INFORMATION 1-3 SCHEDULE OF ASSESSED VALUE AND PROPERTY TAXES - PERRY COUNTY 4 SCHEDULE OF ASSESSED VALUE AND PROPERTY TAXES - CUMBERLAND COUNTY 5 -:- SCHEDULE OF ASSESSED VALUE AND PROPERTY TAXES - DAUPHIN COUNTY 6 PERRY COUNTY TAX MAP #'s 28-5-29, 35, 36, 38, 53 ~ 71 Amity Hall Farm 7_12 TA% MAP PARCEL #28-6-15 -~~ Amity Hall Restaurant 13-16 -~ TAR MAP PARCEL #28-b-52 Noll Property. ~ ~ 17-19 TAR MAP PARCEL #24-8-24 Dromgold Quarry Site 20-21 TAX MAP PARCEL #20-7-150 Perry Rock Quarry 22-24 VOLUME II CUMBERLAND COUNTY TAX MAP PARCEL #47-19-1590-104 " Pennsboro Center 25-30 TAX MAP PARCEL iP12-20-1858-1 US 11/15, Lemoyne 31-32 TAX MAP PARCEL #42-30-2110-1 Bumblebee Hollow Road 33-37 TAX MAP #38-7-457-7, 7A b 7B U.S. Route 11 ~ Sample Bridge Road 38-41 TAX MAP PARCEL #20-1856-37 599 Twelfth Street (Fulton Bank Bldg.) 42-45 TAX MAP #47-20-1856-30, 30A 6 30B Hillcrest Road, Pennsboro Manor 46-48 TAX MAP PARCEL #12-20-1856-39, 412-20-1856-40 X12-20-1856-45B Lemoyne Square Office Park 49-51 ESTATE 023182 ESTATE 079998 VOLUME III DAUPHIN COUNTY Page TAX MAP PARCEL ~k1-41-11 1001 Paxton Street 52-55 TAX MAP ~1-41-2 TO 6 inclusive, 1-48-20, 21, 22, 33 TO 38 inclusive, 40, 43,44 829 Paxton St. & 901-22 S. Ninth St. ~ 906-16 & 919 Hemlock St. 56-60 TAX MAP ~2-8-16 800 Paxton Street 61-67 TAX MAP ~2-8-17 800A Paxton Street 61-67 TAX MAP ~k2-8-18 10th & Mulberry 68-71 TAX MAP X14-41-30 Industrial Rd., Lucknow Industrial Park 72-73 TAR MAP X63-43-47 Agnes Drive 74-75 TAX MAP X63-24-112 1833 UPS Drive 76-78 TAX MAP X63-27-88 . Rte. 441 ~ Chambers Hi11 Rd. 79-80 TAX MAP X63-24-7 & 68 2550 Paxton Street 81-88 TAX MAP X63-24-9 2700 Paxton Street 89-92 TAX MAP X63-24-95 1505 S. Nineteenth Street 93-96 TAX MAP #56-16-58, 56-16-101 ~ 24-8-21 Gingrich Farm & Hershey Park Drive 97-101 TAX MAP X56-16-57 Wagner Farm T02-103 TAR MAP ~'S6-16-5 ~ 93 - Fromme Property 104 TAX MAP ~k56-16-4 Carpenter Property 105 TAX MAP ~~56-16-100 Seitz Property 106 TAX MAP X56-16-11 Sassaman Property 107-108 TAX MAP X56-16-3 Walkup Property 109-110 TAX MAP #56-17-49 to 53 Arthur Street Properties 110 TAX MAP X62-2-27 6 28 5247-49 N. Front Street 111-112 ADDENDA: COMPARABLE SALES TAX MAPS PHOTOGRAPHS QUALIFICATIONS ~ LIMITING CONDITIONS ESTATE 023183 ESTATE 079999 -- AP~REt'iS~iL PROPq~x~ES ~=:.E~a:ATE:-,Vr .,~:~.