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HomeMy WebLinkAbout04-01-08 (2)F.\F1LESlClients\Mumrrta 5844.1 (estate) 874\5844.I.Murrvna Estate\5844.1.398.pral • Geated: 9/20/04 0:06PM Revised- 3/31/08 11.39AM 5844. I 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 1N RE: Estate of Robert M. Mumma, NO. 21-86-398 Deceased ORPHAN'S COURT DNISION PRAECIPE TO MAKE DEPOSITIONS PART OF THE RECORD Please make the attached deposition transcripts of Barbara McKimmie Mumma taken on January 24, 2007 and November 14, 2007, part of the record in this matter. Respectfully Submitted, MARTSO~1 LAW OFFICES BY / /~L ~~ Gecxfge B. Faller, Jr., I.D. No. 49813 10 East High Street Carlisle, PA 17013 (717) 243-3341 Date: March 31, 2008 N j ~ ~ ~ ~? ._ - C ~ f..-. -- tom. .._~ ~_..y ~. Tt ~~_ - I _~_ ~ ~~ ~. ~ ~t./~. ~~ (-^~ ..r .r ;~ :_~ 1 1 ~ ~ L t ' ` , n C i t : . _ f ~ ~ ~~ ll V . N Attorneys for Barbara McK. Mumma and Lisa M. Morgan • F c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ~ INDEX TO TESTIMONY DEPONENT EXAMINATION PAGE 3 Barbara McK . Mumma By Mr . Mumma 12 ~ By Mr. Jacobs 144 i INDEX TO EXHIBITS NO. DESCRIPTION PAGE 1 Second Supplemental Responses of Barbara McK. 32 Mumma and Lisa M. Morgan 2 04/23/86 memo to File from Arthur Klein 62 3 Mumma Realty Associates Agreement Among 106 Tenants-In-Common 4 Appraisal of the Estate of Robert M. Mumma dtd 152 01/29/87 5 Memo to Robert M. Mumma from Karl E. Felmeden 166 6 11/29/84 memo to Robert M. Mumma from Karl E. 169 Felmeden 7 06/04/86 memo to File #23939-002from Ruth S. 169 Nonack 8 07/22/86 memo to File #23939-002 from Arthur L. i70 Klein 9 08/22/86 memo to File #23939-002 from Arthur L. 172 Klein 10 03/10/87 memo to File #23939-002 from Arthur L. 174 Klein • 3 c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 L MR. WIENER: My name is Eric Wiener; I am counsel of record. However, the record should reflect that 3 a Petition to Withdraw has been filed and hand-delivered to 1 Judge Oler. Mr. Mumma, Robert Mumma, II, has entered his ~ appearance pro se by filing a precipe to do so. > At this point, we're prepared to proceed with ' questioning. But Mr. Mumma, having been with this case for many, many years and having entered his appearance once ~ again pro se and he has been pro se, has a depth of knowledge regarding the questions and the follow-up questions which far exceed mine; so at this point, I'm requesting concurrence by Mr. Faller to have Mr. Mumma proceed with the questioning pro se. MR. FALLER: And I am objecting to that. Mr. Mumma has counsel of record, and that counsel of record is the one that needs to ask the questions. My understanding is you filed a Petition to Withdraw and that that was filed this morning. Mrs. Mumma was here at 8:30 for a 9:00 deposition. The petition was filed this morning, and if that was what wanted to occur, this deposition has been scheduled for roughly two months, something should have been done ahead of time to effectuate that. She's willing to be here. She is here. And if we can contact the Court and get Judge Oler to act on your . 4 E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ~' motion, we're next to the courthouse, so we're willing to go over and address that with Judge Oler. 3 MR. WIENER: Or we could do it by stipulation if E you're willing to do so. But let me put something else on > the record. At the last meeting with Taylor Andrews, I was not on the record and I was there really as an advisor to Mr . Mumma . Now, I see no difference why he can't, as a beneficiary and as prior pro se in this case and having a long history, shorten, be more effective and get this matter resolved in terms of the deposition rather than stretching it out while we have to confer on questions because he knows the follow-up questions based on the history of this case. And it would seem at this point, in addition, we had some issues that came up, frankly, because of the deponent and counsel calling me and saying they weren't going to be here in time; and as a result, certain preparation was aborted. And then while I received a call on my cell phone from Mr. Faller, that call I was unable to communicate with Mr. Mumma at that time. So valuable preparation time was lost as a result of the initial contact essentially aborting the deposition which has been scheduled for today that Mr. Mumma was under the advice that that wasn't going to ~ 5 L C E E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 -I occur. MR. MUMMA: I would like to add something. MR. FALLER: Wait. This is a deposition of Mrs. Mumma, and she's to be questioned by counsel. If we're not going to be questioned by counsel, let's go talk with Judge Oler and figure out what we need to do. MR. MITMMA: I want to put on the record that when this deposition was scheduled in front of Taylor Andrews, I was representing myself pro se; Mr. Wiener was not part of the case at that time, he had not entered an appearance, and there was no objection at that time by anyone to my having this deposition today. In fact, you agreed to it at that time. You agreed to this deposition today at that time while I was pro se. You made no objection whatsoever about my having this deposition. MR. FALLER: I'm not going to respond to any factual statements. Mr. Mumma is not under oath. I'm not under oath. Mr. Wiener is not under oath. I think we have an attorney that's on the record and if there are differences that have arisen, we need to go over, call the judge and get Judge Oler to resolve it. And I'm happy to do that. MR. ML7MMA: Tha t's fine. MR. JACOBS: We have no position on this issue, ~ 9 E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 and I thinl~: getting the guidance of the Court at the earliest opportunity makes sense for all concerned. Just to clarify things, I gather, George, that you are objecting to Mr. Mumma proceeding pro se in the deposition? I heard you say -- MR. FALLER: Objecting to him proceeding pro se because he's not pro se; he has counsel of record. MR. JACOBS: I appreciate that procedural point, and I understand that you said that you received a Petition to Withdraw only this morning, as did I. I understand that's the 11th hour. I'm just wondering is your objection only procedural that he is not yet formally counsel, or are you going to make a substantive objection to him becoming counsel? I just want to understand. MR. FALLER: I don't follow you. MR. JACOBS: If and when we get to before Judge Oler shortly, are you merely going to say Mr. Mumma is not yet pro se so he shouldn't be able to ask the questions, or are you going to say to the Court he should not be allowed to proceed pro se? I'm just wondering what the issue is that we're going to address in a few minutes with Judge Oler. MR. FALLER: If there are irreconcilable differences, then he should be able to withdraw. But I ~ 7 E i c 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 believe Mr. Wiener is also counsel of record ire at least probably six or seven other matters, and I'm just curious and would raise with the Judge is this irreconcilable difference not applied to those things. And they can discuss that, and I don't know. So we're not -- why don't we just call Judge Oler and get in, he will put it on the record, and we can do it in front of him instead of doing it here with just us. That makes sense to me. MR. WIENER: I would suggest that you call him right from here on the speaker phone. However, if he's not available, perhaps we can proceed with Mr. Jacobs asking some questions that he has so that we get that done. MR. FALLER: He's certainly entitled to ask questions as counsel. I have no objection to that. MR. JACOBS: Let's get this major issue resolved. (Attorney Faller placing a call to Judge Oler's Chambers.) MR. FALLER: Can everybody hear if I talk this loud? SECRETARY RUTH: Judge Oler's office. MR. FALLER: Ruth? SECRETARY RUTH: Yes. MR. FALLER: Hi. This is George Faller. I've • b F F c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 L got in the Mumma case a petition for Eric Weiner to withdraw as counsel this morning. 3 SECRETARY RUTH: Yes. That was taken over to l Judge Guido because Judge Oler didn't have time to deal i with it. And I don't know if Judge Guido did anything with > it or not because he is also in argument court. MR. WEINER: Judge Guido's law clerk met me in the hall, and he realized that Judge Guido has no standing under this caption. He is the judge in the High-Spec case. So when I left, Judge Oler's law clerk was bringing that petition back to Judge Guido's chambers. SECRETARY RUTH: Oh. Well, I hadn't seen anything yet. I don't know where it stands. I can go find him and find out what he did with it. MR. FALLER: If you could check, we have a witness here that drove up from Florida and we can't do anything until the judge gives us some guidance. SECRETARY RUTH: Okay. MR. FALLER: Okay. We will be at my office. If you want, I'll give you the number. SECRETARY RUTH: Okay. MR. FALLER: It's 243-3341. SECRETARY RUTH: Okay. MR. FALLER: Thank you, Ruth. SECRETARY RUTH: Bye. a F c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ~ MR. WIENER: It was indicated by Judge Oler's secretary that the petition which I filed and served on her 3 was forwarded to Judge Guido's law clerk and office. It ~ also should be noted that I met him in the hallway and i advised him that Judge Guido was not involved in anything but the High-Spec matters. He agreed, and he was bringing that petition back to Judge Oler's Chambers. That was the last I knew until we spoke with the judge's secretary who was uncertain as to where that petition was at this moment. MR. FALLER: Well, I don't have an objection if Mr. Jacobs has questions to ask. If Mr. Wiener feels that he can ethically go forward with the deposition with the Petition to Withdraw pending and not ruled upon, I'm fine with going ahead. MR. JACOBS: Mr. Mumma, what's your preference on that? MR. MUNIMA: I scheduled this deposition. Taylor Andrews agreed to have this deposition. Mr. Faller agreed to this date for my deposition, this deposition scheduled by me, and now all of a sudden he doesn't want to do it. My position is that I have no problems with you going ahead, and that's fine. MR. JACOBS: Can we take a two-minute break so I can confer with my client? Then we'll hopefully :Hake some 0 F c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ~ progress. '- (A brief recess was taken.) MR. WIENER: This is Eric Wiener. We went l during a break to Judge Oler's Chambers and stipulated to > an Order whereby Mr. Mumma is pro se and I have been removed from the case as counsel of record. And Mr. Mumma is prepared to go forward with the depositions that have been previously scheduled. Let the record reflect two things; number one, that I was here at 8:30 this morning, so I was not late for this deposition, if there was an inference as such. MR. FALLER: No. MR. WIENER: Secondly, Mr. Mumma was also here timely. Third, Mr. Mumma has requested to have a legal assistant not do any of the questioning but be available and sit here and not to pass the ball back and forth. I think it's a legitimate and legally correct position, and I am willing to cooperate with that procedure. And at this point, I think Mr. Faller has to put his position on that on the record of where we go from here. MR. FALLER: And my position was there was a Petition to Withdraw as counsel filed that cited irreconcilable differences between Mr. Wiener and Mr . Mumma . 11 F c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ~ My consent to granting that petition was because there was irreconcilable differences. If he is going to be 3 pro se, I consented to the withdraw of Mr. Wiener on the l basis that he's going to be pro se and not have counsel i here. MR. MUN~IA: I'd like to put on the record that at the deposition of George Hadley in this matter in Buffalo, New York, both James West and Chad Bogar attended. Chad Bogar had not put his appearance in in any of the matters but he was there to assist me and there were no objections at that time. It's the procedure that we have used in the past, have been able to use in the past, and I believe this is another red herring put forth by Mr. Faller. I would also like to put on the record that after this deposition had been scheduled, Mr. Faller scheduled an argument in front of the Court for 10:30 this morning without any notification to us and further effort apparently to interfere with the conduct of this deposition. MR. FALLER: I'm not going to respond. I'm here to take her deposition. MR. WIENER: And you are willing to let me sit here with a muzzle on? MR. FALLER: No. I told you that my consent to 2 E i 8 c 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 withdraw was based on the fact that if he's pro se, he's pro se. And if there is an irreconcilable difference, which is the basis for the withdrawal, it's not proper for you to be here. MR. WIENER: There is, as we have agreed and filed, an irreconcilable difference for me to represent Mr. Mumma in this case. However, that doesn't mean that I am unable to offer advice to him off the record as to legal positions without being counsel in this case. MR. MT_TMMA: Or the proper way to conduct a deposition so that I get it correct. But I'm ready to proceed. MR. WIENER: May I have a short conference outside here with Mr. Mumma? MR. FALLER: Sure. That's fine. (A brief recess was taken.) BARBARA McKIMMIE MUMMA, called as a witness, being duly sworn, was examined and testified as follows: BY MR. MITMMA: EXAMINATION Q. Would you please state your name? A. Barbara McKimmie Mumma . Q. And where do you live? A. In Florida. Q. Where in Florida? 9 E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 13 A. Delray Beach. Q. Can you give a precise mailing address or street address? A. 4333 North Ocean Boulevard. Q. And how long have you lived there? A. About nine years. Q. And is that your official residence? A. Um-hum. Q. So you're a Florida resident? A. Yes. Q. Is there anything that would impair your giving complete and accurate testimony today? A. I don't understand what you're asking. Q. Is there any medication or anything that you're on that would impair your ability to give full and complete answers? A. I don't think so. I'm on medication, but I don't think it would affect any answers. Q. Okay. I was told I had to ask that. I want to go back and just making a statement so you understand the nature of the questions that are coming. I want to go back and develop the history of your relationship with Walter Mumma, and I'd like to start by when did you first meet Walter Mumma? A. What does that have to do with this? E E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 ?_ 5 26 • • 14 MR. FALLER: We're here to be deposed about her duties as executrix. I mean, can we limit the questions to those things, please? MR. MUNIMA: This is directly related to that in that the largest single asset of the estate was stock of a Pennsylvania corporation, Pennsylvania Supply Company. Pennsylvania Supply Company was founded by Walter Mumma. And one of the big issues is where did the stock of Pennsylvania Supply Company go and what she knows from the early days of her familiarity of this. MR. FALLER: Well, her husband died in 1986, and the service as executrix began about then. I can't imagine how anything that far beyond this is relevant. We need to focus on the duties of the executrix, marshalling assets, whether the payment of things was proper, not something that happened 30 years ago, 40 years ago. MR. MITMMA: It's more than 30 years ago, I believe. MR. FALLER: Let's focus on her duties as executrix. That's what we're here for. MR. JACOBS: Did you need to take a break for a second? THE DEPONENT: Yes. (A brief recess was taken.) c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 15 MR. FALLER: I thin}: there was a question about what was your relationship to Walter Mumma. I think that was asked. (The reporter read from the record as requested.) MR. FALLER: Who was Walter Mumma? MR. MIJMMA: Excuse me. This is my deposition. I will ask the questions. MR. FALLER: I'm allowed -- never mind. Go ahead. MR. MUNIMA: You want to ask your questions first? I'll be glad to let you go first if you like, sir. MR. FALLER: Go ahead. BY MR. MUMMA: Q. Who was Walter Mumma? A. He was my husband's father. Q. And when did you first meet him? A. I think it was probably in July of '43. I can't give you an exact date. Just '43. Q. That's fine. And after you were married to Robert Mumma, did you ever reside at Walter Mumma's house? A. For a short time while our house was being built. Q. And where was that house being built? A. On Radnor Street in Harrisburg. • 16 E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ~ Q. '- A. 3 Q• E A. > Q. time? And who was Walter Mumm And did she She was not Do you know Ju 1 i a F . Mumma ? a's wife. reside with you? there at the time I was there. were Julia and Walter married at the A. Yes. Q. And do you know how long they were married? A. No. Q. Who was Bing? A. Julia's son. Q. Who was Isabel Mumma? A. That was Walter's first wife and Bob Mumma's mother. Q. When is the last time you saw Isabel Mumma? A. I can't give you a date, but right before she died. Q. And where was that? A. In Somerset. Q. Where? A. Somerset. Q. Did you meet her in Somerset? A. She was living there. Q. Somerset, Pennsylvania? A. I believe it was Pennsylvania. G E i 8 c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 17 Q. Had you ever been to her apartment? A. Yes; once. Q. Just once? A. Yes. Q. Was there anything unique about it? A. No. Q. Do you remember what it overlooked? A. No. Q. Do you remember if she was a baseball fan? A. I didn't know her that well. I lived one place and she had been married again and I didn't have a very close relationship with her. Q. Do you remember meeting with her in February of 1962? Yes, 1962. A. I can't give you an answer to that because I'm not sure. Q. You have no recollection of it? Do you remember in February of 1962 a trip to the Hotchkiss School? A. I did make a trip to the Hotchkiss School, but I don't remember the date or anything else. Q. Do you remember taking a trip to Isabel Mumma's apartment? A. Yes. Q. From the Hotchkiss School? A. I don't remember whether it was from the L E i 8 0 J 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 18 • • Hotchkiss School or not. Q. Was I with you the last time you saw Isabel? A. I don't remember. Q. Was your husband with you? A. I would think so because I wouldn't have been driving. So I'm not sure. Q. Would it refresh your memory ir. any way if I said that you drove to Hotchkiss or flew to Poughkeepsie, New York, rented a car and picked me up at Hotchkiss and then drove to Wellsville, New York? MR. FALLER: Object to the form. THE DEPONENT: I don't remember. B Y MR . MLTMMA Q. You don't have any recollection of that? A. No. I honestly don't. Q. But you did see her shortly before she died? A. No. I'm not sure. Q. But you saw her at her house or her residence? A. Yes. Q. Was it a house or an apartment? A. It was an apartment. Q. And you believe the apartment was in Somerset, Pennsylvania? A. That's my recollection, but I'm not sure. That might have been just an address I used to send her cards c c E i 8 0 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 19 and things and I don't remember. And I'm sure it was Somerset. Q. How long would you say that last visit was? How long did it take? A. I have no idea. It would have been an overnight visit, I'm sure. But I wouldn't have stayed with her. Q. You wouldn't have stayed with her? A. Uh-uh. MR. FALLER: Without interrupting, or I do want to interrupt briefly. I want to object to the relevance of these questions. I've let them be asked. Mrs. Mumma is going to be here all day to answer questions. But if you want to use your time asking these -- I am not going to control the deposition, but I'm just putting a continuing objection as to any relevance as to her administration of the estate or the objections that Mr. Mumma has filed and just ask for a continuing objection along that line. BY MR. MUMMA: Q. And do you recall if there was a baseball field that her apartment overlooked? A. I don't recall that. Q. And you believe you were only at that apartment one time? A. Only once. 20 E E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ~ Q. Did you ever meet her husband, Mr. -- I believe his name was Goodman? 3 A. Yes, but not at her apartment. ~ Q. Where did you meet him? ~ A. In Harrisburg. Q. And do you ever recall a trip to visit him and Isabel at their house? A. I don't remember him ever being at the house when I visited Isabel. Q. Do you recall when Julia -- or let me back up. Do you recall when Isabel was divorced from Walter? A. I wasn't even around when she was divorced from Walter. Q. Okay. What about Julia? A. They were separated. I don't know if they were divorced or not. I don't remember if he was divorced. They just separated. Q. Do you think they were ever divorced? A. Yes. Q. Do you have any idea when that was? A. No. Q. If I said 1953, would that -- A. It doesn't ring a bell because she was living in Florida at the time. I didn't really have any -- not that I didn't have any interest in it, but I was not involved in • 21 any way. G E c 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Q. Did you ever visit her house? A. No. Q. You were never in her house in Pearl Gables? A. No. Q. Did you ever have dinner with her at the Tammy Ammi Hotel? A. I don't remember. Q. Did you ever visit her with me? A. I don't remember ever visiting her -- you talking about Julia? Q. Yes. A. I don't ever remember visiting her with you. Q. You have no recollection of going with Walter and Dad and me to her house in Pearl Gables and having dinner together at the Tammy Ammi Hotel in Florida? A. I honestly don't remember. Q. You don't remember their getting papers signed? A. No. I don't think there were any papers signed. Q. Was that, the divorce between Julia and Walter, amicable? A. I honestly don't know because I didn't know Julia that well and I wasn't too involved with it. I think it probably was, but I'm not sure. Q. I made the statement earlier -- and I thin}: this 2 f c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ~ is correct -- was Pennsylvania Supply Company the largest single asset owned by Robert Mumma? 3 MR. FALLER: Object to the form. ~ BY MR. MUNINIA: > Q. The stock of Pennsylvania Supply Company. > MR. FALLER: Object to the form. Go ahead. You can answer. THE DEPONENT: Pennsylvania Supply Company? BY MR . MUNIMA : Q. Yes. A. I honestly can't tell you. Q. Well, what was the largest single asset of the estate? A. I can't tell you offhand. Q. Do you know who the founders of Pennsylvania Supply Company were? A. I know -- I think I know of three of them. Bert Swett -- Q. Who was Bert Swett? A. He was one of the owners. He was out of Allentown. I think he was involved with Allentown Cement. Q. Allentown Cement? A. I think that's who he was involved with. I don't know. Q. You mean Lehigh Cement? c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 w i G '' 3 A. Yeah, maybe. He was from Allentown; that's what '. I meant to say. s Q. Anyone else? A. John Bowen. Q. And who was John Bowen? A. I think he was the president or vice-president of the company. Q. Of Lehigh Cement? A. I can't answer that. I don't remember. Q. You don't know whether he was with Lehigh or not? A. I don't know. I can't answer that for sure. Q. Did. you ever meet John Bowen? A. Yes. Q. Where did you meet John? A. I met him in Harrisburg. He came down; I met him when he was down in Harrisburg. Q. Did John Bowen smoke a pipe? A. I have no idea. Q. Do you know who Mr. Winslow was? A. That name doesn't sound familiar to me. Did he have a first name? Q. That's a good question. It's just J.E. Winslow. A. I can't answer that. MR. FALLER: I don't think he wants you to c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 24 _ guess, so don't guess. And I don't want you to guess, and '. I don't think_ anybody wants you to guess. If you can remember, tell him. BY MR. MUMMA: Q. What is your understanding of, if you have any, of the origination of Pennsylvania Supply Company? A. It would only be hearsay. Q. Well, it's just what your understanding of it is. That's all I want to know. A. I can't tell you because I wasn't involved. I wasn't even in Harrisburg. I wasn't involved at the time. Q. Your husband ever said this is how this company started or -- A. Well, I know it started with Pappy and John Bowen and Bert Swett, was my understanding. Q. Do you know whether Isabel Mumma had any, was an original shareholder? A. Yes, because I think we bought her stock. Q. You bought her stock? A. I think that was the way it went. Q. Do you know when that happened? A. No. Q. When you say we bought her stock -- A. Well, I didn't buy it. My husband would have bought it. F c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • u 25 Q. And what leads you to believe that's what '. happened? A. I don't really know what made me believe that, '~ but I'm quite sure it happened. ~ Q. Why are you quite sure it happened? A. I just remember that somewhere along the line he bought Izzy's stock. Q. And where would you go to prove that to someone? A. Well, I guess I'd have to go to a couple of warehouses. Q. Where would those warehouses be? A. I have no -- oh, the warehouses? Well, I have several warehouses in Florida. Q. Where's the warehouse in Florida? A. I'm not sure that it's Delray Boca, but it's close by. Q. Close by to where? A. To me, in Florida. Q. And it's a warehouse? A. Yeah. Q. And what's stored in there? A. Maybe you don't call it a warehouse; storage. Mostly my possessions. Q. Do you believe that the -- well, what would you be looking for in that warehouse to prove that your E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 26 _ husband, my father, bought his mother's share of Pennsy '. Supply, Pennsylvania Supply Company? A. I can't answer that because I would have to go back and look. Q. Go back and look for what? A. Go through some, find some boxes or something. I'm not going to answer that because I'm not sure. Q. Well, what would you be looking for in the boxes? MR. FALLER: Asked and answered. You asked her. She said she thought there were some documents there; she said she didn't know what they were. MR. MLTMMA: I'm asking what is the nature of what she would be looking for. MR. FALLER: .And she said she didn't know. THE DEPONENT: You're trying to find out about the stock, I'm assuming. BY MR. MUMMA: Q. My question is, what would you use to prove that my father bought his mother's five shares of stock? A. Well, I know it happened. Q. How do you kncw that? A. Because I do. Q. Were you there? A. I know that he paid her for it. E E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • ?7 - Q. How much did he pay her? '. A. I have no idea. I wasn't involved in his business transactions. Q. How do you know that he paid her for it? A. I just know. He told me he paid her for it, and I know she was paid. Q. How would you prove she was paid for it? A. Well, I probably have to go through maybe six years of documents. Somewhere along it has to be paid because it would have been a transfer. Q. But you have those documents? A. I don't know what I have altogether. I haven't gone through those documents in years. Q. But you have all the Pennsylvania Supply Company documents? A. I cannot tell you that. Q. Well, let's talk about what documents you do have. A. I don't know what I have. I have not gone through th em. Q. Where ar e they located again? In Florida? A. Some of them in Florida; some are here, I thin}:. Q. When you say here, where is here? A. I think there might be some here - - I'm not sure. I'm not going to answer that because I 'm not sure. ~ 20 c 1C 11 lc l~ 14 15 16 17 18 19 20 21 22 23 24 25 1 They might not all be here. I know they're not all here. ~ Q. And these are Pennsylvania Supply Company 3 documents? ~ A. I don't know. They are some of your father's ~ documents; that's all I can tell you. ~ Q. Well, you are aware of Pennsylvania Supply ' Company, correct? A. Yes. ~ Q. And one of the assets of the estate was the stock that my father purportedly owned at the time of his death in Pennsylvania Supply Company. MR. FALLER: Object to the form. B Y MR . ML]MMA Q. Is that correct? A. I think so. Q. Wasn't that the majority of the value of the estate? A. I can't answer that offhand. Q. Well, how much was the estate valued at? A. I can't answer that to be sure. I can't answer that. Q. You have no idea what tre value of the estate was? A. I'm not going to answer it because I' m not sure. Q. well, how would you find out what the value of • 29 the estate was? A. Well, we had taxes to pay. Q. And do you have any idea what the range of the E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 value was? A. No, because you' re going back 20 some years. Q. What's the estat e worth now? A. Offhand I c an't tell you. Q. You have no idea what it's worth today? A. Not really. Q. Do you know what the current assets of the estate are? A. I have a list of them. 4. Where is that list? A. In my safe deposit box, I guess. Q. Where is your safe deposit box? MR. FALLER: Don't guess. THE DEPONENT: We11, I have them somewhere. BY MR. MUMMA: 4. And where is your safe deposit box? A. Well, I have them in Florida. I have them here. Q. Where in Florida? A. The bank. Q. Which bank? A. I'm not sure. I just canceled a couple of boxes, and I'm trying to think. At Bank of America I think E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 30 _ I have a safe deposit box. That might have been one I ' canceled. I have a box at Fulton. Q. In Camp Hill? ~ A. Yes. There is a box at Fulton. ~ MS. BARBARA MANN MLTMMA: Fulton doesn't have an office in Camp Hill. THE DEPONENT: It's in Lemoyne. MR . MLTMMA : Thank you . B Y MR . MtTMMA Q. And these are estate boxes? A. I think one is an estate box. Q. So the records of Pennsylvania Supply Company you believe is in one of these estate safety deposit boxes? MR. FALLER: Object to the form. That's not what she said. I think she said she may have a list of assets of the estate. MR. MLTMM~: You're correct. B Y MR . MUNIMA : Q. Where would I go to find the records of Pennsylvania Supply Company? MR. FALLER: And I think she asked and answered that saying she didn't know. B Y MR . MUMNIA ; Q. Well, I'd like to clarify that. Before she said that she would go and look for documents ir. a warehouse in • 31 Florida. Now, is she saying she has -- are you saying you have no idea where the records of Pennsylvania Supply E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Company are? A. I don't know where they are exactly. Q. Who would know? A. I don't know. Q. Well, if it became important to find those, are you saying you wouldn't be able to find them? A. I wouldn't say I wouldn't be able to; I'd have to look. It would probably take me a year. Q. Where would you look? A. I would have to think about it. Q. Well, why don't we think about it because I'd like to know where these records are. Let me ask you another question. Has Brady Green ever told you that I• have asked for the location of these records? MR. FALLER: Object to the form. You're asking now for attorney/client information. MR. MLT~~MA: I'm not asking for any information. I'm asking if he relayed a message that I was looking for the stock books of Pennsylvania Supply Company. MR. FALLER: You've asked what her attorney has communicated. MR. MUNIMA: I don't think that's covered by the attorney/client privi7_ege. c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ! • 32 - MR. JACOBS: I think in fairness, if I ' understand his question, he's not asking about privileged communications. He's asking essentially, he's asking the client did the attorney relay a discovery request to you. I think that's the substance of his question. I don't think he's trying to get at confidential information. So with that clarification. MR. FALLER: With that clarification you can answer. Have you been related a discovery request that somebody was looking for documents from Pennsy Supply Company? MR. MLTMMA: No; Pennsylvania Supply Company. MR. FALLER: Pennsylvania Supply Company. THE DEPONENT: I honestly don't remember. When was that supposed to have happened? BY MR. MUMMA: Q. Within the last two years. A. I don't remember. Q. Well, I want to show you something which -- I'm sorry. They faxed this over to me so I don't have copies cf it. MR.. FALLER: Why don't we -- I'll go make copies. (A brief recess was taken.) (Kim Mumma Exhibit No. 1 was marked.; • • L E i c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 33 BY MR. MUMMA: Q. If you want to review that, you can. I just am curious as to whether or not you've seen it. A. (Perusing document.) (Deponent conferring with Attorney Faller outside of deposition room.) THE DEPONENT: I've seen some of this information but not in its entirety. BY MR . MUMNIA Q. Did Mr. Faller in any way coach you for that answer? A. No. I told him that I had seen some but not in this form or in this entirety. Q. So you haven't seen that document before? A. Not as presented here. Q. Would you look on the second page of that document? Would you read this line, tell me what that says? A. Second Supplemental Responses of Barbara McKimmie Mumma and Lisa M. Morgan to Discovery served by Robert M. Mumma. Q. But you had no part and no participation in preparing this? MR. FALLER: Objection. I don't think she said that. She said she's never seen it in this form. • 34 BY MR. MUMMA: Q. Did you participate in preparation of this E c 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 dccument? A. I don't remember right now. I probably did. Q. The date of the document is November 20th, 2006. A. (Perusing document.) MR. FALLER: Was that a question? MR. MLJMMA: I asked her if she participated in the participation of this. MR. FALLER: She answered that, and then you said the date is November 20th, 2006. MR. MUMMA: She said she didn't remember. MR. FALLER: But then I thought you asked her if the document was dated November 20th, 2006. MR. MUMMA: I think she's looking at it again to see if that date two months ago, if this is something she may presently remember. THE DEPONENT: I don't remember replying to any of this. BY MR. MUI~'IA: Q. Okay. Did anybcdy ask you to sign a verification of that document? MR. FALLER: Let the record reflect the witness is showing that it's verified by Lisa Morgan. MR. MLTNTMA: That wasn't the question. The E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 35 question was, was she as}:ed to sign a verification. '- THE DEPONENT: Not that I know of, and it's not 3 here. B Y MR . MLTMMA Q. Okay. But you agree that's represented to be your answers? A. Well, I'm not saying I didn't -- I'm not saying I didn't give answers to it. I'm saying I didn't sign a verification. Q. I'm trying to find out -- see, it says Supplemental Responses of Barbara McKimmie Mumma, but you didn't verify this. I am trying to determine if somebody else made these responses and never showed them to you and never asked you to verify it. MR. FALLER: Wait for a question. BY MR. MUMMA: Q• Are these your responses, and were they shown to you before they were delivered to us, and were you asked to verify them? MR. FALLER: Object to the form. That's fi}"IYPP questions. BY MR. MUNIMA: Q. Are these your responses? MR. FALLER: And let the record reflect it says they're her responses. c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 36 - MR. MUMMA: It says that, but I'm asking her if, '. indeed, she participated in preparing these. MR. FALLER: And I think she did answer that. MR. MUMMA: Which I believe is no. THE DEPONENT: I didn't say no. BY MR. MUMMA: Q. You said you hadn't seen it before. A. Not in its entirety. MR. FALLER: But she also said she believes she may have supplied information. MR. MUMMA: I never heard her say that. THE DEPONENT: Yes, I did. MR. FALLER: I'm paraphrasing. I'm sorry. Ask another question, and we'll keep going. BY MR. MUMMA: Q. Well, there were questions, interrogatories, and you were asked to respond to each of these interrogatories? A. Um-hum. Q. Now, we can go through response by response. Did you participate in preparing response number 2? It's not whether it's correct or incorrect; it's just did somebody come to you and ask you to respond to this question? A. I'm trying to remember. MR. FALLER: Do you remember? 1C 11 1L 13 14 15 16 17 18 19 20 21 22 23 24 25 • 37 ~ THE DEPONENT: Well, I know that Taylor Andrews rings a bell. 3 MR. FALLER: No. He's asking -- ~ MR. MUNII~IA: Excuse me. She was starting to i answer the question. ~ MR. FALLER: Right. But he's -- MR. MUMMA: You're interrupting her. THE DEPONENT: He can do that. ~ BY MR . MUMNIA : Q. She's answering the question. We're focused on response number 2, to question number 2. And the question is, did someone ask you to respond to that question? A. I have to think about this. Q. Just response number 2 at this time. MR. FALLER: Do you remember somebody asking you that or don't you? THE DEPONENT: Some of this looks familiar. This looks familiar. Well, in other words, you're saying to this question but you're not saying all of this was on the same? BY MR. MUMMA: Q. No. I'm just asking you response by response. You said you -- my understanding was -- correct me if I'm wrong -- that you thought that you had replied or given information for part of these. And I'm just trying to E c c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 38 determine which ones they asked you to respond to and you gave them a response. A. Well, offhand I don't remember. Q. Who do you think would have asked you? A. Maybe somebody from Morgan -- I'm not sure. Q. When's the last time you talked to someone from Morgan and Lewis? A. I might have talked to Jack O'Connor, but not concerning this. That was on a personal basis nothing to do with this. Q. And how long ago was that? A. I'm not quite sure. Q. More than a month ago? A. It was a personal problem. It had nothing to do with this. Q. I don't want to know what it's about. I just want to know when was the last time. A. I'll have to look at my telephone bill and I can tell you. Q. Do you think it was more than a month ago? A. Yes. Q. More than two months ago? A. I'm not going to tell you because I'm not sure. Q. Where were you during the month of November? A Basically I was in Florida. E E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 39 Q. Would you look on page 2 under High-Spec? A. Um-hum. Q. Is the information contained in that answer accurate? A. Which answer? Q. The answer under High-Spec. A. What year is this? Oh, wait a minute. I see. I can't answer that. I'm not sure. Q. So you don't know whether this is accurate or not? MR. FALLER: That's what she said, and you know as well as I do that there's a judgment in Florida regarding High-Spec. MR. MUMMA: That wasn't any part of my question. MR. FALLER: I know. But you're asking her and she answered it and you asked it again because you didn't like the answer. MR. MUMMA: I thought the answer was fine. She said she doesn't know anything about this response. MR. FALLER: But you as}:ed the question again. MR. MUMMA: I just wanted to clarify that her answer was she doesn't knew anything about it. THE DEPONENT: On the one question. BY MR. MUMMA; Q. Let's go down to Bobali Corporation. E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 40 MR. FALLER: I'm sorry. Which page is that one on? MR. MUMMA: It's on page 2. THE DEPONENT: It's here at the bottom. BY MR. MUMMA: Q. Do you believe that the answers given there are correct? A. I'm not sure. Q. Okay. Do you know, are you familiar with a company named Middle Park, Inc.? A. I'm familiar with it. Q. What was Middle Park, Inc.? A. It's a Colorado company, corporation. I'm not quite sure. I think it was -- I'm not going to answer that because I'm not quite sure. Q. You don't know what it was? A. I think it involved real estate, but I'm not sure. Q. Do you know if it had any subsidiaries? A. No, I don't know. Q. Do you know if Middle Park, Inc. ever merged with Bobali Corporation? A. I'm not sure. Q. Do you know if Middle Park, Inc. owned the E1 Monte Hotel? 1( 1] 1L l~ 14 15 16 17 18 19 20 21 22 23 24 25 41 • • 1 A. Yes, I believe so. Q. Do you know how Middle Park, Inc. was owned? 3 ~ A. Not offhand, no. ~ Q. Were you ever an owner of Middle Park, Inc.? ~ A. You're going back so ma ny years, I don't ~ remember . Q. Do you own any of Middl e Park, Inc. now? ~ A. I don't know because it could have merged. I'm not sure. Q. Did you ever file papers with the Colorado Department of State claiming Middle Park merged? A. I'm not, sure. I'd have -- you're going back. What year are you talking about? Q. 1987. A. I'd have to go back and look at my records. Q. And where would you find those records? A. I'm not sure of that either, but I would have records. Q. You have records? A. I say I should have records. Q. You should have records? A. Yes. Q. But you don't know at this point where you would go to find those? 1C 11 lc 1., 14 15 16 17 18 19 20 21 22 23 24 25 • • 42 1 A. No. I could go maybe five different places. ~ Q. Five different places? 3 A. Or maybe more. I'm not going to give you a ~ definite answer there. ~ Q. Well, I think I deserve a definite answer. ~ A. Well, I was going to say seven. ' Q. Let's go back to that. How many safety deposit boxes do you have, have you leased presently? ~ MR. FALLER: Wait. For the estate? MR. MUMMA: How many -- MR. FALLER: I don't think you're entitled to get into her personal stuff. I mean, we're here about the estate. I'm trying to give you some latitude, but we are here abo ut the estate. MR. MUMMA: I want to know how many boxes she has leased in her name or the estate. MR. FALLER: She will answer on behalf of the estate. And if you want to know on behalf of her personall y, you're going to have to take that up with Judge Oler. I've given you a lot of latitude, but we need to focus. It's going on 11:30. We need to focus on the estate issues. I think you've done that with the verification, but we're nct going to start getting afield. MR. MUNIMA: I'm not afield. ( 1] 1L l~ 19 15 16 17 18 19 20 21 22 23 24 25 • • 43 1 Would you please stop instructing her? You're 2 interfering with her answers. 3 THE DEPONENT: No, he's not. ~ MR. WIENER: You were getting ready to say ~ something, and he cut you off. ~ MR. FALLER: She's here to answer your ~ questions. Ask her a question. MR. MUNIMA: How many safety deposit boxes has ~ she leased? MR. FALLER: And I'm objecting and telling her not to answer on her own personal behalf. We're here about the estate. I will allow her to answer on behalf of the estate what safety deposit boxes they have, if any. B Y MR . MUNIMA ; Q. Well, are there separate boxes that you keep only estate documents in? A. There's one box. Q. Where is that box located? A. That's in Fulton Bank. Q. In Lemoyne? A. Yes. Q. That's the only box? A. To my knowledge. Q• Well, earlier you said that there was a box in Florida that you would go to to find Pennsylvania Supply 1C 11 lc 1? 