~RL~N,D .,CO.iJ,i~FTY EXHIBIT N IY~ IUIRNS ~(-i~-c ~ ESTATE 023229 ESTATE 079938 TABLE OF CONTENTS VOLU`!E L GENERAL LYF03MA:i0:i SCHEDULE OF ASS-cSSED VALUE AND PROPERTY TAXES - PERRY COUNTY SCHEDULE OF ASSESSED VALUE AND PROPERTY TAXES - CUMBERLAND COUNTY SCHEDULE OF ASSESSED VALUE AND PROPERTY TAXES - DAUPHIN COUNTY PERRY COUNTY TA% MAP #'s 28-5-29, 35, 36, 38, 53 S 71 Amity Hall Farm 'T A% MAP FABCEL #ZS-b-IS Amity Ha1L Rastauraat ~rA% MAP FABCEL #28-6-52 No11 Property 'CA% MAP PARCEL #24-8-24 Dromgold Quarry Site TAX MAP PARCEL #ZO-7-150 Perry Rock Quarry VOLUME II CUMBERLAND COUNTY TA% MAP PARCEL X47-19-1590-104 Pennsboro Center TAR MAP PARCEL 112-20-185$-1 US 11/15, Lemoyne TAX :'.AP PARCEL X42-30-2110-I Bumblebee Hollow Road T,AX MAP X38-7-451-7, 7A b 7H U.S. Route 11 ~ Sample Bridge Road TAX MAP PARCEL 420-185b-37 599 Twelfth Street ~EultOn Bank Bldg.) TAX MAP X47-ZO-1856-30, 30A 6 30B HillcresC Road, Pennsboro Manor Tl~X MAP PARCEL ~I2-20-1856-39, X12-20-1856-40 X12-20-1856-45B Lemoyne Square Office Park Page 1-3 4 S 6 7-I2 I3-16 17-I9 20-2I 2z-24 25-30 31-32 33-37 38-4I 42-45 46-48 k9-51 ESTATE 023230 ESTATE 079939 .. _i VOLUME IZI DAUPHIN COUNTY TAX MAP PARCEL ~1-41-11 1001 Paxton Street TAX MAP ?~1-41-2 TO 6 inclusive, 1-48-Z0, Z1, 22, 33 TO 38 inclusive, 40, 43,44 829 Paxton St. ~ 901-22 S. Ninth St. ~ 90ti-16 ~ 919 Hemlock St. TAX MAP ~2-5-16 800 Paxton Street TAR MAP ~2-8-17 800A Paxton Street TAX MAP ~2-8-18 10th & Mulberry TAX MAP ~k14-41-30 Industrial Rd., Lucknow Industrial Park TAX MAP #63-43-47 Agnes Drive TAX MAP X63-24-112 1833 UPS Drive TAX MAP X63-27-88 Rte. 441 & Chambers Hill Rd. ' TAX MAP X63-24-7 6 68 2550 Paxton Street TAX MAP #63-24-9 27D0 Paxton Street TAX MAP X63-24-95 1505 S. Nineteenth Street TAR MAP X56-I6-58, 56-I6-101 & 24-8-21 Gingrich Farm ~ Hershey Park Drive TAX MAP X56-16-57 Wagner Farm TAX MAP #56-16-5 ~ 93 - Fromme Property TAX MAP #56-16-4 Carpenter Property TAX MAP X56-16-100 Seitz Property TAX MAP X56-16-11 Sassaman Property TAX MAP X56-16-3 Walkup Property TAX MAP X56-I7-49 to 53 Arthur Street Properties TAX MAP X62-2-27 & 28 5247-49 N. Front Street ADDENDA: COMPARABLE SALES --- TAX MAP S PHOTOGRAPHS QUALIFICATIOivS & LIMIiIVG CONDITIONS Page 52-55 56-60 61-67 61-61 68-71 72-73 74-75 76-78 79-80 81-88 89-92 93-96 97-10I 102-103 104 105 106 107-108 109-110 110 111-11~2~ ESTATE 079940 ESTATE 023231 APPRAISAL PROPERTIES - ESTATE OF ROBERT M. MUMMA DAUPHIN CO., PA. VOLUME III ~. EXHIBIT NO. M. KARt~S ~ ~- ESTATE 023286 ESTATE 079827 TABLE OF CONTENTS :r s~ VOLU`SE i Page GENERAL IYFOR:tATZON 1-3 SCHEDULE OF ASSESSED VALUE AND PROPERTY TAXES - PERRY COUNTY 4 SCHEDULE OF ASSESSED VALUE AND PROPERTY TAXES - CUMBERLAND COUNTY 5 SCHEDULE OF ASSESSED VALUE AND PROPERTY TAXES - DAUPHIN COUNTY 6 PERRY COUNTY TA% MAP #'s 28-5-29, 35, 36, 38, 53 8 71 Amity Hall Farm 7-12 TA% MAP PARCEL #28-6-15 Amity Hall Restaurant I3-16 TAx MAP PARCEL X28-6-52 Noll Property 17-19 'TAR MAP PARCEL #24-8-24 Dromgold Quarry Site 20-21 'TAX MAP PARCEL #20-7-150 Perry Rock Quarry 22-24 VOLUME II C;UMBERLAND COUNTY 'i'AX MAP PARCEL X47-19-1590-104 Pennsboro Center 25-30 T'AX MAP PARCEL f~ 12-20- 1 858- US 11/15, Lemoyne 31-32 TAY MAP PARCEL X42-30-2110-1 Bumblebee Hollow Road 33-37 TAX MAP X38-7-457-7, 7A S IB U.S. Route I1 & Sample Bridge Road 38-4I TAX MAP PARCEL X20-1856-37 599 Twelfth Street (Fulton Bank Bidg.) 42-45 TAX MAP f~47-20-1856-30, 30A 6 30B Hillcrest Road, Pennsboro Manor 46-48 TAX MAP PARCEL 112-20-1856-39, f~12-ZO-1856-40 #l2-20-1856-458 Lemoyne Square Office Park 49-51 ESTATE 023287 ESTATE 079828 VOLUME III DAUPHIN COUNTY Page TAX MAP PARCEL ?~'1-41-11 1001 Paxton Street 52-55 TAX MAP #1-41-2 TO 6 inclusive, 1-48-Z0, Z1, 22, 33 TO 38 inclusive, 40, 43,44 829 Paxton St. & 901-22 S. Ninth St. ~ 906-16 ~ 919 hemlock St. 56-60 TAX MAP #2-8-16 ~ 800 Paxton Street 61-67 TAX MAP #2-8-17 800A Paxton Street 61-67 TAR MAP #2-8-18 10th ~ Mulberry 68-71 TAX MAP #14-41-30 . Industrial Rd., Lucknow Industrial Park 72-73 TAX MAP #63-43-47 Agnes. Drive 74-75 TAR MAP #63-24-112 1833 UPS Drive 76-78 TAR MAP #63-27-88 Rte. 441 ~ Chambers Hill Rd. 79-80 TAX MAP #63-24-7 & 68 2550 Paxton Street 81-88 TAX MAP #63-24-9 2700 Paxton Street 89-92 TAR MAP #63-24-95 1505 S. Nineteenth Street 93-96 TAX MAP #56-16-58, 56-16-101 & 24-8-21 Gingrich Farm & Hershey Park Drive 97-101 TAX MAP #56-16-57 Wagner Farm 102-103 TAR MAP #56-16-5 & 93 - Fromme Property 104 TAR MAP #56-16-4 Carpenter Property 105 TAX MAP ~k56-16-100 Seitz Property 106 TAX MAP ~~56-16-11 Sassaman Property 107-108 TAX MAP #56-16-3 Walkup Property 109-110 TAX MAP #56-17-49 to 53 Arthur Street Properties 110 TAX MAP #62-2-27 & 28 5247-49 N. Front Street 111-112 ADDENDA: COMPARABLE SALES TAX MAPS PHOTOGRAPHS QUALIFICATIONS & LIMITING CONDITIONS ESTATE 079829 ESTATE 023288 '", 1 E R R A T A S H E E T 2 IN RE: IN RE ESTATE OF ROBERT M. MUMMA 3 CR: MARY M. KARNS 4 DEPOSITION OF: GEORGE W. HADLEY, JR. 5 TAKEN: TUESDAY, NOVEMBER 13, 2 007 - JOB NO.: 902525 6 DO NOT WRITE ON TRANSCRIPT - ENTER CHANGES HERE 7 PAGE # LINE # CHANGE REASON 8 9 ~/ ~~ 10 11 12 13 14 15 16 17 18 19 20 __ 21 22 Under penalty of perjury, I dec lare that I have read my deposition and that it is true and correct, subject to 23 s in form or substanc any chang e entered here. 2 4 25 j i ~`~ DATE : S ~~~ i ~ SIGNATURE OF DEPONENT : :.-~"" ~ - .~ ; " ~ .