14 15 16 17 18 19 20 21 22 23 24 25 • 44 1 Company documents to determine whether or not your husband, ? whose estate this is, ever bought Isabel's stock. Do you 3 remember that? ~ A. I remember saying that. ~ Q. So there must be Pennsylvania Supply Company ~ documents in that box. ' A. No. There wouldn't be. Q• Well, there's clearly documents related to my ~ dad's estate in that box. MR. FALLER: Object to the form. I think she corrected that and said she didn't know where she would look, in a number of different places. But I don't think, you know -- BY MR . MiJMMA ; Q. Are there any assets of my father's in any other boxes than the one at the Fulton Bank? A. Not that I know of, no. Q. No other documents, no other assets of his in any other safety deposit box? MR. FALLER: Object. Asked and answered. THE DEPONENT: Most all of his assets came to me. MR. MUMMA; That's not true. MR. FALLER: Wait. Stop. We're not here to argue. Just let him ask you questions. E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 45 _ BY MR . MIJhII~IA : '- Q. Is it your opinion that the terms of his will 3 left all of his assets to you? ~ MR. FALLER: Objection. Don't answer now. > You're asking her for a legal opinion, and that's not what she's here for. MR. MtJMMA: I didn't ask her for a legal opinion. I asked her for a personal opinion of the terms of my father's will that's she's administering. BY MR. MUMMA: Q. I'll ask the question again. Is it your opinion that all of my father's assets were left to you under the terms of his will? MR. FALLER: Objection. You're asking hPr fnr a legal opinion. MR. MUMMA: She can still answer my question. MR. JACOBS: If I could interrupt for a second. As I understand it, Mr. Mumma, you're asking what her understanding is in her role as executrix, you're not asking for a legal opinion. Maybe if you ask her what her understanding is in her role as executrix, you can get what you're looking for. MR. MUMNIA: I'm asking her for her personal interpretation, not what your lawyers have told you. When you read that will, is it your belief that c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 46 everything was left to you? MR. FALLER: Same objection. Go ahead. THE DEPONENT: Yes. B Y MR . MtIMMA Q. Are you aware -- well, how many -- what was the purpose -- I'm not even going to go into that. That's enough. Excuse me. So if there were stock certificates for Pennsylvania Supply Company that Dad owned, it's your opinion that they would become your stock certificates? MR. FALLER: Object to the form. THE DEPONENT: May I speak to you outside? MR. FALLER: Yes. MR. MU1~4MA: Let's let her answer the question, if she can. (Deponent meeting with Attorney Faller outside of deposition room.) MR. FALLER: Before she answers that question, she -- tell him what you told me about the trust. MR. MtTMMA: I didn't ask that question. You'll have a chance to ask questions later on. Don't interrupt my train of thought, please. MR. FALLER: Well, I'm not trying to interrupt, but she just answered your question that it was her understanding that she owns it and then leans over to me 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 47 and talks about the two trusts. I mean, what am I supposed to do? He left it all in two trusts. B Y" MR . M[JMNIA Q. Do you want to correct your answer? A. What was my answer? You've got me so confused. (A brief recess was taken.) MR. FALLER: Tell him what you told me. He asked you if you wanted to change your answer in any respect. THE DEPONENT: Yes, I do. Everything was left to me during my lifetime, the income during my lifetime with a five-percent withdrawal after the income. I forget what I was going to tell him. And there's another trust, residual trust, that I get the income from, I think. MR. MLTMMA: Can we go back to the question before they decided to amend her answer? (The reporter read from the record as requested.) B Y MR . MIJMMA : Q. Do you believe that you were entitled -- let me change the question. Do you believe that any stock certificates of Pennsylvania Supply Company that were craned by my father would have become your stock certificates? A. I don't know what I believe. Q. Well, in your_ administration of the estate, how 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 48 did you handle the Pennsylvania Supply Company stock certificates? A. I can't answer that right now. I'd have to go back and look, see. Q. Where would you go to go back and look? A. Just in some of my notes. Q. Where do you keep your notes? A. It depends. Q. Well, the particular notes that we're discussing. A. I'm not sure. They could be in Harrisburg, they could be in Florida. Q. Could they be in a safety deposit box in Florida? A. Maybe storage box, maybe safety deposit box. I'm not sure right offhand. Q. So where is the safety deposit box in Florida? A. Bank of America. Q. Which branch? A. I can't tell you that. Q. You don't know where you go to the bank? A. Yeah. But they have branches on every corner. Q. Well, what's the address? A. I think there's one in Boca that I've had boxes. There's one in Delray. L 4 s 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 49 Q. Would you go to the one in Boca or the one in Delray? A. I'm not going to things all over. I mean, I If something needs to be to going that direction, I put down and look. Q. So you commingle personal? answer that because I have don't have any specific place. ken for safety reasons, if I'm it in that box. I have to go corporate documents with your MR. FALLER: Object to the form. BY MR. MU MMA: Q. I'm asking a question. Do you commingle in your boxes personal documents with corporate documents? A. I look at the -- I'd have to check that. Q. How would you check that? A. Go look in the box. Q. Which boxes would you look at? A. I can't give you the numbers right now. I have a box in Bank of America. I have a box in Fulton. I have a box -- I don't think I have one in -- Wachovia. I might have a bo x in Wachovia in Florida. I'm not sure. Q. Who pays the box rental fees? A. I do, all except for the one for the esta te here in Fulton Bank. The estate pays that box. Q. Do you have any boxes at Dauphin Deposit Trust • 50 L C E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 now known as M&T? '. A. I think all my boxes -- I don't think I have any boxes at Dauphin now. Q. How many boxes did you have at Dauphin? A. I can't tell you. Q. Was it more than one? A. Yes. Q. Was it more than two? A. Yes. Q. More than three? A. I'm not sure. Q. And which branch were they at? A. Oh, one was -- I think I have -- oh, golly. You know that little white, out by the county home? Q. Paxton Street. A. Yeah. I had a box there, but I think that was in my mother's name, so maybe co-owned so that I could take care of her affairs. MR. FALLER: I'm going to object again based on none of this is relevant. It's her personal things. I'm afraid we're going to run into time constraints. I wculd like to try to get done today. And if we focus on the issues with the estate, we might be able to do that. And just for planning, how much time do you think you. will need? And I'm not going to obviously hold • 51 1 L 4 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 you to anything. MR. MLTMMA: I'd like to make a comment that you are taking my time to do this scheduling. N1R. JACOBS: I certainly might have an hour or two. I appreciate that you're not holding me to it. It may be substantially more depending on -- I hope it isn't, but just to give you a feel for what we might need. MR. FALLER: Well, then, I would like to focus on the things that are relevant to the estate. MR. MUMMA: We can stop this line of questioning right now if you agree to provide us with a list of all safety deposit boxes or warehouse locations where any of the records of any of the assets of the estate may be located. MR. FALLER: Assets of the estate, yes, and I think we've given that to you. MR. MUNIMA: Apparently they're commingled. MR. FALLER: I don't think that's the case. If you point to any -- well, let me -- MR. MUMMA: Read the testimony. Will you agree to do that? If you'll agree to do that, I'll stop this. MR. FALLER: File a request with ,Tudge Oler cr Taylor; and if they think it's something we should provide in addition to what we provided, we'll provide it. MR. MUNII~IA: Otherwise I'll just continue along • 52 E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 _ this line of questioning. '- MR. FALLER: Then I'm going to object ar:d start to object based on the fact that it's not likely to lead to l relevant evidence because I want to get to the issues that > we're here about. MR. MLJMMA: This is the issue we're here about, the estate. We are asking, I am seeking these documents. I have been trying to get the Pennsylvania Supply Company documents for 17 years, and all I get is, they don't exist anywhere. Now we find out they've been secreted in safety deposit boxes or warehouses in Florida and in different jurisdictions, and I want to know where those are. I happen to be the vice-president of Pennsylvania Supply Company, a director of the corporation and a shareholder. And I have every right in the world to see those documents. MR. FALLER: That was litigated long ago when that company was sold. MR. MUNIMA: The company was never sold. BY MR. MLIMMA: Q. Let's ask that question: Was Pennsylvania Supply Company ever scld to any other entity? MR. FALLER: If you know. THE DEPONENT: I'm not going to answer that. 1 53 L E i E c 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 I'm sure of the answer, but I'm not going to answer it. BY MR . MLJMMA Q. You're refusing to answer? A. Yeah, because I'm not 100 percent sure. Q. You don't know -- are you saying that you do not know whether Pennsylvania Supply Company was ever sold to anyone else? A. I'm not going to answer that. Q. Well, have you ever seen a stock certificate for Pennsylvania Supply Company? A. I probably have. Q. To the best of your knowledge, have you ever seen a stock certificate for Pennsylvania Supply Company? A. I'm going to say I'm not sure. Q. What makes you believe that my father owned any shares of Pennsylvania Supply Company? A. Because that's the original company you're talking about that Pappy started. Q. Pappy's company and Isabel's company? A. Yeah. Is that what you want me to answer? Q. What makes you believe -- what's the basis fcr your belief that Dad owned any stock in that company? A. Because John Bowen came down; he was a single man, had no family and wasn't well, and I was there when he met with your father at Pennsy Supply and sold your father E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • u 54 his stock and at whatever he paid for it years and years '. ago. He practically gave it to him. And I know Bert Swett, he got stock from Bert Swett. MR. FALLER: And, again, we're talking of things that were 40 or 50 years ago. That's not relevant to this. MR. MUNINIA: It is relevant. THE DEPONENT: No, it's not. It's takincr inn a lot of time. MR. JACOBS: Let's just ask questions and get answers. MR. FALLER: Okay. Ask another question. I apologize. I shouldn't do that. BY MR. MUMMA: Q. Have you ever seen any certificates of Pennsylvania Supply Company stock issued to Dad? MR. FALLER: I'm going to object to the form and tell her not to answer. It's not likely to lead to something relevant. MR. MUMMA: You're telling her not to answer? MR. FALLER: Correct. MR. MUNIMA: I would like to call the Judge and ask him for directions on this. Let's do it right now. MR. FALLER: You're free to. The phcne -- MR. MUN]MA: It's your objection. Either instruct her to answer or we'll go up and talk to Judge 55 E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 _ Oler right now. '- THE DEPONENT: He's at lunch. MR. FALLER: Just ask another question and -- MR. MUMMA: No. I'm asking that question. Has she ever seen a stock certificate of Pennsylvania Supply Company made out to my father? MS. BARBARA MANN MUMMA: What's it matter? MR. JACOBS: Actually it's their evidentiary issue. MR. FALLER: It's quarter to 12. Why don't we take a break for lunch. MR. MLTMMA: I want an answer to this question. MR. FALLER: And I've objected and told her not to answer, and you're free to ask another question or we can break for lunch now. I don't care; either one. BY MR. MUMMA: Q. Did you file an inventory of assets of the estate with the IRS? A. Anything that's supposed to be done has been done. We have good attorneys and a good CPA man. Q. My question is, did you file an inventory with the IRS? A. I'm not going to answer that. MR. FALLER: I think she did answer it. MR. MUNII~IA: Are you instructing her not to • 56 L E answer it? MR. FALLER: No. I think: she did answer it. To the best of her knowledge, the attorneys have done everything that was required. MR. MUMMA: I'm asking whether she filed that inventory. MR. FALLER: You asked that, and she answered c 1C 11 12 1~3 14 15 16 17 18 19 20 21 22 23 24 25 it. MR. JACOBS: Are you asking her if she personally did it or -- MR. MUNII~IA: She's executrix of the estate. Did she, as executrix, file an inventory of estate assets with the Internal Revenue Service? MR. JACOBS: The confusion is, are you asking her whether she did it personally as opposed to having other professionals do it? MR. MUMMA: No. I'm saying did she sign that inventory. THE DEPONENT: I'd have to go back and check. I have signed a number of things. BY MR . MTJMMA Q. Do you have any idea what the assets of the estate are? A. At this point? Q. At that point in time. Did you know what the ~ 5~ 1 9 E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 assets of the estate were back in 1986 when you were appointed executrix? A. I probably did at that time. I can't tell you right now. Q. My question to you is, how did you determine they were assets of the estate? A. I didn't determine. We had attorneys do the things for us, and Joe Chadley did some stuff for us. Everything was done; T's were crossed and I's were dotted. Q. How do you know that? A. Well, I had very competent attorneys that I don't think were going to give us bad information. Q. Are you certain of that? A. I'm not going to answer that. Q. Which attorneys were you relying on to give you this correct information? A. Well, some from Morgan, Lewis & Bockius; some from Bill Boswell, Karl Felmeden. I think he was there too. All those people are dead. Q. Well, let's talk about Bill Boswell. Did he represent the estate? A. Not the estate. The estate was represented by Morgan, Lewis & Bockius because your father had engaged them. Q. So Mr. Boswell didn't file anything on behalf of 9 C E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 58 the estate? A. I don't know, and I'm not going to answer that. I have to -- MR. FALLER: If you don't know -- B Y MR . MLJMMA 4. My question is, did he represent the estate? A. I'm not going to answer. MR. FALLER: You already did answer, and you said you didn't know. And then you said you don't know, you're not going to answer it. If he asks you a question and you don't know, you can say you don't know, and that is your answer. And I'm not instructing the witness, but you don't have to say I don't know, I'm not going to answer. If -- an appropriate answer is I don't know. BY MR. MUNII~IA: Q. My question, well, further question would be, what efforts did you make to verify that the assets reported by the attorneys were, indeed, legitimate assets of the estate? A. Well, I depended on the attorneys. I depended on, basically depended on the attorneys. Q. Well, if the attorney said, yes, we have 600 shares of stock that Dad owned, would you have said -- did you ask them to see those stock certificates? E c 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 59 MR. FALLER: Object to the form. THE DEPONENT: You're going back so many years. I can't answer that. B Y MR . ML7NIMA Q. Do you remember seeing any of my father's stock certificates? A. I can't answer that because offhand I'd have to think about it. Q. Do you remember seeing any stock certificates before you filed the inventory? A. I'll have to go back and check. I'm not going to answer something that's 17 or 20 years old. Q. Well, do you remember signing the inventory that was filed? A. Offhand I'm not going to answer that .either. MR. FALLER: Off -- Mrs. Mumma, if you can't remember, tell him that. You keep saying you can't answer or won't answer. I'm not sure which it is. And I'm not trying to -- but if you don't remember something that was 20 years ago, just say you don't remember. THE DEPONENT: That's right. Offhand I don't remember. BY MR. MITMMA: Q. Do you recall ever seeing a Pennsylvania Supply Company stock book? L 4 C E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 60 A. I don't remember. Q. Do you remember going into safety deposit box 3332 at the Dauphin Deposit Bank and Trust Company on April tre 23rd, 1986? A. April the 23rd? Q. Yes. A. Was I with you or -- MR. FALLER: Wait. He's asking you. THE DEPONENT: Well, I'm trying -- well, with the date -- I know that I went in and I gave you a set of keys to a box you opened jointly with your father. B Y MR . MUl~IA Q. You gave me a set of keys? A. Your father had a set of keys that he had a box jointly with you. I don't know what you had in it. I don't know. Q. Do you remember a meeting with Jack O'Connor on April the 22nd of 1986? A. I can't tell you on a date. You're aoina hark too many years. Q. Were you ever instructed by Jack O'Connor or Arthur Klein that it would be illegal to enter such a box without a representative from the Department of Revenue? It's my question. MR. FALLER: Okay. I want to object to the 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 61 form. I think the people you're referring to are, were her lawyers. MR. MUNIMA: I'm just asking if she ever recalls that instruction. MR. FALLER: You're asking for attorney/client information, at least my understanding is. I'm not sure what the -- MR. MITMMA: I'm asking her if her attorneys ever instructed her that it would be illegal to enter a safety deposit box without a representative of the Department of Revenue. MR. FALLER: And I've objected saying that you're asking for something that's privileged. MR. JACOBS: Just to clarify on the privilege issue, I think as a general rule, legal advice given the executrix in her capacity as executrix as opposed to in some adversary matter is not necessarily privileged vis-a-vis beneficiaries. And so, for example, there's document discovery that we received in this proceeding that includes lawyers memos including some of the issues that she's been questioned about. So you may not know about that; but in fairness, I think maybe your client is taking the position that some of these matters are not privileged. For example, I'm looking at an April 23rd, 1986 L E i a 0 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 '' 5 G • • 62 memorandum Bates numbered MLB03273 about a -- MR. FALLER: The same -- MR. JACOBS: About the safe deposit issue. So I just -- you may not be aware of it, George, so I just wanted to -- MR. FALLER; So it's been produced in writing? MR. JACOBS: It's not the exact question he's asked her, but it's the safe deposit issue. MR. FALLER: Okay. BY MR. MUMMA: Q. Do you recall being advised by Morgan, Lewis & Bockius on April 22nd that it would be illegal for you to enter the safety deposit box without a representative of the Pennsylvania Department of Revenue present? A. I don't remember. MR. FALLER: I just -- this will help speed things along. I don't know the document -- MR. JACOBS: I know this exact topic, if I can help. MR. FALLER: Thank you. MR. MLTMMA: It's paragraph -- should we mark th1S? (Kim Mumma Exhibit No. 2 was marked.) (Deponent perusing document.) MR. FALLER: Does that refresh your memory? E 7 8 0 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 63 THE DEPONENT: Can we go outside? MR. MLTMMA: No. I asked her a simple question. MR. FALLER: 6ae11, and she answered that question. Now you are asking her to review a document to see if it refreshes her memory. I think that's what Mr. Jacobs was asking. MR. JACOBS: I wasn't asking. I was just presenting a document that I thought was relevant that might help speed things along. (Deponent meeting with Attorney Faller outside of deposition room.) MR. JACOBS: Just to make clear, the document dated April 23, 1986 memo, the first page of which is Bates number MLB03273 was one of a number of documents that the estate, or it's actually the Morgan Lewis law. firm produced to all of us in discovery, just to make clear. MS. BARBARA MANN MUNIMA: In other words, I want to make sure you know how that document came into my possession. It's because MLB, when I sent Ralph to review their files, that's how we got this document. It was not given to me by any family member. It came -- THE DEPONENT: I didn't say it was. MS. BARBARA MANN MUI~IA: No. I just wanted to be clear because I sent my attorney to MLB, and he found it in discovery. • • 64 THE DEPONENT: So what are you asking now? L c E i 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 BY MR. MUMMA: Q. Let me ask it this way: Do you believe that that paragraph is accurate? A. Which one? Q. Paragraph 5. Do you believe you were given that advice from Morgan Lewis? A. (Perusing document.) I have to stop and think here. I know we went into the joint box. I was with you, and I gave you the keys after you and I looked in the joint box that you had with your dad. I don't remember what was in it. Q. And I'm not going to dwell on that because you've already been deposed on that. A. Okay. Q. My question i~s, on the 23rd of April according to the bank's records, you and I went into a safety deposit box at Dauphin Deposit Bank; there was nobody there from the Department of Revenue. A. There was an official from the bank that too k_ care of that with the IRS, I was told, that went with us. Q. But do you believe that you did that after being told the day before by your attorneys that such an act would be illegal? A. I dcn't remember ever being told that. L 9 E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 65 Q. Thank you. MR. FALLER: It's 12:05. Is this a good time to eat? (A lunch recess was taken.) BY MR. MUMMA: Q. Over lunch period, did you have time to think about any of your previous answers, and do you want to augment any of those answers? A. I don't think so. I don't know. Q. Any other recollections? A. I don't have a copy of what's going on. Q. You've seen this before. I'd like to refer you to paragraph 1, sentence here -- MR. JACOBS: I'm sorry. This is Exhibit 2? MR. MUMMA: Exhibit 2, yes. BY MR. MLJMNIA: Q. If you would read that sentence into the record. MR. FALLER: He wants you to read this sentence right here. BY MR. MUI~IA: Q. Put it in the record. A. Kim said that the relationship between her husband and Bill Boswell had become strained and she wanted MLB -- pardon me. I skipped a line. Wait a minute. Kim said the relationship between her husband and Bill Boswell 66 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 ~~ 23 24 25 had become strained and she wanted MLB to handle everything. Kim told us that Karl Felmeden, the accountant for the family business, who had several telephone conferences with ALK -- that's Klein, right? Q. Right. A. Arthur Klein -- about Mr. Mumma's tax planning, strongly recommended that ML&B be the only firm involved. Q. Thank you. Do you recall making that statement? A. Well, let's see. I probably did make that because I know I didn't want Boswell. He was talking all over town about your father's estate. Q. Did you ever have any conversations with Don Stabler about the estate? A. Don Stabler? Q. Don Stabler. A. I honestly don't know, don't remember. Q. Don Stabler ever seek to buy Pennsy Supply? A. He wanted to buy a piece of property that belonged to Pennsy Supply, and I don't remember what property. We weren't selling. Q. Did Frank Simon ever inquire about the estate? A. Not that I recall. Q. Did Paul Shannon ever inquire about the estate? A. Who's Paul Shannon? Is he with the bank? Q. Yes. 9 E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 67 A. Not that I know of, remember. Q. Who recommended the Martson Law Firm to ycu, this law firm that's representing ycu today? A. I honestly don't remember. Is it in there? I don't know. I didn't get a chance to read that. Q. I'm just going to see if I can find something in here. Paragraph 3, the first sentence, if you'd read that into the record. A. Lisa said that her father-in-law was a judge in Dauphin County and had a friend, Bill Martson, a lawyer in Carlisle who would be able to arrange for a private conference with the Register of Wills. Q. Does that refresh your memory of how this firm -- A. May I just finish this? Q. Sure. A. (Perusing document.) That's fine. Now, what did you ask me? Q. Does that refresh your memory as to why this firm was hired? A. Yes. Q. Because they were getting special treatment in Carlisle? MR. FALLER: Objection. That's not -- THE DEPONENT: That's not it. S E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 %' 2 23 24 25 • • 68 BY MR. MUMMM2A: Q. Was that the intention? A. No. The intention was the newspapers. Q. Was the intention to hire a firm that could get special treatment -- A. No. Q. -- at the Register of Wills office? A. Not that I -- I don't remember anything like that. Q. Is there anything significant about -- well, who is Lisa Morgan's father-in-law? A. Judge Morgan. Q. Judge Warren Morgan? A. Yes. Q. Have you ever discussed the estate with him? A. Never. Q. Never? A. Never. He's never even asked me any questions about the estate. Q. Who referred or how did Ron Katzman become involved with the estate? A. I honestly don't know. Q. Well, who recommended Ren Katzman? A. I don't remember. I knew Ron Katzman, I knew him socially, not very well, but socially. He beler.ged to 9 E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 69 our church. And how somebody recommended him I don't remember. Q. Was he at all familiar with ar.y of these corporations? A. I don't know. I don't remember. Q. Do you know if he had ever represented Dad? A. Not to my knowledge. Q. Did you know a Lee Shipman? A. The name sounds familiar, but I can't place him. Is it a man or woman? Q. F. Lee Shipman, a man. A. I don't recall. Who was he? Q. Did you ever hire Ron Katzman to represent High-Spec, Inc.? A. Ron Katzman? Q. Yes. A. I don't remember doing that. Q. Have you ever seen a stock certificate for High-Spec, Inc.? MR. FALLER: Object to the form, and we're now getting away from the objections that have been raised. That's the subject of a separate suit; it has nothing to do with the administration of the estate. And we need to get to the questions about the administration. B Y MR . MUNIMA L C E s 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 70 Q. Do you contend that the estate owns stock in High-Spec, Inc.? MR. FALLER: Object to the form. Don't answer. MR. MUMMA: Let's call the judge. If you're instructing her not to answer, let's call the judge. MR. FALLER: You're free to call the judge. My client is here. She's ready to answer questions about the objections that you filed about the estate. Whatever with High-Spec has been the subject of litigation in my understanding in Florida for 14 years, and it's not relevant to the objections that you have filed regarding the estate. MR. MUI~IA: Let's call. MR. FALLER: The phone is there. You may use it. Do you know the number? I'll get it for you. (Mr. Mumma placing call to Judge Oler's Chambers.) B Y MR . MtJMMA Q. Do you have any knowledge of Walter Mumma's will? A. Not really. Q. Do you know if Dad received any stock through Walter's will? A. I really don't know. Q. Did you receive anything through Walter's will? 4 5 6 7 a 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 71 A. I think that it was a share of stock, but I don't think it came from Walter. Q. A share of stock in what? A. One of the companies. I don't have it here with me. Q. Were you familiar with Highspire Sand & Gravel, Limited? A. I knew that they had it, and I knew where the quarry was. Q. Where was the quarry? A. I believe it was Steelton. Q. Do you know who owned the Silver Springs Quarry? A. I don't know whose name it was in. I assume it was one of your father's companies. Q. Do you know how they came to own the Silver Springs Quarry? A. Um-hum. Q. How was that? A. Well, I think his name started with an F and he owned the property. I think this is the way it went down. Q. Fred Fiala? A. Yes. This is my memory. And your dad bought that from Fred Fiala. That's all I remember. I know he was negotiating with Fred Fiala, and I'm assuming that's how he got it. L 9 E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 72 Q. Are you familiar with Fiala Crushed Stone Corporation? A. No. I didn't know Mr. Fiala. I didn't know what his businesses were. Q. Did you know May Fiala? A. Oh, I knew her because I met her and I had been with her maybe at a cocktail party or something. I really didn't know her. Q. Did you ever go to Fred Fiala's house? A. Went for dinner with a lot of other people in the same business. Q. Did you ever go to his swimming pool? A. I don't remember going swimming. Maybe they had a party around the pool, but I certainly never went swimming there. Q. Do you know if Fred Fiala worked for Pennsy Supply? A. I have no idea. I really didn't know Fred Fiala very well. Q. Did you know L.B. Smith? A. I had met Mr. Smith. Q. What was your earliest contact with CRH? A. I don't remember. Q. Did you know anyone or had you met anyone from CRH prior to April 12th., 1986? 73 1 G 3 CRH? L 0 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 A. I can't tell you that. Q. Do you know who introduced you to someone from A. I'm not sure. Q. Well, you ended up selling the assets, the majority assets of the estate to CRH, correct? A. We sold property to them, yes. Q. Just property? A. Well, partly; some of the business, yes. Q. What did you sell them? A. The company, Pennsy. Q. Now, what did you actually sell to CRH? A. I'm not going to answer that here because I don't have the papers in front of me; and all I have to do is make one mistake, and I'm not going to do that. Q. Do you recall Kodie acquisition? A. The name is familiar, yes. Q. What does Kodie stand for? A. A dog. Q. Whose dog? A. A Kodiak was some type of a dog. It wasn't a name. A Kodiak is some type of a dog. I think. it's Alaskan. Q. And who came up with that name? A. I don't remember. c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 74 - Q. Did you sell Kodie acquisition to CRH? '. A. I don't remember. Q. Did you sell Pennsylvania Supply Company to CRH? A. I'm not going to answer that. Q. Is Pennsylvania Supply Company still in existence? A. I don't recall. MR. JACOBS: May I interrupt for a second? Let me address this to Mr. Faller. But sometimes your client says I'm not going to answer that when I think she really means I don't know or I'm not certain or -- THE DEPONENT: Well, that's what I mean. MR. JACOBS: -- I don't remember. And just so the record is clear because lawyers mean something different when they say I'm not going to answer. And if she means to answer, it'd probably be easier if she doesn't use that phrase. MR. FALLER: I think that's what I have told her. When you said that today, are you talking about you're not going to answer because you can't remember? THE DEPONENT: Yes. MR. FALLER: I will instruct you, like N1r. Jacobs, instead of you saying that, make sure that we're clear and that you're not refusing, you just can't remember. C E i c 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 75 THE DEPONENT: No. I just don't know the answer. MR. JACOBS: So then just say it in those words. It will be easier all around. BY MR . MITMMA Q. So you don't know whether Pennsylvania Supply Company is an existing corporation? A. I don't know. Q. Do you know if Kim Company is an existing corporation? A. I don't recall. Q. When is the last time you took any action regarding Kim Company? A. I don't remember. Q. Has it been within the last year? A. I don't remember. Q. Have you done anything in the last month regarding the Kim Company? A. In the last month? Q. In the last month. A. I don't recall. Q. Are you aware of a billboard that is being condemned by the Pennsylvania Department of Transportation? A. I don't recall that. Q. Do the words NC ITp)_ing mean anything to you? 9 7 a 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 76 A. No, not right now. I don't remember. It doesn't ring a bell. Q. Do you recall a concrete plant located off of Route 15 and the Old Gettysburg Pike? A. I don't recall. 4. Does the address, street, Linda Lane mean anything to you? A. It was named for Linda Mumma. Q. Do you know where it's located? A. It' s on the West Shore, I think. Q. Do you recall where on the West Shore? A. No. Q. Are you aware of any bi llboards on the West Shore? A. Well, I know a lot of billboards. Q. That the estate would have an interest in? A. I don't recall. Q. Are you aware of any dispute about condemnation of the billboard at the end of Linda Lane? A. I don't recall. Q. Are you aware of collecting any rent on the billboard at the end of Linda Lane? A. i don't recall that now. I knew at one time. Q. Do you know who G. Thomas Miller is? A. Tom M_1]_er? E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 77 • • Q. Tom Miller. A. I know who he is. Q. Who is he? A. He lives on the West Shore, I think. I don't know how I met him. He might be -- is he in real estate? I don't know. Q. Have you ever hired him to represent you? A. I might have some time ago. Q. Are you aware that he is presently representing your interest in front of the Pennsylvania Department of Transportation? A. Tom Miller? Q. Yes. MR. FALLER: Object to the form. THE DEPONENT: I don't recall. BY MR. MUMMA: Q. It's not a recall question. Are you presently aware that he is representing you in front of the Department of Transportation in a condemnation matter? A. No. Q. You have not hired or engaged him? A. I don't recall doing it. Q. You're not aware of doing it? A. I said I don't recall. Q. Is it possible that you've done that in the last c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 78 six months? MR. FALLER: Wait. Object to the form. She said she doesn't remember. MR. MUMMA: I'm just trying to refresh her memory. MR. FALLER: She said she doesn't remember. THE DEPONENT: Does that have anything to do with what we're here for today? MR. FALLER: Well, we don't know. We're trying to give him some latitude. If you don't remember, just say that. Okay? BY MR. MUMMA: Q. In the management of the estate and the trust, do you hold regular meetings? A. We have meetings, yes. Q. How often? A. It depends on what comes up and what we need to do for it. Q. Well, if something comes up, do you have a meeting to decide what to do about it? A. We couldn't make a decision with no meeting. Q. So if you would get a notice that they were going to condemn a billboard, would you, would that be the type of thing that you would have a meeting about? A. Well, I would certainly look into it. E i 8 c 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 79 Q. Where do they send the mail for Kim Company? A. That would depend on who is sending it. Q. They have different addresses? A. Well, it depends. I don't have a mailbox, a personal mailbox in Harrisburg anymore, so they should be sending it to the Florida address. Q. What authority did you have to file a lawsuit against High-Spec in Florida? MR. FALLER: Object to the form and direct her not to answer. THE DEPONENT: I don't know. MR. FALLER: Don't answer. Just don't answer. BY MR. MUMMA: Q. Have you ever seen a stock certificate for High-Spec? MR. FALLER: Object to the form. Don't answer. It's a separate lawsuit that's been going on in the final judgment. BY MR. MUMMA: Q. Does the estate claim that they own stock in High-Spec? MR. FALLER: Object to the form. Don't answer. MR. JACOBS: I'm sorry. I don't know all the background. It just sounded like a reasonable question, asking does the estate own a particular stock. -~ L 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 ?3 1' 4 25 • • 80 MR. FALLER: And there's a Court Order in Florida appointing a receiver for the company. The receiver is represented by ccur.sel. Mr. Mu.~nma, II, has filed appeals, motions for reconsideration. It's been going on for 11 years, and there's a receiver appointed. MR. JACOBS: I understand there's a lot cf complicated stuff outside this room, and I'm not trying to slow things down. Just to my ear he asked the witness a • question in the form of do you know if the estate owns a particular asset. MR. FALLER: It would except there was a separate piece of litigation that they've been using just trying to use discovery back and forth for, it's probably more -- I think it was started in 1989. So we're now up to 17 years . MR. JACOBS: I'm not trying to argue with you. I just want to put that observation on the table. I don't mean to slow things down. B Y MR . MUNIMA Q. Did you inventory stock into the estate and report that stock on an IRS inventory? A. If it was supposed to have been done, it was done. ~. Do you know whether or not it was done? A. I don't recall. F c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 ~' 5 • • 81 - Q. What do you know about High-Spec? '. MR. FALLER: Object to the form. And don't answer that, Mrs. Mumma. BY MR. MLTMMA: > Q. Did you file any lawsuits in Florida on behalf of High-Spec? MR. FALLER: Object to the form, and don't answer that about High-Spec, Inc. BY MR. MUMMA: Q. Did you instruct Ron Katzman to hire an attorney to pursue a lawsuit in High-Spec? MR. FALLER: Object to the form, and don't answer that on High-Spec. BY MR. MUNIMA: Q. Who is Terry Risk? A. I don't recall him. Q. Who is the law firm of Fluming, Hail & Shaw (phonetic)? A. Are you talking about Earl Shaw? Q. No. A. I don't recall. Q. Who is Jcrdan Fields? A. I ~>now he's an attorney. Q. Did you hire Jordan Fields? A. I don't know if I hired him. I had a E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 02 consultation with him. Q. GVho is James Bowdish? A. Well, I've met him at meetings with you, but I really don't know who he is actually. Q. Did you hire James Bowdish? A. I don't recall. Q. Have you ever sold any interest in the High-Spec case to anyone? MR. FALLER: Object to the form, and don't answer on the High-Spec thing. MR. MUMMA: This is an estate asset that they have either sold or retained, and I have a right to know that. It's a legitimate question, and you're being obstructive here. MR. FALLER: I don't think I am. I think the assets of High-Spec, Inc. are in the hands of a receiver in Florida and you, through your counsel, agreed to the transfer of at least -- well, that's my objection. MR. MUMM~A: Is it your -- no. I want to clarify this. It's my understanding that the estate has claimed an interest in High-Spec. If that's not the case, please tell me that. MR. FALLER: I'm not going to say anything about it. There's a separate piece of litigation that's -- MR. MUMMA: I'm asking you about it, and I have U 83 L a right to get that answer. If it's part of the estate, I ? have a right to know whether they're claiming it. You're 3 obstructing this. I'm going to request that you be 6 sanctioned. This is such an obviously straightforward > question that you've been nothing but obstructive. > I will ask. the question again. ' BY MR . MUNIIKA f c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Q. Are there any shares of High-Spec that are assets of the estate? MR. FALLER: I'm going to object to the form and tell the witness not to answer. It is the subject of a completely separate lawsuit at which a final judgment was entered. MR. MUNIMA: The ownership of the High-Spec stock has never been the subject of a lawsuit. MR. FALLER: And that is currently pending whether it was or wasn't before Judge Guido in the Cumberland County Court of Common Pleas in a lawsuit which you filed, and we're not going to address it here. MR. MUMNIA: This is unbelievable. This is totally ridiculous to waste everybody's time with this. And we will come back another day then very shortly and follow up on this very question. MR. JACOBS: May I say this and without meaning to interject myself into the merits of this issue? It's my 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 04 understanding that he's going to instruct her not to answer anything with respect to High-Spec. And, Mr. Faller, please correct me if I'm wrong. And I understand, Mr. Mumma, that you vehemently object to that. But if we've gone as far as we can go and the record is clear, we might as well move on. MR. FALLER: That's fine. MR. MLTMMA: Well, it's wasting my time. It's wasting everybody else's time, and I am going to ask for sanctions on this. There is -- it either is or isn't an asset of the estate. MR. JACOBS: Mr. Mumma, I'm not disagreeing with you, and I'm not disagreeing with your argument, and you're entitled to it. I'm just saying as sitting here observing it seems to me you want. those questions answered, he's made it clear on the record you're not going to get the answers today. I think what we lawyers refer to as you've made your record; and so just in the interest of moving on -- I guess what I'm saying is there is no sense in asking all the High-Spec questions because you'll get the same answer. MR. MUNIMA: Well, I have an objecticn because they've already answered questions regarding High-Spec. They have answered them as late as November 20th. MR. FALLER: But it's just one area that she's E r c c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 85 not going to talk about. If you want to ask other questions about the objections that you've raised -- MR. JACOBS: Mr. Faller, just to be clear, is it your position that she's not going to say anything about High-Spec? MR. FALLER: Correct. MR. JACOBS: Again, I'm not trying to push either of you on the merits of your positions; I just wanted to make -- MR. MUMMA: Well, I want the record clear. You are telling her not to confirm that High-Spec stock is an asset of the estate. MR. FALLER: Correct. She's not answering any questions about the High-Spec stock, litigation, receivership, anything about High-Spec, Inc. MR. JACOBS: Well, Mr. Mumma, whether he's right or wrong, his position, I think, has been made clear at the moment. And I certainly understand your position also. MS. BARBARA MANN MUI~IA: It can be resolved at a later date, right? MR. MLTMMA: Well, there will be another deposition here at a later date if that's what you want because I am sure that this issue is perfectly legitimate. They're claiming they have an estate, they're claiming certain assets, and now you're telling them not to answer L c E i 8 c 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • u b6 questions. B Y MR . MLTMMA Q. Is Kim Company an existing corporation? MR. FALLER: That was asked and answered. BY MR. MUMMA: Q. Do you file tax returns for the Kim Company? MR. FALLER: At what time period? MR. MUI~IA: At any time period. If it's an existing corporation, do they file tax returns for that corporation? THE DEPONENT: I don't recall right now. B Y MR . MUNIMA Q. Do you intend to file a tax return this year? A. If it's necessary, yes. Q. Do you know who the officers of Kim Company are? A. Not offhand I can't tell you. I know what we have here. I know it's the family. Q. Do you know who the officers of Pennsylvania Supply Company are? A. Well, I just had it. I should have it scme place. Q. I'm asking you if you know without referring tc anything who the officers of Pennsylvania Supply Company are? A. I think Babs is one of the officers. 9 C E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 87 Q. Are you an officer of Pennsylvania Supply Company? A. I think so. Q. Do you know what position you hold? A. I don't recall. Q. Are you an officer of Kim Company? A. I was at one time. I don't know if I am now or not. Q. You don't know whether you're presently an officer? A. I don't recall. Q. Are you an officer of Bobali? A. I was, I know. I don't recall. Q. Do you recall taking any action on behalf of Bobali in the last five years? A. I don't recall. Q. Do you recall taking any action on behalf of Kim Company in the last five years? A. I don't recall. Q. Do you recall taking any action on behalf of Pennsylvania Supply Company in the last five years? A. In the last five years, I don't recall. Q. Do you recall filing any tax returns for any of those companies, either state or federal, in the last five years? c E c 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • w 8s A. If we owed taxes, it was probably taken care of. Q. Well, who would take care of that? A. Well, probably Lisa. Q. Why Lisa? A. Well, she's taking care of some of the billings and things for the company. Q. She doesn't tell you what she does? A. Yes, she does. I have her do it for me. Q. For you? A. Um-hum. Q. Has she been -- does she have your Power of Attorney? A. Um-hum. Q. So she can act on your behalf? A. Um-hum. MR. FALLER: I want to object to the form to make sure she knows what it means to act with Power of Attorney because I think that's a legal term of art. MR. JACOBS: Before you do that, could we get her to confirm that the last two answers were in the affirmative? MR. FALLER: You said both of yes to both of those that Lisa has your Power of Attorney? THE DEPONENT: Yes, she does. MR. FALLER: And can act on your behalf? ~ 1: 1~ l: 1~ 1` lE 17 18 19 20 21 22 23 24 25 • 89 1 THE DEPONENT: Yes, she can. 2 B Y MR . MUM'~IA : 3 Q. So she can operate the estate or the trust 4 unilaterally? 5 A. Well, on my behalf, if necessary. Q. Well, is she allowed to file tax returns without 7 your authorization? 3 A. No. She doesn't do anything without my ~ discussing it with her. ~ Q. So are you aware of any tax returns that have been filed in the last five years for any of those three ' companies I mentioned; Pennsylvania Supply Company, Kim Company or Bobali? MR. FALLER: And objection. Asked and answered. You can say it again. THE DEPONENT: If we owed taxes, they were paid. B Y MR . MUNINIA Q. How do you know that? A. Because I have a CPA that keeps everything on record. I probably end up signing the checks. Q. Where is the checkbook kept for Pennsylvania Supply Company? A. I'm not sure right now. Q. Where's the checkbook for Kim Company? A. I'm not sure right now. C c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 90 - Q. Where is the checkbook for Bobali? '. A. I'm not sure right now. Q. How wculd you find out where they are? A. Oh, I have somebcdy to call. Q. Who? A. I'm not sure yet. I have to think about it. Q. Have you had any illnesses in the last six months? MR. FALLER: Object to the form. It's not relevant, into her personal. MR. MUMNIA: It's into her qualifications to be an executrix. MR. FALLER: If you have some basis, then fine, but we're not going on a big fishing expedition as to your mother's health. MR. MLTMMA: It would seem to me that the last 15 responses are enough basis. MR. FALLER: I disagree. MR. MLTMMA: Are you instructing her not to answer? MR. FALLER: Yes. BY MR. MTJ~; Q. Are you on medication? A. I'm cn medication for arthritis. Q. Does that affect your memory? 