-- ~ ~ ~_ Esquire Deposition Services (215) 988-9191 ERRATA SHEET FOR THE TRANSCRIPT OF: Case Name: Dep. Date: Deponent: In Re: Estate of Robert Mumma November 13, 2007 George W. Hadley, Jr. CORRECTIONS: Pg. Ln. Now Reads Should Read ,~ ~_ ,~_ Reasons Therefore ~ ~, Jam: Signature o~f'OeRnnent eorge Hadley, Jr. Page 1 ~ IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY 2 ORPHANS' COURT DIVISION 3 CASE NO. 21-86-398 4 5 IN RE: ESTATE OF 6 ROBERT M. MUMMA, 7 Deceased. 8 ~ .: . J 9 10 11 DEPOSITION OF GEORGE W. HADLEY, JR. 12 13 Thursday, November 15, 2007 9:09 a.m. - 11:20 a.m. 14 15 2385 N.W. Executive Center Drive 16 Suite 120 Boca Raton, Florida 33431 17 18 19 Reported by: 20 Melodie P. Stafford, RPR, RMR 21 Notary Public, State of Florida Esquire Deposition Services 22 Boca Raton Office Job #213308 23 24 25 ESQUIRE DEPOSITION SERVICES, LLC. 215-488-9191 eorge Hadley, Jr. Pale 1 APPEARANCES: 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 -, ., G V 21 22 23 24 25 On behalf of Barbara McK Mumma and Lisa Morgan: BRADY L. GREEN, ESQUIRE MORGAN, LEWIS ~ BOCKIUS, LLP 1701 Market Street Philadelphia, Pennsylvania 19103 (215) 963-5079 ESQUIRE DEPOSITION SERVICES, LLC. 215-988-9191 eorge Hadley, Jr. Page 3 ~ 1 - - - 2 I N D E X 3 - - - 4 5 WITNESS: GEORGE W. HADLEY, JR. PAGE 6 Examination by Mr. Green 5 ' I 7 !, 8 I 9 - - - 10 E X H I B I T S 11 - - - ~ 12 i 13 NUMBER DESCRIPTION PAGE 14 Exhibit No. 1 Notice of Deposition 4 ' 15 16 17 18 19 20 21 22 23 24 25 ESQUIRE DEPOSITION SERVICES, LLC. 215-988-9191 eorge Hadley, Jr. P~~~ ~ ~ 1 2 P R O C E E D I N G S 3 Deposition taken before Melodie P. Stafford, 4 Registered Merit Reporter and Notary Public in and for 5 the State of Florida at Large, in the above cause. 6 - - - 7 MR. GREEN: We are now on the record. It is 8 shortly after nine o'clock on November 15th. ~ 9 I'm going to ask that the reporter mark as ~10 Exhibit 1 to today's deposition the Notice of the 11 deposition. 12 (Exhibit No. 1 was marked for 13 identification.) 14 MR. GREEN: I'd simply like the record to 15 note that we are here, that Mr. Hadley is here in 16 accordance with the Notice and prepared to answer 17 questions to be posed by any or all recipients of 18 the Notice or other parties in the proceeding, and 19 we will wait for a period of time to see whether 20 anyone shows up to ask any questions. 21 (A recess was taken.) 22 MR. GREEN: We are back on the record. It is 23 now shortly after, well, it's about ten minutes 24 after eleven. 25 The record should reflect that Mr. Hadley and ESQUIRE DEPOSITION SERVICES, LLC. 215-988-9191 eorge Hadley, Jr. Page 5 1 I have been here continuously since we were on the 2 record last and Mr. Hadley has been available for 3 questioning. II 4 Would you please swear the witness. 