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 yl A. No. Not my brain; it's for my spire. Q. Does Lisa have access to the safety deposit box? MR. FALLER: Object to the form. THE DEPONENT: If it would be necessary, she could have access. BY MR. MLTMMA: Q. Well, is she a joint tenant on the boxes? MR. FALLER: Object to the form. THE DEPONENT: I don't have to answer that, do I? MR. FALLER: Can you tell me what box or boxes? MR. MLTMMA: Any of the boxes. MR. FALLER: Then I object because it's a compound question. You're asking for her personal boxes which aren't really relevant, and I think the estate has one box at, I think she said at Fulton in Lemoyne. MR. MUMMA: You're trying to answer the question for her. You are leading her. You are sitting there giving the answer you want her to give, and that's not what her previous testimony was. She previously said that they have commingled estate assets with personal assets in these bcx.es. My question is, does Lisa Morgan have access to those boxes? MR. FALLER: I'm going to object to the form, direct the witness not to answer. You can rephrase the E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 92 question because I think you mischaracterized prior testimony in summarizing, asking that question. BY MR. MUMMA: Q. Well, let's start again. Are any of the assets of Robert Mumma, my father, included in the safety deposit boxes in which you have your own assets? A. I might have one or two things in the box, but I'm not sure. Q. Does Lisa Morgan have access to that box? A. If it would be necessary, I would give her access. Q. Would you repeat the answer? A. If it would be necessary for her to have it, I would. Q. Does she have a joint tenancy in the box? A. She might have it in the estate box, but I'm not sure. Q. Can she enter the box without you? A. I'm not sure. Q. Do you have an inventory of what's included in the box? A. An inventory has been made. Q. Where's the inventory kept? A. I'm not sure. Q. Where are the estate's records ]~:ept? 4 s 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 93 A. Kept in the file. Q. Where? MR. FALLER: What records are we talking about? B Y MR . MUM'~IA Q. The estate's records, wherever that may be. Whatever records the estate has, where are they kept? A. I'm trying to think. I know they're in the safe box, but I don't remember which one right now. Q. Does the estate have an office anywhere? A. Not really. Q. What's that mean, not really? It's no, they don't, or, yes, they do. A. Well, I'm going to say not personally, no. Q. I'm not asking about personally. I'm asking about the estate. A. I'm talking about the estate does not have its own office. Q. Do they share an office space? P.. I don' t recall . Q. Is there an office in -- do you recall where Pennsboro Center is? A. Yes. Q. Is there an office at Pennsboro Center that is used by you or Lisa? A. Yes. 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 94 Q. Who pays the rent on that office? A. I'm not sure. Q. Do ycu pay the rent on that office? A. I don't recall that right now. Q. Do ycu sign checks for the estate to pay the rent on that office? A. I'm not sure. Q. What is the purpose of that office? A. We have a lot of files in there. Q. What kind of files? Are they corporate files, estate files? A. A mixed bag. Q. Well, earlier when you told me where you would look for Pennsylvania Supply Company documents, you never mentioned this office. Are there any Pennsylvania Supply Company documents in that office? A. I don't recall. Q. Kim Company documents? A. I don't recall. Q. Bobali documents? A. I don't recall. Q. Do you believe the shareholders cf Pennsylvania Supply Company have any right to inspect the books and records of Pennsylvania Supply Company? A. Say that again. 9 E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 i i 95 Q. Do you believe -- well, you can read it back. (The reporter read from the record as requested.) MR. FALLER: And just so we're clear, you're asking for her personal impression, not any kind of legal -- MR. MLTMMA: Personal impression. MR. FALLER: Okay. THE DEPONENT: It would depend on what your objective was. BY MR. MUNIMA: Q. Just to inform themselves of the condition of the company. A. We'd have to assume that it might be a fishing expedition, would you? Q. I asked a question. If you want to give an answer, that's fine; if you don't want to answer, just say you're not going to answer. MR. FALLER: Why don't we just use this time to take a break. I've got to use the rest room. Take five minutes, three to five minutes and you can stretch your legs, and then we can continue. (A brief recess was taken.) B Y MR . MLTMMA Q. When is the last time yeu saw Trdarrer. Morgan? G 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 96 A. About four days ago. Q. Four days ago? A. About; cculd be three. Q. Where did you see him? A. I saw him at Lisa's house for dinner. Q. Lisa's house in Florida? A. Yes, Florida. Q. How often do you see Warren Morgan? MR. FALLER: I'm going to object. How is this relevant to the estate or the assets of the estate? THE DEPONENT: He's Lisa's father-in-law. MR. FALLER: But, I mean, how is that relevant to the objections you've raised regarding the estate? MR. MLTMMA: He's clearly recommending attorneys to the estate. I want to know how often she sees him. MR. FALLER: How is that relevant to the objections that you've -- MR. MLTMMA: Is she going to answer? Are you going to instruct her not to answer the question? We'll just let her answer and we'll move on to the next question. MR. FALLER: The question I think was, and correct me if I'm wrong, was how often do you see Judge Morgan? THE DEPONENT: It depends. Sometimes I don't see him for a month. Sometimes I see him twice in a week. C c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ~ i 97 It just depends on where I'm going and who's there. '. BY MR. MUMMA: Q. Where does Lisa live in Florida? A. Gulf Stream. Q. Do you know the address? A. No. Q. You don't know her address? A. No. I know how to go to her house. I don't write her letters. Q. Where does the estate mail get delivered? A. It depended on what it is. I get some; Lisa gets some. Q. So when you say you get some, is that at your -- A. Apartment. Q. At your apartment. Okay. A. Depends on what it's for maybe. Q. And what does Lisa get? A. I can't tell you. You'll have to ask Lisa that. Q. But she gets some at her residence? A. She has a little office in her residence too. Q. Does she get reimbursed for that office? A. No. Q. The office in Wormleysburg, does any mail go there? A. No; it's not supposed to. `Tcu mean 1033 -- you 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 98 mean Penn Rose Center? Q. Yes. A. Not that I know of. Q. Is there a post office box in Camp Hill? A. Yes, but I can't tell you the number. Q. Do you ever go there and get mail? A. I don't go there. Q. Does mail get forwarded to you by anyone? A. I don't know about the post office box. Most anybody is supposed to send us mail at the correct address in Florida. Q. Do you know if the estate maintains a post office box in Camp Hill? A. I don't think so. He did at one time, but I don't think we have it now. I don't know. I don't recall. Q. If you wanted to serve papers on the estate, where would you do that? A. Where would I do it? Q. Yes. A. I haven't the slightest idea. Q. Does the estate have any address in Pennsylvania? A. Well, I don't recall right now. Q. Does the estate have bank: accounts? A. I don't recall right now, Bob. 2 3 4 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 99 Q. Do they have savings accounts? A. I don't recall. Q. Do they have brokerage accounts? A. The estate? Q. Yes. A. I'm sure they don't because I don't trust the stock market. Q. What is the nature of the assets of the estate today? A. What is the nature? Q. Yes. A. Well, some of it is real estate. That's basically -- Q. Do they have any money? A. The estate? Q. Yes. A. They have some. I can't give you the amount because I don't know it offhand. Q. Is it cash? A. They have money. It would be cash, wouldn't it? Q. Well, I don't know. Does that mean they have a pile of cash somewhere? P.. In the bark . Q. Well, that's my -- you're being very obtusive here. I asked if they have any bank accounts, and you said 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 100 you don't know. I'm just trying to get straight answers, you know, ask the question one time and get an answer instead of having to go round and round a circle. MR. FALLER: And she's trying to do the best she can. So why don't ask you another question ar~d we'll };eep going. MR. MUMMA: I'm going to have to ask all the questions again. There's money kept in a bank account, and I want to know where the bank account is. MR. FALLER: Okay. Do you know that. THE DEPONENT: I think the estate account is with Fulton, I think. BY MR. MUMMA: Q. Is there more than one? A. I can't answer that right now. Q. Earlier I got the impression from one of your answers that you actually sign estate checks or corporate checks, that you're a signatory cn the checking accounts. Is that not true? A. Um-hum. Q. It's not true? A. It is true. You said is that not true. It is true. Q. You do sign checks? 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 101 A. Some of them, yeah. Q. Some of them? A. Well, it depends who's opening the checks, the mailings at the time. I could be opening it; Lisa could be opening it. Q. So either you or Lisa sign checks? A. Um-hum. Q. When you sign checks, do you know which bank those checks are drawn on? A. I can't answer that right now. Q. Who pays the real estate taxes? A. Either myself or Lisa. Q. Who signs those checks? A. Whoever is writing checks that day. Q. But you don't know which bank those checks are drawn on? A. It Could he ~nP ~f twn hankG Nn_ T r~lnn~t recall. Q. You don't recall where your bank account is? A. I don't recall right now. Q. So your testimony is you do not recall right now which banks, at which banks the estate has accounts? A. Mostly at Fulton. Q. So you do recall mostly at Fulton? A. Yes. 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 "' 4 G 25 • 102 Q. Do they have accounts at Bank cf America? A. The estate? Not to my knowledge. Q. Do they have accounts at Wachovia? A. Not to my knowledge. Q. Do they have accounts at M&T? A. What is M&T? Q. M&T Bank. A. Here in Harrisburg? Q. Yes. A. I don't recall any. I don't recall. Q. Do they have accounts at Mellon Bank? A. I don't recall. Q. Do they have accounts at PNC Bank? A. I don't recall. Q. Have assets been transferred to the trusts? A. What kind of assets? Q. Any assets. A. To the trust? Q. The trust. A. Which trust? Q. Well, there's two trusts, right? A. Yes. Q. Have any assets been transferred to the marital trust? A. Not that I recall. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 103 Q. Did the marital trust have a bank account? Does it have a bank account? A. I think -- well, I don't recall. I'm not going to be sure on that. Q. Does the residual trust have a bank account? A. I don't recall. Q. Who proposed the liquidation of Pennsylvania Supply Company and Kim Company to you? A. I don't recall right now. Q. Do you know how many matters Morgan, Lewis & Bockius handled for any of the Mumma entities? A. How many? Q. Yes. A. Offhand I can't tell you. Q. Who reviewed their legal bills? A. Well, I would review them sometimes. Lisa reviews them, and George Hadley reviews them. He's a CPA. Q. There was discussion about a lawsuit instigated by Carmen Spagnoli against Mumma Realty Associates, Inc. Are you aware of that lawsuit? A. Yes, I am. Q. Are you aware of who the attorney is representing RSR? A. I don't recall right now. Q. Are you aware that Rory Katzman's firm is • 104 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 1 representing one of the plaintiffs against Mumma Realty 2 Associates? 3 A. Is that Spagnoli? Q. No. Ron Katzman, the attorney, is suing Mumma Realty Associates. Are you aware of that? A. Is that for the property Spagnoli is in? Q. It's regarding that building, yes, that he was in. A. Yeah. Q. You're aware of that? A. I am. Q. Have you taken any action to have Ron Katzman disqualified from representing -- A. He didn't start out with him, I don't think. Ron Katzman had somebody else in his firm from the beginning. I'm not sure. Q. It's still his firm, is it not? A. Yes. Q. Are you aware that they sued Scott and Lisa Morgan first? A. No. Why would they sue them? Q. Well, are you aware of Mumma Realty Associates, Inc.? A. Yes. Q. And what is that? ( 1~ 1L 1: 19 15 16 17 18 19 20 21 22 23 24 25 • • 105 1 A. It's a real estate company, and it was 2 developed, it was started by -- the attorneys recommended 3 it. And I thought it was done so they couldn't sue any of 4 us individually. ~ Q. You are aware that we all are being sued ~ individually -- ~ A. Yeah, but I'm talking about -- 3 Q. -- by Ron Katzman? ~ A. He's representing Spagnoli. Is that what you're ~ saying? Q. RSR, Spagnoli. A. I'm aware that there are certain suits. Q. How did that Mumma Realty Associates get to represent all of us? A. It was done to bypass -- this is what I don't understand. It was done to bypass this way so that if there were suits bought against Pennsboro Center, we could not be sued as individuals. That's the way it was set up. If that was set up incorrectly, there's no way for me to know that. Q• Well, was there ever any agreements signed regarding that? A. What? Q. Agreements. A. What kind of agreements? c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • U 106 3 ~~ Q. That established this Mumma Realty Associates, Inc. A. Well, certainly we had to have agreements. Q. Have you ever seen these agreements? A. Probably. Q. Did you ever sign those agreements? A. Probably. (Kim Mumma Exhibit No. 3 was marked.) BY MR. MUMMA: Q. Do you recognize that agreement which is Mumma 3? A. I'd have to look at it, Bob. I haven't seen these agreements for -- can I speak to you outside? MR. FALLER: Sure. MR. MITMMA: There's a question pending. MR. FALLER: I'm sorry. What was the question? MR. MUNIl~IA: Has she ever seen this before? MR. FALLER: You need to answer the question before we go out. We can't do it in the middle of a question. We're not going to do it in the middle of a question. THE DEPONENT: What was the question? B Y MR . MCTMMA : Q. Have you ever seen this before? A. I don't recall. L 9 E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 107 MR. FALLER: Have you looked the whole way through it? THE DEPONENT: No. That's why I said I don't recall, what I've seen so far. BY MR. MUMNI~~: Q. Have you looked at the signature page? THE DEPONENT: I really have to talk: to you. MR. FALLER: Okay. You answered you don't recall, and she did look at it so -- BY MR. MUMMA: Q. I'm refreshing her memory. Would you look at the signature page, please? A. Yes. Q. Is that your signature? A. Yes. Q. Does that refresh your memory as to whether or not -- A. That's why I want to speak to him. I have a question for him. (Deponent conferring with Attorney Faller outside of deposition room.) B Y MR . MTJMMAA Q. Do you recognize that document? A. I really don't recall at this minute. Q. ~~vas that your signature? los A. It appears to be my signature, yes. Q. Now, is it notarized? Let me show you something here. E i E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 A. Right here. Charlie Lear, notary public. Q. And do you know who Charlie Lear is? A. Yeah. Q. And he worked in your office? A. Yeah, for a while. Q. He was a long-term employee, wasn't he? A. I don't know that he was that long term, but I know that he was an employee. Q. Do you have any reason to believe that that's not the document that you signed? A. I haven't had a chance to really read through it, but it looks like my signature. Q. Do you know where that document came from? A. Not really. Where'd you get it? Q. If I told you that that document was part of six other originals of the documents of the estate documents that we were allowed to review, would you agree that that would be one of the estate's documents? MR. FALLER: Objection to the form. If you know, you can answer. B Y MR . MUNII~IA Q. Well, let me ask it in a different way: If the L 9 E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 109 estate entered into an agreement, would you keep a copy of Zt? A. Well, we would have a copy of it, yes. Q. And where would you keep that copy? A. It's probably in one of the safe depcsit boxes. I can't answer offhand. You're going back 20 years, and some of this stuff is over with. Q. Well, that's a pretty important agreement, isn't it? A. Um-hum. Q. Was that a yes? A. Yes. Q. That's foundation for the MRA, correct? A. Yes. Q. And that refers to all of the real estate, correct? A. I don't recall. Q. What happened to the other assets that Dad owned, the things that weren't real estate? A. Such as? Q. Such as lawn mowers and shotguns and pistols and, you know, clothes, all the personal property that he had. A. All the personal property came to me. Q. Came to you? c 1C 11 12 13 14 15 16 17 18 19 20 21 2 '' G 23 24 25 • L~ 110 ~ A. To the marital trust or to me, yes. '- Q. And what did the marital trust do with it? 3 A. I think his personal things came to me, and E certain things went to -- I can't -- I'm not going to go ~ into it until I have time to think about it, Bob. > Q. Well, I'm trying to find out what the ' disposition of the property was. A. Well, and I'm not going to answer that until I have a chance to review it. Q. Was there an inventory kept of those items? A. Not -- the things that I'm talking about, no. Q. Was there a time when you allowed Babs and Linda and Lisa to come in and pick out whatever they wanted? A. I don't recall because I wouldn't have asked them without you, I don't think, so I don't recall that. Q. Do you have any idea what happened to the contents of the garden house, for instance? A. Well, some of it went up to the farm, Amity Hall, and maybe some went to Hummelstown. I know there was a mower that went to, I believe, Amity Hall. Q. A mower? A. Um-hum. Q. The mower that was used to mow the grass around the house? A. Yeah, I think so. 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 ?_5 111 Q. The one that Freeman ran? A. Um-hum. Q. And you believe that's at Amity Hall? A. I don't know. I know it was put on one of the properties, or we used it at one cf the properties. Maybe I should say that. Q. Are you familiar with the initials RSR? A. Not right now, no. Q. Are you familiar with if I said Rothman, Schubert & Reed? A. Yeah, I'm familiar with those people. Q. Do you know who Charles Schubert is? A. I know the name. Q. Did he ever represent you? A. I don't recall. Q. Do you recall if you ever gave him authority to sell the contents of a warehouse? A. Of a warehouse? Q. Of a warehouse. A. I don't recall. Q. Do you recall the warehouse where the fire too}: place that began the suit with Carmen Spagnoli? A. Am I aware of what, of the warehouse? Q. Yes. P_. I'm aware of the warehouse. He was trying to 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 ;~ ~ 23 24 25 • 112 say it was -- definitely it was arson. Q. Are you aware of another warehouse that was beside, aside of that, the one that burned down? A. I don't recall. Q. Are you aware of a warehouse out there now? A. You talking about Paxton Street? Q. On Paxton Street between the Kim Company warehouse and the warehouse that burned down. A. I don't recall. Q. You don't recall that? Are you getting any rent from anyone for that warehouse now? A. Personally? Q. Personally, through the MR.A. A. I don't recall right now. Q. You don't know whether you get a check once a month for that? A. Well, I wouldn't get it. It would go to whoever was handling it. Q. Who would get the money? A. Well, you said it would go to the -- I don't know right now. I don't recall. Q. Are you aware that records were stored in that warehouse? A. No, I don't recall any records being stored there. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 ~5 • 113 Q. You're not aware of boxes of records being stored in that warehouse? A. I'm really not. Q. And you're not aware that Mr. Schubert was selling off items from that warehouse? A. Absolutely not. Q. Are you aware that he ever put a tenant into that warehouse? A. You talking about Spagnoli? Q. No. This is entirely different from the Spagnoli warehouse. A. Oh. Q. There's a warehouse that sits between where the Spagnoli warehouse was and the Kim Company warehouse. You're familiar with the Kim Company warehouse? A. Yeah. Q. In between the two, there's a blue metal building that's a warehouse. Are you aware of that building? A. Yes. Q. Are you aware that Mr. Schubert was selling the contents of that warehouse? A. No, I'm not aware of that. Q. Are you aware that items -- P_. Excuse me. May I ask -- there's several 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • il4 Schuberts. Can you just tell me who this Mr. Schubert is, which one? Q. The one with RSR, chuck Schubert. A. Oh, Chuck, okay. No, I'm not aware that he was selling things from there. I know he went out with me to look at those warehouses. Q. Are you aware -- what happened to the contents, the other contents, the things in the greenhouse, the garden house, that belonged to Babs and Linda and Lisa and I? MR. FALLER: Object to the form. THE DEPONENT: I think the things that could be used at the farm went up to the farm. BY MR. MUMMA: Q. But if they were our personal property; bicycles or -- A. Well, I know that some of you got bicycles out. I don't remember which ones. I don't remember who got the bicycles out, but I know they went. And I don't think you kids had much of anything of yours in there. Q. Was there an inventory made of the contents of that? A. I don't recall. Q. Where did you find the key for the Dauphin Deposit safety deposit box? 115 F E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ~ A. I found it in your dad's offic but -- I'm not sure. I didn't have it at 3 looking for it. ~ Q. Did you ever get a Court Order > MR. FALLER: And which box are > MR. MUNIMA: The safety deposit e. I'm not sure, the time we were to enter the box? we talking about? box, the Dauphin Deposit box. THE DEPONENT: We had an Order to enter, and we had to take some man besides myself -- well, you went with us, with me. Remember that? And they sent some man in that was from the IRS or the bank to do whatever the Court Order needed to be done. BY MR . MLTMMA : Q. That was in April of 1986. A. Okay. Q. Now, later in October of 1989 you went back into the box or you tried to go back into the box. Do you recall that? A. I think I went down. I had the wrong keys. Is that the time I had the wrong key? Q. That may be. I don't know. I'm asking you. MR. FALLER: If you know, tell him what you remember. THE DEPONENT: Yeah. I had a key for myself, for my box., but I had the ~~~rong key, I think. • 116 F c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 L B Y MR . MLTMMA : '- Q. Then back then again on November the 2nd, 1989 3 you went back and entered box 3332. l A. Bobbie, it's been so long ago, I cannot tell Q. My question is, did you ever get a Court Order to enter a safety deposit box? A. I know we had -- I had somebody -- some legal work was done for me to enter the box. And I think two of those boxes were joint names, I think. I don't know whether they were those. Q. Do you know if Warren Morgan signed those Court Orders? A. I don't think so. Q. Do you know if another judge at Dauphin County signed the Court Order? A. I have no recollection of who signed it. Q. When you went in, or on November the 2nd -- and we're taking your deposition on this -- did you ever complain to the Dauphin Deposit Bank that items were missing from the safety deposit box.? A. Yes, that I thought they were missing. Q• And who did you complain to? A. I don't remember. Q. What was their response? 17 1( 1] 1L 1~ 19 l~ 16 17 18 19 20 21 22 23 24 25 1 A. I don't remember. 2 Q. Did they do anything about it that you know? 3 A. No, I don't think -- I don't recall. ~ Q. Well, after you complained to them and they ~ didn't do anything about it, did you talk to your attorneys ~ about it? ~ A. No. 3 Q. Did you talk to Lisa about it? j A. I probably talked to Lisa about it. Well, I ~ don't know . She was living in Philadelphia then. Wasn't she living in Philadelphia? Yes, she was living in Philadelphia. Q. In 1989? A. '86 your dad died. I can't remember when they came to Harrisburg, but I know she lived in Philadelphia, I would say, five years after your dad died, but I'm not sure. MS. BARBARA MANN MUNIMA: What year did you sell the house? THE DEPONENT: What house? Pennsboro Manor? I don't remember. I think it might have been '89, but I'm not sure. MR. FALLER: If you can't remember, you`re allowed to say that. THE DEPONENT: Okay. • 118 l~ BY MR. MUMMA: lc 1: 1~ l~ 19 l~ 16 17 18 19 20 21 22 23 24 ?_ 5 2 Q. Do you recall the layout of Dad's office? 3 A. At Pennsy? 4 4• At Pennsy Supply. That's the only office he 5 had, isn't it? ~ A. As far as I know. I think I recall it pretty 1 well, but I'm not saying 100 percent. 3 Q. Do you recall -- he had two offices, correct? ~ A. Yes. ~ Q. Let's call the one with the Lektriever the inner office and the one that faced Paxton Street the outer office. A. Yes. That was his main office. 4. And do you recall that when you walked into that office there was a closet immediately to your right? A. From the hallway? Q. From the hallway. Do you recall that? A. Um-hum. 4. Now, do you recall there were two filing cabinets in that office? A. I do. Q. And do you recall that one cf those had a safe type combination lock on it? P.. I don't recall that. Q. A dial lock? 119 1 A. I know what it is, but I don't recall what was on it. c 1C 11 lc 13 14 15 16 17 18 19 20 21 22 23 24 25 3 Q. Did you keep any of your own items in that box? } A. Not to my knowledge, no. ~ Q. Do you know what was kept in those boxes? > A. No. Q. Would you have the combination to that safe? A. No. Q. Did you ever go into that safe? A. No. I didn't know how to get into it. Q. Well, after he died, did anybody get curious as to what was in that safe? A. Well, probably not right away. I assume they were just company documents. Q. Do you think they were important documents that they were kept in a locked safe in a closet? A. Well, I thought maybe they could be personal. I don't know what I thought, to be honest. Q. Do you know if anybody ever entered that safe? A. Not to my knowledge. Q. So as you sit here today, that safe could be, could have been picked up ar:d taken somewhere and put in a warehouse and never opened? A. The safe, Bob, disappeared. Q. The whole safe disappeared? E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 12C A. The whole file cabinet disappeared. '- Q. The whole file cabinet -- 3 A. It was a file cabinet in there. It wasn't a I safe, was it? It was a file cabinet. ~ Q. Well, wasn't it a file cabinet with a dial lock on the door? A. I don't really remember that. Q. When it disappeared, did you file a police complaint? A. No, I didn't. Q. Did you take any steps at all to find out what happened to it? A. Yeah. I thought it had been moved -- I think Pam was there. No. Was it Pam? I think I was told that it was moved up on the second floor. Q. Who would have made a decision to move -- well, who used that office after April 12th? A. Me. Q. And you didn't instruct anybody to remove the safe? A. Well, I certainly wouldn't without opening it up first. Q. So when it disappeared, you weren't concerned? A. It's not that, Bobbie. I'm not quite sure. I didn't go into that closet very often. And I couldrL't give 121 1 you whether it disappeared, I saw it on Friday, it disappeared on Saturday and I didn't open the door, maybe, 3 for three months. ~ Q. Did you have any conversations with Amos Ebert? ~ A. Yes. ~ Q. Did you all talk about Pennsylvania Supply ~ Company? MR. FALLER: What time frame are we talking c 1( 1] 1L l~ 19 15 16 17 18 19 20 21 22 23 24 25 MR. MUMMA: After 1986, April 12th. THE DEPONENT: Amos wasn't very well. He had two daughters die, and then his wife had a nervous breakdown. So I don't think I had any serious conversations. I might have asked him a few questions about things, but I don't think I had any long-term conversations with him about Pennsy. BY MR. MUMNIA: Q. Was there anybody that had been involved longer that would have known more about the businesses than Amos Ebert? A. No. Q. But you never talked to him about it? A. Not really at the time. Q. Do you know if any of your attorneys ever interviewed Pmos Ebert? 1?;, 1( 1] 1L 1~ 19 15 16 17 18 19 20 21 22 23 24 25 I A. I don't recall anyone. I don't know. Q. Did you ever tell your attorneys not to talk to 3 Amos Ebe rt? ~ A. Never. ~ Q. Did you ever tell them not to talk to me? ~ A. No. Why would I tell them not to talk to you? ~ In those days, we were getting along. y MR. FALLER: Can we take three minutes? 3 (A brief recess was taken.) ~ B Y MR . MUMNIA : Q. Does the name MF Rocky mean anything to you? A. The storage people? MF Rocky was a storage company. Q. Karl Felmeden? A. Yes. Q. When was the last time you talked to Karl Felmeden? A. About a month before he died. Q. And how many times between April the 12th and his death do you think you talked to him? A. Oh, he was a sick man. That last time I saw him I was up with Josie in Buffalo, and I stopped by to see him, and he died within two or three days cr weeks. We didn't talk business; I just paid him a call. Q. Does the date December 19th have any • 123 lI significance to you? l~ 1: 1~ l~ 1~ l~ lE 17 18 19 20 21 22 23 24 25 A. The 19th. What year? 3 Q. Just the date December 19th, is that somebody's 4 birthday? 5 A. Not that I can think of. I don't recall. Q. No significance to you? ~ A. I don't recall it. 3 Q. Did Karl Felmeden send you any memorandums or 3 letters? ~ A. Karl Felmeden sent me one letter after Dad died. He might have sent me some business letters. I don't recall. Q. Where would that correspondence be? A. I have no idea. Q. Did you throw it away? A. I could have after many years. Q. It was interesting when we did the document search down in Philadelphia with the estate's files, there were no correspondence files of Dad's there. Do you know where his correspondence files are? A. With Karl Felmeden? Q. With anybody. A. No. Q. Have you ever read his correspondence files? A. No . I f I' d read them, I would }:row where they • 124 ~ were. Were they business correspondence files? '- Q. Just whatever correspondence files he kept. 3 A. The only ones that he kept were some, which I no 1 longer have, were letters that I wrote to him during the c c 1C 11 12 13 14 15 16 17 18 19 20 21 ~~ 23 24 25 Q. They're personal? A. Yeah, personal. Q. Personal correspondence that he might have had as an individual with third parties? A. I don't recall any, Bobby. Q. Well, he always had a secretary. Is that not correct? A. Oh, yeah. Q. And he wrote a lot of letters? A. Yes. MR. FALLER: Just so the record is clear, when you say he always had a secretary, you're talking about your father? BY MR . MIJMMA : Q. Yes. And he wrote a lot of letters? A. Yes. Q. Where did he keep them? A. At the office probably in the Lektriever, but I don't }:now. I never saw the personal correspondence. Q. What happened to the files that were irl the ~ 125 1~ Lektriever? 1( 11 1L 1~ 14 15 16 17 18 19 20 21 22 23 24 25 A. I'm sure we kept them. In fact, did we ta~:e the 3 Lektrieve r? 1 Q. Where are those files? ~ A. That were in the Lektriever? ~ Q. Yes. A. I can't tell you because I'm not quite sure. Q. Were you aware of contracts that Pennsylvania ~ Supply Company had with Pennsylvania Power & Light? A. I was aware that they had some contracts, I think, wi th Peach Bottom. Is that one? Q. Brunner Island? A. Brunner Island maybe. I'm aware that he had some contracts with PP&L. Q. He? A. Your father. Q. Did you think they were in his name or Pennsylvania Supply Company's name? A. I have no idea. Q. Where would those contracts be? A. Well, ycur dad would have had them, and I don't know. Q. Did you make any effort in your administration of the estate to review contracts? A. I had attorneys that did. • 126 F c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 - Q. Which attorneys? '- A. Well, I think Morgan & Lewis reviewed some. 3 Bill Boswell probably reviewed some. ~ Q. Well, now, let's ask about that. Earlier we ~ looked at a letter where you said, a memorandum that you wanted Morgan, Lewis to handle everything because of the strained relationships with Bill Boswell. Do you recall that? A. I recall that, but I thought I had something on the side that I didn't remember at the time you asked me the question. Q. So Mr. Boswell did continue to do work for the estate? A. Only on certain things that he had information for, and I can't remember offhand. It couldn't have been much. Q. Did you ever threaten to sue Mr. Boswell? A. No. I wish I had, but I didn't. Q. You're not aware of making a threat to sue Mr. Boswell? A. I might have made the threat, but I didn't do it. Q. Did you have your attorneys threaten to sue him? A. I don't think so. I don't think it ever got to that point. I don't recall, I guess I should say, because ~ ~ 1 - 1C 11 lc 13 14 15 16 17 18 19 20 21 22 23 24 25 1 I don't remember. ~ Q. If the estate had held stock in a corporation, 3 where would they have kept the stock certificates? ~ A. The estate? ~ Q. Yes. ~ A. They would have been in the estate -- I would ' think would have held them in the estate safety box. And I don't know if stock certificates when they came due -- and ~ your daddy didn't play the stock market; you know that. So there weren't any -- I think Pan Am Airlines was the only stocks that he ever had. Q. How often do you go to the estate's safety deposit box? A. Well, I haven't been here for nine years, and I haven't been coming back very often. I haven't gone -- Bobby, I can't tell you that. When I come in town, I don't run over and go through the box all the time. Q. Did Mr. Bowdish ever make an inquiry of you as to where the estate's stock certificates were in High-Spec? A. Bobby, I don't recall. I really don't recall. I don't remember ever receiving a letter from him. I'm not saying I didn't, but I don't remember. Q. Do you know whether or not Lisa has sold, somehow sold a judgment to Mr. Bowdish? P_. Sold a j udgmer.t to him? 128 1 3 1( 17 1L l~ 19 13 16 17 18 19 20 21 22 23 24 ?J MR. FALLER: He's as}:ing you about something Lisa did. THE DEPONENT: I wouldn't knew. BY MR . MUNIMA: Q. You certainly haven't authorised anything? A. I don't recall. Q. Do you recall transferring the estate's interest in High-Spec to the residuary trust? MR. FALLER: Object to the form. High-Spec, I've told you -- I've objected, and we've moved on pretty well, and I want to continue to move on. Let's not get into the stuff about High-Spec. MR. MUMMA: I'm asking about the residuary trust. MR. FALLER: That's fine. B Y MR . MiTMMA Q. What assets were put into the residuary trust? A. Offhand I can't tell you. Q. You don't know? A. Well, I knew when they happened, and I approved it, but I don't have -- I'm not going to obligate myself to something I'm not sure of. Q. Do you know who Tom Hill is? A. I know two Tom Hills, yes. Q. Who's the first one? ~ 129 c 1C 1] l~ 1~ 14 15 16 17 18 19 20 21 22 23 24 25 1 A. The first Tom Hill is with CRH, and the second one is th e manager of my condo. 3 Q. Where is that condo? ~ A. Florida. ~ Q. Does either of them have a beard? ~ A. No. I don't know about the other one, but the one in Florida doesn't have a beard. Q. Do you recall the Snyder farm? ~ A. Yes. Q. And what do you recall about the Snyder farm? A. Well, I know it was up on a hill, I think. I'm trying to think where it was right now. It's not a farm -- I think it was on the West Shore -- no, Carlisle Pike. Q. Do you recall selling the Snyder farm to anyone in the last five years? A. I'm going to say I don't recall because I'm not sure it's the Snyder farm I'm thinking of. Q. Did you enter into any contracts of sale regarding the Silver Springs Quarry? A. I don't recall. Q. Do you recall any transactions with Scott Harrison or others regarding the Garber property? A. Refresh me. Where was the Garber property? Q. Garber property was the original Silver Springs ~ 130 1~ Quarry. F c 1C 11 lc 13 14 15 16 17 18 19 20 21 22 23 24 25 A. Oh, I don't recall right offhand. 3 Q. Tom Hill with CRH, when did you first meet him? ~ A. Oh, Bobby, I can't tell you. I don't -- I i honestly can't tell you. ~ Q. Do you know who Don Gotson was? A. That name doesn't ring a bell with me. MS. BARBARA MANN MUMMA: What was the name? MR. MUI~'iMA: Don Gotson. BY MR. MUMMA: Q. Who was Bill King? A. Bill King was, lived here -- the Bill King I know was here in Harrisburg. He lived up in Dauphin, and I don't know if he was affiliated with the newspaper or not. Q. Are you aware of a Bill King who was the chairman of the board of the Dauphin Deposit Bank? A. That's the same Bill King I'm thinking of. Q. It is? A.. I think so. Does he live in Dauphin? Q. I have no idea where he lives. A. Or Peters Mountain? Q. Christopher Jennings, does that name mean anything? A. It rings a bell, but it doesn't mean anything. Q. Who was you r_ contact at the Dauphin Deposit 31 1 4 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 G2 23 24 25 Bank? A. Bill King. Several people helped me there, but I can't remember all of them. Q. Paul Shannon? A. Yeah, I think he was one. Q. Mike Zarconi? A. I knew who he was, Bob, because I haven't had anything with Dauphin for a long time. Q. Rob Jones? A. Rob Jones I know. Q. What was the payment plan that you worked out with the bank after Dad's death? MR. FALLER: Payment plan regarding what? MR. MUMMA: Well, let's back up. BY MR . MUNINIA Q. Didn't Dad have over a million dollars' worth of short-term notes when he died? A. That he owed? Q. Yes. A. He had a lot of debt. I can't tell you what it was. Q. And wasn't most of that debt to the Dauphin Deposit Bank? A. I don't remember. Q. Did anybody say, hey, we need to be paid? • 132 E i 8 0 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 A. I don't remember. Q. You don't recall that? A. No. They were paid. Q. Where did the money come from to pay it? A. Well, some of it came from me. Q. Individually? A. I think -- I know I gave 250,000, I think, to Dauphin, but that might have been money I lent to your father. So I don't want to answer that right away, Bobby. I'd have to think about that. MR. FALLER: What Mr. Jacobs told you earlier would apply. It's not something if you don't want to or you can't, you need -- if you don't remember, you need to say you don't remember. THE DEPONENT: Okay. I'm trying to be honest. I'm not trying to -- MR. FALLER: I understand. But as lawyers, when we read this later, we don't want it to seem like you were being -- and we don't want to have to call her as a witness to say you weren't belligerent. B Y MR . MLTMNIA Q. Was the cash -- okay. Let's go back to this memorandum right here. MR. JACOBS: What exhibit, please? MR. MTJMMA: That's Exhibit 2. • 133 1 ~ B Y MR . MUNINIA : c 1C 11 lc 13 14 15 16 17 18 19 20 21 ~~ 23 24 25 ~ Q. Paragraph 13. 3 A. (Perusing document.) } 4. Would you read that into the record? ~ A. As far as Kim is aware, the Mumma companies do > not have pension plans and there are no benefits payable ' from them on account of her husband's death. Q. So where did the cash come from to pay his ~ debts? A. From, most of it from me, from the horses, you know. I had a million dollar horse sale, and I had money from the horses. And I had money from my father's estate. It was basically from me. Q. So none of it came from the sale of his assets other than horses? A. No. I'm not sure. I might have sold one building, but I would have to go back and look. I'm not going to answer that. Q. Kim Company had a note they had borrowed $184,000 frcm the Dauphin Deposit Bank. Are you aware of that? A. Yeah. Was that ors the building over next to Pennsboro Center? There's a building there. What's the building next to Pennsboro Center? It's a brick building. MS . BARBARA MAI~1N MU?~'IA: With blue panels on the • 134 F c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 1 front next to Aetna. MR. ~IUNINIA: That's Smeltzer's building. 3 THE DEPONENT: That wasn't the name of it. I ~ thought it had the initials P something. i BY MR. MiJMMA: > Q. PMA? A. Yeah, maybe that's it. I'm not sure. Q. No. This money was borrowed as a demand note and loaned to High-Spec by Kim Company. Are you aware of that note? A. I don't recall right now. Q. Do you know how that note -- you have no idea of how that note got paid off? A. I don't recall right now. Maybe if I have a chance to think about it. Q. Do you know if it was ever paid off? A. I'm sure I've got all of your dad's debts paid because I went in debt to do it. Q. Well, now, let's be careful. This is a Kim Company debt. A. I don't recall, Bob, right now. Q. Money they borrowed from Dauphin Deposit. Would you have the records of that? A. I can't honestly answer treat because I don't know. • 135 1( 11 lc l~ 14 15 16 17 18 19 20 21 22 23 24 25 L Q. Do you know -- Kim Company is still an existing corporation. Do you know where its records are, like bark 3 statements and etcetera? } A. I don't recall right now. ~ Q. So if one of the shareholders wanted to go see ~ the records, would you be able to give them a place to go ' and see those records? A. If I know where the records are, certainly. I'm ~ not hiding anything. Q. Well, how would we find those records? A. Well, I 11 have to think about it. A lot of the records go back so many years. You're going back a lot of years. Q. Well, that they're all kept together, they're the records of the corporation and you just keep them together. Who suggested that you sell Pennsy Supply, Inc.? A. Well, I don't know who suggested, to be honest. Q. When was it suggested? A. I don't remember that. But I had been sitting behind that desk for eight years, and I was getting tired. Q. Are you saying that no effort was made to sell the company for the first eight years? A. I had people ask if -- I wasn't interested in selling the company actually. But I wasn't up to sitti:.g 136 E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 _ behind that desk for eight years, and at that time -- '- Q. Did you finish your answer? A. I finished. ~ Q. who was Harry G. Lake? > A. Who? Harry Bud Lake? Q. Yeah. A. He was the controller. MS. BARBARA MANN MUNIMA: I think it's comptroller, not controller. MR. MUMMA: No. It's controller. MS. BARBARA MANN MUNIMA: It is controller? MR. MUNII~IA: Well, it can be each; but I think in this case, it's controller. BY MR . MLTMMA: Q. And what position did he hold at Pennsy Supply, Inc.? A. He was the controller. Q. Is that it? A. He might have had -- I don't think we ever gave him a vice, but I don't remember. Q. And who did he report to? A. Supposedly to me. Q. You say supposedly. Do you have some doubt as to whether he was doing it? A. Not really. . 137 1( 17 1L l~ 19 15 16 17 18 19 20 21 22 23 24 25 1 Q. Did he have ar.y input into selecting CRH? A. Not to my knowledge. I'm not sure that -- maybe 3 he did, but I don't knew. ~ Q. Did Carlton Hughes ever express an interest in ~ buying the company? ~ A. No, Carlton never did. ~ Q. Did Alex Grass ever express an interest? A. I don't recall. ~ Q. Did Alex Grass ever express an interest in ~ buying any of the assets of the estate? A. Not that I recall, Bobby. Q. Did Alex Grass buy the shop facility out on South 19th Street? A. I don't recall. Q. Were there evaluations made of the assets that were conveyed to the estate? A. Everything was done through the attorneys. Q. Who gave the attorneys instructions? A. Well, I guess I did. Lisa and myself, we were the executrix. Q. Because you understand that the attorneys work for the executrix, correct? A. As we represent the estate. So I don't know what you're trying to ask. Q. Well, you make it sound as if they were just cut • 13^0 1( 1] l~ l~ 19 15 16 17 18 19 20 21 22 23 24 25 1 doing whatever they wanted to do. They reported to you, did they not? 3 A. Yes. ~ Q. A.nd so you would make the final decision? ~ A. Any final decisions I made I went out of my way ~ to talk, not to one attorney, but to two and maybe somebody ~ else. I never just independently made a decision without checking it out whether it was a smart deal or whether it 3 was not a smart deal. ~ 4. Who would the somebody else be? A. I can't tell you right now. Q. Warren Morgan? A. No. I never discussed any of my personal business with Warren. Q. Well, give me an example of somebody else that you discussed one of these issues with, any of the issues. A. I might have said something to Don Stabler because I had known him for years. Q. So you were talking to Don Stabler? A. Well, I said I might have. Wasn't any reason for me not to talk to Don. Q. Who is Dean Swart? A. That name is familiar, and right now I don't recall. Can you give me any more information on him? Q. Stradley, Ronan, Stevens & Young. • 139 F c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ~ A. He must have been an attorney. The name '_ doesn't -- I don't recall the name. s Q. Does the name 1001 have any meaning to you? E A. I think that was an address of the name of a > company. 1001 I think was an address, but I'm not sure about that either. Q. Well, was the address for Pennsy Supply 1001 Paxton Street? A. I'm not sure. I can't say yes for sure. Q. Are you aware of a company named 1001? A. Yes, I think so. Q. Are you aware of a company by the name of -- well, was Bud Lake, to your knowledge, the executive vice president of 1001? A. I don't recall him being executive. I don't recall that. Q. Are you aware that William Boswell owned 1001? A. No. I don't think I was ever aware of that. Q. Are you aware that he formed 1001? A. Not to my knowledge. I don't recall. Q. Are you aware that Mr. Boswell and Mr. La}:e changed the name of 1001 to Pennsy Supply, Inc.? MR. FALLER: Object to the form. No foundation. THE DEPONENT: How could they use one of our names? I don't know. T'm not aware of that. I don't 1( 1] 1L l~ 14 15 16 17 18 19 20 21 22 23 24 25 • 140 1 think so. I don't recall; let's put it that way. 2 BY MR. MUNINIA: 3 Q. Are you aware that all of the assets that were ~ owned by Pennsy Supply that owned the Silver Springs Quarry ~ were transferred to the 1001 company? ~ MR. FALLER: I want to object to the form ~ because it's facts not in evidence, and no foundation. > But do you know that? You can answer. 3 THE DEPONENT: I don't recall anything like that. BY MR . MUMNIA: Q. Are you aware that 1001 is actually the company that was sold to CRH? MR. FALLER: Same objection. Object to the form of the question because it's no foundation and not based on facts in evidence. BY MR. MUI~IA: Q. Your attorneys from Morgan, Lewis & Bockius never told you that it was 1001 that was being sold to CRH? MR. FALLER: Object to the form based on facts not in evidence. THE DEPONENT: I don't recall them ever telling me that. B Y MR . MIJMNIA Q. Dean Swartz never sent you a memorandum saying 41 1c 1: l~ l~ 1~ l~ 16 17 18 19 20 21 22 23 24 25 1 that the documentation he had reviewed did not support the 2 positions that the estate was taking with regards to the 3 sale? ~ A. I don't recall about that, Bobby. ~ Q. That would be a pretty important memorandum, ~ wouldn't it? ~ A. Yes, it would. 3 Q. And you don't think you've ever seen it? ~ A. I don't recall ever seeing it. ~ Q. Who is George Miller? A. George Miller, I think, was in the accounting department of Pennsy. Q. Are you aware that Pennsy had its own safety deposit box at the Hamilton Bank? A. I don't recall. Q. You have no knowledge of that? A. The Hamilton Bank? Q. Yes. Downtown, the main branch of Hamilton Bank downtown Harrisburg where John Tooten's (phonetic) office was. A. Say that again; not that what you just said, but the question you asked me. Q. The question was, were you aware that Pennsy Supply had its cwn safety deposit box. at the Hamilton. Bank downtown? 42 1( 1] l~ l~ 14 15 16 17 18 19 20 21 22 23 24 25 1 MR. FALLER: And I object to the form just because I don't know if that's the case. 3 THE DEPONENT: I don't recall right now. ~ BY MR . MLIMMMAA : ~ Q. Do you recall Mr. Boswell and Mr. Lake coming ~ over to Pennsboro Manor two days, in fact, the Monday after ' Dad died, with new signature cards for the bank accounts? ~ A. I don't recall that. ~ Q. Well, for all the accounts that Dad was ~ signatory on, they needed new signers, correct? A. Yes. Q. Do you recall Mr. Lake and Mr. Boswell coming over with new signature cards? A. I don't recall it now. It's been a long time. But two da ys after your dad died I wasn't in very good shape. Q. I understand that. I can appreciate that. I'm just wondering if you remember how that transfer of signatures was made? MR. FALLER: Can we take three minutes, two minutes? I know you've got more, and I know you've got some. iA brief recess was taken.) B Y MR . MIJ?~ Q. Did you ever authorize -- well, were you aware • 143 _I of the United States, USF&G Company? L C t c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 A. Yes. Q. Did you ever instruct Pennsy Supply to cancel their surety agreement with USF&G on the Kim-Bob and Adams County Asphalt Farms? A. No. I never gave them instructions to do that that I know. Q. You never talked to Tommy Phillips? A. The name doesn't ring a bell. Q. Never sent a letter to USF&G withdrawing your support for the Kim-Bob and Adams County Asphalt Farming? A. Bobby, I don't recall doing it, and I can't believe that I would have done it. Q. Well, you know that to do that would have put Adams County and Kim-Bob out of business? A. Well, I wouldn't have done that; you know that. So if they had anything with my signature, they got the signature on another paper and transferred it, I can tell you. MR. MUMMA: That's it. (A brief recess was taken.) NIR. JACOBS: Before I begin just so I think we're ail or. the same page when it comes to ground rules, it's become clear that we're not going to conclude this deposition today. ~ 144 9 C E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 So Mr. Mumma has kindly agreed to interrupt his questioning so I can at least get a start on some of my questioning. Aral then. we'll arrange a prompt mutually convenient date to continue it. I gather it may be in Florida. MR. MUNIMA: Well, I haven't even agreed to that. MR. FALLER: He hasn't agreed to that. We'll work on that. I said what I'd like to do is go to the judge and get some parameters, just at least a time limit, whatever that is, if we're not going to be five days or ten days. And whatever it is it is, and we'll ask and do that so we know what we're doing and get it finished. EXAMINATION BY MR. JACOBS: Q. Mrs. Mumma, good afternoon. A. Good afternoon. Q. My name is Ralph Jacobs. I'm an attorney. I represent your daughter, Babs Mumma, in this case, and I'll be asking you a number of questions. If you don't hear or understand any of my questions, please let me know; I'll be glad to rephrase them or repeat them so that we're all certain that we understand each other. A. Thank ycu. Q. And any time that you need to take a break, ~ 145 L c E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 please let me know. A. All right. Q. You are one cf the executrixes of your husband's estate. Is that correct? A. Yes. Q. And when you were originally -- when you originally started to serve as an executrix of the estate, did you take some action to collect or inventory the assets of the estate? A. Yes, I'm sure we did, but we didn't -- we hired attorneys to advise us and to see that things were done because I'm a babe in the woods about that stuff, and I wouldn't want to do anything on my own as an executrix. So anything that we did, Lisa and I, we checked it with attorneys first. Q. And referring to attorneys in your last answer, was there any particular law firm that you relied on? A. Morgan, Lewis & Bockius; in the beginning, probably Bill Boswell. Q. Is it fair to say that one of the major assets of your husband's estate was stock in various companies? A. Cf his companies, you mean? Q Yes. A. Yes. Q. And another asset would be some real estate c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ~ i 146 L interests. Is that correct? '- A. Yes. 3 Q. Did someone prepare for you or did you ask them l to prepare a list of the various stock interests that your > husband had? A. The attorneys took care of all of that. ' Q. What did they prepare that showed ~°our husband's ownership interest in stock? A. You know, I can't recall right now. Q. Did you have anyone prepare a list that showed your husband's various real estate interests or the values of those interests? A. We had, yes, attorneys, we did have inventory taken, if that's what you're asking. Q. And do you recall a specific inventory document being prepared? A. I know we had a Harrisburg realtor give us appraisals. And I can't remember the name, but they're prominent realtors in Harrisburg that gave us appraisals on the inventory. Lisa would be better answering that. Q. What was the approximate value of your husband's estate at the time he died? A. Well, that's hard to say because he had a great deal of debt at the time. So off the top of my head, I can't tell you right now. L E i 8 0 J 10 11 12 13 14 15 16 17 18 19 2G 21 22 23 24 25 U 147 Q. Can you at least give me a ballpark, an estimated range of about what the value of the estate was at the time he died? A. Well, not really. He owned real estate, but he had a lot of debt. Q. When you refer to debt, I take it you're talking about his personal debt as opposed to moneys that some of his companies might have owned? A. Yes. Q. I think you had testified earlier today -- I might be a little bit confused about this, but something about a million dollars in personal debt? Or maybe that was a question you were asked. A. I think I was asked the question, but I'm not sure. His personal debt was at least a million dollars. Q. Was it in that range of about a million dollars? A. I can't really tell you, but I know it was a million dollars. Q. When you first started out administering the estate, did you have some general plan of how you were going to manage the assets? And by that, I mean was there some plan to -- sometimes people will convert them all to cash because that's very liquid, other times they plan to operate businesses or develop real estate because that's how you get a lot of value. C c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 140 - I'm just wondering as the executrix if you had '. kind of a general approach you were going to take to the 3 estate's assets. ~ A. I wasn't going to make any definite decisions > for a year because it was a complicated estate and I needed a lot of information and I wanted to get the debt paid off. Q. And were you able to do that in the first year or so? A. Pretty much so. Q. So after a year when you had the debt situation under control and you had more information, at that point did you formulate an overall approach to the estate's assets? A. Well, I think that I was definitely going to keep most of the real estate. I wasn't going to make any rash decisions for at least a year to 18 months. So I really didn't have a plan; I wanted to get the overall picture. Q. Okay. During his lifetime, had your husband expressed an interest in having the family remain involved in the real estate to develop it in part to carry on the farnily tradition of developing real estate or getting value from real estate? A. I really don't know. I know that he would liked to have developed Amity Farms which we had. and some of • 149 L these other things during his lifetime; he would like to have gotten started in that. 3 Q. At some point during the administration of the 1 estate, certain pieces of real estate were transferred to > other entities. Is that correct? > A. I'd like to know which real estates into what c 1( 11 1L 1? 14 15 16 17 18 19 20 21 ~~ 23 24 25 entities. Q. And I'm not trying -- A. Anything that we did like that was on advice of a professional. I mean, we didn't just decide to transfer on our own. We didn't do anything without consulting someone that we could fall back on and say, look, we didn't make this decision quickly or anything else; we engaged someone to check it out, appraisals for the property, and we used attorneys. Q. I appreciate that, and it's my understanding that while you were the ultimate decision maker, you and your daughter, Lisa, were the ultimate decision makers, it sounds to me that you relied greatly on the advice of the Morgan Lewis lawyers for an overall strategy or approach to handling the assets. Is that right? A. Not only that, my husband had just engaged Morgan Lewis. He was doing a new will. Unfortunately it didn't get done. And I forget what I was going to say. Q. Well, we were talking about the overall 9 E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 150 strategy. Let me give you an example that might clarify it. There's been some testimony already about the MRA, the Mumma Realty Associates. You recall that? A. Yes. Q. Is it correct that that structure was Morgan Lewis's idea, not an idea that you and Lisa came up with? A. No. I guess they gave us -- we asked suggestions, and explanations of the suggestions. Q. And if I understood you correctly -- please tell me if I'm wrong -- that they told you this MRA was a good idea because that was a structure that would protect you and your family members from being sued individually? A. It was some way that that was done that apparently that they couldn't come in on the kids and sue them. That was our understanding. Q. Was there any other reason to use this MRA structure that they told you about? A. Well, for income. Q. You mean by keeping the real estate, you could generate income? A. Yes. Q. But using the MRA as opposed to a different kind of corporation cr partnership or other kind of legal structure, did Morgan Lewis tell you there was any other reason they reccmmer~ded the structure? 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 151 A. If they gave another reason, we would have listened to them; and if they thought it was a better reason, we would have done it. I really can't say; it's been so long ago. Q. But the reason you relied on it is it would protect the individuals from being sued? A. Yes. That was my big interest; I didn't want my kids hurt. Q. And there was another entity called Bobali that had some real estate? A. Yes. Q. Can you tell me why some real estate went to Bobali, some real estate went to MRA I and some real estate went to MRA II, if you know? A. Well, Bobali, we had -- Bobali had something in Florida also, but I don't remember what it was. And I think that he just didn't think everything should be in one basket. Q. And by he, who are you referring to? A. My husband. Q. And is it your understanding that there are two different MRA entities? A. Yes. Q. Why are there two? A. There was cne done so that if something happened 3 4 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 152 with the kids and somebody went to sue them, the way the structure was done, they were protected. That's the way it was explained to me. Q. Do you know why there were two different MRAs instead of everything in one MRA? A. I think that was one of the reasons, but I don't know that for sure. Q. Were there any other entities besides Bobali, MRA I and MRA II that got any of the family real estate assets, as far as you know? A. Any of the family real estate? Q. Any of the estate's real estate assets. A. I don't think -- I don't know. I don't recall right now. I'd have to think about that. Q. Let me see if a document will help us out. (Kim Mumma Exhibit No. 4 was marked.) BY MR. JACOBS: Q. Let me show you what's been marked Kim Mumma Exhibit Number 4 which appears to be a letter dated January 29, 1987 from James Helsel to George Hadley. Have you ever seen that before? A. Going back that many years, if I had, I probably wouldn't remember it. Q. Fair enough. Does this look like tr.e kind of list of real estate values that you were talking about a 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 153 few minutes ago, or is this something different, or can you tell? A. Well, I'm assuming that this man knew what he was doing. Not being in the appraisal business, I think that this is probably correct. Q. Just glancing at the various descriptions of the properties, do these appear to be properties that were owned in whole or in part by the estate? A. I can't answer that because I don't really recall right now. Q. Well, as you look at the list of properties in this letter -- well, let me point out something first and then ask you that question. On the second page, do you see there's a total of almost 15 and a half million dollars most of the way down the page? You see that? A. Yes. Q. And that's identified as, quote, total indicated market value Robert M. Mumma estate, closed quote. Do you see that description? A. Yes. Q. So at least judging by the letter, it appears to be a list of properties of the estate that are valued at 15 and a half million. My question to you is, looking at the various E c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 r~ U • 154 descriptions of those properties, is there anything on there that you have any reason to think did not belong to the estate? A. (Perusing document.) I don't know how to answer that question. I mean, I know of these properties. Q. Fair enough. Well, let me -- A. Let me just ask you this: Some of these properties are probably combined. Q. Meaning that there might be several different tax map designations but they're all contiguous properties that you would think of as one item? Is that what you're saying? A. Well, that and -- well, I have to say that this was a very reliable company and I'm sure that what they valued it at is probably true. Q. Let me just, as an example, take the first one, Amity Hall Farm. What did the estate do with Amity Hall farm? A. Oh, we have it . Q. And has it been A. Not yet. It was it as a horse farm. 69e had up there. That's as far as Well, I say we. it, but we talked it over. developed in some -- excuse me. W barns built, and we'd gotten. We talked -- you Together is what way? did develop we had horses kids handled I meant. Is 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 155 that what she's conveying? MR. MLJMMA: Can I ask a question? Is it representation that ail of these prcperties were owned by my father? MR. JACOBS: Is who representing? I'm not representing anything. Just so it's clear that the exhibit bears Bates number MLB 03285 on the first page, so I received it in discovery recently, and I'm just asking the witness about it. So, Mr. Mumma, if you're asking me if I represent anything, I don't know anything about the circumstances of the -- MR. FALLER: Other than that you got it from MLB with the number on it. MR. JACOBS: Recently, yes. Did I answer -- MR. MITMMA: That's fine. BY MR. JACOBS: Q. Anyway, going back to the point you were making that you wanted to understand all of the estate's assets, you wanted a year or so to pass and then make some decisions. After you had gotten information about the estate's assets, for example, in this January, 1987 letter and after you had let some time pass and after you had gotten some opportunity to be counseled by Morgan, Lewis & Boc:kius, did you come up with an overall approach tc what G 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 156 you would do with the real estate owned by the estate? A. Well, basically I think we were going to develop most of it, if it could be developed. And, of course, the quarries and things we certainly were going to keep. Q. And I assume that one benefit of developing the real estate is that you would either turn it into income-generated property or you would increase its value and then you could sell it. Is that the thinking? A. Yes. Q. So going back to the example of Amity Hall Farm, after your husband passed away and after January 1987 when you get this appraisal of the farm for a million dollars, what, if anything, did the estate do to develop that property? A. Well, we haven't c~~nP mi~rh of anvt-hinrr l,,,r uA„t- the property. Q. There are a number of handwritten notations on the second page of this document, and I would just represent that those handwritten notations were on there when I received the document from Mcrgan Lewis. A. I don't know who wrote those. Q. Neither do I. My question is, what did the estate do to develop Amity Hall Farm after 1987? A. We haven't done anything. We just were holding on to it for ncw. The children wanted to keep it in the 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 157 family and do something with it. Q. Is there any particular reason why the estate -- I mean, did Morgan Lewis suggest that you develop it and you decided not to, or was it their advice that you should just hold on to it and not develop it yet? Explain to me how things progressed in the last 20 years. A. We11, I think we were going to ultimately probably develop it, but we didn't get very far. We had problems. Q. What problems? A. Oh, family problems. Q. You referring to just general family situations or anything specific to Amity Hall Farm? A. Just family. Q. Just general, nothing specific to that parcel? A. No. And we would definitely have kept the quarry sites. Q. Let me back up. MR. MUNIIKA: I missed that answer. What was that answer? MR. FALLER: Definitely would have kept the quarry sites, is exactly what she said. BY MR. JACOBS: Q. Let me back up just a little bit for context. Who drafted your husband's will? G 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 L '' 5 s 158 A. Earl Compton originally. And he was -- Bill Boswell. But Earl died, but Bili Boswell took over. Ard he had just had a new will done from Morgan Lewis, and he wanted some changes made. And he died before he got them made. He died shortly after he did the new will. Q. So the will that was in effect was the cne that Mr. Compton drafted, not the new one? A. Yeah. Bill Boswell drafted that. He was with Compton. Compton died, and he took over the firm. Q. Was it your understanding that the general approach of the draft prepared by Morgan Lewis was pretty similar to the existing will that your husband had? A. No. Q. What differences did you understand were going to be in this new Morgan Lewis will that he never got to sign? A. I don't want to say because I'd have to think about it a little bit. Q. Is there anything that comes to mind? A. Well, the children's ages were different, and we had, he had Lisa then. I can't think of anything else. I just think that he decided he wanted to revamp his will; bring it up to date is what I'm trying to say because of taxes and that type of stuff. There had been changes made in estate taxes. L 9 E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 159 Q. Fair enough. Generally you understand that you are the beneficiary of all of the income of your husband's assets during your lifetime? A. My lifetime, and I had a five-percent withdrawal. I could take the income plus a five-percent withdrawal, but I haven't done that. I've taken income from a five percent withdrawal, but I don't think I've taken any income. Q. I'm sorry. Let me see if I understand. That you understand that under the will as it exists, some money you get automatically and some money you have a choice to take or not, correct? A. I've seen it in two different places. One is I can go in and take five percent; one is I can get the income for five percent, and I'm trying to find the papers. All of a sudden they're not there. Q. But would it be fair to say that your desire over the past 20 years is to receive what you had to receive and to leave the rest in the estate if you had a choice? A. I had income of my own, and I was going to try to keep the estate for the children because that goes four ways when I die, and I didn't really need a lot from the estate at the time. Q. So it was your desire to to}.e just the minimum 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 160 that had to come to you out of the estate or the trusts? A. Well, I could make up my mind because maybe something would happen one year that I would have needed to use it. It was flexible for me. Q. As you sit here, do you recall any situations where anything came up where you needed to take that discretionary money that you could take? A. Maybe I took some when I was paying off his debts. I really can't say offhand. I don't recall specifics right now. Q. But is it your general impression that most years you chose not to exercise your discretionary right to receive more money? A. No. I did get some money, but I can't tell you how it was done right now off the top of my head. I tried to keep the estate money pretty close for the four children. Q. To keep it in the estate or the trusts for the children? A. Yes. I tried to do that where I could. Some years I could do it, some years I couldn't. Q. And ycu understand that the way your husband's will is set up your fcur children share equally in the estate, or actually in the two trusts set up? A. At my death. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • r~ U 161 Q. And that was also the structure for the draft will that Morgan Lewis was preparing, correct, that the four children would share equally? A. Ch, yeah, that they would share equally. I think he had some other -- he was changing some of the things in the will for tax purposes. Q. And so at the time your husband prepared his will at the time of his death, he seemed favorably and equally disposed towards all your children? A. Oh, yes. Q. And did you and your husband on occasion speak to a tax advisor or some legal or financial advisor about estate planning? A. We had Karl Felmeden; we got a lot of information from him. Q. And so I assume that from time to time you sat down with Mr. Felmeden and sort of described for him your ideas and your husband's ideas about the future? A. He was from Buffalo, and George Hadley was with, who was going to be here for deposition, I guess. My husband, we had very good friends in Buffalo. And Harrisburg is a town, and particularly the attorney we were using tells everything he knows. So my husband asked his good friend who he would suggest, and he suggested Karl Felmeden from Buffalo. And George Hadley was his 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ~J 162 side-kick, so it worked out very well. Q. And did you and your husband describe to Mr. Felmeden the idea that your son, Bob, would appear to be the natural purchaser for the family business should your husband pass away? A. I don't think that was really discussed. I know that he wanted Bobby to end up with the business ultimately. Q. Your husband did? A. He would have liked for him ultimately. Q. And at the time, you shared that view also? A. Yes. Q. And after your husband did pass away in April of 1986, at that point you consulted with the lawyers at Morgan Lewis about how much money there was and what your ob:Ligations were? A. Oh, yes. I talked with the attorneys, yes. Q. And did you explain to the lawyers at Morgan Lewis what use you wanted to make of the money and your thoughts about your children and sharing with future generations? A. Yes, we talked about that. Q. Do you remember explaining to Morgan Lewis that you were looking for ways even to use the income that you would get to do things that might allow you to pass some of 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 i63 the family wealth on to future generations? A. I didn't get into a lot of discussion at that time about it. I wanted to take care cf my children basically. And I was taking it easy; let's put it that way. Q. And certainly -- well, let me ask the question this way: In 1986 after your husband passed away, were you feeling genero us equally to all four of your children? A. Oh, absolutely. Q. And you would have made that clear to Morgan Lewis? A. Oh, yes. They knew. Q. And at that time, were you pretty open with your four children about the estate and the assets that were in it? I mean, you weren't trying to conceal any of the information, were you? A. I didn't try to conceal any, but we didn't go into any great detail. They had a copy of the will. Q. So you certainly weren't reluctant for Morgan Lewis to answer any of the children's questions, were you? A. No. I never told them not to answer any questions. Q. And once your husband passed away, there must have been some discussion with Morgan Lewis about what would happen to the company? 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ~~ C~ 164 A. I didn't get into that too much in the beginning. I know that Arthur Klein -- well, he died in the meantime, and I hadn't had too many discussions with him on it. I think he had some discussions with Bobby on it and sort of misled Bobby. Q. How? A. I just said I think he misled him. Q. Misled him about what? A. Something to do with the estate and the business. Q. Are you referring to a specific conversation or a specific issue? A. No; just general. Q. Well, for example, in 1986, your son, Robert, was still the natural purchaser of the business if there was going to be somebody to purchase i_t. Was that your feeling? A. Frankly, I didn't give any thought to that at the time. Q. Do you know whether anyone from Morgan Lewis ta:Lked to your son about that? A. I don't }:now. I think maybe somebody did. I think maybe Art Klein did, but I don't know for sure. Q. Do you remember telling Morgan Lewis that even though you might legally be entitled to a ccmmission for G 9 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 165 your work as the executrix, you probably weren't going to take a commission? A. I didn't need a commission. MR. FALLER: At what point are we talking about? MR. JACOBS: In 1986. THE DEPONENT: No. I wouldn't have taken a commission. BY MR. JACOBS: Q. And I think you said something about you didn't need a commission? I take it you're saying you didn't need that money. Is that right? A. Yeah. Q. And do you recall your daughter, Lisa, saying that if she took a commission, for example, if there was some tax benefit to her actually taking a commission, that she would share that money fully with her three siblings? Do you remember that coming out? A. I don't recall. Q. But at least very early on in the administration of the estate -- and by that I mean 1986 -- Lisa appeared to be favorably dispcsed to her siblings? A. At that point, yes. Q. Did something change in the first couple of years after your husband died that changed the feelings among the family members? 2 4 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 2~ 166 A. Something happened. Don't ask me what. Q. Can you shed any light on either what happened cr what the effect was? A. No. Q. Let me ask some questions about some specific do>cuments, if I may. (Kim Mumma Exhibit No. 5 was marked.) BY MR. JACOBS: Q. Please take a look at what's been marked Kim Mumma Exhibit 5 which appears to be a memorandum from Karl Felmeden to Robert M. Mumma on the subject of a meeting occurring May 3 and 4, 1984. Do you have that document in front of you? A. No. Q. It's Exhibit Number S on the subject of a May 1984 meeting. A. Yes, I have it. Q. I don't know if there's any reason why you would have ever seen this document before, but let me ask you, as you sit here, do you recall ever seeing this document? A. I don't recall. Q. You may not recall specifically meeting with Mr. Felmeden cn May 3rd and 4th, 1984, but -- A. I don't recall. I said I don't recall it. Q. But I think you did mention generally that you 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 J 167 and your husband met with Mr. Felmeden occasionally to talk about financial and estate planning matters. Is that correct? A. Well, I didn't talk with him about estate planning, but my husband probably did. Q. On the third page -- they're not numbered, but the very last paragraph of -- A. RMM? Q. Yes. There's a sentence that talks about trusts for each of the four children. And then the next sentence in~~ludes the line which, it is deemed preferable to consider having one trust for the benefit of RMM II and a separate trust for the benefit of three daughters. Do you see that language? It goes over to the next page. A. Um-hum. Q. Do you know if that had to do with your husband thinking that Bobby ought to be the one to get the company ultimately or for some other reason? MR. FALLER: I'm going to object because she said she's never seen this document before and wasn't involved in -- MR. JACOBS: Fair enough. Let me backtrack for a second. BY MR. JACOBS: Q. From time to time, did your husband talk to you 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 16s about estate planning generally or what the family plan was for the next generation? Did you and your husband talk about those issues at least in general terms? A. Not really. Q. When your husband prepared his will, did you also have a will prepared? A. I have a will. Q. So you must have had some discussion. Did you use the same lawyer to prepare your wills, sign them at about the same time? A. I don't recall. Q. So you must have had at least some discussion of what the family inheritance plan was going to be? A. Not really. Q. That was really up to your husband? A. Yes. Q. So if it was your husband's idea that there should be one trust for Bobby and one trust for the three girls, can you shed any light on what his thinking might have been? MR. FALLER: I'm going to object to the form. I don't think she can tell of his mental state. MR. JACOBS: I think it's a fair question. Is there anything -- THE DEPONENT: I have no idea. L C E i 8 c 1C 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 r1 U L_ J 169 MR. JACOBS: Fair enough. (Kim Mumma Exhibit No. 6 was marked.! BY MR. JACOBS: Q. Please take a look at Exhibit 6 in this matter which is Mr. Felmeden's memo dated November 29, 1984. Do you have that in front of you? A. Yes. Q. And in particular on page 3 there's a reference to various properties that he intended to transfer into certain trusts. I'm just wondering whether you recall any discussion with your husband about his ideas about the family real estate and the next generation? A. I really don't recall. (Kim Mumma Exhibit No. 7 was marked.) BY MR. JACOBS: Q. Please look at what's been marked Exhibit 7 in this matter, a June 4, 1986 memo to the file number 23939-002. It appears to be a Morgan, Lewis, Bockius file memorandum. But as is the case with virtually all of the documents I'll be using, it's something I received in discovery from Morgan Lewis. (A discussion was held off the record.) BY MR. JACOBS: Q. Mrs. Mumma, you have in front of ycu Exhibit 7 which is the June 4 memorandum. I just wanted to ask you a L 9 E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 170 question about paragraph 9 on page 4. It says, quote, Mrs. Morgan said she would take her commission and would share the after-tax proceeds to her with her siblings, closed quote. Do you see that sentence? A. Yes. Q. And does that accurately reflect what Lisa had said, which is that she'd take the commission but whatever benefit she got out of it she would share equally with her brother and two sisters? A. I don't think she ever had a commission until recently. I'm not sure. Q. I understand she may not have actually taken a commission in 1986. But what I'm asking you is, didn't Lisa express the idea that whatever benefit she got from: her commission she'd share it with her brother and two sisters? A. That was back in -- Q. '86. A. '86. Q. Before things changed. Yes? A. Yes. (Kim Mumma Exhibit No. 8 was marked.) BY MR. JACOBS: Q. Let me show you next what's been marked Exhibit L E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 171 8 in this matter, a July 22nd, 1986 file memorandum. And I wanted to ask you about the second page of it. The witness has in front of her Exhibit 8 dated July 22, 1986 with Bates number MLB 03263. George, is that right? I just want to make sure I haven't confused the witness. MR. FALLER: It is e. Give us a second to read it. (Deponent perusing document.) BY MR. JACOBS: Q. Take all the time you want to read whatever you want. I'm going to ask you a question about the first paragraph on the second page which says, quote, Bob said that his sisters, Babs and Linda, also felt that they were being left out; he thought a family meeting with me present to discuss things would be a good idea; I said that we too haci thought a meeting should be held, but given Mrs. Mumma's reluctance, we would not push it at this time. Do you see the language I just read? A. Yes. Q. Now, that seems to say that suggesting that they wanted tc be open all your children but somehcw you were ask you, is that language accurate or A. I don't know why I would be Morgan Lewis was with information to reluctant. Let me inaccurate? reluctant. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 172 Q. I think you testified a few minutes ago that you -- A. Year. I didn't have any reason to be, so I don't know where he got that. Q. Fair enough. In the next paragraph it says, quote, I told Bob that I had the impression that his mother and Lisa viewed him as the natural buyer of the building materials business if it were sold. Do you see that language? A. Yes. Q. Is it fair to say that at least in July 1986 that was how you and Lisa felt? True? A. Yes. (Kim Mumma Exhibit No. 9 was marked.) BY MR. JACOBS: Q. Now, let me show you Exhibit 9 which is an August 22, 1986 memo, first page Bates number MLB 03258. On page 2 in the last paragraph it talks about you using the income from the estate to buy $3 million in life insurance. Do you see that? MR. FALLER: Can we get a moment to read it first? Do you want to read the whole -- so you know what the context is? THE DEPONENT: Yeah. (Perusing document.) 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 173 BY MR. JACOBS: Q. My question to you is, does that language I read accurately reflect your feeling at the time, that you wanted to use the money that you'd be getting from the estate to benefit your four children equally in this case by buying a large life insurance policy that might benefit them after you pass on? A. I recall looking into it, but I don't -- I decided not to do that. Q. I understand that you may not have actually funded this particular idea. But what I was getting at is, does it accurately reflect your feeling at the time that you were feeling generous and equal toward your four children and wanted to use the estate assets in ways that would ultimately benefit them equally? A. Yes. I wanted to take care of my children. Q. In fact, the last sentence of that same paragraph says, quote, if the income is in excess of her needs and the insurance premium -- A. Where? I'm on the wrong page. Q. I'm on the very bottom of page 2. If the income is in excess of her reeds and the insurance premium, she would be generous to the children and grandchildren in other ways. Correct? A. Yes, I said that. 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 174 Q. And that accurately reflected your feeling at the time? A. Yes. Q. And was that why it was your idea to leave as much money in the estate and the trusts as you could unless you had some specific need for it? A. Reasonably, yes. (Kim Mumma Exhibit No. 10 was marked.) BY MR. JACOBS: Q. Now -- and this will be my last document. Please look at Exhibit 10. When I say last document, I mean last document for the afternoon. Mr. Mumma, I apologize. I don't have an extra copy of this one. MR. MUMMA: Just let me see what it is. I may have reviewed it before, and George can make me a copy of it before I leave. MR. JACOBS: It is the March 10, 1987 file memorandum. On the first page is Bates number MLB 03279. MR. MI.TMMA: That`s fine. BY MR. JACOBS: Q. It seems to me to say in the first paragraph that you called Artrur Klein in 19x7 and told him that you wanted to take as much money out of the marital trusts as you could. Do you see -- 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 175 A. Where are you? Q. Well, let me read the first paragraph and then ask you a question about it. It says, last week BMM -- that refers to you, those initials? A. Yes, I'm sure. It could be Babs, but I'm sure it's me. Q. Last week BMM called; and in the course of our conversation, she let me know that she would like to make withdrawals from the marital trust to the maximum extent she is permitted beginning as soon as possible. Do you see that language? A. Yes. Q. And it just strikes me that that doesn't accurately reflect the idea that you had at the time of leaving as much money in the estate and trusts for future generations. MR. FALLER: Well, object to the form because I think the memos are separated by, I think, about nine or ten months. BY MR. JACOBS: Q. Let me ask you more directly. In March 1987, is there any reason why you would have wanted to take as much money out of the trusts as quickly as you could? A. I don't recall what the reason was, but there had to be a reason, but I don't recall what it was. 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 176 Q. Well, when you say there had to be a reason, do you know whether or not this letter, this memo accurately reflects a conversation? I mean, do you remember having that conversation with Mr. Klein? A. I don't. MR. JACOBS: It's already getting clcse to 5, and I know a number of us have other obligations. MR. FALLER: We said we knew we were going to have to reconvene. I suggest we keep it up and get it done as soon as possible. MR. JACOBS: Anything else we need to put on the record? MR. FALLER: No. MR. JACOBS: We'll reconvene at a prompt, convenient date. (The deposition was suspended at 4:40 p.m.) 2 3 4 5 6 7 a 9 10 11 12 13 14 15 16 17 is 19 20 21 22 23 24 25 • • 177 COMMONWEALTH OF PENNSYLVANIA ) SS. COUNTY OF CUMBERLAND ) I, AMY R. FRITZ, R.P.R., a Court Reporter-Notary Public authorized to administer oaths and take depositions in the trial of causes, and having an office in Carlisle, Pennsylvania, do hereby certify that the foregoing is the testimony of BARBARA McKIMMIE MUMMA. I further certify that before the taking of said deposition the witness was duly sworn; that the questions and answers were taken down stenotype by the said Reporter-Notary, approved and agreed to, and afterwards reduced to computer printout under the direction of said Reporter. I further certify that the proceedings and evidence are contained fully and accurately in the notes taken by me on the within deposition, and that this copy is a ~~orrect transcript of the same. In testimony whereof, I have hereunto inscribed my hand this 14th day of February, 2007. i `t (~_ ~ -i ~- .._..~._ _~,,:~TA~IA~ 3EAf:~~ Notary ublic '~.\ `,i'r" R. ~ ~=t'iZ, {'t;T~.7Y .=U3L1^v ~~ ~ '':,iT'( ~r U,,;~I..ISI.E, ~~UF.iuERL'-.AJi~ COUNTY ~'!1)' G!'`AI4tiSSE^~ c~Pl~ES M~1Y 23, 2010 LL.. ~....o.....~~.> f~7/15/2005 19:52 7176129722 MANN REALTY Jrrv-CJ-c~'f ic:'1 A ~~ I'I~RN L.EWIS P1iI~ PAGE 02/14 • . • ea~7o,s~ei r.a~~iq ^.,-~ r.......... ~ owuw ur ..,,. 1701 Sf~ PhUadNphfo, P,419103-29~ 1 ' ~~ n ,C~q~ = n~ 1 ik 215.963.5000 'r7"""~ ~ ~-~ . F8K:21S.9~3,~AQ1 ~ wM~Y.RIpf~IIWCOfh c~UNfR~p~~ AT CAS 1NOFlMI J. R~~ sta.ae~.wte '"~~~~M1nMo.o~n Novemetnbex 20, 2006 '~A FIR$T CLASS MAIL Robort M. Mw, II Box s9 Robart M. Mwtum, II ~~ 6aao s8 ~raor ~~~ ~~e~sdale, PA l 700$ Ssu~ ~' 3x996 Re: F,sts~ orRobart M. Mumma, ~aa'a ~+~~.r nt Vision Nn_ 27sn4' C.C.P., G~1~ 'x~ Doer Mr. Mumase: Baclosod for aervica up,~ you ~ a copy pf tha Seoond Suppicmwtal Mumma ax,d Lfat M. Morgue to Di,soove~ry So~vucl by Robort M. M ~espo~gses of Harbarll McK ~fereaceci mater. Thy ongfnal of which will be filed II is the nbpve- witlt the Court of r~r,6. s1Y, 14~c?xf~l J.1'ti~tts MJR/mn, Eaclosum ec: Tuylar P. A~adr+ewa, g~~ (w/ enclosu~+a) ~lph A Jacobs, Esgwru fw/ Gnclasut+e) No V, Otto III, Esquire (w/ atclosu~) Joseph A. O'Connor, Jr., ~9~ fwd caclsume) B`sdy I.. C3~ ~eri~+e (vW enclosure) / "'`b'w'~ waeM,~,rm aMw rock I.a kgolu life r~ ~ r1bAb NoAwnYiQi„ Horr6dfp NMpa Pollen ~ T ~sefb Fark~fl~~ ~ EXHIBIT ©7/15/2605_ 19:52__ -7176129722 MANN REALTY PAGE 03/14 G1J7b.7~q?1 r, ~rlq ~~ .. ~' ~ ~ou~lr of co~orr rLEtiq of ~ERL.~ivD couNrx, ~~,vArnd- YN RE ~S7ATE QF t ORp~+g C'4URT DNIS,jpN ROBERT IIL ~, s DCaased. - NQ 2i-~i.39g gECO1VD SUppLII1~VT,~, RESP'4NS$S QF ~IAY~-~ MC?G hlU11~I+YA AND 11~IOR(3AN'r'O DIBCAYt~rtev ~~~.. ~.~,~........-- _ _ _ Ia arco~+dancc with the bttcr of Tayloar P. And;~rwss $eq~ datied October 7 9, 2005 and diet-usei M at tba prq. in tiffs mmttar ~ ~, Barbels I1ScE„ M~nttme and °~~` ~ to the Diawve~y Ro9~r la the Fodn of Mnmms. II ~ p °i° °f ~ ~rrod an them by Robert M. numhber 1. L~~Y ~ and e8iaexs of each of tho aamPeaies listed iu Y~ A~w~ bo answer t+nr e^ci, y by xear bed vvlth 198b, Mts. Mw~ma ~ Mre. ~ ht Bill by f+a~reoa tbadr ~Pv4saa to this ice, WitboRt# w~vrar o~'aad objoctiot~ And f~nUowttfg ee~d ~ wbject to thedr obje~ians„ tbeY nn~aa tt~e ~~~ death of Mr. Mumma 3r., the DIt~ettors of both of ~~ea~ oo~p~o~ions vvap ae IIeachara McK. ~& Robezt M. Mnnnna, II Berbiari M. MaClune Lixids M Roth Lisa M Mangan Tbo oH3ce~t of both campavies were as follv~ws; ©7/15/2005 19:52 7176129722 MANN REALTY PAGE 04/14 ' Jh~4-G3-~f017'f lb~'1 ~ MpflT]WV L~W15 F11!!.H 1~IH • ii»oa~~a ~ .._.