5 - - - I! 6 Thereupon, i 7 (GEORGE W. HADLEY, JR.) II 8 having been first duly sworn or affirmed, was examined ~ 9 and testified as follows: 10 THE WITNESS: Yes, ma'am. I 11 DIRECT EXAMTNATION 12 BY MR. GREEN: 13 Q. Mr. Hadley, you've appeared here today 14 pursuant to a request that you appear to give 15 deposition testimony? 16 A. Yes, sir. 17 Q. Is that correct? Are you here and willing to 18 remain here to answer questions in this deposition 19 through this afternoon if anyone chose to ask you such 20 questions? 2'1 A. YeS, S1r. 122 MR. GREEN: That's all the questions i have. '23 We are now, in light of the fact that no ore 24 has appeared this morning, nor did anyone appear 25 other than Mr. Ja cobs to ask questions at the ESQUIRE DEPOSITION SERVICES, LLC. 215-988-9191 eorge Hadley, Jr. Page 6 1 prior session of Mr. Hadley's deposition, 2 notwithstanding the Notice of both of the dates 3 Mr. Hadley is now going to leave the deposition, 4 as I understand it, and return to his home. 5 The Estate and Trusts regard their obligation 6 to produce Mr. Hadley for deposition testimony in '~ 7 accordance with his, with the Notice that was sent 8 and the orders of the Court in this proceeding to 9 have been satisfied. 10 Thank you. That's it. 11 (Time noted: 11:20 a.m.) 12 13 14 ~~ 15 16 17 18 19 20 21 22 23 24 25 ESQUIRE DEPOSITION SERVICES, LLC. 215-988-9191 eorge Hadley, Jr. Page 7 1 CERTIFICATE OF OATH 2 THE STATE OF FLORIDA 3 COUNTY OF PALM BEACH 4 5 6 I, the undersigned authority, certify that 7 George W. Hadley, Jr. personally appeared before me and 8 was duly sworn. 9 10 Dated this 19th day of November, 2007. 11 12 13 14 s ~~ ~ 15 ~ K f ~~.. _-~ ~ ___ V ~' . -- -- Melodie P. Stafford, RPR, 16 Notary F~ublic - State of Florida My Commission Expires: 5/29/10 17 My Commission DD 555045 18 Job #902526 19 20 21 III 2 2 23 24 25 ESQUIRE DEPOSITION SERVICES, LLC. 215-988-9191 eorge Hadley, Jr. Page $ 1 C E R T I F I C A T E 2 THE STATE OF FLORIDA 3 COUNTY OF PALM BEACH 4 5 I, Melodie P. Stafford, Registered Merit Reporter and Notary Public in and for the State of 6 Florida at Large, do hereby certify that I was authorized to and did report said deposition in 7 stenotype; and that the foregoing pages are a true and correct transcription of my shorthand notes of 8 said deposition. 