-.. ~~ Robesrt M. Ivl i~r. --Prrsidcnt ut>si~ II -Vice President Barbara M. MoGlur,e _ g~~y Pamela G. Saneitzer -- ~ttataat ~e~oretary Barbara McK.1Vluauua - Riahard A. I,ah><raamn ... gtsistaaat der M °r abotat ~° ~ 'r ~- a $ r~ held Mrs. Mme, ~ Morgan, Mr wYams, lI, Ba><bara M. McClzme~ Linda M. Roth sad Carl F~ aocountam fbr the M ih»uiy corpoo~dv~. To the beat of Mrs. Mwaima's and Mrs. ~t~dt Mrs Mwm~na~ would be ~S ~ oA' fr ~ and Proafdaat of lvaaia TLs directors od't8ea aorpo~atioa als aftlae date afMr. Muwe~ly 9r.'s death w+enc: Robert M. M ~ wry G. Lake, rr. To tie tamed otMta. Mumma a+ad Mrs. Moresn'e taanwlod~o, No new di:ecooers ar officers have beat rlected. Imo, Mulns>m ~, Mares mm teat awsto whother Mr. I.aba is ~ a dimctor ofihe- taocpcxstio~q, md~y lsc~ ~,~, ,~ ~~ that The al~oers of Hiigb.,''4poq, Iac. at the time ofMr. Mme, ~;+s d~ w,~ Rdaeat M. kiumnnnt, Sr. - P~ddaat Wdl~ln D. Boswell ~~ ~ ~. Mtn atad rata. Mos~m bet~eve that Mr. Maamma, II ~ prry ttta Duty oi$eer 07' ~8~3pec, lif0. They Nt+C uasb~te oD p4~rfiC the date on whfoh Mr. $negapll, w,ha d{ed iaz ?001, oeoaaed to beat; office; ~.g~ Lac. hat bops the ~jeart of ahugt>latder ~~ ~~~Io~rJda ado oo~nrt since 159. {8a F,~claiMt L to As of Mr. Mumma. 3r.'s ~~, ~ direarasa o~Bobali ~ ware +s i~al3owa,: Barbara M ~~ 2 b 1/ 15/ 1i~~15_ 19:52 _4 7176722 MANN REALTY PAGE 05114 _. - .._ «„~w,~~ ~cw~J rni~h l~Iri • 0139635801 P.8`j/14 ~, Robart 11d. Mumma, g Barbara M. McCluQe L3~da M. Roth L1sa M Mozgan . Morgan and I1~ra, Mumma believe lust Barbara M. McC2t~ r~g~ as a direcoa~, Muuuaa was eleotcd as the sale din~ctor of rho ~rpdmiion at a meeting opt ~ s~v]~ an AprYl l 8,1441. rho o#19peA OfBobali f`~ as of Mt. M 3r."s death we~x RDbert IyL , Sr. -- P~d~t; Tresl~uer Barbara McR. Munrn~t -- 3ec~ry Paaael$ (~. SSmelt-0ea -- p g Y A. Yana _ ~ T~easruer Ow Fel#cu~y 1,1987, tba dim+ctcas cteMed tlwc Caxporatioa: ~ offices of Bob~t Ba<besa Mo1C. Mumma ~. pip,t !''sa M. r~°x P~idart ~haed A L~ .. ~drnme T Harbrrrx 1bL Mcquso _ $, PgmeJr~ (3. Smett~e~~- q;~~ g~p~, ~ ~$ rnny also bav+a served as A~ gY d~Ag the 1987-19$S ~ Ma3' ~' 1988, d~a dim~ocs elate bra ~aatowit~ offiiaGra: ~~bara M. McChrm _ ~ Barbm~s 11+IcdC. Mme _ , ~' Liada bL Rotlt - Vroe P~icbnt RQbart M. ~ II - 7~aasracr . Iasa M. _ 8~n+t+aY. pmt 1'resstuet II realgmd ~ T cn Judy 8, l 48$y and Mrs. Map, wed tlt~ On Apcf123,199~ tbo fnllowi~g indtviduay were elected ~ ~~ of Bo~li ~': Barbara McK Mumma - p~~ Lida 11~L Rath .. y~ p~~ Lisa 11~ Morg~t _ g~r~,, ?ieasurer 3 07/15/2005 19:52 7176722 MANN REALTY PAGE 06/14 J~'~-200'~' 16 ~ 52 MORGAN l_EWIS PM 1 LA 12TH 2155635001 P. 06/14 ~' ~, ~ aprit 18, 1991, Mrs,. Mut~a, a a: ~ ~~+ direeto~r of Flobali Ccapo aPPa~ haaclf as rataan pnddeut of Bobwli u~d Mn„ Morpen ~ ita aeazntaty and trasauror. No other affiicors wave aPPointed, end Mrs. Mutnme and Mre. Morgan havo held those pc~sitiaae thttntgh and inal>idiag the present, The dircctars otMiddLe Pack, Inc. st Mr. Momma, S~r.'a death wetrr: Robaut M. Mumma, 9x. BarbantMcK. x Rabert M. Mumma, II Barber M. MoClut+e Linda M R,otb Lisa M. Margrai Yta ot~aea at that time was the foltawing: Koboct M. MutZtmer Sr, - Proaidaat„ Tt+cgaa~r Gootgo R bBUer - 9asegry Pame1,~ (). ~ltzpr - Aeaiatartt ~m~y Richard A. I,chmann - Nsgistant T~ur~r On Fabtu~y 1,1987, tbt dit~vctora of the co~po~ion eleo0ed Mra. Mumma as Pt+eanidetttt, No i'latl~r warn ~xk~od ter that time. 't'he oarpo~on wu maeg~d ~ Holaeli The dTreatoes ofNfae Ninety:.Nine„ Inc. ut the time of Mr.11~ea~ns, Sr.'a d4th wo~+e the EoUowJug: Rnba't M. Mwmt~a, Sr. Bates MaK. Mumma Baebara I4L MoCha+o Linda M. Lia-1Vt Mom Mme- Mamma and Mis. Ma~aa boliev~e that ~atbecs M. McClwr+a oaaeod to be a dlt~xrar in or about 1989. Mra. Mutnaw, Mrs. Morgan and Linde M. Roth ttimtdased as duectaa oath flit division of Nme Nu,ecy-Niti~ Inc. in July 1993. 4 ~ ~ i ~. ~i ~~~~ 17: 52 /1 /6129722 MANN REALTY PAGE 07/ 14 - - -- -- ~ ~ ~,.~,..." ...w, a rn~ v~ 1c I n • ~1'"~~1 P. 0`T~14 ~, Ia or about late Aprll 1986, a mere was held among ,may, M Murttm~ ~' Barbara ~ McClure, Lines, ~ Roth aad Karl Ft ~~ Mtg. Morgaq Mr. 14tumma Y ~arstions. To the best of Mss. Mumata': aid M~.1~~ s t for tlae reoollocti~, it was d at the mieeting tout Mrs. Mumma would be Pre+rident of Nino Nlnety. Iac.. ~ and T~ oaf Nme 1Vlnety-Nine, lnc. as of the datc of Mr. Mina, Sr 's w~a~c: Robert M. Mvnima, 3r. - Prtsiden#, '13reaeu~rx ~'b'~+- A4cK. M~ -Vice P Rich~d I'°bau°°°''4~istaut rtrssurpr Barbara M. McCiuor~e - Seerretar~- Pamolat (3. Smieltzer - A~istant ' ~~~~~~ were elocted as ai~3cers at an Apra 29, 1 gg7 ~ of tl~e qty-Nme„ Itur.: Maid. Mtaame - p~ Lisa 141. M~a , Vtoa ~ g~~y Cc~nstana L. Detp~is - A y Rid3at'd A. Lebn~,n ~ Tre~mer n0.~'~ 1~1a wee' alechod as at s Deo~bat Z6, 1988 a~eap~g of the a MaK. Mumma _ p~;~ ~ ~ Matte -- Vtoe Pt+~doatt Aarba;s M. tme ~. gay ~~ A- a--~• rirasurer Brenda Muetor~-, Sri' ~ ~ollowv3a~ wcra ebb ~ ~~ at a Jaaasry 7, X9$9 .~+ . Basra McK Mwmoam - t VICx Predde~t, gam, rye Mt7kr- r Sa~t+ctary Tic i~ remalaed ss afficen of tho won mail its division in July 1993. ~ ° ~° the divlsiott of N atioa CorP• w~+e the smne indi~-i~ ~ y~,~ u1c N'nctY-Nioq lna. directors and o>~c;eni ofthe ~'pOration. Nv new directors or o~~ have becn olact~, Liter Iv1. Mumma 4 07/15/2005 19:52wv 7176722 MANN REALTY PAGE 08/14 ~~n.unY i..cwaa rni~rt to~ri • dIJ7bJJ17n1 r.btf/14 as a du,ector of D-E bistnb~rtios Corp. in a document forwarded by ber than counsel is L~cember 1993. ~lfmmalalowe An~.r:.. t.... The original dfreatara of HwnmeLstown Qucn~~, Inc., which was incorpcuat+od in Decembmr 1956, w~ic; Barbers McIC. Mummy H~arbers M McClure (deciirieod electioen fallowing 45-90 ehereholders' tnectiag . reBigo~ed 490) Linda M. Rom L,fsu M. Morgats s~e+ehatders ~ deGHned election to the board firilow~ ®qp~ 5.1 ggq of is their poeddons u~~~~th ~'. Tba:+aaneun>ag 4n~ae affxcera remained is Joky 1993. The or~l~ineI ot$ceta oi'ths cot~Oeetio~ q~ es follows: Barbara McK, Mumma -~ Pres{dtxit Kiss b~ Moa'8au - Vioe P~id~tt, u~os Berbera 11~L McGlone _ 3ecrerary Tbej- ronaeuiaed the a~cets df the corporation u~l ,~ g,1991, taeetit~g of too ~'+~ dirvt~ors, et winch the toilowing ~ls were elected a, o$i~ts- $arbara McK, ll~amm~t - p I.iae d-[. Mores - V~ ~ ~3', Cieor~e ~ - ~3reada Mtayo~ff-Asotlataru Sac~dptt3r T~OSO ~ividuw,fs te~ined in their positions ntttil tLe divisias of the ~.pormi~, Th° ~ ~ afiicrxs of (3-A-T Dietr~ gyp, w~ ~ ~ iadivldwls who ware, as of the date trf the division of Quarries, Inc., the directors and offiocr9 of the lam corpodrati~. No never dirocto~ra ~ ~~ have been elected sfnec that time. 6 07/15/2005 19: 5Z 7176722 MANN REALTY ~~ C TLe clirectnre of L.ebaaoa Rock, Yne. at Mr. Mwnm~ 3r.'s death were: Rabart hL Mwamg, Sr. Robert M. Mumma, lI Harry [l. I,uloe, Jr. PAGE 09/14 Mrs. Mummy and MIS. Morgan baliev~e that Harty t~. I~k~e, Jr. cxased at samo poiQt to ba a dirootor ofthe axponaioa, though they lack the catpoaate do~eom to verify this belie TLe o~.aota a!'the eorporeoup at the time of Mr. Mumma, bor.'s de~et8 were: Robert M. Mumma, Sr. ~ Pras€dent RAbect M M II - Searatary, Traaaurcr Mrs. Mum and Mra. M~ocg~a are nat s,wat+c that agy additialal o~cors were aver Bleated, though nary lack the corporate r+ecards Do verify this fhOt. The l?a~td sold itg intarest is ~.ebanaQ Rcxk, Inc. tD CRH plo in lame 1993. The oorporatian Lad bccn ttse ettbjaot of shet+abalder aad litigation la Dalplsin aad I..a4anoa C'.otmtiaa sdpce t 955. (gee $xlu'bit L m Suppkmeatal Dlacava~ry Ftespooaes)• 1"he F.e~to, and later the Msaital oust, arovnod a fi~y-paramt lrwr.mst ~a Unica Qauriea, ~. sitioa Docemb~ Y 9,19$6. Naitbar thayy agar mombaca of tLa Mumma femilY haivq, fior Liatorieal raeaons, payed aAY mle ja ~e munag~cnt of tbre.GO~rpaaa8art. Tl~e ~ wac+e Iba dilec~ota of Union Qt~atries, LS~ at 1Vlr. M~mama, Sr.'s death_ Samuel L. AudQs Edarartd R. NorAxd Robert N. Peay filed ~ Feb~tty i941; ainoa that lima, Unigq was, Inc. bas had only two As of Mr. Mumma Sr.'s d~th, the offioera 'the oolporad~ vvem: Robert N Petty - preai~ Tre~ttut Rol~oct Gal$ns - 8ocectary 1]orls Fa>ck - Assistant Se~x+etary in 1459 a 1990, Saar Uic61 bye ~ ~t goc~tary. In 1991, she be~mo tba Pneideat and Treasut+er. 7 07/15/2005 19:52 7176129722 MANN REALTY PAGE 10/14 -~ -- -- ~ .~...,...~,., VVwaa rn~~.n icrn ~ ~1~yb.3~0a1 P.10/14 ~' Iry 1991, Arrietta Q~ Secretary and 'Williaut F.ltis became Assispetnt Secretary. in Dccembtr 1992, Joky Boswell becama Assistant ~~mry, In .ruly ]998, Jacqueline Cox beams L~acrotayy. IA Dccembar 1449, DaAialle Hiown ber.~e g~n~,. ~ lumbar 2004, Vio1d F hacame ~. Thus, Mrs. M~ aid Mtn. Ma~g~ ~ that the csu'rertt nffiot~ o fUuicn Qt~s, ine. are: ~' ~'~ - Wit, ?~aaRtu+or Vidd F~ - 3ecre~y WiIliAnt Bl1ie - Assistant y 1~oswell- Asaistaat ~ 3. ldentefy tha salmi„ ~~ ~. an otbar gals lisEed in yaur aaswar to n 2 Y cO~oao p~vlded to the mmiober 1. Lint the ~ ~ ~ aomP~~ Bated in ~ to is au o~ioa, duroctor, ar ~ eat ~ ~ ~~' ~ by darc. 1f ooe frtdivldual c~aaPlaye~ of zt~ than oas ~ ~sch ~pmq-. If one indivlduat lw ~p1e 1~ whh a silk ~ to 1986. P ~ ~~1'• List ail by Y~ ~~ O . Mrs. I~umme and Mrs. Mores ~ ~ ~ ~, ~ t~ wai~var o~,eoa wbjear to ~ °~~ioas and °b1~~, may mxkc tba M:s. Mwoma amd Mrs. Mmgaa ~oaiv~ed the fpllowing ovmpattas~ fl+om `~13' wbaidtacy ofIJ1~ NinCty-I~F~,e, IAc.: Y s~Y, ~. i4s6 1-~. M„~ s s,~sw MzS Mbar r ISAUO 1987 Mrs. Mamma 5105,350 ~- S 71,810 1988 D-~. 5123,800 21~. MOB 510400 8 07/15/2005 _19:52_y 7176722 MANN REALTY i~~.mur+v LCW~~ i"T71L.H Y~IH r ~9s9 Mrs. M„~ sl2s,saa Mrs. MozB,m 8102,7» 1990 Mrs. Muw~ma s 129,000 Mre. Mor~aa S 89.160 1991 Mrs. Mwnma S 1 23,160 Mrs. Mcu~ari S 5a,97A 2992 Mrs. Mumma 8120,4A0 Mrs. M~'t~ S 31,Sbt) PAGE 11/14 ais~3seoi P. ~~:~1a Mumma aed Lisa Y~ ~ with 1986, list tl>ta ::noimt oftraney P+~ to ~Ha~srA Mc.l~,. Mtazuma. If a~ ~ =ruatees ~- rtbv marital sad ~+esidtwl trusts of Robert Mrmrt ~~ sad fire value of P other than U.9. dollars. list tho Pz+u~rty Mta. Mumma a:ld ~, ~ ~ ~ ~, m&rwoe thdr Prior ~J~ attd # tO ~ 87-• ~ wawa of and sub, f eot to tbefr abj+~otio~ tl~y melao the g seoond ~ ,. hsv+e Sid iix ~ ~ ~ ttt~rteea is diaclosad in the aooough tbep- L'st by year Rothe y~'~° ~ ~ ~'~4' Associates I was ct+eated, plea~c by Mttptma kodty Aseocf ales I. Mm. ~"'a° ~ ~,, ~ m Rtv by rleffera>ce their pror obSot~Iom~t sad lbllQwlag ao~ ~1 ~'~` of and subject 1a tt~r objp~p~, ~Y maka rho ~0 Rte' ~ vdaa-ia-oomtaon rooeiv~ad >~aub ~ ofthe, o f Kim ~ ~'Y C~qy when those twa ~ is December 1986. Tbata, this ins wets llgu~idalod named by elder of the i*m~y htte~l2y ~ a listimg of ~"ai' at~aat peeYja~, beets Aravided ola a# la~to~ Aa shred peevlousl}~, Mr. Mumtuay II)uu asked fiinr, and has Pte' °p~OOa ~ °'"~~~ of assets ad'tho Mumma Aaaoc Fitt-oo~atmdc. He hes ~ ~ t for these szttitiee rs'S their axtets. M». Mutnnria and Mrs. Moorgeo, am awla+e of=,o liatt>ngs of sascts of the M Realty ~asoaates tenancies in common taut have trot altaeady bean pt~vidad Ao Mt: umwa, II on at Icaat one prior occasion„ Ayy aatah listings that have bees lacxted wrxe 07/15/2005 19:52 7176129722 MANN REALTY PAGE 12/14 _. _ . __ _,.,~. .,, ,,,,., ~ ~~,~"~."~, ~.cw1~ rr-t1l.Fi lc IH ~ 2159635001 P. 12/14 .Produced again in connection with the production of documents to Mr. Mumma, II is the it proceedipg_ l 1. 13cgInninS with the year in which Muraina Realty Associates A was created, phase list by year ap assets Awned by Mumma Realty Aasc>Ciates 1I. ~~ ~ LE1v1EN? _ FSFONSfi: Mrs. Mumma and Mrs. Moa~gan ;ucAxporate in flau by refereACe their Prior objections mid ~ ~ ~ interrogatory. Without walvcr of and subject to thou obf actions, they m~ the following eRCOmd supplcsntntat response. ace Second Supple~tital R,esponae to lstterrogatory I O above. l 2. Hegi~ing with the year in which Mumma Realty A,:~ociatea was ctrsaUOd, ploaaa list by Yea •ll assets owned by Mumma Re~ty Associates. 5 Mrs. Mua~ao- sad Mrs. Morga~q ituorporsae In ~ by thou prior objections and respOnsts to t6~s iu~err~ogabor3-, W~out waiver of and aut~jemt to their objectidtta, rimy mince the tbUowing second strpplcrneotal rasponse. Sea Second Stupplament$1 ~ to I~rrpgatnry l0 ib~ave. Datad: Novi Zp, 200b Michael J. Y.D. Nag. S .9357 Mot~n, Lewis ~ Bocldps LL,P 1701 Merloet $troet p~adelp)zie~, PA~ 19103-2921 2l 5.963.5079/5418 Iva V. Ono, III MaitSO~}, Doardor~ Williams dt Otto 10 East ~~ stt~c Carlisle, PA 17013 71?.243.3341 Attorneys for Harban McK. Mumma mad Lisa M. Morgan 10 07/15/2005 19:52-_ y7176~7Z2 MANN REALTY PAGE 13/14 •~.ur., ~-c~•,la rn~v~ ad~n ~ G1~~b.SJ~1 F'. 1.5114 . ~~ ~ ~, r fbd the meta elp~ede ~ the , R~eos aro,et~e,,,,d aanaect m flee b~ p, f ~y ~ ~ ~ betia>: J ~ $lse bereiR elks ~etrde e~ubjeaot p the p~vgeldet at 18 PaC.S. ~ 49W ~~ b ~e~ ~ a~borirt~ia, k~ ~.. Dora: NOVesgbae ~0,1G06 07/15/2005 19:52 7176129722 _.. MANN REALTY PAGE 14/14 ,--~ ••• I I ,. ~.~, 1L I ,'1 ~ G1~J~l r. 14114 ~A1'E OF ~~RVICE 1 herby certi#~+ that an November Z0, 2006, a trtae ~ correct ~Py of tho foregoing Second Supplcn~aral Reapansea of Aarbare h+Ic1C. Mumma and Lisa M. MOrgen to Discovery Served by Robert M. Mumma, TI was s~ervod by first-class mail, paste Prepaid. upon the faUowiaQ persane: Taylor P. Andmv~, Esqu&+e Andrews dt ,iohuson 78 'West Pontftet Street Carli9lo, PA 17013-3216 Robert M. Mumma, Il Box S8 McCormick Road ~Wey PA 17008 Robert M. Mumma, II 6g8n SE Harbor Ci~+ale 'ltuart. FL 34996 Ralph A. Iacobs, Esq, mph A. Jambs d~ Aasociutes LLC 2]5 South Broad Ste, 10th FIoor Pl>iladelP]ria. PA 19107 Dtued: Ndvcruber 20, 2006 TOTAL P. 14 ~.''~~~ ( • ~ ~ April 23, 1986 M E M O R A N D U M T0: File CC: FROM: RE: Arthur L. Klein Lisa M. Morgan Joseph A. O'Connor, Jr. Estate of Robert M. Mumma Yesterday ALK and I journeyed to Harrisburg to meet with our associate, Lisa M. Morgan, and her mother, Barbara McK. Mumma ("Kim") to discuss ML&B's participation in the administration of the estate of Lisa's father and Kim's husband, Robert M. Mumma, who died April 12, 1986. The following items were discussed: 1. '~.LK explained that ML&B could be tax counsel to the estate, or handle the entire administration. Mr. Mumma had a Harrisburg lawyer, Bill Boswell (William D. Boswell, Esq., Berman, Boswell, Tintner, P.O. Box 3787 Harrisburg, PA 17105 [315 N. Front Street, Harrisburg, PA 17101] (717) 236-9377), and ALK said that we would be happy to help with only the tax aspects if the family wished. Kim said that the relationship between her husband and Bill Boswell had become strained and she wanted ML&B to handle everything. Kim told us that Karl Felmeden, the accountant for the family businesses, who had several telephone conferences with ALK about Mr. Mumma's tax planning, strongly recommended that ML&B be the only firm involved. ~ EXHIBIT MLS 03273 2. Although Mr. Mumma owned a house in Florida and spent part of the year there, he was clearly a Pennsylvania resident. His home address was 49 Hillcrest Road, Pennsboro Manor, Wormleysburg, PA 17043 and his Will will be probated in Cumberland County. 3. Lisa said that her father-in-law was a judge in Dauphin County and had a friend, Bill Martson, a lawyer in Carlisle, who would be able to arrange for a private conference with the Register of Wills. The family is concerned about publicity, since the Mummas are well known in the Susquehanna Valley. JOC advised that the probate petition would reveal nothing more than that the estate was "in excess of~$100,000". The inventory and subsequent papers will contain more detailed information, but they will be filed long enough after death when there should be less interest in them. Nevertheless, the Register of Wills should be requested to keep the matter confidential, if possible. 4. It is unclear what document will be Mr. Mumma's last Will and Testament. We were supplied with a photostat of a signed Will dated May 19, 1982 and a conformed copy of a document purporting to be a Codicil to the May 19, 1982 Will, which is dated October 12, 1984. Kim and other members of the family have searched but have been unable to find the original documents. They were drafted by Boswell 's office but they apparently are not -2- MLB 03274 ~_ ~ ~ • there. Furthermore, Kim believes that Mr. Mumma initialed each page of the draft Will ALK had sent him. Mr. Mumma was not well and was ready to execute it fully but apparently witnesses were not available. There was discussion as to the terms of the two documents and how they differed. ALK advised that through disclaimers a satisfactory result could be obtained with the 1982 Will. The substantial differences between the 1982 Will and the ALK draft are: (i) the ALK draft has an accumulate or spray type residuary trust whereas the 1982 Will requires all income be paid to Kim and (ii) the ALK draft leaves the children's shares in trust whereas the 1982 Will passes the children's shares outright upon Kim's death. 5. Kim will return to Florida to search for copies of the Wills. It is possible that the 1982 Will is in a safe deposit box which Mr. Mumma had jointly with his son, Robert. The key to the box has not yet been found. JOC advised that technically no one should enter the box now that Mr. Mumma is dead, and that we would need an appointment with the Pennsylvania tax people to enter the box legally. If no Will is found, we will need a court order to get into the box to search for the Will. We will do no research on the validity of an initialed but unsigned Will in Pennsylvania pending Kim's further search. 6. Kim presented us with Mr. Mumma's personal financial statement as of December 31, 1985, prepared by Karl -3- MLB 03275 __ ~_.. ~.. •1 ~ • Felmeden, C.P.A. (Lucker, Kennedy & Felmeden, 237 Main Street, Buffalo, New York 14203 (716) 852-1470 [Home: 565 Union Road, Buffalo, New York 14224 ((716) 674-1596]) A review of the report revealed that Mr. Mumma's investments and business holdings were in a complicated structure. There is a series of holding companies with the operating business (a large building materials company) in a fourth tier sub, Pennsylvania Supply, Inc. (which has three wholly-owned subsidiaries of its own). The holding companies (PSC, Rim Co. and 999) contain a substantial amount of real estate. The statement shows t9r. Mumma's net worth at approximately $9.5 million but it is not clear what the actual fair market value is. 7. ALK said he would like to meet with Karl Felmeden to discuss the statement. After we of the asset picture, we will be in post-mortem plan. ALK sketched out family goal of keeping Kim's income achieved while at the same time allc children. have a better understanding a position to recommend a a mechanism whereby the at its current level could be swing for distributions to the 8. Mr. Mumma's (and Kim's) four children are Lisa Morgan, Robert M. Mumma, II, Barbara M. McClure and Linda M. Roth. They are all married and there are six grandchildren: Robert has one child, Barbara two and Linda three. The oldest grandchild is 11. Robert,II ("Bobbie") has his own building -4- MLB 03276 ~~ ~' ~- • materials company (Rim-Bob?) and is quite successful. He is also part owner of a quarry in which Mr. Mumma had an interest. Barbara's husband's family, the McClures, own a plumbing and heating business in Harrisburg and she is apparently being well provided for by her husband. Linda and her husband have not been getting along and she has separated from him. She is living with the children in the Washington, D.C. area where she is studying interior design. Linda's husband works for a large telephone company. 9. Mr. Mumma's horses (standardbred) are valued at more than $1 million dollars and the plan is to sell them soon. 10. The 50$ interest in Union Quarries shown on the financial report is in a blind trust with a Harrisburg lawyer, Sam Andes (Samuel L. Andes, Esq., Andes & Vaughn, P.O. Box 332, Lemoyne, PA 17043 [525 N. 12th Street, Lemoyne, PA 17043) (717) 761-5361), as trustee. The other 50$ is owned by the Hemp family, who own a competing building supply concern. This arrangement results from an anti-trust settlement in a suit brought by the Justice Department contending that the Mumma-Hemp joint ownership of Union Quarries was in restraint of trade. 11. The Mumma house at Sailfish Point near Stewart, Florida is in his name alone. Rim owns a mortgage on the property having a face value of $405,000. -5- MLB 03277 .. ~ ~.. 12. We are to prepare a Power of Attorney for Kim running to her daughters Barbara and Lisa. 13. As far as Kim is aware, the Mumma companies do not have pension plans and there are no benefits payable from them on account of her husband's death. 14. Mr. Mumma was an officer in the United States Army at one time. We should be sure to check whether any veterans' benefits are due the family. 15. There is a large amount of insurance on Mr. Mumma's life. JOC totaled policies having an aggregate face value of $310,500 in Kim Company (note the Felmeden report shows Kim Co. owning $677,000 of face value life insurance) and of $300,000 in Pennsylvania Supply Company (note the Felmeden report shows PSC owning $476,000 of face value life insurance). In addition, Mr. Mumma owned a $500,000 policy payable to Kim and Kim herself owned a $180,000 policy on him. Obviously, the insurance picture will have to be fine-tuned when we meet with Karl Felmeden. JOC /rkb -6- MLB 03278 '+ • • MUMMA REALTY ASSOCIATES AGREEMENT AMONG TENANTS-IN-COMMON AGREEMENT made as of the 19th day of December, 1986 by and among LISA M. MORGAN and BARBARA McK. MUMMA, as Executrices of the Estate of Robert M. Mumma, ROBERT M. MUMMA, II, BARBARA M. McCLURE, LINDA M. BOTH and LISA M. MORGAN, Individually, (hereinafter sometimes individually called an "Owner" and collectively the "Owners."). WHEREAS the Owners own 100$ of the real property hereinafter described as tenants-in-common, with undivided percentage interests therein presently as set forth on the signature page hereof, by joint deed of Kim Company and Pennsylvania Supply Company, Harrisburg, Pennsylvania, dated December 19, 1986, in connection with the liquidation of said corporations and recorded as set forth in Annex A hereto attached, which real property is more fully described in Exhibit A hereto attached and made a part hereof, (hereinafter called the "Premises"); WHEREAS each of the Owners desires to enter into this Agreement to provide for the management and ultimate disposition of the Premises and to govern the relationship among themselves during the period of their joint ownership. NOW THEREFORE, the Owners, in consideration of~ the mutual promises expressed herein and each intending to be legally bound hereby, agrees as follows: EXHIBIT j/ ml \ 1i11 ~I~ ~ rl'~i~1C~ +' J .. 1 ~( r_ ~ t3 • `. 1. Term of the Agreement. Each of the Owners by his, her or its execution hereof hereby subjects his, her, or its undivided interest in the Premises to this Agreement for the Term as herein defined, as the same may be amended or modified in accordance with the terms and conditions hereof. The term (the "Term") of this Agreement shall begin as of the date hereof and shall end ten years after the date of death of Barbara McK. Mumma. 2. Appointment of Manager; Authority. (a) The Owners shall select, from time to time, a person (or persons) to act as agent for the Owners (herein called the "Managers) in the management of the Premises as hereinafter set forth, and such person(s) upon the execution of a management agreement with the Owners shall thereupon assume all of the responsibilities for the safe, proper and efficient management of the Premises in accordance with such management agreement. The initial Manager shall be Mumma Realty Associates, Inc. (b) The Manager shall have the duties, rights and authority, for and on behalf of the Owners as provided in the management agreement (the "Management Agreement") in substantially the form hereto attached as Exhibit B. 3. Allocation of Income and Expenses. The Manager shall, after paying the current expenses incurred in the management of the Premises, make payments to the Owners in respect of the Premises in accordance with their respective 2 ~` ~ 1 ~ • percentage interests in the Premises. The Owners shall advance or cause to be advanced to the Manager in accordance with their respective interests, such funds from time to time as may be requested by the Manager as authorized under the Management Agreement, including without limitation funds required to pay for the maintenance, management and operation of the Premises, interest and principal on any loans, real estate taxes, insurance premiums, repairs, work ordered by public authorities and for the cost of any improvement thereon in accordance with the Management Agreement. Should any Owner for any reason fail or refuse to promptly advance or cause to be advanced his or her proper share of funds required after receipt of written notice from the Manager, then, the other Owners at their option, (or any one or more of the Owners if a majority in interest of the Owners shall fail to exercise such option) shall have after written notice to the delinquent Owner, the right to pay such delinquent Owner's proper share and thereafter (a) to acquire the entire interest of such delinquent Owner at its "Fair Market Values, as hereinafter defined, less any amounts paid by such Owners in respect of such delinquent Owner's share or (b) to charge the delinquent Owner and to recover the amounts paid, plus any costs and expenses reasonably incurred, including attorney's fees incurred in the collection thereof, from such Owner (including the right of such Owner or Owners to direct the Manager to withhold future payments due such delinquent Owner hereunder to which such Owner would otherwise be 3 ~ ~ entitled, until the entire amount due from such delinquent Owner is fully paid) . By execution hereof, and as an advance toward of their respective obligation to provide funds to the Manager as hereinabove required, each of the Owners hereby transfers to such Manager his, her or its .respective interest in all of the receivables, and all other non-real estate assets, originally held by Pennsylvania Supply Company, Harrisburg, Pennsylvania and distributed to the shareholders thereof in the aforesaid liquidation transaction which sums the Manager shall have the right to collect from time to time and shall be deposited in the Account, as defined in the Management Agreement. 4. No Partition• Transfers and Encumbrances. Each of the Owners by his or her execution hereof acknowledges and agrees that it is in his, her or its best interest that the interest of all the Owners in the Premises continue to be held undivided, and in consideration of each of the respective Owners agreement to hold such interest undivided and for other good and valuable consideration: (a) Each of the Owners hereby waives for the Term hereof his, her, or its right to have its respective interest in the Premises partitioned, and hereby agrees that no Owner shall for the Term seek to have the Premises partitioned, or his, her, or its undivided interest held separately or otherwise severed from the whole. 4 r ' (b) Except as hereinafter permitted in this Section 4(b), no owner shall mortgage, pledge, grant a security interest in, hypothecate or otherwise transfer, lien or encumber, in whole or in part, his, her, or its undivided interest in the Premises, without obtaining the prior consent of the Owners which consent the Owners shall have the right to refuse in their respective reasonable discretion. Any such transaction purported to be accomplished contrary to the provisions hereof shall be absolutely void. (i) Each Owner shall notify the other Owners (the "Consenting Owners"), prior to granting to any person any lien or encumbrance upon his, her, or its interest, including any refinancing or any obligation secured by a lien or encumbrance already approved by the Consenting Owners, and request their respective consents to the granting of such lien or encumbrance, and the Consenting Owner's as a condition to their respective consents shall require, among other things: (1) that the lien or encumbrance on such Owner's interest shall be created by separate instrument and not as a part of a blanket mortgage or other instrument covering in addition to such Owner's interest in the Premises other property of such owner; (2) that any such lien or encumbrance shall be by its terms expressly subject to and subordinate to this Agreement; 5 ,, ~ ~ • (3) that the proposed lien holder shall execute with the consenting Owners an agreement in due form for recording, which agreement shall provide that: (A) in the event of default by such Owner under the ' - instrument creating the lien or encumbrance or the instrument evidencing the obligation secured thereby, the Consenting Owners shall receive notices of each such default and shall have a right to cure such default(s) within a reasonable time if the defaulting Owner shall have failed to do so within the grace period in such instrument; and (B) if a default shall continue uncured beyond any reasonable period of cure giving rise to the exercise by the lienholder of any right or power in such lien instrument or the instrument evidencing the obligation secured thereby then, the Consenting Owners shall have a right to purchase prior to the exercise of any remedy by such lienholder thereon, the lien instrument and the underlying obligation for the then unpaid principal balance of the debt, accrued interest to the date of payment and such lienholder's reasonable costs as apportioned 6 ,` ~ • to the portion of the Owner's interest in the Premises subject to such lien. (ii)(1) In the event any Owner shall suffer a judgment on his, her, or its undivided interest in the Premises, or the holder of any lien or other encumbrance shall proceed to .foreclose the lien thereon, then the occurrence of either of such events shall constitute a breach of this covenant by such Owner (the "Defaulting owner") and a default hereunder, and the Defaulting Owner shall within the earlier of 5 days of such occurrence or prior to the foreclosure of the lien in execution on the judgment, pay to the judgment creditor or lienholder such sums as will be necessary to cause such lien to be immediately released. (2) If the Defaulting Owner shall fail to do so then the Consenting Owners are hereby irrevocably authorized and empowered on behalf of such Defaulting Owner to pay the full amount due on such judgment or lien, including interest and costs thereon, and to purchase the same and (a) to recover from such Defaulting Owner the full amount paid to the holder of such judgment or lien; or (b) by written notice (the "Option Notice") to the Defaulting Owner exercise the irrevocable option hereby granted to purchase the Defaulting Owner's entire interest in the Premises at its then fair market value determined in accordance with paragraph 4(e) hereof by written notice to such Defaulting Owner, less any amounts paid in respect of the judgment or lien. Payment of the purchase price, less any 7 ~, ~ • • amounts due the lienholder, which the Consenting Owners shall be responsible for paying, and delivery of a special warranty deed by the Defaulting Owner to the Consenting Owner, shall be made on the date specified in the Option Notice. (c) Except as hereinafter permitted in this Section 4(c~, no Owner shall sell, lease, assign, or otherwise transfer his, her, or its undivided interest in the Premises, in whole or in part, to any person without first offering to the other Owners the right of first refusal to acquire such Owner's interest on the same terms and conditions as chose on which such Owner (the "Selling Owner" is willing to make such sale, lease, assignment or other transfer to any other party. The Selling Owner shall promptly notify the other Owners in writing of all of such terms and submit with such notice to the other Owners a full and accurate copy of any bona fide offer (which may be in preliminary or "letter of intent" form) the Selling Owner desires to accept. If the other Owners or any one or more of them shall elect to exercise the right of first refusal herein granted they must do so within 30 days after receipt of notice of the terms and conditions from the Selling owner, otherwise the right of first refusal as to such particular offer to the Selling Owner shall be null and void. In the event the other Owners shall purchase the interest on the terms set forth in such notice from the Selling Owner, unless the Selling Owner intended to transfer such interest by gift to persons other than his or her minor children in which event the other Owners shall pay a purchase 8 ~' price equal to the fair market value of such interest determined by appraisal in accordance with Section 4(e) hereof. The Owners' right of first refusal herein granted shall continue for the Term hereof and may continue to be exercised by the Owners notwithstanding their declining to exercise such option in any particular instance, unless the Selling Owner shall sell or dispose of the Premise or any interest therein pursuant to an offer which the other Owners have failed or declined to accept pursuant to this Section, in which case the purchaser of any interest of the Selling Owner shall thereafter hold his interest in the Premises subject to the continuing rights of first refusal of the Owners as to future sales or dispositions. (d) Notwithstanding the foregoing, nothing herein shall preclude a transfer to Barbara McK. Mumma, an Owner or any trust primarily for the benefit of Barbara McK. Mumma and/or any of the issue of Robert M. Mumma (if one or more of the Owners and Barbara McK. Mumma represent a majority of the trustees of such trust) . (e) Upon the death of an Owner, the other Owners (the "Offering Owners"), shall have the right to purchase the deceased Owner's undivided interest in the Premises for a purchase price equal to its Fair Market Value, as defined below, within 180 days after the date of death of such deceased Owner by submitting to the executor, administrator or other personal representative of such deceased Owner (the "Offeree") an offer to purchase the interest accompanied by a written appraisal made by 9 I , • • an independent M.A.I. the Offeree shall accept or reject the offer to purchase shall be deemed accepted and payment of the purchase price and delivery of a deed by the Offeree shall be done within 90 days of the date of Offeree's acceptance of the offer to purchase. If the Offeree is not satisfied with the .. purchase price which would be required to be paid on such appraisal, the Offeree may accept the offer in writing within the 60 day period as aforesaid which acceptance shall be contingent only upon Offeree obtaining a satisfactory additional appraisal within 45 days after the date of Offeree accepted the offer. If the Offeree submits to the Offeror an additional appraisal, which shall be made by an independent M.A.I., within such 45-day period the purchase price to be paid by the Offeror shall be the average of the two appraisals, provided the higher appraisal is not greater than 110% of the lower appraisal. If the higher appraisal is more than 110% of the lower appraisal, the Offeror and Offeree shall within 10 days of receipt of second appraisal direct the two appraisers to select a third appraiser. The third appraiser shall within 15 days of his appointment appraise the interest in the Premises to be sold and deliver his written appraisal to the Offeror and Offeree. Offeror and Offeree shall within 5 days of the receipt of the third appraisal average the two appraisals which are the closest in value and disregard the other appraisal. The average of such two appraisals shall be the Fair Market Vaiue of the interest to be sold. Within 90 days of the Offeree's acceptance of an offer 10 ` • • from the Offeror (or if further appraisals are involved and the Fair Market Value to be established thereby has not been resolved within such 90-day period, then within 30 days following the determination of such value and the resultant purchase price), the sale of the undivided interest in the Premises shall be consummated .by delivery to the Offeror by the Offeree of a special warranty deed conveying the interest in the Premises in form satisfactory to the Offeror's counsel or title insurer, and concurrent payment by the Offeror of the purchase price. The title to the interest being transferred shall be good and marketable, free and clear of all liens, encumbrances, conditions, easements, restrictions and other matters affecting title (other than this Agreement, those existing at the time of the acquisition of title to the Premises by the Owners or those approved by the Owners). Title to the interest being transferred shall be insurable at regular rates by a title insurance company approved by the Offerors. Realty transfer taxes and other charges and expenses as are customarily apportioned and adjusted between the seller and buyer in similar real estate transactions shall be apportioned and adjusted between the parties as of the date of delivery of the deed and payment of the purchase price as aforesaid. (f) If a petition in bankruptcy shall be filed by or against any Owner (the "Bankrupt Owner") then the filing of such petition shall be deemed to be an offer by the Bankrupt Owner to sell his or her undivided interest in the Premises at 11 • its Fair Market Value on the date of such filing, which offer the other Owners shall have the right to accept upon written notice to the Bankrupt Owner and the Bankruptcy Court having jurisdiction, if given within the earlier of 45 days of the date of such filing or the date a majority in interest of the Owners had actual knowledge of such filing. Upon the acceptance of such offer the other Owners, or if the other Owners shall have failed or declined to accept such offer within the 45 days then any Owner may within five days thereafter accept such offer by written notice to the Bankrupt Owner and the Bankruptcy Court having jurisdiction. Payment of the purchase price and delivery of the deed by such Bankrupt Owner shall occur within twenty-one days of the date of acceptance of the offer and the customary costs of settlement shall be borne equally between the Bankrupt Owner and the purchasing Owner(s). For purposes of this Section 4(f) the term "Fair Market Value" shall mean the average of three independent written appraisals obtained by the Owner(s). Each appraisal shall have been prepared by an appraiser who is an M.A.I. 5. Action by Owners. General overall management of the Premises and of all matters arising out or of in connection with the Premises, including without limitation a sale or mortgage of the entire Premises or any part thereof, shall be vested in the Owners jointly and each Owner shall abide by the policies and decisions jointly made by such Owners in respect thereof. Any agreement, approval, decision, consent, request or 12 ~~ ~ i other action of the Owners hereunder shall be by majority (in interest) vote and in writing unless otherwise indicated. 6. Liability; Indemnity. No Owner (or Manager, if he or she is also an Owner) shall be liable to any other Owner for any mistake of judgment or other action taken or omitted in good faith. Any Owner who breaches this Agreement shall indemnify and hold every other Owner harmless from any claim, cost, expense, loss or liability incurred by reason of such Owner's breach of the Agreement. 7. Arbitration. If there is any dispute with respect to the Premises, or this Agreement, or any other matter concerning the Premises, or the proper relationships and obligations among the Owners as co-tenants or parties to this Agreement, such dispute at the option of any Owner shall be conclusively resolved by arbitration before a single arbitrator in Dauphin County, Pennsylvania in accordance with the rules of the American Arbitration Association. The decision resulting from the arbitration shall be binding or all the Owners with n right of appeal to a court or any other tribunal, and any Owner may enforce the decision or the arbitrator in a court or competent jurisdiction. 8. Termination. This Agreement shall terminate at the end of the Term, or on the sale or other disposition of all the Premises and the distribution to the Owners of all of the net proceeds thereof, or at such other time as the Owners may agree. 9. Binding Effect; Effect on Transferee. This 13 Q1 ~ • Agreement contains the entire understanding among the Owners with respect to the Premises and may not be changed or modified orally. This Agreement shall inure to the benefit of and shall be binding upon the heirs, personal representatives and permitted assigns of the Owners. Whenever any person acquires any interest in the Premises which interest may only be acquired in accordance with the terms hereof, whether upon the death of any owner or otherwise, other than pursuant to a sale, lease, pledge or other disposition of the interest of all Owners in a tract or parcel constituting a part of the Premises, such interest so acquired shall be subject to all of the terms of this Agreement with the same force and effect as if such person had owned such interest at the time of the execution of this Agreement with the same force and effect as if such person had owned such interest at the time of the execution of this Agreement and had signed this Agreement as an Owner. A memorandum of this Agreement shall be recorded in the appropriate land records of Dauphin, Cumberland and Perry Counties, Pennsylvania. 10. Execution of Carve-Out Agreements. Each Owner shall, promptly following the request of a majority (in interest) of the Owners, execute an agreement among the owners, in substantially the form of this Agreement, with respect to any one or more tracts or parcels constituting a part of the Premises, and such amendments to this Agreement as shall be necessary to cause the parties' agreements with respect to such tracts or parcels to be governed by such replacement agreement and not by 14 ' ~ • this Agreement. 11. No Partnership. The parties do not intend to create hereby any partnership or joint venture between themselves with respect to the Premises or any other matter. This Agreement is solely for the benefit of the Owners and shall not affect any rights or remedies of other parties with respect to any Owner or- the Premises. 12. Notices. All notices or other communications required under or relating to this Agreement shall be effective only if in writing, and shall be personally delivered or transmitted by telegram or telex, or shall be mailed United States registered or certified mail, return receipt requested, postage prepaid, or by private overnight courier, to the other respective parties at his or her address below set forth, or at such other address as such other parties shall designate by notice, and shall be effective when delivered to such address. Any official U.S. Postal Service delivery receipt or written acknowledgment by private courier shall constitute conclusive proof of such delivery. 13. Further Assurances. Each Owner shall, promptly following the request of the Owners from time to time execute, acknowledge, deliver and record or file such further documents or instruments and do such further acts as may be necessary or desirable to carry out more effectively the purposes of this Agreement or to protect the rights and interests of the Owners against third parties, and pay any costs personally incurred in 15 .~~ ~ ~ i ~ connection therewith. If any Owner shall refuse or otherwise fail to execute any deed or other instrument necessary or desirable to carry out any of the purposes under this Agreement or to effectuate a decision of the Owners thereunder with respect to the Premises, or any part thereof, the other owners notwithstanding the provisions of Section 7 hereof, shall be entitled to specific performance of the obligation to execute such deed or other instrument together with all costs of the proceeding in which such specific performance of the obligation to execute such deed or other performance is obtained and reasonable counsel fees expended therefor. As further assurance of the foregoing obligation, each Owner hereby makes, constitutes and appoints each of the other Owners, with full power of substitution, as his, her, or its attorney-in-fact coupled with an interest to execute any such deed or other instrument to carry out any of the purposes of this agreement or to effectuate a decision of the Owners thereunder, in the name of an on behalf of such refusing or otherwise failing Owner. To facilitate the recording of any such deed or other instrument, each of the Owners has executed and delivered to the Manager, as escrow agent, a power of attorney in recordable form with respect to the Premises conveyed into the names of the Owners and subject to this Agreement. 14. Invalidity. The invalidity or unenforceability of any one or more provisions in this Agreement shall not affect the validity or enforceability of the remaining portions of this 16 • Agreement, or any part thereof. 15. Governing Law. This Agreement and all issues arising hereunder shall be governed by the laws of the Commonwealth of Pennsylvania. IN-WITNESS WHEREOF the parties hereto have"caused these presents to be duly signed and sealed the day and year first above written. 17 • Percenta a of Interest iy~( , // Q/C~ ) Lisa M. Morgan, xecutrix ) Estate of Robert M. Mumma ) 1065 Tilghman Court ) Wayne, PA 19087 ) ) 98.08612% Barbara Mck. Mumma, Executrix ) Estate of Robert M. Mumma ) P.O. Box 3331 ) Harrisburg, PA 17105 ) Robert M. Mumma, II 0.47847% RD #1 Box 58 Bomansdale, PA 17008 Barbara M. McClure 0.47847% 129 S. Lewisberry Road Mechanicsburg, PA 17005 I~~~ ~s_ Lima Ni. Roth 0.47847% 16216 Pepperview Court Chesterfield, MO 63017 i~ Lisa M. Morgan, Individually 1065 Tilghman Court 0.47847% Wayne, PA 19087 100.00000% 18 COMMONWEAL O~ PFNN~SYLVANIA COUNTY OF ~~ 6~-(z,c. d On this 7 ~ da of Y 1987, before me a Notary Public in and for id County, personally appeared Barbara McK. Mumma, Executrix of the Estate of Robert M. Mumma, to me known (or satisfactorily proven) to be the person whose name is. subscribed to the within Agreement, as Executrix as aforesaid, and acknowledged to me that she executed the same ,as Executrix, for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. (NOTARIAL SEAL) G~~~ Notary Public My Commission expires: CHARLES LEAR, NOTARY P1181fC WQRMLEYSBURG BORO,CUMBERLAND COUNTY MY COMMISSION EXPIRES JAN. 19, 1991 Member. Pennsylvania Association of Notaries COMMONWEALTH OF PEN,NS~LVANIA COUNTY OF Cu /yLj g~~/~. 7 ~~ On this day of lgg~ before me a'Notary Public in and for s id ounty, personally appeared Lisa M. Morgan, Executrix of the state of Robert M. Mumma, to me known (or satisfactorily proven) to be the person whose name is subscribed to the within Agreement, as Executrix as aforesaid, and acknowledged to me that she executed the same ,as Executrix, for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. (NOTARIAL SEAL) Notary Public My Commission expires: CHARLES TEAR, NOTARY PUBLIC WDRMLEYSBURG BORD, CUMBERLAND COUNTY MY CDMtv115SIDN EXPIRES 1AN. 19, 1991 Member, Pennsylvania Association of Notaries C COMMONWEALTH OF/ PENNSY VANIA COUNTY OF C~ ~26,~ ~riz~ • On this 7 ~ day of 1987, before me a Notary Public in and for id ounty, personally appeared Linda M. Roth, to me known ( r satisfactorily proven) to be the person whose name is subscribed to the within Agreement and acknowledged to me that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. (NOTARIAL SEAL) ~~~~~~~ Notary Public My Commission expires: CHARLES LEAR. NOTARY PUBLIC WORMLEY58URG BORO.CUMBERLANU COUNTY MY COMMISSION EXPIRES JAN. 29. 1991 Member, Pennsylvania Association of Notaries • COMMONWEALTH OF PENNSYLVANIA COUNTY OF On this day of , 1987, before me a Notary Public in and for said County, personally appeared Robert M.Mumma, II to me known (or satisfactorily proven) to be the person whose name is subscribed to the within Agreement and acknowledged to me that he executed the same for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. (NOTARIAL SEAL) Notary Public My Commission expires: ~~ ~ s COMMONWEALTH O PENN YLVANIA COUNTY OF ~~ m ~ ~ r /~~- ~~ On this 7 day of ,_, 1987, before me a•Notary Public in and for id ounty, personally appeared Barbara M. McClure, to me known (or satisfactorily proven) to be the person whose name is subscribed to the within Agreement and acknowledged to me that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. (NOTARIAL SEAL) Notary Public My Commission expires: CHARLES LEAR, NOTARY PUBLIC WORMLEYSBURG BDRO, CUMBERLAND COUNTY MY COMMISSION EXPIRES JAN '19, Lg91 Member, Pennsylvania Association of Notaries COMMONWEALTH OF/ PENNS}~LVANIA COUNTY OF ~4 h1hP~ ~~,~ c( • ~~ On this day of ~ lgg~~ before me a Notary Public in and fors d unty, personally appeared Lisa ,M. Morgan, to me known (or satisfactorily proven) to be the person whose name is subscribed to the within Agreement and acknowledged to me that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official sell. (NOTARIAL SEAL) Notary Public My Commission expires: CHARLES LEAR, NOTARY PUBLIC WORMLEYSBURG BORO, CUINBERLAND COUNTY G1Y COMMISSION EXPIRES JAN. 29, 1391 Member, Pennsylvania Association of Notaries '^ ~- • ~\ - .r ^ ~~L~EL t~_. ,,.I N C O R P O R A T E D . ~Ef~LTORS INDUSTRIAL REAL ESTATE AND APPRAISALS 213 PINE STREET, HARRISBURG, PENNSYLVANIA 1 71 O1 ^ TELEPHONE 717/234-8044 JAMES L. HELSa THOMAS W. HELSEL JAMES L HEISEI, JR. George Hadley 241 Main Street Suite 100 Buffalo, New York 14202 Dear Mr. Hadley: .--~ aEN ~. HELSEL 1929-1969 January 29, 1987 ~ EXHI~- B_ I ~ w 0 I ci j -~' ~ ~~- 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 ae of April 12, 1986 as follows: PERRY COUNTY Tax Map #'s 28-5-29, 35, 36, 38, 53 b 71 Amity Hall Farm Taz Map #28-6-I5 Amity Hall Restaurant Tax Map #28-6-52, Noll Property Tax Map #24-8-24, Dromgold Quarry Site Tax Map #20-7-150, Perry Rock Quarry CUMBERLAND COUNTY Tax Map #47-19-1590-104, Pennsboro Center Tax Map #47-19-1590-108F, Terrace Dr. Tax Map #42-30-2110-1, Bumblebee Hollow Rd. Tax Map #38-7-457-7, 7A ~ 7B U.S. Rte. 11 ~ Sample Bridge Rd. Taa Map #47-20-1856-30, 30A ~ 30B, Hillcrest Rd. Subtotal Natbnol Association of Realtors Society of Indushiat Realtors Pennsylvania AssociQtion of Realtors Americpn Institute of Real Estate Appraisers Ir+stitt~te et Re01 Mote Mcnagement $1,000,000 230,000 34,700 23,000 90,000 1,500,000 90,600 95,000 532,000 557,000 $4,152,300 Greater Harrisburg Board of Realtors Society of Real Estate Appraisers MLB 03285 \~ r ^ i 1 Y George Hadley Page -2- Taa Map X20-1856-37, 599 12th St. Tax Map #12-20-1856-39, Lemoyne Sq. Off. Pk. #12-20-1856-40 #12-20'-1856-45B DAUPHIN COUNTY Taa Map #1-41-11, 1001 Paxton St. Taa Map #1-41-2 to 6; 1-48-20, 21, 22, 33-38, 40, 43, 44, Paaton, 9th, b ] Taz Map ~2-8-16, 800 Pazton St. Tax Map #2-8-17, SOOA Paxton St. Tax Map ~Z-8-18, 10th b Mulberry Sts. Tax Map #14-4I-30, Industrial Rd. Lucke Tax Map X63-43-47, Agnes Drive Taa Map X63-24-112, UPS Drive Tax Map #63-27-88, Rte. 441 b Chambers Tax Map #63-24-7 b 68, 2550 Paxton St. Tax Map X63-24-9, 2700 Pazton St. Tax Map ~k63-24-95, 1505 S. 19th St. Tax Ma #56-16-58, 56-16-101 b 24-8-21 Gingrich Farm b Hershey Pk. Dr. Tax Map #56-16-57, Wagner Farm Tax Map X56-16-5 b 93, Fromme Property Tax Map X56-16-4, Carpenter Property Tax Map #56-16-100, Seitz Property Tax Map #56-16-11, S.aesaman Property Tax Map #56-16-3, Walkup Property Tax Map #56-17-49 to 53, Arthur St. Tax Map #62-2-27 b 28, 5247-49 N. Front TOTAL INDICATED MARKET VALUE - ROBERT M. MUMMA ESTATE • January 29, 1987 $ 500,000 285,000 246,000 355,000 1,150,000 emlock Sts. 1,400,000 1,454,000 500,000 260,000 ow Ind. Pk. 122,000 81,500 Hill Rd. 147 500 24 00 -~/' nn~~ `/~~ /~ 1,070,0 0 1,300 000 1(rO~-~'p 4 0, 0 0 0 3 1 b5,000 _ .L~" St. ~/ \ v(.1~~ ~"V yuu 30,000 20,000 77,500 23,000 $15,484,700 Employment is and compensation for making this appraisal are in no manner contingent upon the value reported and ve certify that we have no financial interest in the property appraised, present or contemplated, or in any mortgage secured thereby. Very truly yours, HELSEL, INCORPORATED '~~ _ - •., ~ // /, ~ :ICJ ' ) I . .'y , L ~ , JAMES L. HELSEL, M.A.I. ld •r~ MLB 03286 T0: Robert M. Mumma FROM: Karl E. Felmeden SUBJECT:. Topics covered in meetings in Harrisburg May 3-4, 1984. RMM and KEF reviewed draft of RMM personal Statement of Funds and Investment Assets as at December 31, 1983. In the course of such review, RMM was asked to give attention and be critical of the estimated market and/or estimated estate valuation of investment assets. Nominal changes in estimated value were expressed by RMM in connection with Hub-Rail, Inc. and Penn National marketable securities which, by virtue of individual increase and/or decrease, resulted in a decrease in estimated market or estate value in the amount of $ 7,000 (from an estimate of $ 11,000 at December 31, 1983 to a revised May estimate of $ 4,000). With respect to land identified as Rim's Alley, the estimated value at December 31, 1983 was deemed by RMM not realizable by virtue of his intent to sell a portion, retain a portion, and contribute a portion to Harrisburg Academy. Such contribution, contemplated as a 1984 transfer, would be at an acknowledged or appraised fair market value and qualify as a charitable contribution under provisions of the IRC. Certain other properties, both real and tangible personal in nature, were reviewed as to value and deemed appropriate for transfer by PSC to NNN,Inc. The real property in question is identified as Amity Hall (Inn and Motel), including related real property, and Null property, which involves both land and buildings. Both were deemed to have estimated market value no less than the net book value recorded on the records of PSC. In addition to the aforementioned real property and improvements, the "farm operation" was transferred from PSC to NNN, Inc. In connection with such transfer, substantially all tangible personal property related to the farm operation was valued by RMM on individual Lists describing or identifying such property along with recorded gross or depreciated EXHIBIT ~, >>~~ I ~ ti ~~~^~~{c: H/C 005476 1V1~R n~~,,. cost as at March 31, 1984. The estimated market values reached by RMM aggregated ~, $ 71,150 as at May 1, 1984. IMV was provided with ,journal entries for the aforementioned real and personal property transactions, along with copies of the schedules identifying equipment transferred. Such entries pertained to the transfers fzom PSC. IMV, on request, agreed to prepare and record corresponding entries for the records of NNN, Inc. Certain descriptions of property or account titles were revised by RMM and such revisions will appear in the December 31, 1983 personal Statement of Funds and Investment Assets. In this connection, RMM indicated a change in "Corporate Data" involving substitution of the name H. G. Lake, Jr. for that of T. M. Ebert. In addition, RMM stated his intention to have RMMII again become ,, \ ~ a member of .the Board of Directors of NNN,Inc. In connection with the aforementioned transfers of real and tangible personal property from PSC to NNN,Inc., Messrs. Lake and Lehman were requested to determine the probable operating results of PSC after the contemplated transfers of real property and farm operations. On the subsequent morning, HGL provided REF with financial data which indicated that PSC could expect an annual loss of approximately $ 12,000 before taxes on income, at the line on its income statement normally entitled "Net Income". In arriving at such amount of Loss at an annual rate, HGL data indicated an annual amount of depreciation of approximately $ 81,000. In reviewing the estimated estate value, emphasis was directed to the determination of a value as at a specific date of death or at a point of departure in the financial statements disclosing net assets as at December 31, 1983. The aggregate estate value is not necessarily an amount which may be realized from an orderly disposition of assets over an estimated period of time. Rather, what is contemplated is the fair market value on a given date, literally a moment in time H/C 005477 MLB 03347 • • such as would be determined for listed securities by reference to the opening, high, low and closing published market quotations 'as they appear in the WSJ and similar daily financial journals but which actually are not available for real property and closely held small business corporations which involve little or no trading in their equity securities issues. Following such discussions, it was generally agreed that a current value of $ 7,000,000 with estimated probable future values of $ 6,500,000, $ 7,500,000 and $ 8,000,000 should be considered for the making of computations on probable estate administration and tax cost, utilized in the first estate (presumed to be that of RMM), along ~i with the maximum unified credit, t~n~the remainde ~ to the surviving spouse either as a direct transfer or in the form of, QTIP (Qualified Terminal Interest .-;,. Property) Trust as provided .~.Si-the IRC;or a combination of both. RMM and KEF covered the matter of "freezing" the amount of the estate of RMM. The financial statements, primarily the balance sheet, of PSC as at June 30, 1983 (both the consolidated and the unconsolidated) were reviewed by KEF with special emphasis on the significant difference between recorded shareholders equity and the estimated fair market and estate value at December 31, 1983 as reported in the RMM Statement of Funds and Net Assets at that date. Both accounting and tax problems are presented'by virtue of the fact that the estimated _.~ _ .. ~~ fair market~~estate value of all of the shares of PSC at December 31, 1983 ar approximately 2-1/2 times the aggregate of shareholders equity reflected in consolidated and unconsolidated balance sheets of PSC at June 30, 1983. In the period July .l to December 31, 1983, the shareholders equity of PSC declined. RMM and KEF discussed the merits and desirability of providing insurance trusts for which RMM and BMcKM may be grantors and each of four children beneficiaries. Subsequent discussion resulted in the conclusion that, with respect to the children, it is deemed preferable to consider having one trust N!C ~G~5478 MLB 03348 • L~ for the benefit of RMMII and a separate trust for the benefit of three daughters. KEF reported to R.IIti that he had inquired of a Buffalo insurance agent dealing with several clients as to the probable premiums involved in separate policies on the lives of RMM and BMcKM as opposed to or in conjunction with a policy on the joint lives of RMM and BMcRM. Such information indicated that for $ 1,000,000 of coverage on both lives, the annual premium would be $ 30,540 and that for coverage in the amount of $ 500,000 on each life (the standard rates) the annual premiums would be $ 18,000 for RMM and $ 7,000 for BMcKM. Such were for Universal Life, the term insurance policy for which the subsequent annual premiums could increase. Information available from Melvin Gordon involved several different proposals, all for the agreed amount of $ 3,000,000. They were (1) Survivorship Whole Life, paid-up at first death, with an annual premiums of $ 102,800 and (2) Full Deposit, dividends buy paid-up additional, with annual premium of $ 102,800 and (3) Vanishing Premium, dividends buy paid-up additional for 13 years, after which dividends reduce premius. RMM reported that he was unsuccessful in trying to reach Melvin Gordon to obtain premium cost on separate lives at $ 500,000 for each and multiples thereof in the event there is a lesser or reduced premium rate per thousand on larger face amounts ov coverage. It is expected that RMM will advise KEF of premium rates when such information becomes available. In the evening of May 3, the opportunity presented itself to explain to BMcKM, with the aid and confirmation of legal counsel WDB, the possible benefits of utilizing a living (intervivo) trust and that the trustees need not be the same persons as the executors, although one or more of them could be, but the authority and responsibility as trustee are distinct from those of executor. H/C 005479 MLB 03349 ! • • . Succession to the position of executor or executrix need not necessarily involve succession to the position of trustee to a living trust. This was reviewed in a discussion the following day between R'~4f & REF and it appeared that establishing of a living trust would provide mutual benefits to RMM and BMcKM with regard to f questions or resolving of administration problems which were raised by BMcKM. In connection with the foregoing, on the following morning, RMM indicated that certain properties subsequently described should be considered for transfer to a living trust. Such properties are 1501 S. 19th Steeet Warehouse, Pennsboro Office Center and Fulton Bank Building, along with the transfer of a policy on the life of RMMII, which is a term insurance policy. Also owned by a corporation is an ordinary life policy with.RMMII as the insured, but such policy is to remain with its present owner and not be transferred to a living trust to be established by RMM as grantor. RMM will be grantor and also the beneficiary. During his :lifetime, RMM can name,BMcKM as a co-trustee along with any other trustee. RMM may, during his lifetime, act solely on his own and without the consent or opposition of any other trustee. Successor trustees could be named by RMM. In this connection, RMM proposed that Lisa be the first to succeed him as a trustee and that H.G. Lake be named as a second successor trustee. ' .) ~ . / ~~ _, r ~ r ! s.. • ~r. ~ ~ ,~" HNC 005480 MLB 03350 November 29, 1984 , T0: Robert M. Mumma FROM: Karl E. Felmeden SUBJECT: Various topics discussed in Harrisburg, November 26 and 27, 1984 One of the first matters discussed pertained to Nine Ninety~Nine, Inc. and the authorization of anew class of lOX noncumulative convertible voting preferred stock with par value of $ 600 of each share for an aggregate par value of $ 960,000 as proposed in a memo to RRMM from KEF dated October 9, 1984. RMM invited WDB to loin us at which meeting WDB was instructed to make application for the aforementioned new class of preferred stock and on approval by the Pennsylvania Secretary of State to issue a certificate for 334 shares of convertible preferred stock to Kim Company. Thereafter, WDB shall arrange for minutes of appropriate directors meetings to authorize the exchange by NNN, Inc. of 766 shares of $ 600 par value convertible preferred stock of NNN, Inc. to Kim Company in exchange solely for 383 voting common shares of NNN, Inc. issued, outstanding and owned by Kim Company directly as shareholder of record. WDB expressed his undertaking of the assignment and promised to promptly conclude all required action. The certificate for 334 shares will be issued in exchange for cash paid by Kim Company on account of its subscription to convertible preferred shares of NNN, Inc. Following a discussion, WDB recommended that the 383 shares of voting common stock to be surrendered by Kim Company in exchange for convertible preferred shares should be returned by NNN, Inc. to authorized and unissued shares rather than be treated as treasury stock. RMM concurred. ~ EXHIBIT ~ , I uls~ ~'r(_G` r~Y" HlC 005472 MLB 03342 • ~ • -2- WDB was requested to prepare the necessary legal instruments to ref lect the transaction whereby RMM transferred his 2/3 interest in 8.96 acres of land identified generally as "County Home Land", Rt. 441, Swatara Township. The property transfer involved book entries from RMM to Kim Company and then from Kim Company to NNN, Inc. WDB indicated that he would prepare papers transferring title from RMM to NNN, Inc., the present co-owner with a Mr. Murray, owner of 1~/3 interest. WDB was requested by RMM to prepare necessary waivers of notice of meeting and agenda for directors of NNN, Inc. The principal purpose of the meeting is to consider and approve payment of salary to RMM in an amount not to exceed $ 85,000 annually. Payment of such salary .shall begin t:he first of the month of November 1984. WDB promised to promptly perform the requested services. RMM posed a question as to whether or not Dr. deLone retrains an interest in the 2/3 of 8.96 acres of "County Home Land" owned by FtMh1 and transferred to NNN, Inc. It appeared that the doctor's interest was terminated in a prior year late in the 1970 decade.' In the absence of TME, the gE~neral ledger of RMM was referred to but unsuccessful in establishing that RMM jLs sole owner of the 2/3 interest. RMM requested KEF to determine the present :status of beneficial interest, if any, .by deLone, which KEF agreed to do. The matter of transferring by gift a parcel of land owned by RMM and entitled, "Kim's Alley", was a pending item as to the 1984 pez~sonal taxable year. Preliminary computations of income and expense through October 31 and estimates of income and deductions for the months of November and December indicated the probability of negative taxable income. Accordingly, a charitable contribution of Kim's Alley in 1984 offered. no tax benefit or incentive. H/C 005473 MLB 03343 C~ -3- i Consequently, there was no recommendation to make to R2~1 to conclude a transfer prior to 1985. It was contemplated by RMM and KEF that WDB would have either finished or preliminary drafts of agreements for a living trust to be established by RMM as grantor and beneficiary. The properties identified as 1501 So. 19th Street, Fulton Bank and Pennsboro Center were intended by RMM to be transferred to such living trusts. WDB supplied a copy of an irrevocable trust instrument, but reported that he had not completed the revocable trust agreements. WDB indicated that he would promptly proceed with the drafting and until such time, the title of the property shall remain in the name of RMM. In this connection, WDB alerted RMM and KEF to Pennsylvania statutes whereby demand for payment of existing mortgage loans on the individual properties could be triggered by deeding the properties to the proposed revocable trusts. Accordingly, any transfer by RMM will refer solely to his transfer of the. right title and interest~of RMM and will not be accommodated by execution of deeds and formal transfer and public recording of title to the properties. WDB provided RMM and REF each with a copy of a three-page document entitled, "FIRST CODICIL TO LAST WILL AND TESTAMENT OF ROBERT M. MUMMA". With regard to the will of RMM and additional drafting by WDB, it was proposed and agreed to by RMM that there shall definitely be provisions for a residuary trust, generally referred to by WDB as an "estate tax credit equivalent trust". KEF concurred with WDB and suggested that because of the absence of conformance of Pennsylvania with the Federal Internal Revenue Code; namely, the absence of any provision for an unlimited marital deduction, it may be prudent to have a residuary trust established by the will of RMM which would H/C 005474 MLQ p33~q / - -4 - incur some Federal tax but would enable such to be mitigated to the extent of 80% by virtue of credit for Commonwealth estate taxes incurred. Consequently, there is additional drafting by WDB which involves (1) preparing a new will; or (2) prepare another codicle; or (3) revising the first codicle to include both its contents and provision for a residuary trust or according to WDB, a "credit equivalent trust". RMM disclosed that an item of transportation equipment, more specifically water, craft, is to be purchased. The location, most likely and suitable owner, primary use, likelihood of third party charter, etc. were disclosed and discussed. It was concluded by RMM~that Kim and Kin, Inc., a Florida corporation currently dormant with records in the possession of WDB, shall be activated and shall become the purchaser and owner. Rim and Kin, Inc. (Florida) shall issue common voting stock with a par value of $ 10,000 ~to PSI in exchange for cash. In addition,. PS.I will contribute the additional sum of $ 230,000 or $ 240,000 as "Additional Paid-in Capital ". PSI shall then continue to be sole owner of all shares of Kim and Kin, Inc. (Florida). A portion of the funds contributed by PSI as equity capital of Rim and Kin, Inc. will have been borrowed or represent, directly or indirectly, funds borrowed by PSI. As a consequence, Kim and Kin, Inc. shall provide as a collateral security to the lender to PSI, a chattel interest in the tangible personal property to be acquired with the funds received by Kim and Kin, Inc. It may be prudent to obtain from Hamilton Bank a written waiver or statement that the funds borrowed and invested in Kim and Kin, Inc. (Florida) are excluded in computations of PSI capital expenditures under terms of its loan agreement. HGL was instructed by RMM to proceed with the necessary paperwork, financing, insurance, etc., and WDB agreed to prepare documents of a legal nature required to consumate various aspects of the proposed transaction. H/C 005475 MLB 03345 ~, i ~ ~ q; June 4, 1986 M E M O R A N D U M TO: File #23939-002 CC: Arthur L. Klein ~ EXHIBIT Joseph A. O'Connor, Jr. •~ \~ FROM: Ruth S. Nonack '~- - 11~i ~' ' ~1 RE: Estate of Robert M. Mumma - Meeting with Executors on May 27, 1986 Barbara McR. Mumma and Lisa Morgan, the Executors of the Robert M. Mumma Estate, Arthur L. Klein, Joseph A. O'Connor, Jr. and Ruth S. Nonack met at our offices on Tuesday, May 27th to discuss various matters and plan the administration of the Estate. 1. Probate Will. Only one signed Will (with Codicil) (the "Boswell Will") has been uncovered and Mrs. Mumma has possession of it. She•will give it to Mrs. Morgan, who will bring it to our offices on June 3, 1986. We will review the Will, make copies and prepare the Petition for Probate and Grant of Letters. Mrs. Morgan will probate the Will in Carlisle on June 5« 2. Pension Benefits. It was noted that Mrs. Mumma is entitled to pension benefits for 10 years from PSC, Rimco and 999 under agreements between the companies and Mr. Mumma dated June 6, 1984 {see copies attached). The pension arrangments are MLB 03268 1 ( ~ C • ~ ~. unfunded and not part of tax qualified plans. The agreements provide that if the Internal Revenue Service disallows a deduction for any of the payments (as unreasonable compensation), Mrs. Mumma must repay .the amount. The first year following Mr. Mumma's death Mrs. Mumma is to receive 100$ of his salary, 75$ the second year and 50$ each of the next 8 years. 3. Social Security. ML&B is to look into the availability of social security benefits for Mrs. Mumma. She had been told by someone in her local social security office that she was not entitled to any benefits if she received more than $5,000 a year in earned income. She is presently receiving a small salary from one of the companies. 4. No Benefits until Post-Mortem Plan. It was agreed that Mrs. Mumma would not receive any benefits from the Estate until a more concrete post-mortem tax plan was developed. There was discussion of post-mortem estate planning ideas. ML&B will consider further and develop a plan to recommend to the Executors and Mrs. Mumma personally. 5. Mausoleum. Mr. Mumma had purchased a plot for a mausoleum, but at the time of his death no other arrangements were made. We discussed whether the cost of the mausoleum ($25,000+?) would be deductible as a funeral expense. ML&B will research the issue, but it was clear that the family planned to proceed with the mausoleum in any event. . -2- MLB 03269 .. /. • (.. , 5. Florida House. Mrs. Mumma mentioned that the Florida house was originally owned by her. She sold Mr. Mumma the property in return for a $400,000 mortgage note, on which interest payments only were made monthly. The principal is due in 1989. JOC indicated that ancillary probate proceedings in Florida will be quite simple. There is a Florida estate tax, but with the mortgage, little or no estate tax may be due in the State of Florida. 7. Life Insurance for Mrs. Mumma. ALR mentioned that in addition to Mr. Schmidt's workups, there were two others he had secured. It appears that for approximately $40,000 a year S3 million of permanent life insurance may be maintained on Mrs. Mumma's life. 8. Legal Fees. ALK discussed legal fees in connection with estates and said that ML&B will charge for work on the Mumma Estate on the basis of time. It is difficult to predict what the fee will be. Much of the work may be performed for the closely- held companies to the extent that corporate adjustments and planning are engendered as part of the post-mortem tax plan. ALK indicated a wide range, from $150,000 to $250,000. JOC said that in jurisdictions which have percentage fee guidelines, such as New York and California, the indicated fee for an estate such as this would probably be at least $250,000. The Executors expressed a preference for quarterly billing. • -3- MLB 032'0 ___ ` .. ... .~ 9. Executors' Commissions. Mrs. Morgan said she would take her commission and would share the after-tax proceeds to her with her siblings. We are to consider whether it makes sense for Mrs. Mumma to take commissions. 10. Life Insurance on Mr. Mumma. There are a number of insurance policies on Mr. Mumma's life, in and out of the corporations. They are being collected by Mr. Mumma's insurance agent on the West Coast, Robert Schmidt (619) 437-1510. The $500,000 policy which is payable to Mrs. Mumma may have been owned by one of the companies. ALR said that he believes there is a recent case holding that where company owned insurance is paid to a surviving spouse, there is no income (or estate) taxation. 11. Safe Deposit Boxes. Mr. Mumma ha.d two safe deposit boxes. One was held jointly with Mrs. Mumma and the other jointly with their son, Bobby. 12. Horses. Mr. Mumma had complete and partial interests in a number of standardbred horses. Mrs. Mumma said that there was a recent appraisal of the horses and she would send a copy to us. All of the horses are to be sold. 13. Meet with Rarl Felmeden. ALK and/or JOC should meet as soon as possible with Rarl Felmeden, who is ill, to learn as much as possible about the Mumma companies and investments. -4- MLS X32; 1 •~ ~ r~ • {~.. ~ 14. Post-Nuptial Agreements and Power of Attorney. Mrs. Mumma requested that we prepare post-nuptial agreements for her children. She also requested that her power of attorney be revised by deleting the anatomical gift provision. R.S.N. /rkb cc: Mrs. Barbara McR. Mumma Lisa M. Morgan, Esq. Rarl Felmeden, CPA -5- MLB 03272 • • July 22, 1986 M E M O R A N D U M TO: File #23939-002 CC: Joseph A. O'Connor, Jr. Ruth S. Nonack FROM: Arthur L. Rlein RE: Estate of Robert M. Mumma I spoke yesterday with Robert M. Mumma II ("Bob"), who was anxious to be informed about the Estate and the planning for Mrs. Mumma and the companies. His primary concern seemed to be with the building materials company, which in his mind includes the raw materials which, I think, are up in 999. I reviewed our planning for the estate administration, particularly our tax thinking. He seemed to be generally familiar with the concepts (e.g., he knew about the unified credit) and seemed to grasp the points quickly. Bob made a few observations about Rarl Felmeden. Karl has been extremely valuable as an accountant and business adviser to Bob in connection with his construction company (KimBob). But Bob finds Rarl's approach often complex and convoluted and at times just plain mystifying. Bob also thinks that Karl tends to be very conservative, if not overly pessimistic. °' EXHIBIT `° \ , ~~'~,iV~ ~~~,~.,1~, ti.~ ~~a T ~~~ '; i~~~" MLB 03263 . ~ . ~ ~'~ Bob said that his sisters Babs and Linda also felt that they were "being left out". He thought a family meeting with me present to discuss things would be a good idea. I said that we too had thought a meeting should be held, but given Mrs. Mumma's reluctance we would not push it at this time. However, it may be that Mrs. Mumma would not object if I were invited to the shore place in Avalon when the family gets together in August. It would be informal and mainly to have the family meet me rather than as a forum for a full scale discussion. I told Bob that I had the impression that his mother and Lisa viewed him as the natural buyer of the building materials business, if it were to be sold. Bob said that he would like to buy the business and to buy it for a fair price. His purchase of KimBob was through an LBO and I gathered that Bob believes the banks would be cooperative. However, Bob agreed that if the asset or liquidity picture at Pennsylvania Supply Inc. was not good at this time (a faint suggestion of that is in Karl's approach), any sale should be put off until the time was right. A.L.R. /rkb -2- lV1~B 03264 f, • ~. • M E M O R A N D U M TO: File #23939-002 CC: Joseph A. O'Connor, Jr. Ruth S. Nonack FROM: Arthur L. Klein RE: Estate of Robert M. Mumma - Family Meeting on July 29, 1986 August 22, 1986 I met with Mrs. Mumma, Barbara M. McClure (Babs), Robert M. Mumma, II (Bobby), Linda Roth and Lisa M. Morgan for an extended discussion of their father's estate and some planning ideas for Mrs. Mumma and the family corporations. I explained that except for personal effects and certain other items of tangible personal property, the entire estate was left in trust for the benefit of Mrs. Mumma, for life., and upon her death, the remaining principal will pass outright to their father's then living issue, per stirpes. Bobby said that he had a substantial estate of his own and might consider disclaiming his interest in his father's estate. Babs mentioned that she and her husband had estate planning counseling and she might ask me to review their situtation. There are two trusts within the RMM Will, one under Article Seventh over an "amount equal to fifty (50) percent of my ~ EXHIBIT ~~ ~;,i., j~' 1 ;;v,,,~~1c, I `I r7 ~~ ~ ~ ~ ' MLB 03258 ., total gross estate" and the other under Article Eighth over the residue of the estate. As to each trust the trustee other than Mrs. Mumma may invade principal for Mrs. Mumma if needed to maintain her standard of living (taking into account her other income and assets). With respect to the Section Seventh trust only, Mrs. Mumma has a noncumulative right to withdraw up to five percent of the principal each year. This is the only respect in which the trusts differ. Mention was made of the discretion the executors had in qualifying the trusts for the marital deduction and it was pointed out that, strictly from the point of view of tax minimization, through the deathes of both Mr. and Mrs. Mumma, the optimum result would be obtained with a less than full marital deduction. However, everybody agreed that paying federal estate tax at this time would strain the family companies, which would have to come up with the funds. Mrs. Mumma plans to create an irrevocable life insurance trust with approximately $3,000,000 of life insurance. By maximizing the capital base from which she will be receiving income, she will be in a position to make the $40,000 to $50,000 a year contribution to the trust to pay the premium. Furthermore, if the income is in excess of her needs and the insurance premium, she would be generous to the children and grandchildren in other ways. -2- :"~B 03259 • `~. We discussed the concern the managements of the family companies have regarding stock falling into unfriendly hands and the project we have undertaken to draft post-nuptial agreements for the married shareholders designed to protect the stock from claims of spouses. With respect to the structure of the family companies, I discussed in general concept a reorganization into a family partnership which would leave the estate with a long term note of such partnership, the children as general partners and the partnership owning directly the assets now in PSC and KimCo, both of which would be dissolved. I did not delve into 999 and PSI, as that would have raised the question of the sale of the operating company, a subject which did not seem appropriate to raise then. A.L.R. /rkb cc: Mrs. Barbara McR. Mumma Lisa M. Morgan, Esq. Karl. Felmeden, CPA -3- NM LS 032&0 .~ ' a ~r c c March 10, 1987 M E M O R A N D U M T0: FROM: RE: File #23939-002/ Arthur L. Klein Estate of Robert M. Mumma - BMM's Withdrawal Power and Income Last week BMM called and in the course of our conversation she let me know that she would like to make withdrawals from the Marital Trust to the maximum extent she is permitted beginning as soon as possible. No funding has been made of the Marital Trust to date, but JOC and I believe that should not be a problem as long as a fair estimate can be made of the minimum size of the marital trust. For example, if we determine that the minimum is, say, $8 million, BMM could withdraw $400,000 in 1987 and the Executors could distribute that amount to her out of Estate principal, either directly or through the marital trust; either way the Estate would have credit for funding the marital amount (one-half the total gross estate) to that extent. We also discussed BMM's income. She would like to have some idea of what the Estate income is running. Unfortunately, I could not tell her, as I do not know what EXHIBIT ,h-~ !~'i ~,~~w<<'i I ~ ~I U t~( ''ALB 03279 J the rents are, or how much interest is being paid on the mortgages. I hope that George Hadley and I can focus on this soon and work up some ,projections. A.L.K. / rkb cc: Mrs. Barbara McK. Mumma Lisa M. Morgan, Esq. George W. Hadley, Jr., CPA Joseph A. O'Connor, Esq. Ruth S. Nonack -2- lVILB 03280 9 E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 L 2 APPEARANCES : On behalf of Barbara McKimmie Mumma: BRADY L. GREEN, ESQUIRE MORGAN, LEWIS ~ BOCKIUS LLP 1701 Market Street Philadelphia, PA 19103 Phone: 215-963-5079 On behalf of Barbara Mann Mumma: RALPH A. JACOBS, ESQUIRE JACOBS & ASSOCIATES, LLC 1515 Market Street, Suite 705 Philadelphia, PA 19105 Phone: 215-789-3110 ALSO PRESENT: BARBARA MUMMA MANN GEORGE HADLE Y 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 a 4 s b 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 3 I N D E X WITNESS : DIRECT BARBARA McKIMMIE MUMMA BY MR. JACOBS 5 BY MR. GREEN CROSS REDIRECT RE CROSS 59 57 E X H I B I T S NUMBE R DESCRIPTION PAGE EXHIBIT 1 Notice of deposition 4 EXHIBIT 2 Letter dated 7/21/87 from Ms. Nonack with attached inventory 36 EXHIBIT 3 Memo dated 8/22/86 from Mr. Klein 39 EXHIBIT 4 Memo dated 5/4/89 from Mr. O'Connor 43 EXHIBIT 5 Trust dated 12/19/94 58 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 4 P R O C E E D I N G S Deposition taken before Denise T. Medina, Registered Merit Reporter and Notary Public in and for the State of Florida at Large, in the above cause. MR. GREEN: I would just like if we could while we are on the record and here at the outset to have this marked as Deposition Exhibit 1, please. (Exhibit No. 1 was marked for identification.) MR. GREEN: Exhibit 1 which has just been marked is the notice of today's deposition of Barbara McKimmie Mumma. I just wanted to state on behalf of the executrixes and trustees in this proceeding that Mrs. Mumma is here this morning and being produced in accordance with and pursuant to this notice as ordered by the Court and is available for questioning by any recipients of the notice. 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 E 5 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 S Thereupon, (BARBARA McKIMMIE MUMMA) having been first duly sworn or affirmed, was examined and testified as follows: DIRECT EXAMINATION BY MR. JACOBS: Q. Good morning, Mrs. Mumma. A. Good morning. Q. My name is Ralph Jacobs. I'm an attorney. I represent your daughter Babs and we are here to continue the deposition that we started some time ago in Carlisle in this case. If at any time you don't hear or don't understand any of my questions, please let me know and I'll be glad to repeat or rephrase them. A. Thank you. Q. Any time you want to take a break please tell me and I'll be glad to accommodate you. In the time between your last testimony and today, have you had a chance to review the transcript of your earlier deposition by any chance? A. Yes. A little bit of it, yes. Q. Was there anything in there that you felt you wanted to correct or supplement? A. I really didn't get through it. I only had a 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 9 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 6 transcript a day and a half and I was not available for part of that time. Q. And was there anything that you did have an opportunity to notice that -- A. Not so far. Q. Okay. Let me ask you some general questions about how the estate of your late husband was administered. When you and your daughter Lisa first became the executors of this estate or first learned that you had been named as the executors in your husband's will, did anyone explain to you what were you obligations or responsibilities as the executors? A. I'm quite sure they did. But I can't say for sure. But I'm sure the attorneys, yes. Q. And when you refer to the attorneys, who are you referring to? A. Well, Art Klein and Bill Zeiter. Probably some others, but I don't really remember offhand right now. Q. These were lawyers -- A. Joc O'Connor, J-o-c, O'Connor. Excuse me. Q. Did they give you anything in writing that explained or listed your duties? A. Frankly, I don't remember. Q. Tell me -- 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 S E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 7 .~ A. I'm not sure. Q. I'm sorry. Did you have anything to add? A. Probably they did, but they went over everything specifically. I mean, they made me aware that, it might have been verbal. Q. Can you tell me in your own words, as you understand it, your obligations or responsibilities as an executor of the estate? A. Well, to take financial responsibility and responsibility for instructions from my husband's will. Q. Anything else? A. I just do the best I could. Q. When you say "financial responsibility," tell me. Financial responsibility to do what? A. To protect the estate. Q. And when you said something about the instructions in your husband's will, what did you understand was your role in connection with carrying out those instructions? A. Basically to see that the estate was handled properly. Q. And what does it mean to you to handle the estate properly? A. Well, financially, businesswise and according to his wishes. 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ~ ~ 8 Q. Whose responsibility was it as you understood things to figure out what assets were actually in your husband's estate? A. Well, I think the attorneys and George Hadley. George Hadley was a CPA. Q. And what did they do to figure out what were the assets in your husband's estate? A. Well, I guess they reviewed their records and their files. They both lived out of town. So what they did other than that -- I know they took their responsibility very seriously. So ... Q. Besides George Hadley and the attorneys -- and let me just ask one clarification. By "the attorneys," are you referring to Morgan, Lewis attorneys or anyone else? A. Morgan, Lewis attorneys and I think we consulted Bill Boswell who had worked with my husband for a while. But they were a little bit estranged at that point. Q. What was Mr. Boswell's role in the estate? A. Not much. I can't tell you specifically now. It has been 20 years. Q. I appreciate it has been a long time. Is there anything at all you can -- A. His role was, if he had something that we 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 1~ 1: 1: 1: 1~ 1: 16 17 18 19 20 21 22 23 24 25 1 needed to produce, he was to produce it. 2 Q. And was that because he had represented your 3 husband in the past? 4 A. For many years and then my father-in-law also. 5 Q. So would it be fair to say that Mr. Boswrell's 6 role was to provide information if requested? 7 A. Yes. B Q. As far as you know, did he have any other role ~ in administering the estate? A. Not in the beginning -- not in the end, not in L the administrating end, no. I'm not quite sure. ~ Q. Anything -- ~ A. 20 years is a long time. Q. Anything, did he have any responsibility besides just providing information? A. For the estate? Q. For the estate. A. Not really. I think he maybe reviewed a few things that needed reviewing from outsiders, but I can't honestly answer 20 years later. Q. You don't remember what, if anything, he reviewed? A. Well, anything that was legal that he had been involved in he reviewed. I was not basically using him as my attorney. 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 10 Q. Okay. So getting back to determining what assets the estate had, you mentioned that George Hadley and Morgan, Lewis & Bockius attorneys were responsible for that. Did anyone else do anything to determine what assets were in your husband's estate other than Mr. Hadley and the Morgan, Lewis attorneys? A. Well, we had appraisals, outside appraisals from appraisers. I'm sure the attorneys did also. Q. Is there anyone else who was involved in determining the assets that were in your husband's estate? A. Offhand I really don't remember. Q. Who hired the appraisers? MR. GREEN: Objection to the form. Overbroad. Indefinite as to time. THE WITNESS: Probably the attorneys. But I don't remember. I can't say. BY MR. JACOBS: Q. Did you select the appraisers to use for the estate? A. I probably approved them. I don't know that I selected them. I don't remember. It is 20 years now. Q. What assets did the estate have appraised? A. Well, all of the real estate assets, I believe. That would possibly be it. 