9 I further certify that said deposition was taken at the time and place hereinabove set forth and 10 that the taking of said deposition was commenced and completed as hereinabove set out. 11 I further certify that I am not an attorney or 12 counsel of any of the parties, nor am I a relative or employee of any attorney or counsel of party connected 13 with the action, nor am I financially interested in the action. 14 The foregoing certification of this transcript 15 does not apply to any reproduction of the same by any means unless under the direct control and/or direction 16 of the certifying reporter. 17 Dated this 19th day of November, 2007. 18 19 ~_~ 21 ~ 1° fi ~ ~ `~~ ~ Ef' 1r ~~~~,J t ~ r --------- ~ ~~~~t ----- ~- ----- afford RPR, R 22 Melodie P. St , Job #902526 23 24 25 ESQUIRE DEPOSITION SERVICES, LLC. 215-988-'~ 191 eorge Hadley, Jr. Page 9 A action 8:13,13 affirmed 5:8 afternoon 5:19 and/or 8:15 answer 4:16 5:18 appear 5:14,24 APPEARANCES 2:1 appeared 5:13 5:24 7:7 apply 8:15 attorney 8:11,12 authority 7:6 authorized 8:6 available 5:2 a.m 1:13,13 6:11 - -__ B B 3:10 back 4:22 Barbara 2:2 BEACH 7:3 8:3 behalf 2:2 Boca 1:16,22 BOCKIUS 2:3 BRADY 2:3 __ ___ C C 4:1 8:1,1 CASE 1:3 cause 4:5 Center 1:15 CERTIFICATE 7:1 certification 8:14 certify 7:6 8:6,9 8:11 certifying 8:16 chose 5:19 commenced 8:10 Commission 7:16,17 COMMON i :1 completed 8:10 connected 8:12 continuously 5:1 control 8:15 correct 5:17 8:7 counsel 8: i 2,12 COUNTY 1:1 7:3 8:3 Court 1:1,2 6:8 CUMBERLAND 1:1 D D 3:2 4:1 Dated 7:10 8:17 dates 6:2 day 7:10 8:17 DD 7:17 Deceased 1:7 deposition 1:11 1:21 3:14 4:3 4:10,11 5:15 5:18 6:1,3,6 8:6,8,9,1 0 DESCRIPTION 3:13 direct 5:11 8:15 direction 8:15 DIVISION 1:2 Drive 1:15 duty 5:8 7:8 E -_ - - E 3:2,1 0 4:1,1 8:1,1 eleven 4:24 employee 8:12 Esquire 1:21 2:3 Estate 1:5 6:5 Examination 3:6 5:11 examined 5:8 Executive 1:15 Exhibit 3:14 4:10 4:12 Expires 7:16 F F 8:1 fact 5:23 financially 8:13 first 5:8 Florida 1:16,21 4:5 7:2,16 8:2 8:6 follows 5:9 foregoing 8:7,14 forth 8:9 further 8:9,11 G G 4:1 George 1:11 3:5 5:7 7;7 give 5:14 going 4:9 6:3 Green 2:3 3:6 4:7,14,22 5:12 5:22 H H3:10 Hadley 1:11 3:5 4:15,25 5:2,7 5:1 3 6:3,6 7:7 Hadley's 6:1 hereinabove 8:9 $:10 home 6:4 identification 4:13 interested 8:13 J Jacobs 5:25 Job 1:22 7:18 8:22 Jr 1:11 3:5 5:7 7:7 L L 2:3 Large 4:5 8:6 Leave 6:3 LEWiS 2:3 light 5:23 Lisa 2:2 LLP 2:3 M M 1:6 mark 4:9 marked 4:12 Market 2:4 ma'am 5:10 McK 2:2 means 8:15 Melodie 1:20 4:3 7:15 8:5,21 Merit 4:4 8:5 minutes 4:23 Morgan 2:2,3 morning 5:24 Mumma 1:6 2:2 N N 3:2 4:1 nine 4:8 Notary 1:21 4:4 7:16 8:5 note 4:15 noted 6:11 notes 8:7 Notice 3:14 4:10 4:16,18 6:2, 7 notwithstandi... 