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 11 Q. Anything else? A. Offhand I can't tell you. Q. Did you personally conduct any search or investigation to find out what assets should be included in your husband's estate? MR. GREEN: Objection to the form. THE WITNESS: I don't have an answer to that. BY MR. JACOBS: Q. All right. Well, you mentioned already that Mr. Hadley and the Morgan, Lewis attorneys took some steps to determine what was in the estate. And I'm just wondering whether you took any steps at all. A. Well, I certainly checked on what I thought should be in the estate. But it has been a long time. I didn't go out and hire someone, if that is what you are asking. I reviewed things. Q. When you say you reviewed things, you're referring to lists of assets that Mr. Hadley or the attorneys came up with? A. Yes. Q. But as far as you yourself going through files or other documents or looking at other places, did you yourself physically look for anything? A. Yes. I took my son with me and we went and went through his safe deposit boxes together and he had 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 12 one box with Bobby and I had the keys and I went through the box. I gave Bobby the keys. I never went back to the box. Q. Other than looking through safe deposit boxes, did you take any other steps yourself to look for assets? A. Well, I probably went through papers and things he had at the office, at his office, and I can't offhand say anything else because it has bean 20 years. Q. In your answer about safe deposit boxes, I think you referred to more than one safe deposit box? A. He had one with Bobby, my son. And then they had one with Dauphin Deposit. Q. That was his own? A. Yes. Q. And did you look through both of those? A. Yes. With an attorney and the representative from the bank. Q. Did you look through -- were they both in the same bank? A. He used two banks. He was on the board of one. And I can't remember whether it was one or two banks. But the bank, at a bank with us, there was an outsider with us who we went through and the main reason we went through we thought that it was a newer will. We 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 2 3 9 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 13 never could find it. But we were sure that there were. Q. Was your son with you only when you looked at the joint safe deposit box, or was he with you when you went through the safe deposit box that was your husband's alone? A. I honestly don't remember. I had no reason for him not to because we weren't estranged then. Q. When you say in your answer that you weren't estranged then, I take it you feel that you're estranged now? A. I don't think he thinks very much of his mother right now. Q. And do you, in your mind, when do you feel that you and your son became estranged? MR. GREEN: Objection to the form of the question. THE WITNESS: I think when he was given some very not true information. BY MR. JACOBS: Q. And just when in time do you date that to, becoming estranged with your son? A. Oh. I don't know. It has been so long ago. I really don't want to say it because I can't remember. We got along for a good while after his little girls were born. We were in a good family situation. 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 d .. e 9 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Q. Did you understand that certain trusts had been established in your husband's will? A. Yes. Q. And I don't mean to turn this into a law school exam or an accounting exam. A. I'm glad you said that because I was beginning to wonder. Q. I'm wondering from your point of view, as you understood it, how did those trusts operate. A. He had a marital trust. I'm trying to think of what the other trusts were. Q. If I suggest that there was one called a residuary trust, does that help? A. Yes. Q. And obviously you had lawyers and accountants to rely on. But I'm just wondering if you had an understanding of what was the difference between those two trusts or how they worked as the estate was being administered. MR. GREEN: Objection to the form. THE WITNESS: I did nothing without consulting an attorney or someone, an appraiser, whoever was involved. I never guessed on anything without getting other information, outside information from people who were knowledgeable. In other words, I 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 • iS e E F 5 ld 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 did nothing just on my own. BY MR. JACOBS: Q. I appreciate that. And I'm just wondering whether you had your own understanding of how the trusts worked or is that something that you really left to the lawyers. MR. GREEN: Objection. Vague and ambiguous. THE WITNESS; I don't know how to answer that. I don't know what you are trying to ask me. BY MR. JACOBS: Q. Okay. What was the difference between the marital trust and the residuary trust? A. Well, the marital trust I got the income with the 5 percent withdrawal. Q. And the residuary trust? A. I really don't remember. Q. And do you know what assets went into which trust? A. Well, offhand I can't say. I know that -- I': not going to answer that because I'm not sure. Q. At the time that the assets were being collected by the estate and then distributed to the trusts, did you have an understanding of what assets were supposed to go into which trust, or did you leave that up to others that you relied on? 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 ~~ e 9 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 A. I'm quite sure it was explained to me. I was passive on that. I let them do their job and review it. Q. Was communicating with other present or future beneficiaries part of your responsibility as an executor of the estate? MR. GREEN: Objection to the form of the question. It calls for a legal conclusion. BY MR. JACOBS: Q. And I'm only asking you not for an answer as a lawyer but just as the person who was an executor what did you understand was your responsibility, if any, on the subject of communicating with the beneficiaries. A. If there was a reason to communicate with them, I would. Basically at least until my death. Q. So what would be a reason to communicate? A. If they were going to sell a property or something, I would certainly speak with my son and maybe my daughter, although I don't necessarily remember that. I never just went out on my own -- let me put it that way. Q. And when you say that the estate was left to you, are you referring to the fact that you were the income beneficiary of both the marital trust or the residuary trust? A. Yes. 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 7 7 e E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Q. And so you understood that whatever income was generated in any given year all of the net income would go to you? A. If I wanted it, yes. Q. And that your children didn't have any present income in the estate and wouldn't receive anything until after you passed away? A. Well, that is true. When I died, his estate went four ways. Q. Was there any occasion for you to inform the other beneficiaries, the future beneficiaries such as your children of how much was in the estate? MR. GREEN: Objection to the form of the question. THE WITNESS: Yes. Because they were informed. Literally they were informed. BY MR. JACOBS: Q. And were there any actions that you took that you felt you should inform all of your children? A. No. MR. GREEN: Objection. You thought you shouldn't? MR. JACOBS: Should. MR. GREEN: Okay. Why don't you reask the question. 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 18 MR. JACOBS: Okay. Yes. BY MR. JACOBS: Q. Were there, during the course of administering this estate over the past 20 years or more, properties have been, some properties have been sold; correct? A. Yes. Q. And properties have been distributed to one or the other of the trusts; correct? A. Yes. Q. What actions of the estate did you feel you should inform your children about? MR. GREEN: Objection to the form of the question. Vague and overbroad. THE WITNESS: That's hard to answer. Basically I was in charge of the estate and I certainly wasn't going to do anything wrong for my children and I was, I felt it was up to myself and the other executors to do the proper thing with the estate to the best of our ability. Otherwise, two children wanted to do something else and one that didn't. Since I was responsible, I had to take responsibility. BY MR. JACOBS: Q. From time to time, did your children, other than Lisa who was also an executor, ask for information 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 19 about the estate or its assets or transactions? A. I don't remember. But if they had, I would certainly have not denied it to them. There was nothing secretive about what we were doing. We all were getting along very well at that point. Q. And did that change at some time? A. Yes. Q. And I'll come back and ask some questions about when and how it changed. But after that change and you weren't getting along, what information did you give to your other children about the activities of the estate? MR. GREEN: Objection to the form of the question. Vague. Overbroad. Indefinite. THE WITNESS: Not unless one of them asked a question, they would have certainly gotten the information. I didn't just decide to go and discuss the estate with them. Unless there was a reason for it. BY MR. JACOBS: Q. And when you weren't getting along, what woul have been a reason to discuss the estate? MR. GREEN: Objection to the form. THE WITNESS: I don't know of any reason, really. 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 20 BY MR. JACOBS: Q. You said a few minutes ago that things changed and you weren't getting along. Could you be more specific about what happened? A. He was given information that was not true. Q. And by "he," you mean your son Bob? A. Yes. Q. And that is who you are referring to not getting along with? A. That caused a little breach between mother and son. That was the beginning. Q. Can you be more specific about what happened and when? A. Well, he was told that Lisa was going to take over the company, which was not true. She had a three month old baby. She was living in Philadelphia and coming to Harrisburg by train in the morning and going back to Philadelphia. And then she finally came up to Harrisburg, moved to Harrisburg. And her husband, my son-in-law, changed his practice from Philadelphia to Harrisburg. He was originally from Harrisburg, but he was in an office in Philadelphia, which was a great sacrifice because they gave up a lot of income doing that. Q. You mentioned earlier that under the marital 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 9 s 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • u 2] trust you said something about 5 percent. Can you explain more specifically the 5 percent aspect of the marital trust? A. To the best of my knowledge, I got the income. And if I needed it for any reason -- basically I think it was for medical reasons or tax reasons -- I had a 5 percent withdrawal. That is my understanding. Q. And were there years in which you chose to exercise that 5 percent withdrawal? A. I'm not sure. But if I did, it was probably for tax purposes. I might have taken, had occasion, if I needed something, I would have withdrawn it or been advised to withdraw it. Let me put it that way. But I honestly don't remember. Q. And when you say it was probably for tax purposes, can you explain? A. I think the withdrawal was tax free from the marital trust. I don't remember why -- it has been a long time. I did it on advice. Let me put it that way probably. Q. And in recent years, let's say the past five years, for example, what have you done in connection with this 5 percent withdrawal? A. I don't know that I've done anything with the 5 percent. I don't know. I don't remember. If I took 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 U • 22 it, it would have been for a very good reason, but I don't remember taking it. I might have taken it once or twice for a reason. Q. As you sit here today, can you think of a reason why you would have chosen to take the 5 percent withdrawal in the past five years? A. Probably I was entitled to it and Z was advised to do it. Q. And, again, I don't want you to speculate. But do you know of any reason that someone gave you if they advised you to do it or when they advised you? A. They felt I was entitled to it, is what I was told. Q. Right.- You have explained to us that you were entitled to it. But I was just wondering. You have mentioned tax purposes or -- A. Well, I had a lot, he left me with a tremendous amount of debt, close to $1 million, that I had to pay off on mortgages or other things. Q. And you're referring to 1986 when he passed away -- A. Yes, yes. Q. -- there were substantial debts. My last, few questions have been focused on the past five years. And let me ask you first without meaning to pry, but in 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 23 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 general, what is your financial situation? A. Very good. Q. So debt was not an issue for you in the past five years? A. No. I had a couple of horses with a partner that we sold for a $1 million and we were in the racing business and I had money -- I was an only child -- I inherited from my mother and my father and my husband left me very well off. Q. In one of your previous answers, I think you said that -- and please correct me if I'm wrong -- that if you withdrew the 5 percent in the past five years, it would have been because you did it on advice. My question is -- and, again, I'm not .asking you to speculate -- but do you know of anyone who advised you to withdraw the 5 percent any time in the past five years? A. I'm not going to, I'm not going to even turn it over because I'm not sure which person did. Q. And if you don't know specifically about any particular person, do you know whether or not you've received any advice to withdraw the 5 percent any time in the past five years? MR. GREEN: Objection to the form of the question. 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 f E 5 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 L THE WITNESS: Well, I knew I was entitled to ! do it. I don't know who, anybody informed me to do it. BY MR. JACOBS: Q. Did you any time in the past five years, did you make a specific decision about whether or not to take that 5 percent for any particular year? A. I don't really remember. Q. Let me ask you now a few questions about some of the specific assets of the estate. You mentioned that at the time your husband passed away you had substantial or he had substantial debts? A. Yes. Q. Did you feel that the estate had the need to raise cash in the early years? A. Yes. Q. So can you tell us what did the estate do in 1986 and the, well, starting in 1986 to raise cash? A. There wasn't much we could do. He would never touch the stock market due to the depression and I never touched the stock market. I might have had some stock in my own name, but I did not invest in stock with the estate money. Q. Were there assets of the estate that weren't producing income that you considered selling to raise 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ! ~ 25 cash? A. It would depend. Q. What would it depend on? A. Well, the children were all very, didn't want me to sell Amity Farms until their dad died, which I hadn't considered doing anyway. But I was requested not to do that, not that I shouldn't. Q. So when I asked you did you think about selling assets, you said it depends. Other than Amity Farms, did you consider selling assets of the estate? A. Only if we needed cash. To the best of my recall, I would not just go out, or if I felt we had a bad investment, I might have done it, but I can't tell you specifically right now. Q. In 1986, did the estate need cash? A. Yes. Q. So what assets did you try to sell? A. Basically I covered some of them. I don't really remember offhand. There wasn't much we wanted to sell. We kept the farm. I sold the apartment in Florida. We had a condo in Florida. I sold that. And offhand I don't remember much else. I sold the house, moved to a smaller house. Q. Which house did you sell? A. Our residence. 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Q. And where was that? A. In Harrisburg, in Wormleysburg, which is a little town outside of Harrisburg. It is considered Harrisburg. Q. Other than Amity Farms, was there any other asset that you didn't consider selling? A. Well, offhand I didn't consider selling at the time Pennsy Supply. I wasn't going to sell it. But I had a big problem with my son. It got to the point where I wasn't going to spend any more time -- I was ready for a nervous breakdown over it. So I got out. Q. Are you saying that the reason you first considered selling Pennsy Supply was because of conflict with your son? A. Uh-huh. He would ultimately have gotten it. But my husband told me what to do if something happened to him. Karl Felmeden would know what to do, that I was to go into the office within ten days after his death. I sat behind that desk for eight years so that the employees wouldn't think I was going to sell the business and leave. Then I would be stranded with nothing. So I sat there for eight years. And then I figured my time was up. Time for myself. Q. You referred to advice of your husband your husband gave you. The advice was for you to be visible 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 27 at the business so employees -- A. Apparently he knew that his time was limited, but he never told us that. But we knew he had a heart condition. And he drove me around on two Sundays to all the quarries and explained a little bit about stones, 1B and 2B, which I don't remember now, and that type of thing and what I should consider doing and he tried to make me aware of certain things that I should, you know, read up on, and that was about it. Anything he told me that he thought, he told me that I could depend on Karl Felmeden and a couple of goods friends he had. Q. You also said that Karl gave you some advice. What advice were you referring to? A. I can't tell you right now. But it would have to be legal basically. Q. And when you said in the earlier answer that you sat there for eight years, you were referring to the fact that you played an active role in running the business in the years immediately after your husband passed away? A. I joined the rodeo and all the social clubs to keep up the contacts with customers. I had to entertain. I was there every day and I took a two-week vacation maybe to go to Florida for two weeks. But I put most of the time there. I put the same amount of 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 9 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 28 time he did almost. Not as much, of course. I did a good part of my time for eight years. Q. And then was the decision to sell the business because you felt you had spent enough time doing that? A. Well, the conflict with my son also. Q. What steps did you take to sell the business? A. Well, I was approached by someone that represented CRH. And their timing was pretty perfect because things were getting bad. I wasn't up to it. And not only that. I was a woman. And in that business, you don't have many women in the concrete cement business. Q. And I know you've talked about eight years. Can you be any more specific about when you were approached by any representative for CRH for the first time? A. Well, it had to be close to the eight years because I was asked early on if I was interested in selling and I told them no. Because we had a lot of employees. A lot of them wouldn't have, some of them could have gotten a job, but people that worked around the concrete plant and go to the trucks and such could do. But the office help, we would probably have a tough time, and some of the employees in the quarries would have been kept, but that was the main. reason. 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 29 Q. That was the main reason you didn't sell earlier on? A. Yeah. Q. When were you asked earlier on? A. I think a representative from CRH approached me. But I can't remember for sure. And I can't remember his name. But I remember we met at the Hotel Hershey and had lunch and talked, and at that time, I was not interested. And I can't remember what company he was from or anything else right now. Q. Did you talk price? A. I wasn't interested in selling. I just went down and gave him the courtesy of having lunch and told him we really weren't interested. It was a family business and I would not have sold if the family had not come up with this conflict. Q. And the conflict you're talking about came up approximately or came to a head approximately eight years after your husband died? MR. GREEN: Objection to the form. THE WITNESS: Pardon? MR. GREEN: I object to the form. Go ahead. THE WITNESS: Okay. MR. GREEN: You can answer. THE WITNESS: Repeat the question. 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • u 30 BY MR. JACOBS: Q. Sure. Sure. You said in an earlier answer that you would not have sold if the conflict hadn't comei up. Can you explain to us when this conflict came up? A. Well, about maybe the seventh year. But I had been opposed to people wanting to buy it. I was not interested. I was keeping the company. My son was supposedly to get the company and he would have gotten it if he had been patient. Q. So when you talked about the, when you used the phrase "the conflict came up," you're referring to something that happened seven or eight years after your husband died; is that right? MR. GREEN: Objection to the form. THE WITNESS: I don't know what you are asking me. BY MR. JACOBS: Q. I'm just trying to get a timeline. A. We got along very well. And he was told that my other daughter Lisa was going to take the company over, she was going to take the company over, and that's what started the conflict. And that's on the Court records that he repeated, that the conflict was started with ... Q. This meeting at the Hershey Hotel, who 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 9 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 31 arranged it? A. With CRH you mean? Q. Yeah. A. I don't remember. I think his name -- he was Irish. Q. The person you met with? A. Jack. It will come to me later, but I don't remember right now. Q. How. did the person from CRH get in touch with you initially? A. Somebody called me. I think it was Richard's attorney called at first and said there was -- there wa also another group that was interested and I had nothin to do with them. I think they were out of the Washington, D.C., area, but I don't honestly remember. Maybe Virginia. Q. I think Mr. Hadley testified that an antique dealer might have played some role in setting up a meeting with the CRH representative. Does that ring a bell at all? A. An antique dealer? Q. I think he said something like that. A. No. I don't remember. Why would an antique dealer do it? THE WITNESS: Do you know? 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 • 37 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 1 MS. MUMMA MANN: I heard of it the first time 2 yesterday. I don't know. 3 THE WITNESS: I don't think an antique dealer 4 had anything do with it. I don't know who told you 5 that. But did George Hadley say that? 6 BY MR. JACOBS: 7 Q. I thought he did. But we are interested in 8 what you recall today. 9 A. I think he probably made a mistake. I had a lot of valuable antiques, and maybe he was setting someone else up to see if I wanted to sell them, but I can't remember an antique dealer. I wasn't close to any antique dealers. So how would they know? Q. A while ago you mentioned that the condo in Florida was one of the assets that you sold. A. Yes. Q. And from your point of view, was that something that you wanted to sell as quickly as possible to raise cash for the estate when it needed it in the early years? A. Uh-huh. Q. Yes? A. Yes. Q. Were there any difficulties or delays in selling Sailfish Point? Was that the name of the 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 3 9 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 i ~ 33 condominium? A. Yes. No, not really. I don't remember how long it was on the market, but it was a very desirable piece of property and the people that bought it had another unit there, I believe, or were renting a unit there. Not in my apartment building. The Sailfish apartment as a community in that particular, it was a gated community in that particular community. Q. Do you know anything about the estate leasing out the condo for a period of time? A. Yes. They rented it, but I don't, I don't think it was more than three years, but I'm not sure. And that's because I couldn't use it. I was working and it was sitting there and we were paying assessments and everything else on it and I thought it was not a good financial situation for the estate. Q. Did you ever have an opportunity to use it any time after your husband passed away? A. Oh, yes, I did. Not very often, not for any length of time. I went down there for two weeks in the winter. And I didn't spend much time after I went to Pennsy. Q. Did other members of the family use it? A. Yes. Not often, but any time they wanted to use it it was available to them. And I think each and 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 9 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ~d all of them had used it at some time. Q. How did you let your children know that any time they wanted to use it it was available? A. I think they knew that. I didn't have to tell them that. I think they knew if they wanted to ask me I would let them do it. Q. Were there any particular arrangements that had to be made if one of your children were going to use it; for example, for keys or permission or anything like that? A. Well, they had to have keys. If I gave them permission, the only thing I wanted was them to clean it, beds be made and such. Q. How frequently did your daughter Lisa and her family use Sailfish Point? MR. GREEN: I object to the form. THE WITNESS: I only know of one time. BY MR. JACOBS: Q. And what was that occasion? A. I didn't have, I wasn't using it. And Lisa asked if her inlaws could come down. I think it was for a weekend or a few days. It was fine with me. Q. How often did your daughter Babs get to use the condo at Sailfish Point? A. She would have to tell you. She knew she was 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 " 3 ~ _, 1 1: 1: l: 1~ 1: lE 17 18 19 20 21 22 23 24 25 1 entitled to use it. 2 Q. And your daughter Linda? 3 A. Linda was entitled. I know she was there 4 once. I can't tell you about anything else any other 5 times. I'm not sure. 6 Q• Did Bob use Sailfish Point? 7 A. He had his own place in Florida. And he migh B have used. It, I think he used it because I know he an 9 Bill were there together one time. ~ MS. MUMMA MANN: Bill who? ~ THE WITNESS: McClure. Yes, he was. At that point, Babs, you might have been down too. MS. MUMMA MANN: I never used it. MR. GREEN: Let's please try to have question and answer. BY MR. JACOBS: Q. We can have the conversation during the break. But for now, if you will indulge us, we will just do the formal questioning. Your husband's estate had a number of horses; is that correct? A. Yes. MR. GREEN: You know what? If we are going tc switch topics, why don't we take a short break. MR. JACOBS: Sure. (A recess was held.) 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 4 E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ~~ MR. JACOBS: Would you mark this as Exhibit Number 2. (Exhibit No. 2 was marked for identification.) BY MR. JACOBS: Q. Please look at what has been marked Exhibit 2 in this deposition, which appears to be a letter from Ruth Nonack, N-o-n-a-c-k, of Morgan, Lewis dated July 21, 1987, with an attached inventory. And let me ask you first if you happen to recall actually receiving this letter or this inventory. A. No, I don't recall. But I'm sure I received it, though, if it was sent to me. Q. You were saying earlier that you relied on the lawyers and others to determine what property was in your husband's estate. A. Well, I wanted to be sure because he had some business dealings with partners in some things with horses and such and he and Charlie, Dr. DeLone owned some property together, something together at one time, and that was, I don't remember what it was. MR. GREEN: Is there a question pending? MR. JACOBS: No. MR. GREEN: Okay. BY MR. JACOBS: Q. If you look on Page 5 of the inventory, Page 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 37 32 -- I'm sorry -- Item 32. A. Wait a minute. I haven't gotten to Page 5 yet. 9 E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Q. Do you see that Item 32, the horses? A. Yes. Q. It indicates that the value of the horses were totaled something in excess of $1,600,000. Do you see that? A. Uh-huh. Q. And there is a note that, that says mares, racehorses and yearlings were all sold? A. Uh-huh. Q. I take it your husband owned some horses outright and others in shares, in syndicates? A. Yes. Q. Do you know if all of the horses that he owned outright were sold by 1987? A. Well, I know, I can't say if it was done by 1987 or not. But I know we sold them all -- we kept one or two, I think. One was, I can't really tell you right now. Maybe it will come to me later. Q. Here is what I'm trying to understand. Did you view the horses as an asset that should be sold as quickly as you could? A. Absolutely. They were a financial 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 • 38 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 responsibility. It took a lot of money to carry those horses. Q. They were a drain on the estate? A. Uh-huh. Q. So you tried to sell them? A. We sold them. Q. And I see in some of the accounting documents that horseracing expenses or horse expenses I should say continued for a number of years past 1987. And what I'm trying to figure out is whether horses that your husband owned were kept beyond 1987 or if there is some other explanation for those expenses such as it is just the pass-through from a syndicate. A. I can't answer that. I don't remember. Q. You said you kept one or two. Can you give us any more detail on that? A. Not really. I think one might have been a pony that got loose and was on the highway and got killed. Valentine -- I can't remember when that happened. But I really don't remember. Q. So your best recollection is that you tried to sell all of the horses as quickly as possible? A. Yeah. Q. Can you think of any reason why the estate would have incurred expenses for horses after the date 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 4 E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 39 of this inventory? A. It might have been, I'm not sure if this is correct, but it could have been that he was partners in some of them. Q. And so he didn't control the expenses. They would just pass through to him on an accounting basis? A. That is the only explanation that I can give. But I can't tell you that that is true. Q. On Page 6, we can skip that question. A. You don't want Paqe 6? Q. No. That's not necessary. MR. JACOBS: Mark that as Exhibit Number 3, please. (Exhibit No. 3 was marked for identification.) BY MR. JACOBS: Q. Please take a look at what has been marked Exhibit 3 for this deposition, a document which appears to be Arthur Klein's memorandum of August 22, 1986. Do you have it in front of you? A. Yes. Q. On the second page, there is a reference in the second sentence to a debt being satisfied by a sale of the Sailfish Point property to BMM who I assume refers to you. A. Uh-huh. 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 s E i E 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 an Q. Can you shed any light on this idea selling ! you the Sailfish point property? { A. He didn't have the money to pay for it. So I I put the money up. ~ Q. So you held the mortgage? A. Uh-huh. Q. And the estate had to keep paying the mortgage? A. Yeah. Q. I was just wondering. Mr. Klein seems to say something about the estate actually selling the Sailfish Point property to you in order to pay off that mortgage. And I was wondering if you recall anything about that or can shed any light on that idea. A. I, was Sailfish Point still in his name at that time? Q. It's my understanding it was. It seems to have been treated as an asset of his estate. But I'm not -- A. I'm not sure, to tell you the truth. MR. GREEN: Mrs. Mumma, just do the best you can to answer the question. THE WITNESS: Okay. BY MR. JACOBS: Q. Do you recall anything about, did you want the 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 9 E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 d1 Sailfish Point property? A. No. Not really afterward. Q. And is there anything else you could tell us about this idea of selling the Sailfish Point property to you? MR. GREEN: Objection to the form. It lacks foundation. You can answer. THE WITNESS: Repeat the question. BY MR. JACOBS: Q. Yes. Do you have any information at all about this idea that Mr. Klein seems to be mentioning of selling the Sailfish Point property to you? A. I don't know what the reason was for that. Q. Okay. Let me go back to the subject of the sale of the Pennsy Supply business and in particular the timing of it. You've told us about being approached by CRH seven or eight years after your husband died and the timing was right because you were ready to sell. Is it possible that there was, that you made an effort to sell the business to CRH years earlier than that? A. No. Someone approached me, and I can't remember whether it was CRH or someone else, but I wasn't interested in selling it. Q. That is this lunch meeting at the Hershey Hotel? Did you say that? 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • i 42 A. Yes. I met at the Hershey Hotel. We had had several people interested. That was a company from I was going to say Washington, but, actually, they were from Virginia, that approached us, and I really wasn't going to sell this company. I was going to try to keep it because I thought probably it should go to my son. Q. So when you had this first meeting with this person from CRH at the Hershey Hotel, during that time period, you never got into negotiations at all? A. No. I went to the meeting just to find out what was going on. I wanted to see, I was interested in what they had to say and then I'll have something to go on to help me. I wasn't interested in selling. Q. Uh-huh. So my question is other than listening to what he had to say at that one meeting, did you have any negotiations with him. A. Oh, no, no. Q. It didn't go any further? A. No. Q. Did he make an offer or mention a price at that meeting? A. He did at one time, but I can't remember if it was at the meeting. I don't remember that. Q. And do you remember how long after your husband passed away you had this meeting at the Hershey 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 43 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Hotel? A. I have no idea. I know it wasn't the first or second year. I have no idea. Q. And this later point, this point in time seven or eight years after your husband passed away when you were approached by CRH again, did that approach actually lead to the sale of the business? A. I guess that approach -- that might have had something, it might have had something to do with it. Q. Was that the start of the negotiations that led to the sale? A. No. It was a start, but I wasn't there by myself. I don't remember who was with me. Q. Let me mark another exhibit, and maybe you can help me .understand this. (Exhibit No. 4 was marked for identification.) BY MR. JACOBS: Q. Please take a look at what has been marked Exhibit 4 for this deposition, which appears to be a memorandum from Joseph A. O'Connor, Jr., dated May 4, 1989. Take as long as you want to review this memo, and then I'm going to ask you some questions about trying to understand what discussions or negotiations the estate was having with CRH in 1989. But first take all the time you want to look. 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 49 A. I was reading something here. I don't understand this. I think this is the first I've seen this. Right? I never saw this before. Q. Okay. Were you aware that -- A. If I had known they were trying to squeeze my '~, son out, I would have never had anything to do with them. Q. Okay. So you never authorized a negotiation with CRH in 1989? A. I might have, but not with that understanding that they were trying to squeeze my son out. Q. And no one did, did anyone make you aware of a transaction that would involve squeezing Bobby out? A. No. And as a matter of fact, I think they had some, some deal with Bobby ,that he, from one of his quarries or something, he and CRH. One of his quarries. I don't know. Q. This memo, Exhibit 4, is dated in May of 1989. What was your relationship like with Bobby in May of 1989? A. I don't think we were in the situation we're in now.1989. It was probably all right then. I'm not sure. I don't remember. I think the relationship might have been all right. Q. Let me move to a different topic. We talked a 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 45 little bit already about the marital trust and residuary trust. Who selected which properties would go to which trust? A. I think it was probably, I know we had advice from the attorney, and he consulted with us, and that is about as much as I remember. It was done to, the advantage was to be to the family. Q. And by -- explain to me what you mean by the advantage was to be to the family. A. Well, the trust was done for some reason to be in the best interest of the family I thought. That was my impression. Q. By "the family," are you referring to your children or future generations, or what exactly are you referring to? A. To my children. But they take care of their children. And maybe future generations. I don't know. I don't know what I was thinking at the time. I wasn't planning on any of this happening. Q. So was it your desire that distributions to the marital, that the selection of properties to go into the marital trust and the residuary trust be made with the best interests of your children in mind? A. Yes. Because they were going to inherit the marital trust anyway. It went four ways after my death. 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 • d G 1 Q. Were there any particular assets of the estate that you wanted to take out of the m arital trust and 3 have in your name, your own name, if you we re able to do 1 that? i A. I honestly don't remember. I don 't think I > would have thought of that, frankly. But I don't - remember. E 1( 1] 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ~ Q. Can you tell us any of the reasons you were - given by any advisor about why to put one asset in one trust as opposed to the other trust? A. Well, they thought it was the best, I guess, financial situation and best situation for the family. That was my intent to have happen. Q. Do you remember any of their advice or explanation any more specifically than that? A. Not 20 years later. Q. One of the major assets that your husband had directly and in entities that he controlled was real estate; correct? A. Yea. Q. And some of that real estate was currently producing income by being rented out to tenants; correct? A. Yes. Q. And other real estate was not developed and so 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 47 it wasn't currently producing income; correct? A. That's correct. Q. And, in fact, there were expenses such as real estate taxes associated with some of the unproductive income? A. Yes. Q. Could you tell us what was your plan or your strategy for dealing with what I'm calling the unproductive real estate; that is, the real estate that wasn't generating any current income? A. Basically I would have disposed of it unless I thought it had a good potential. Sometimes you hold on to a property for a certain reason for a while. Q. Is there any property that you had identified as having some potential? A. There is one property that Bob aras interested in, and that was up at the Farm Show building, and he was trying to line up tenants for that. He was interested in that. And I think that was one I kept offhand. I can't think of anything offhand. Q. Did the estate or the other entities that the estate controlled try to sell some of the parcels of unproductive real estate? A. I did on anything that was unproductive. Offhand I can't remember which one. 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 48 Q. How did the estate go about getting rid of the unproductive real estate? A. I guess we put it up for sale. Q. Did you -- A. If we could. Q. Did you hire a broker to do that, or how did you go about doing that? A. Appraisers from two, at lease two but always three, if possible. And we got one from Philadelphia that didn't know anything about us, what was going on. And I guess we had two in Harrisburg that did appraisals. I know we always had two and sometimes we had three. It depended on the property. Q. Have you heard of entities called MRA I, MRA I and MRA II? A. They were real state companies. Q. Mumma Real Estate Associates? A. Yes. Q. Can you tell us your understanding of what those companies, what those entities were and what assets they held? A. I can't tell you about all the assets. But the entities were, the one company was to protect the other company from lawsuits, if somebody I guess had a, it was for protection from a lawsuit and I guess a 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • ~ 49 liability lawsuit. I know that one company was to protect the other. And how that was arranged I don't know or how that would have happened. Q. Who makes the management decisions for the companies? Which person or persons? MR. GREEN: Objection. Vague. Overbroad. THE WITNESS: Who makes the decisions? BY MR. JACOBS: Q. Who runs the MRA entities on a day-to-day basis? MR. GREEN; Same objection. THE WITNESS: I don't know exactly what that means. You mean the ones that are renting? BY MR. JACOBS: Q. Well, let me start with a different question. What is your role in operating MRA I and MRA II? A. I'm consulted on everything that goes on they that is, basically it is run by me and it is explained to me and that's my role. If I have questions or anything, they give me the opportunity to check it out. Let me put it that way. Q. And who runs these things by you? A. Basically Lisa. She is an attorney and she is also a trustee and a secretary and she is best to have because her interest is in the family interest. 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 50 Q. And when you say the family interest, again, are you, tell me what you're referring to in this context. A. She is trying to protect the whole family. Q. Meaning -- A. Legal work is concerned. Yes, basically. That's what her interest, my and her interest is in this. Q. When you say "the whole family," you're referring to -- A. My children, myself and -- that's the whole family. Q. Okay. Do you know anything about pieces of real estate that were lost at tax sale for failure to pay real estate taxes? A. Not off, not offhand. No. Q. Did Lisa or anyone else talk to you about a problem with any of the real estate that was in the estate or the trusts or these MRA entities that, where the real estate was at risk because the taxes couldn't be paid? A. Could you tell me what the property is and then I could probably remember it? Q. Okay. I'll try and get you some specifics on that. But do you remember at all this issue of real 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 • 5] 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 estate taxes coming up? A. I'm really not sure. Q. Okay. A. We certainly wouldn't have let it slip through the cracks. We certainly wouldn't have let it go. I know at one time there was a thing we found out that someone was getting our mail. Q. You said earlier something to the effect tha t your son would have gotten the Pennsy Supply business if he had been patient. Can you explain in more detail what you meant about how he would have gotten the business? A. He would have bought, he would have had to pay for it. His sisters had an interest in it. His share he didn't have to pay for because that would have gone to him anyway, I guess. I don't know. But he would have had to pay for it because his sisters weren't going to give that up, their share of it. Q. In carrying out your husband's instructions -- I think you said that was one part of your duties as executor of his will -- what did you understand were his instructions about the sale of the company? MR. GREEN: Objection to the form of the question. You can answer. THE WITNESS: Pardon? 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 52 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 MR. GREEN: You can answer. THE WITNESS: Oh. He wanted the company to go on and he anticipated that Bobby I think would end up running the company. He told me to be very cautious and not to jump ahead and give it to Bobby right away so that Bobby could get it right away. One of the reasons is Bobby has a little, short temper and he didn't want people to be scared he was coming in to skip ship on me. BY MR. JACOBS: Q. Were you aware of any written agreement to sell the company to Bobby? MR. GREEN: Objection to the form of the question. Vague and ambiguous. THE WITNESS: I have no idea. I don't know that they had an agreement is what I'm saying. BY MR. JACOBS: Q. Did you ever see any written buy/sell agreement concerning Pennsy Supply? A. I don't remember. Q. Did you see any agreement concerning a sale o Pennsy Supply that was prepared in connection with the new will that your husband was having drafted at the time of his death? A. I have no recollection. 