6:2 November 1:13 4:8 7:10 8:17 NUMBER 3:13 N.W 1:15 O 0 4:1 OATH 7:1 obligation 6:5 Office 1:22 orders 6:8 ORPHANS 1:2 o'clock 4:8 P P1:204:1,37:15 8:5,21 PAGE 3:5,13 pages 8:7 PALM 7:3 8:3 parties 4:18 8:12 party 8:12 Pennsylvania 2:4 period 4:19 personally 7:7 Philadelphia 2:4 place 8:9 PLEAS 1:1 please 5:4 posed 4:17 prepared 4:16 prior 6:1 proceeding 4:18 6:8 produce 6:6 Public i :21 4:4 7:16 8:5 pursuant 5:14 Q questioning 5:3 questions 4:17 4:20 5:18,20 5:22,25 R -- -_ R 4:1 8:1 Raton 1:16,22 recess 4:21 recipients 4:17 record 4:7,14,22 4:25 5:2 reflect 4:25 regard 6:5 Registered 4:4 8:5 relative 8:12 remain 5:18 report 8:6 Reported 1:19 reporter 4:4,9 8:5,16 reproduction 8:15 request 5:14 return 6:4 RMR 1:20 7:15 8:21 ROBERT 1:6 RPR 1:20 7:15 8:21 S S 3:10 4:1 satisfied 6:9 see 4:19 sent 6:7 Services 1:21 ESQUIRE DEPOSITION SERVICES, LLC. 215-988-9191 eorge Hadley, Jr. session 6:1 set 8:9,10 shorthand 8:7 shortly 4:8,23 shows 4:20 simply 4:14 sir 5: i 6,21 Stafford 1:20 4:3 7:15 8:5,21 State 1:21 4:5 7:2,1 6 8:2,5 stenotype 8:7 Street 2:4 Suite 1:16 swear 5:4 sworn 5:8 7:8 T T 3:1 0 8:1,1 taken 4:3,21 8:9 ten 4:23 testified 5:9 testimony 5:15 6:6 Thank 6:10 Thursday 1:13 time 4:19 6:11 8:9 today 5:13 today's 4:10 transcript 8:14 transcription 8:7 true 8:7 Trusts 6:5 U undersigned 7:6 understand 6:4 W '~1/ 1:11 3:5 5:7 7:7 wait 4:19 willing 5:17 ~roitness 3:5 5:4 5:10 X X 3:2,10 #2133081:22 #902526 7:18 8:22 1 1 3:14 4:10,12 11:201:13 6:11 1201:16 151:13 15th 4:8 1701 2:4 19th 7:10 8:17 19103 2:4 2 20071:137:10 8:17 21-86-3981:3 215 2:5 23851:15 3 __ __ - 33431 1:16 --- -- 4 -- 43:14 5 5 3:6 5/29110 7:16 555045 7:17 9 -- _ __ 9:091:13 963-5079 2:5 Pabe ( 0 ------, ESQUIRE DEPOSITION SERVICES, LLC. 215-988-9191 ORIGINAL EXHIBITS Marked at the Deposition of George W. Hadley, Jr. Taken on 11-15-2007 ~~ ~.., ~S~UIPE I a L I' t> ~~ I l' i ~} ~.' S ~ 11 ti" I C' is ., Job No: 213308 ESQUIRE DEPOSITION SERVICES, LLC NORTHEAST REGIONAL PRODUCTION CENTER FLORHAIVI PARK, NEW JERSEY IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY IN RE ESTATE OF ORPHANS' COURT DIVISION ROBERT M. MUMMA, Deceased. N0.21-86-398 NOTICE OF DEPOSITION UPON ORAL EXAMINATION To: Robert M. Mumma, II 840 Market Street, Suite 164 Lemoyne, PA 17043 and Box 58 Bowmansdale, PA 17008 and 6880 S.E. Harbor Circle Stuart, FL 34996-1968 Ralph A. Jacobs, Esquire 1818 Market Street, 33rd Floor Philadelphia, PA 19103 PLEASE TAKE NOTICE that George W. Hadley, Jr. will be presented for deposition in accordance with the Pennsylvania Rules of Civil Procedure and the Orders entered by the Court in the above-referenced action on March 26, 2007 and October 3, 2007, at Esquire Deposition Services, 2385 NW Executive Center Drive, Suite 120, Boca Raton, Florida 33431, on Tuesday, November 13, 2007 and Thursday, November 15, 2007, beginning at 9:00 a.m. The deposition will be conducted before an officer authorized by law to administer oaths. • II You are invited to attend and participate. Dated: November 1, 2007 ~dy L. Gr MORGAN, LEWIS BOCKNS LLP 1701 Market Street Philadelphia, PA 19103 215.963.5079 Attorney for Barbara McK. Mumma and Lisa M. Morgan . y CERTIFICATE OF SERVICE I, Brady L. Green, do hereby certify that on this 1st day of November, 2007, I served by overnight mail, email and first-class mail, postage prepaid, a true and correct copy of the foregoing Notice of Deposition Upon Oral Examination upon the following: Robert M. Mumma, II 840 Market Street, Suite 164 Lemoyne, PA 17043 and Box 58 Bowmansdale, PA 17008 and 6880 S.E. Harbor Circle Stuart, FL 34996-1968 Ralph A. Jacobs, Esquire 1818 Market Street, 33rd Floor Philadelphia, PA 19143 L. Green Page 136 f 1 C E R T I F I C A T E 2 3 THE STATE OF FLORIDA 4 COUNTY OF PALM BEACH 5 6 I hereby certify that I have read the 7 foregoing deposition by me given, and that the 8 statements contained herein are true and correct to the 9 best of my knowledge and belief, with the exception of 10 any corrections or notations made on the errata 11 sheet(s), if one(s) was/were executed. 12 13 Dated this ~ay of ` ~ , °'~ 14 ^i-$$7. 15 16 17 ~ /_ 18 --_ 19 GEORGE W. HAD Y, JR. 20 Job #902525 21 22 23 24 25 Esquire Deposition Services (215) 988-9191 CERTIFICATE OF SERVICE I, Melissa A. Scholly, an authorized agent of Martson Law Offices, hereby certify that a copy of the foregoing Praecipe to Make Depositions Part of the Record was served this date by depositing same in the Post Office at Carlisle, PA, first class mail, postage prepaid, addressed as follows: Mr. Robert M. Mumma, II BOX 58 Bowmansdale, PA 17008 Mr. Robert M. Mumma, II 6880 S.E. Harbor Circle Stuart, FL 34996-1968 Mr. Robert M. Mumma, II 840 Market Street, Suite 164 Lemoyne, PA 17043 Ralph A. Jacobs, Esquire JACOBS & ASSOCIATES, LLC 1515 Market Street, Suite 705 Philadelphia, PA 19102 (Attorney for Barbara Mann Mumma) Brady L. Green, Esquire MORGAN, LEWIS & BOCKIUS LLP 1701 Market Street Philadelphia, PA 19103-2921 (Attorney for Estate and Executrixes) Ms. Linda Mumma Roth S 12 Creekview Lane Mechanicsburg, PA 17055 Taylor P. Andrews, Esquire ANDREWS & JOHNSON 78 West Pomfret Street Carlisle, PA 17013 (Court-Appointed Auditor) MARTSON LAW OFFICES By~1~ ~. Melissa A. Scholly Ten East High Street Carlisle, PA 17013 (717) 243-3341 Date: March 26, 2008