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 53 Q. Let me show you what was marked as Exhibit 11 at the deposition of Lisa Morgan on November 12, 2007. It's a letter from George Hadley dated February 6, 1989. Take all the time you want to review that. And when you are finished, I wanted to ask you some questions about distributions from the marital trust. A. Okay. Is that it? Q. Yes. A. Now I'll read it. What are you asking me about this? Q. Let me ask you first a more general question about distributions from the marital trust. Do you remember getting advice from any of your advisors about whether to take stock as opposed to some other asset in those years where you for whatever reason decided to take your 5 percent distribution? A. Say that again. Q. Sure. A. Instead of taking stocks? Q. I think you mentioned earlier that you believe in some years you may have decided to take a 5 percent distribution from the marital trust that you're entitled to; correct? A. Yes. Q. What I'm trying to find out is in any of those 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 54 years did anyone give you advice on whether to ask for stock as opposed to some other asset. A. Not that I recall. I never, my husband never played the stock market, other than his own company. But I wasn't interested in the stock at that point. I had the cash. Q. And to be clear, I am talking about stock in the family companies, in Pennsy Supply or other family companies. Is your answer still that you were not interested in that stock? A. No. And I was getting the interest from the stock anyway indirectly; was I not? Q. Well, I am afraid I can't answer that question now. MR. GREEN: Mr. Jacobs isn't allowed to answe the questions. THE WITNESS: Oh. I wasn't out to milk the estate. Let me put it that way. BY MR. JACOBS: Q. Sure. And certainly in a year that you needed cash I think you have made clear that you would want to take a distribution of cash. I'm wondering is there any reason you would have wanted to take shares of stock in the family companies out of the marital trust and into your name personally rather than just leaving them in 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 55 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 the marital trust. A. I don't think so, unless somebody gave me advice to do that. Q. Okay. A. I was pretty financially capable for myself. So I wasn't interested in milking the estate. That is for sure. Q. Fair enough. MR. JACOBS: Let's go off the record for a second. (Discussion held off the record.) BY MR. JACOBS: Q. Mrs. Mumma, do you know of a company by the name of Solomon Brothers? MS. MUMMA MANN: Solomon Drivers. BY MR. JACOBS: Q. Drivers. I'm sorry. Solomon Drivers, Incorporated. A. Solomon Drivers? Q. Yeah. Does that ring a bell at all? A. Solomon doesn't. Q. Was there a lawyer by the name of Ron Katzman who provided services to the estate? A. I think so. Q. What did -- without, just on what subjects did 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 2 3 9 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 56 you consult Mr. Katzman? A. I have no idea at this time. Q. Do you know who recommended him to you? A. I've known him for a long time. Q. As a lawyer or socially? A. Socially basica lly. We belong to the same church and such. Q. That is how you came to know him? A. Not through the church. I knew him socially. Q. Did the Stadley Ronan law firm provide services to the estate or any of its businesses? A. We, they provided services, yes. Q. What work did the Stadley Ronan law firm do? A. At this point, I can't tell you. Q. Who recommended the Stadley Ronan firm to your A. I don't know. Q. Do you know how it came to your attention, that firm? A. No. But it was recommended to me, and I don' know who recommended it. Q. I have no other questions. Thanks very much for coming today. A. Thank goodness. MR. GREEN: I may have just a couple. I think -- yeah. Let me ask a couple of questions. 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 57 MR. JACOBS: Do you want to sit here or stay here -- MR. GREEN: I'll stay here. I think it is fine. CROSS (BARBARA McKIMMIE MUMMA) BY MR. GREEN: Q. Mrs. Mumma, when Mr. Jacobs showed you a document which was marked as Exhibit 4 at your deposition, this was the document that contained the word, the phrase "squeeze Hobby out." Do you recall that document? A. Uh-huh. Q. And you said that you reacted negatively to that concept; correct? A. Yes. Q. What was it about the idea of squeezing Bobby out? I mean, what did you interpret that phrase to mean? A. I thought it meant to squeeze him out of the entitlement to the estate. And there was no way I was about to do that. Q. To take his financial interest? A. Yes. Q. Okay. Did you understand -- well, ultimately the business was sold to CRH; is that correct? 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 58 A. Yes. Q. Did you understand that Bob was opposed to the sale at that time? MR. JACOBS: Objection. Leading. Leading. BY MR. GREEN: Q. Go ahead. A. I imagine he would have been opposed, but I don't remember. Q. Okay. Did he object to the sale? Did he attempt to stop it? A. I honestly don't remember. Q. Okay. MR. GREEN: Let's mark this document -- and I apologize. I don't have copies -- as Exhibit Number 5. (Exhibit No. 5 was marked for identification.) BY MR. GREEN: Q. Now, Mrs. Mumma, I'm going to show you what has been marked as Exhibit Number 5 to your deposition and I'm just going to ask if that is your signature that appears on that document. A. It is. Q. Okay. And what is the date of that signature? A. 12/9/94. Q. Now, without getting into any discussions you 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 59 1 may have had with regard to this particular document, 2 can you, do you, is this a form of document that you 3 would recognize? 4 A. Let me put my glasses on and read it. 5 I' Q. Please do. I don't want you to answer in the 6 dark. 7 A. Yes. 8 Q. And is that a form of document that you 9 recognize? 10 A. I think so, yea. 11 Q. Okay. What do you recognize it to be? 12 A. I was asking to have a distribution. Is that 13 what you mean? Yes. 14 Q. Okay. Do you recall just sitting here today 15 any of the circumstances that surrounded your decision 16 to execute this document and to make a withdrawal in or 17 about December of 1994? 18 A. Not offhand, no. 19 Q. That's all I have. 20 REDIRECT (BARBARA McKIMMIE MUMMA) 21 BY MR. JACOBS: 22 Q. Let me follow up on Exhibit 4. I think you 23 had testified earlier -- let me ask you this first. 24 During our last break, did you have an opportunity, did 2 5 you discuss with Mr. Green any of the matters that you 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 60 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 have testified about today? A. I had some discussion, but I can't tell you which matters. Nothing in particular. Q. And during the last break, did you discuss Exhibit 4 with him? MR. GREEN: Objection to the form. I'm going to instruct her not to answer the question. BY MR. JACOBS: Q. During the last break, did you discuss squeeze out with him? MR. GREEN: Again, I instruct her not to answer as a privileged communication. MR. JACOBS: And will you instruct her not to answer all questions about your conversations with her during the break about the subjects covered in the deposition? MR. GREEN: No. It depends on what the question is. We will see. BY MR. JACOBS: Q. What did you discuss with Mr. Green during th break? A. That's confidential. MR. GREEN: Yeah. I'm going to instruct her not to answer that question in that form. 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 t 1: le l~ 19 15 16 17 18 19 20 21 22 23 24 25 • C v .~ 1 BY MR. JACOBS: 2 Q. Did you discuss any of the, during the last 3 break, did you discuss with Mr. Green any of the answers 4 that yo u gave to me? 5 A. I don't recall. 6 Q• Did you discuss with Mr. Green anything about 1 Exhibit 4? 3 A. No. No. ~ Q. Okay. You didn' t discuss squeeze out with I him? • MR. GREEN: Objection to the form of the question. I instruct her not to answer. Don't answer the question. BY MR. JACOBS: Q. Did you discuss with Mr. Green anything to do -- let me start over. During the last break, did yo discuss with Mr. Green anything at all about the transaction with CRH? A. No. It's privileged anyway. My discussions with my attorney are privileged. Q• I understand they are privileged. I'd like tc know what subjects that we covered in this deposition you spoke to him about during the last break. MR. GREEN: Again, I object and instruct her not to answer the question in that form. 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 62 BY MR. JACOBS: Q. And did you discuss with Mr. Green during the last break your negative reaction to anything in Exhibit 4? A. No. I don't think we discussed anything here. I went to the ladies' room basically. Q. When did you first authorize the attorneys for the estate to enter into negotiations with CRH for the sale of the Pennsy Supply business? A. I don't recall. Q. Is there anything that has come to your attention which would change the time frames for those negotiations that you have already testified about this morning? A. Say, start over. Q. Sure. This morning you did answer a aeries of questions about selling the business to CRH after seven or eight years. Do recall those, that testimony? A. Yes. Q. And you also testified about a contact from CRH that led to a meeting at the Hershey Hotel but didn't go any further. Do you recall that testimony? A. Yes, uh-huh. Q. Okay. Is there anything at all that would lead you to change the time frames that, of those 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 i • 63 discussions with CRH that you testified about? A. No. Q. Is there anything at all that would make you change any of your testimony about the negotiations with CRH? A. Not that I am aware of. Q. Okay. A. You mean the type of negotiations? Q. Is there anything at all that you have testified about today that you now think is not accurate or that you would like to expand on? MR. GREEN: I object to the form of the question. THE WITNESS: Yeah. I don't really know -- I don't think so. BY MR. JACOBS: Q. Okay. In 1989 -- let me rephrase that. MR. JACOBS: Excuse me for a minute. (Discussion held off the record.) BY MR. JACOBS: Q. When you were negotiating the sale of the company to CRH in 1993, did you consider offers from any other potential purchaser? A. I had an offer in years prior to that, but not really. 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 64 Q. Are you saying you didn't really consider other offers in 1993 or you were not aware of having any other offers in 1993? A. I'm not aware -- 93. I can't answer that. I~ know there was a company from Virginia that was interested but I wasn't, and I don't know what year it was. Q. And in the 1993 period of time, were you interested in considering selling the company to your son Bobby? A. I would like for him to have had it, but I had, reasons for not wanting to get involved financially with him. Q. What reasons? A. Well, he had owed the company almost between 2- and $300,000 over two years and he wasn't paying the company. He had the money and it was my feeling that he wasn't paying it because he figured that if he got the company he would write it off and the girls were to get 1/4, whatever interest, from the estate and he was taking advantage of his sisters. Q. Is that the reason you -- A. Absolutely. Q. That's the reason you didn't consider selling it to Bobby around 1993? 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 9 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • E, 5 A. Yes. For that price, for what he wanted. If he had paid his bill and it had gone into Pennsy, the girls would have gotten 1/4 of that money. Instead he was going to write it off once he got the company. I could figure that out, and they would have been left holding the bag. I mean not getting income that they should have gotten. And that was my main decision because to do that to your own sisters is inexcusable. MS. MUMMA MANN: Can I -- MR. JACOBS: Let's take a break. MR. GREEN: If you want to take a break, you can talk. MR. JACOBS: A minute. (A recess was taken.) BY MR. JACOBS: Q. You mentioned that your son Bobby or his company owed 200,000 or -- A. Between 3- and 2-, 200,000. For materials. Q. And hadn't paid it. Do you recall at that time Pennsy Supply doing business with a competitor to your son by the name of Whitmier? A. We couldn't deny not selling Mr. Whitmier. He was selling aggregates and blacktop and he had been a customer. And that couldn't, I couldn't refuse him when we were a company that, he was in construction and we 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 66 sell, you can't tell somebody that you won't sell to them. They can bring a suit on you for discrimination. Q. And did your son perceive that you were trying to help his competitor by extending favorable credit terms? A. No. MR. GREEN: Let me just object. It calls for speculation. It lacks foundation. You can answer. THE WITNESS: What? MR. GREEN: You can answer. THE WITNESS: I don't think we, when you say "credit," what do you mean? He had to pay his bill on time. We didn't give him any extension of credit that I know of. BY MR. JACOBS: Q. So you don't know of any extension? A. I don't know of any extension. I don't recall. Let me put it that way. Q. Was the 200 to $300 that you referred to-- A. 2- to 300,000. Q. Yes. I'm sorry. -- 2- to $300,000, was that a dispute that had to do with taxes? Do you remember that? A. No. He bought the materials and he hadn't paid for them and that money goes to pay our employees. 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 • 67 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Q. You don't recall a dispute about whether he was liable for tax -- A. This was a bill that he owed the company. So the tax would have had nothing to do with it. He bought the materials. He is to pay for the materials is my, has always been my understanding. Q. Okay. So you don't recall a dispute over whether transactions had to be treated as retail transactions subject to the sales tax or anything like that? A. He got some kind of a discount I believe, but I don't remember anything about it. Q. But you don't remember a tax -- A. No. Q. -- dispute or.a dispute over tax excise? A. Family members got discounts if they got it from the company, as I recall. MR. JACOBS: Nothing further. Thank you. Off the record now. (Discussion off the record.) MR. GREEN: What I'd like to do is take a few minutes, get something and I would like to come back. You don't obviously have to be in the room, but if you can just be here and available, we will be here and available from two hours. Whenever we 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 68 get back at the end of that, I'll just put it on the record. Off the record. (Discussion held off the record.) MR. GREEN: All right. We are back on the record. It is 1:23 by my watch. I'm just noting for the record that Mrs. Mumma is here in accordance with the deposition notice served in this case and available for examination by any parties or recipients of the notice. We will remain here for two hours, which is the additional allotment of time in addition to the time used this morning during Mr. Jacobs' questioning which the Court has allotted for Mrs. Mumma's deposition in these proceedings. Thank you. We can go off the record. (Discussion held of the record followed by recess.) MR. GREEN: We are back on the record. It is now, again, by my watch just about 3:30. We have been here. Mrs. Mumma has been here and available for examination since we were last on the record two hours ago. We are now going to close the record on the deposition and we will appear tomorrow morning at 9 a.m. in accordance with the notice for the deposition of Mr. Hadley. Mr. 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • s 69 Hadley will be here and prepared to testify at that) time. Thank you. (Witness excused.) (Deposition was adjourned.) 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 • • 70 CERTIFICATE OF OATH THE STATE OF FLORIDA COUNTY OF PALM BEACH I, the undersigned authority, certify that BARBARA McKIMMIE MOMMA personally appeared before me and was duly sworn. Witness my hand and official seal this 16th day of November, 2007. 16 17 18 19 20 21 22 23 24 25 Denise T. Medina, RMR Notary Public - State of Florida My Commission Expires: 4/22/09 My Commission No.: DD 400069 Job #902525 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 71 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 C E R T I F I C A T E THE STATE OF FLORIDA COUNTY OF PALM BEACH I, Denise T. Medina, Registered Professional Reporter and Notary Public in and for the State of Florida at large, do hereby certify that I was authorized to and did report said deposition in stenotype; and that the foregoing pages are a true and correct transcription of my shorthand notes of said deposition. I further certify that said deposition was taken at the time and place hereinabove set forth and that the taking of said deposition was commenced and completed as hereinabove set out. I further certify that I am not attorney or counsel of any of the parties, nor am I a relative or employee of any attorney or counsel of party connected with the action, nor am I financially interested in the action. The foregoing certification of this transcrip does not apply to any reproduction of the same by any means unless under the direct control and/or direction of the certifying reporter. Dated this 16th day of November, 2007. Denise T. Medina, RMR 22 Job #902525 23 24 25 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 C~ 72 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 DATE: November 16, 2007 TO: BARBARA McKIMMIE MUMMA Job #902525 c/o BRADY L. GREEN, ESQUIRE MORGAN, LEWIS & BOCKIUS LLP 1701 Market Street Philadelphia, PA 19103 IN RE: ESTATE OF ROBERT M. MUMMA CASE NO.: 21-86-398 Please take notice that on Wednesday, the 14th of November, 2007, you gave your deposition in the above-referred matter. At that time, you did not waive signature. It is now necessary that you sign your deposition. As previously agreed to, the transcript will be furnished to you through your counsel. Please read the following instructions carefully: At the end of the transcript you will find an errata sheet. As you read your deposition, any changes or corrections that you wish to make should be noted on the errata sheet, citing page and line number of said change. DO NOT write on the transcript itself. Once you have read the transcript and noted any changes, be sure to sign and date the errata sheet and return these pages to me. If you do not read and sign the deposition within a reasonable time, the original, which has already been forwarded to the ordering attorney, may be filed with the Clerk of the Court. If you wish to waive your signature, sign your name in the blank at the bottom of this letter and return it to us. Very truly yours, Denise T. Medina, RMR ESQUIRE DEPOSITION SERVICES, INC. 2385 NW Executive Center Drive Suite 120 Boca Raton, Florida 33431 I do hereby waive my signature. BARBARA McKIMMIE MUMMA 561.659.4155 ESQUIRE DEPOSITION SERVICES 800..330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 73 C E R T I F I C A T E THE STATE OF FLORIDA COUNTY OF PALM BEACH I hereby certify that I have read the foregoing deposition by me given, and that the statements contained herein are true and correct to the best of my knowledge and belief, with the exception of any corrections or notations made on the errata sheet, if one was executed. Dated this day of 2007. BARBARA MCKIMMIE MUMMA Job #902525 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 74 E R R A T A S H E E T IN RE: ESTATE OF ROBERT M. MUMMA CR: DENISE T. MEDINA DEPOSITION OF: BARBARA MCKIMMIE MUMMA TAKEN: 11/14/07 JOB NO.: 902525 DO NOT WRITE ON TRANSCRIPT - ENTER CHANGES HERE PAGE # LINE # CHANGE REASON 561.659.4155 ESQUIRE DEPOSITION SERVICES 800.330.6952 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • • 75 Please forward the original signed errata sheet to this office so that copies may be distributed to all parties. Under penalty of perjury, I declare that I have read my deposition and that it is true and correct subject to any changes in form or substance entered here. DATE SIGNATURE OF DEPONENT: 561.659.4155 ESQUIRE DE POSITION SERVICES 800.330.6952 Panes '7G A ability 18:19 able 46:3 above-referred 72:8 Absolutely 37:25 64:23 accommodate 5:18 accountants 14:1 `i accounting 14:5 38:7 39:6 accurate 63:10 action 71:13,13 actions 17:18 18:10 active 27:18 activities 19:11 add 7:2 addition 68:11 additiona168:10 adjourned 69:4 administered 6:8 14:19 administering 9:9 18:3 administrating 9:11 advantage 45:7,9 64:21 advice 21:19 23:13 23:22 26:24,25 27:12,13 45:4 46:14 53:13 54:1 55:3 advised 21:13 22:8 22:11,11 23:15 advisor 46:9 advisors 53:13 affirmed 5:4 afraid 54:13 afterward 41:2 aggregates 65:23 ago 5:12 13:22 20:2 32:14 68:22 agreed 72:9 agreement 52:11 52:16,19,21 ahead 29:22 52:5 58:6 allotment 68:11 allotted 68:13 allowed 54:15 ambiguous 15:7 52:14 Amity 25:5,9 26:5 amount 22:18 27:25 and/or 71:15 answer 9:2011:7 12:10 13:8 15:8 15:2016:918:14 27:16 29:24 30:2 35:15 38:14 40:22 41:7 51:24 52:1 54:9,13,15 59:5 60:7,12,14,24 61:12,13,25 62:16 64:4 66:8,10 answers 23:10 61:3 anticipated 52:3 antique 31:17,21 31:23 32:3,12,13 antiques 32:10 anybody 24:2 anyway 25:6 45:25 51:16 54:12 61:19 apartment 25:20 33:6,7 apologize 58:14 Apparently 27:2 appear 68:23 APPEARANCES 2:1 appeared 70:7 appears 36:6 39:17 43:19 58:21 apply 71:15 appraisals 10:7,7 48:12 appraised 10:23 appraiser 14:22 appraisers 10:8,13 10:19 48:8 appreciate 8:23 15:3 approach 43:6,8 approached 28:7 28:1.5 29:5 41:16 41:21 42:4 43:6 approved 10:21 approximately 29:18,18 area 31:15 arranged 31:1 49:2 arrangements 34:7 Art 6:17 Arthur 39:18 asked 19:15 25:8 28:18 29:4 34:21 asking 11:16 16:9 23:14 30:15 53:9 59:12 aspect 21:2 assessments 33:14 asset 26:6 37:23 40:18 46:9 53:14 54:2 assets 8:2,7 10:2,5 10:10,23,24 11:4 11:18 12:6 15:17 15:21,23 19:1 24:10,24 25:9,10 25:17 32:15 46:1 46:17 48:21,22 associated 47:4 Associates 2:9 48:17 assume 39:23 attached 3:15 36:8 attempt 58:10 attention 56:17 62:12 attorney 5:10 9:25 12:1714:22 31:12 45:5 49:23 61:20 71:11,12 72:16 attorneys 6:14,15 8:4,12,13,14,16 10:3,6,8,16 11:10 11:19 62:7 August 39:18 authority 70:6 authorize 62:7 authorized 44:8 71:6 available 4:19 6:1 33:25 34:3 67:24 67:25 68:8,20 aware 7:4 27:8 44:4,12 52:11 63:6 64:2,4 a.m 1:10 68:24 B B 3:9 Babs 5:11 34:23 35:12 baby 20:16 back 10:1 12:2 19:8 20:18 41:14 67:23 68:1,4,18 bad 25:13 28:9 bag 65:6 bank 12:18,20,23 12:23 banks 12:21,23 Barbara 1:8 2:2,8 2:16 3:5 4:14 5:3 57:5 59:20 70:7 72:2,25 73:19 74:3 basically 7:20 9:24 16:1418:15 21:5 25:18 27:15 47:11 49:18,23 50:6 56:6 62:6 basis 39:6 49:10 BEACH 70:3 71:3 73:4 becoming 13:21 beds 34:13 beginning 9:10 14:6 20:11 behalf 2:2,8 4:15 belief 73:8 believe 10:25 33:5 53:20 67:11 be1131:20 55:20 belong 56:6 beneficiaries 16:4 16:12 17:11,11 beneficiary 16:23 best 7:12 18:19 21:4 25:11 38:21 40:21 45:ll,23 46:11,12 49:24 73:8 beyond 38:11 big 26:9 bi116:17 8:17 35:9 35:10 65:2 66:12 67:3 bit 5:22 8:18 27:5 45:1 blacktop 65:23 blank 72:17 BMM 39:23 board 12:21 Bob 20:6 35:6 47:16 58:2 Bobby 12:1,2,12 44:13,15,19 52:3 52:5,6,7,12 57:10 57:16 64:10,25 65:16 Boca 1:14,19 72:22 Bockius 2:3 10:3 72:3 born 13:25 Boswel18:17 Boswell's 8:20 9:5 bottom 72:17 bought 33:4 51:13 66:24 67:4 box 12:1,2,3,11 13:3,4 boxes 11:25 12:4 12:10 BRADY 2:3 72:2 breach 20:10 break 5:17 35:17 35:23 59:24 60:4 60:9,15,2161:3 61:16,23 62:3 65:10,11 breakdown 26:11 bring 66:2 broker 48:6 Brothers 55:14 building 33:6 47:17 business 23:7 26:21 27:1,19 28:3,6,11 28:12 29:15 36:17 41.:15,20 43:7 51:9,1.2 57:25 62:9,17 65:20 • Pacte 77 businesses 56:11 businesswise 7:24 buy 30:6 buy/se1152:18 C C 4:1 71:1,1 73:1,1 called 14:12 31:11 31:12 48:14 calling 47:8 calls 16:7 66:7 capable 55:5 care 45:16 carefully 72:10 Carlisle 5:12 carry 38:1 carrying 7:18 51:19 case 5:13 68:8 72:fi cash 24:15,18 25:1 25:11,15 32:19 54:6,21,22 cause 4:5 caused 20:10 cautious 52:5 cement 28:12 Center 1:13 72:21 certain 14:1 27:8 47:13 certainly 11:13 16:17 18:16 19:3 19:16 51:4,5 54:20 CERTIFICATE 70:1 certification 71:14 certify 70:6 71:6,9 71:11 73:5 certifying 71:16 chance 5:20,21 change 19:6,9 62:12,25 63:4 72:13 74:6 changed 19:9 20:2 20:20 changes 72:11,13 74:5 75:11 charge 18:15 Charlie 36:18 check 49:20 checked 11:13 child 23:7 children 17:5,12,19 18:11,17,20,24 19:11 25:4 34:2,8 45:14,16,17,23 50:11 chose 21:8 chosen 22:5 church 56:7,9 circumstances 59:15 citing 72:12 clarification 8:13 clean 34:12 clear 54:7,21 Clerk 72:16 close 22:18 28:17 32:12 68:22 clubs 27:21 collected 15:22 come 19:8 29:16 30:3 31:7 34:21 37:21 62:11 67:22 coming 20:17 51:1 52:9 56:22 commenced 71:10 Commission 70:17 70:18 COMMON 1:1 communicate 16:13,15 communicating 16:3,12 communication 60:12 community 33:7,8 33:8 companies 48:16 48:20 49:5 54:8,9 54:24 company 20:15 29:9 30:7,8,20,21 42:2,5 48:23,24 49:1 51.:22 52:2,4 52:12 54:4 55:1.3 63:22 64:5,9,15 64:17,19 65:4,17 65:25 67:3,17 competitor 65:20 66:4 completed 71:10 concept 57:14 concerned 50:6 concerning 52:19 52:21 conclusion 16:7 concrete 28:11,22 condition 27:4 condo 25:21 32:14 33:10 34:24 condominium 33:1 conduct 11:3 confidentia160:22 conflict 26:13 28:5 29:16,17 30:3,4 30:11,22,23 connected 71:12 connection 7:18 21:22 52:22 consider 25:10 26:6 26:7 27:7 63:22 64:1,24 considered 24:25 25:6 26:3,13 considering 64:9 construction 65:25 consult 56:1 consulted 8:17 45:5 49:17 consulting 14:21 contact 62:20 contacts 27:22 contained 57:9 73:7 context 50:3 continue 5:11 continued 38:9 contro139:5 71:15 controlled 46:18 47:22 conversation 35:17 conversations 60:1.4 copies 58:14 75:12 correct 5:24 18:5,8 23:11 35:20 39:3 46:19,23 47:1,2 53:23 57:14,25 71:7 73:7 75:13 corrections 72:12 73:9 counsel 71:12,12 72:10 COUNTY 1:170:3 71:3 73:4 couple 23:5 27:11 56:24,25 course 18:3 28:1 Court 1:1 4:18 30:22 68:13 72:16 courtesy 29:13 covered 25:18 60:15 61:22 CPA 8:5 CR 74:2 cracks 51:5 credit 66:4,12,14 CRH 28:8,15 29:5 31:2,9,19 41:17 41:20,22 42:8 43:6,24 44:9,16 57:25 61:18 62:8 62:17,21 63:1,5 63:22 CROSS 3:4 57:5 CUMBERLAND 1:1 current 47:10 currently 46:21 47:1 customer 65:24 customers 27:22 c/o 72:2 - -- D _ _ _ -- D 3:2 4:1 dad 25:5 dark 59:6 date 13:20 38:25 58:23 72:1,14 75:15 dated 3:14,16,17,18 36:7 43:20 44:18 53:3 71:17 73:12 daughter 5:11 6:8 16:18 30:20 34:14 34:23 35:2 Dauphin 12:13 day 6:1 27:23 70:11 71:17 73:12 days 26:18 34:22 day-to-day 49:9 DD 70:18 deal 44:15 dealer 31:18,21,24 32:3,12 dealers 32:13 dealing 47:8 dealings 36:17 death 16:14 26:18 45:25 52:24 debt 22:18 23:3 39:22 debts 22:23 24:12 Deceased 1:7 December 59:17 decide 19:17 decided 53:15,21 decision 24:6 28:3 59:15 65:7 decisions 49:4,7 declare 75:13 delays 32:24 DeLone 36:18 denied 19:3 Denise 1:17 4:3 70:16 71:5,21 72:20 74:2 deny 65:22 depend 25:2,3 27:10 depended 48:13 depends 25:9 60:17 DEPONENT 75:17 deposit 11:25 12:4 12:10,11,13 13:3 13:4 deposition 1:8,18 1:25 2:25 3:13,25 4:3,9,13,25 5:12 5:21,25 6:25 7:25 8:25 9:25 10:25 11:25 12:25 13:25 14:25 15:25 16:25 • Pacte 78 17:25 18:25 19:2 20:25 21:25 22:2 23:25 24:25 25:2 26:25 27:25 28:2 29:25 30:25 31:2' 32:25 33:25 34:2' 35:25 36:6,25 37:25 38:25 39:1.7 39:25 40:25 41:2;5 42:25 43:19,25 44:25 45:25 46:2;5 47:25 48:25 49:2;5 50:25 51:25 52:2;5 53:2,25 54:25 55:25 56:25 57:9 57:25 58:19,25 59:25 60:16,25 61:22,25 62:25 63:25 64:25 65:25 66:25 67:25 68:7 68:13,23,25,25 69:4,25 70:25 71:6,8,9,10,25 72:7,9,11,15,20 72:25 73:6,25 74:3,25 75:13,25 depression 24:20 DESCRIPTION 3:11 desirable 33:3 desire 45:20 desk 26:19 detai138:16 51:10 determine 10:4 11:1136:14 determining 10:1 10:10 developed 46:25 died 17:8 25:5 29:19 30:13 41:17 difference 14:17 15:11 different 44:25 49:15 difficulties 32:24 direct 3:4 5:6 71:15 direction 71:15 directly 46:18 discount 67:11 discounts 67:16 discrimination 66:2 discuss 19:18,22 59:25 60:4,9,20 61:2,3,6,9,15,17 62:2 discussed 62:5 discussion 55:11 60:2 63:19 67:20 68:3,16 discussions 43:23 58:25 61:19 63:1 disposed 47:11 dispute 66:22 67:1 67:7,15,15 distributed 15:22 18:7 75:12 distribution 53:16 53:22 54:22 59:12 distributions 45:20 53:6,12 document 39:17 57:8,9,1158:13 58:21 59:1,2,8,16 documents 11:22 38:7 doing 19:4 20:23 25:6 27:7 28:4 48:7 65:20 Dr 36:18 drafted 52:23 drain 38:3 Drive 1:13 72:21 Drivers 55:15,17 55:17,19 drove 27:4 due 24:20 duly 5:4 70:8 duties 6:23 51:20 D.C 3 L• 15 E E 3:2,9 4:1,1 71:1,1 73:1,1 74:1,1,1 earlier 5:20 20:25 27:16 29:2,4 30:2 36:13 41:20 51:8 53:20 59:23 early 24:15 28:18 32:20 effect 51:8 effort 41:19 eight 26:19,22 27:17 28:2,13,17 29:18 30:12 41:17 43:5 62:18 employee 71:12 employees 26:20 27:1 28:20,24 66:25 enter 62:8 74:5 entered 75:14 entertain 27:23 entities 46:18 47:21 48:14,20,23 49:9 50:19 entitled 22:7,12,15 24:1 35:1,3 53:22 entitlement 57:20 errata 72:11,12,14 73:9 75:11 Esquire 1:18,25 2:3 2:9,25 3:25 4:25 5:25 6:25 7:25 8:25 9:25 10:25 11:25 12:25 13:25 14:25 15:25 16:25 17:25 18:25 19:25 20:25 21:25 22:25 23:25 24:25 25:25 26:25 27:25 28:25 29:25 30:25 31:25 32:25 33:25 34:25 35:25 36:25 37:25 38:25 39:25 40:25 41:25 42:25 43:25 44:25 45:25 46:25 47:25 48:25 49:25 50:25 51:25 52:25 53:25 54:25 55:25 56:25 57:25 58:25 59:25 60:25 61:25 62:25 63:25 64:25 ' 65:25 66:25 67:25 68:25 69:25 70:25 71:25 72:2,20,25 73:25 74:25 75:25 established 14:2 estate 1:5 6:7,9 7:8 7:15,20,23 8:3,7 8:20 9:9,16,17 10:2,5,11,20,23 10:24 11:5,11,14 14:1815:22 16:5 16:21 17:6,8,12 18:4,10,15,19 19:1,12,18,22 24:10,14,17,23,24 25:10,15 32:19 33:9,16 35:19 36:15 38:3,24 40:7,11,18 43:23 46:1,19,21,25 47:4,9,9,21,22,23 48:1,2,17 50:14 50:15,18,19,20 51:154:18 55:6 55:23 56:1157:20 62:8 64:20 72:5 74:2 estranged 8:18 13:7,9,9,14,21 exactly 45:14 49:12 exam 14:5,5 examination 5:6 68:8,21 examined 5:4 example 21:22 34:9 exception 73:8 excess 37:7 excise 67:15 Excuse 6:21 63:18 excused 69:3 execute 59:16 executed 73:10 Executive 1:13 72:21 executor 7:8 16:4 16:1018:25 51:21 executors 6:9,10,12 18:18 executrixes 4:15 exercise 21:9 exhibit 3:13,14,16 3:17,18 4:9,11,12 36:1,3,5 39:12,14 39:17 43:14,1b,19 44:18 53:1 57:8 58:14,1.6,19 59:22 60:5 61:7 62:3 expand 63:11 expenses 38:8,8,12 38:25 39:5 47:3 Expires 70:17 explain 6:11 21:2 21:16 30:4 45:8 51:10 explained 6:23 16:1 22:14 27:5 49:18 explanation 38:12 39:7 46:15 extending 66:4 extension 66:13,16 66:17 F__ F 71:1 73:1 fact 16:22 27:18 44:14 47:3 failure 50:14 fair 9:5 55:8 family 13:25 29:14 29:15 33:23 34:15 45:7,9,11,13 46:12 49:25 50:1 50:4,9,12 54:8,8 54:24 67:16 far 6:5 9:8 11:21 farm 25:20 47:17 Farms 25:5,10 26:5 father 23:8 father-in-law 9:4 favorable 66:4 February 53:3 fee113:9,13 18:10 24:14 feeling 64:17 Felmeden 26:17 27:11 Felt 5:23 17:19 18:17 22:12 25:12 28:4 figure 8:2,6 38:10 65:5 figured 26:23 64:18 • pr3C7P 7 ~ filed 72:16 files 8:911:21 finally 20:18 financial 7:9,13,14 23:1 33:16 37:25 46:12 57:22 financially 7:24 55:5 64:12 71:13 find 11:4 13:1 42:10 53:25 72:11 fine 34:22 57:4 finished 53:5 firm 56:10,13,15,18 first 5:4 6:8,9 22:25 26:12 28:15 31:12 32:1 36:9 42:7 43:2,24 44:2 53:11 59:23 62:7 five 21:21 22:6,24 23:4,12,16,23 24:5 Florida 1:14,18 4: `i 25:21,21 27:24 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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 Barbara McK. Mumma 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 Wednesday, November 14, 2007, beginning at 9:00 a.m. The deposition will be conducted before an officer authorized by law to administer oaths. EXHIB~~ n f .~ .~~~-- • You are invited to attend and participate. Dated: November 1, 2007 • BOCKIUS LLP Attorney for Barbara McK. Mumma and Lisa M. Morgan 1701 Market Street Philadelphia, PA 19103 215.963.5079 . • 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 19103 %, WAS MINGTON N[W YORK L03 /~NGCLES ~- MORGAN, LEWIS S BOCKIUS COUNSCLORS AT LAW 2000 ONE LOGAN SQUARE PMILAOELrM1A,PCNN3YLVANIA 19103 T[l[rMOM 41710/ as~•eooo C~sl[ Aoo~[ss. MORLEBOCK T[~[a dY131S July 21, 1987 FEDERAL EXPRESS PERSONAL AND CONFIDENTIAL Mrs. Barbara McK. Mumma Ms. Lisa M. Morgan Pennsy Supply Company :i.QC~)_ Paxton Street Harrisburg, Pennsylvania 17104 Re: Estate of Robert M. Mumma MIAMI HARRISBURG LONDON Dear Mrs. Mumma and Lisa: I enclose the Estate's Inventor before a notary public. The Inventory is only and is used by the Register of Wills the proper filing fee was paid at probate of the account which will be filed toward Estate. y for both of you to sign an informational item to determine whether and becomes the basis the conclusion of the Please return the executed Inventory to me in the envelope provided. Very truly yours, K~ 1 Ruth S. Nonack Estate Administrator kmcn Enclosure cc: Arthur L. Klein, Esq. E~~T _~ ,. ~! MLB 03226 ./, • Will No. 21-36-398 19 86 Adm. REGISTER OF WILLS IIL[ IN fIUILICAT! OFV NEEO NOT OE SIBORN TO Filed COMMONWEALTH OF PENNSYLVANIA 1 ss. I N V E N T O R Y COUNTY OF ~X J Barbara McK.. P4umma and Lisa M. ~4organ Executors of the Estate of Robert_!'I. tiumma ,~raindancaax deceased, being duly sworn according to law, depose and say that the items appearing in the following inventory include all of the personal assets wherever situate and all of the real estate in the Commonwealth of Pennsylvania of said decedent, that the valuation placed opposite each item of said inventory represents its fair value as of the date of the decedent's death, and that decedent owned no real estate outside of the Commonwealth of Pennsylvania except that which appears in a memorandum at the end of this inventory. Sworn to and ,subscribed before me this day of A. D. 19 8 77 Attorney - (Name) ar ara * c ~ umria isa _ .. organ (Addre lr s ) DAT[ OF D[ATM Apri 1 12 , 19 8 LA7T R[!ID[NC[ 49 Hillcrest Road, Wormleysburg, PA 17043 D[C [D[NT•! lOCIAL lECURITV NO. 19 5- 0 7-18 8 9 SEE SCHEDULE ATTACHED 15,46 ,40 .89 IOTEt The Mernorandurn o/ real estate outside the Consnonwsa/tb o/ Psnnsylvania rnay, at the slsction o/ the personal repressntative includes be value o/ each item, but such /ittwss should not be extended into the total o/ the Inventory. (Ste Section 401 (61 of Fiduciaries Act, o/ 1949.1 f0 TEt This /ontt to be used only in tstates o/ persons dyin! on or a/tn Febrttary 29, 1936. 0.2~ (Rsv. ii80) MLB 03227 . ~ ~. ESTATE OF ROBERT M. MIIMMA REAL ESTATE' 1. Propertty known as Pennsboro Center, Wormleysburg, Cumberland County, Pennsylvania $ 1,500,000.00 2. Property known as 1505 South Nineteenth Street, Swatara Township, Dauphin County, Pennsylvania 740,000.00 3. Property known as South Nineteenth Street,, Swatara Township, Dauphin County, Pennsylvania landlocked, .1813 acres 1,007.00 4. Property known as Fulton Bank Building, 599 Twelfth Street, Lemoyne, Pennsylvania 500,000.00 5. Property known as PMA Building, Wormleysberg, Cumberland County, Pennsylvania 925,000.00 6. Property known as Grove, Dickenson Township, Pennsylvania 117,439.00 7. Propert:y known as Bender, Dickenson Township, Pennsylvania, 195.733 acres 144,000.00 STOCKS AND BONDB: 8. 740 shs. Dauphin Deposit Corp. NASDAQ @ 34.3757 25,438.00 Dividend of $.27 to sor 3/27/86 payable 4/25/86 199.80 CLOSELY HELD STOCK/PARTNERSHIP INTEREST: 9. 28 1/3 shs. Derry Aire, Inc. @ 794.1177 22,500.00 MLB 03228 • ESTATE OF ROBERT M. MIIMMA 10. 5,000 shs. High-Spec, Inc. @ 1.0000 per acquisition value 4/85; represents a 50$ interest 11. 5,000 shs. Lebanon Rock, Inc., @ 10.0000 per acquisition value 12/85; represents a 50~ interest 12. 5,000 shs. Pennsylvania National Turf Club, Inc., @ 1.5000 exchanged for 3 notes on 8/1/86 for $2,500 each 13. 700 shs. Pennsylvania Supply Company @ 13,063.53 14. 10~ int:erest as an individual partner in Floridian Stable, Ltd. Value represents interest in capital account at 12/31/85 15. 1.818000$ interest as an individual partner in American Rehab Center - Camp Hill. Value represents interest in capital account at 12/31./85 16. 1.818000$ interest as an individual partner in Penn 21 Associates. Value represents interest in capital account at 12/31/85 MORTGAGES and NOTES RECEIVABLE: 17. Demand :Notes given 12/17/85 by Derry Aire, Inc. to Robert M. Mumma; payable 12/17/89 with interest @ 11$ per year unpaid principal at dod -2- 5,000.00 50,000.00 7,500.00 9,144,473.00 25,575.00 10,025.00 14,548.00 102,124.00 MLB 03229 ~ i EBTATE OF ROBERT M. MIIMMA 18. Demand Note given by Kim and Kin, Inc. (subsidiary of Pennsy Supply, Inc.; liability for Note is shown on that company's records) to Robert M. Mumma; paid 9/18/86 unpaid principal at dod 19. Demand Note given 12/23/85 by Lebanon Rock, Inc. to Robert M. Mumma; with interest @ 9.5$ unpaid balance at dod - accrued interest - 20. Demand Note given 12/17/85 by American Rehab Center - Camp Hill to Robert M. Mumma; with interest at prime rate plus 1~ unpaid principal at dod - accrued interest - 21. Demand Note given 6/13/84 by David M. Dolezal to Robert M. Mumma; interest payable June 15 and December 15 @ 10$ unpaid principal at dod - accrued interest - 22. Demand Note given 6/9/85 by High-Spec, Inc. to Robert M. Mumma; with interest @ 9.5$ unpaid principal at dod - accruect interest - 23. Demand Note given 1/15/86 by High-Spec, Inc. to Robert M. Mumma; with interest @ 8$ unpaid principal at dod - accrued interest - -3- 20,121.00 $50,000.00 1.445.00 51,445.00 5,000.00 159.00 5,159.00 2,400.00 78.00 2,478.00 20,408.00 1.631.00 22,039.00 152,181.90 2,903.00 155,084.90 MOB p3230 s ESTATE OF ROBERT M. MIIMMA CASH, BAND D$P08IT8 is MISCELLANEOIIS PERSONAL PROPERTY: 24. Dauphin Deposit Bank and Trust a) checking acct. #62-23-3211 dod balance - 24,718.21 checks clearing after dod - ( 3,121.10) 21,597.11 b) checking acct. #62-23-3041 dod balance - 17,864.84 checks clearing after dod - ( 186.08) 17,678.76 c) checking acct. #10-019626 clod balance - 7,928.89 deposit in transit - 10,000.00 checks clearing after dod - ( 16,433.18) 1,495.71 25. Hamilton Bank a) checking acct. #61312285 5,528.78 26. Dauphin. Deposit Bank and Trust Co. agency accounts: a) checking acct. #10-01-9758 19.00 b) checking acct. #10-00-7288 87.18 c) checking acct. #10-00-7237 100.00 d) checking acct. #10-00-2073 55.44 e) checking acct. #10-00-1956 140.00 f) checking acct. #13-82-0508 99.95 501.57 27. 1985 Mercedes coupe 36,000.00 28. 1981 Mercedes coupe 19,000.00 -4- MLB 0323 ~ ESTATE OF ROBERT M. MIIMMA 29. Tangible personal property including 21 club medallions, player piano, grandfather's clock ($1,000), painting of "'Entrepreneur"', painting of "'Speedy Somolli"', clothing, jewelry ($200) and miscellaneous office furniture at Amity Farms office 30. 1975 Formula motorboat 31. Delray Club - refund on certificate 32. Horses: a.) Mares - b) Racing - c:) Yearlings - d) Foals - e) Stallions - The mares, racehorses and yearlings were all sold and are valued at sales proceeds. The foals are valued at breeding fees paid. The stallion shares are valued at cost or recent acquisition value per share 33. Pennsy Supply, Inc. - net bonus 34. Kim Company - net salary net commission 35. Nine Ninety Nine, Inc. - net salary 36. Robert M. Mumma, Inc. - consulting fees 37. Elco, Inc. - consulting fees -5- 339,054.00 135,963.00 241,820.00 62,900.00 855,800.00 135,475.20 791.50 67.674.62 10,000.00 1,000.00 4,400.00 1,635,537.00 -0-* 68,466.12 5,000.00 7,500.00 20,250.00 MLB 03232 ~` ~ ESTATE OF ROBERT M. MIIMMA 38. Pennsy Care - health insurance medical reimbursement 51.62 39. U. S. F'. & G. - health insurance premium refund 159.40 40. Pennsy Supply, Inc. Bender property - royalty 5/14/86 - Ma.rch royalty 3,550.74 41. Floridian Stable - reimbursement of expenses 9,550.00 42. Speedy Somolli - first quarterly distribution 1986 1,451.00 43. Commercial Travelers Insurance Co. - premium refund 29.59 44. Southern Bell - disconnection refund 3.79 45. Lago Mar membership certificate 2,500.00 46. Barbara McK. Mumma, the surviving spouse of Robert M. Mumma, is receiving payments from, an unfunded plan providing for benefits for her as a widow only and these are not included for Pennsylvania Inheritance Tax purposes -0- *Bonuses totalling $135,475.20 were granted after death and are not .includible for Pennsylvania Inheritance Tax purposes. -6- MLB 03233 •~ ~~_ EBTATE OF ROBERT M. MIIMMA MEMORANDIIM TO INVENTORY 1. Property known as Leadville, Colorado, vacant land, 167 1/2 acres $3,161.00 MLB 03234 ~- ,, ,. ! ~. ! r. August 22, 1986 M E M O R A N D U M T0: File X23939-002 CC: Joseph A. O'Connor, Jr. Cora Nell Haggard Ruth S. Nonack FROM: Arthur L. Rlein RE: Estate of Robert M. Mumma - Funding of Marital Trust Sale of Sailfish Point to BMM In recent telephone conversations with George Hadley I explained that beginning 90 days after RMM's death interest accrues on the "pecuniary" gift to the marital trust at the rate of 5$ per annum. The IRS has ruled that such statutory interest is considered interest for all income tax purposes. That is, the marita]. trust will have taxable interest income and the Estate will have an interest deduction. However, the Estate does not have sufficient taxable income against which to use the interest deduction. Therefore, we would like to see the funding of the marital. trust begin. In the past we discussed transferring real estate to the marital. trust which will produce tax losses (because of the stepup in income tax depreciation basis). As income beneficiary of the marital trust, BMM will have the depreciation passed through to her. EX IH BIT ~ ,-~ MLB 03097 .. •( •~. Lastly, the Estate's debt to Mrs. Mumma continues to generate interest that might not produce deduction benefit. That debt should be satisfied by a sale of the Sailfish Point property to BMM. Cora Nell Haggard is going to arrange for an appraisal and a E'lorida ancillary administration. George wants to wait awhile. He said he would call after he meets with BMM next month. His concern seems to be that positive cash flow properties that help carry other debts not be moved out to the Estate until the horses are sold. A.L.K. /rkb cc: Mrs. Barbara McR. Mumma Lisa M. Morgan, Esq. George W. Hadley, Jr.', CPA -2- MLB 03098 MEMORANDUM TO: Thomas M. Kittredge Arthur L. Klein William E. Zeiter FROM: Joseph A. O~Connor, Jr. DATE: May 4, 1989 RE: Estate of Robert Mumma I met today at the Stradley office from approximately 10 a.m. until 2:30 p.m. with Lisa, Kim, Dave Landrey,, Dean Schwartz and Joe Hockreiter. A decision was made to qo forward as quickly as. possible with the option Agreement, with a view to having it signed within the next week or so. In addition, Landrey is proceeding to negotiate the terms of a Purchase Agreement with the Irish. The deal contemplates a sale of interests of the estate, the marital trust, Rim, Gabs and Linda. The Irish have agreed to squeeze Hobby out after the closing and Landrey is negotiating with the Irish concerning how much, if any, of the costs o~ the squeeze-out our side will have to pay. The purchaser will be Old Castle Northeast, a wholly-owned subsidiary of CRH, which CRH uses for its acquisitions in this part of the country. After the Option Agreement is signed, wa should consider sending the "'kerosene letter"' to Pepper to bring the right of first refusal matter to a head. We have the following assignments: 1. There is some question whether the leases and royalty agreements owned by Rim Co. and Penney Supply were assigned to the MRA participants after the corporations were liquidated. In order to close a deal with the Irish, we will need to be able to transfer these royalties and leases. If they have not been transferred out of the respective corporations we may have a problem because of the current uncertainty with respect to the identity of th• duly constituted ofticers of the corporations. ALR should check our tiles to see whether assignments were made at the time of the dissolutions. EXHIBIT , ~_ .. ~ ,-~ MLB 02895 ~. C^ ~ 2., The Purchase Agreement will require the estate and the marital trust to give certain indemnities. We must be prepared to give an opinion that these indemnities are valid in accordance with their terms. I will have someone in the Personal Law Section research the law on this point. 3. CRH will require that the indemnities last for at least two years after the closing. During that time the estate may close or Rim may die, in which case the marital trust would terminate. There is a question whether a trustee may give an indemnity beyond the term of the trust. I will ask someone in the Personal Law Section to examine this issue. It it is a problem, it may be curable by having the three daughters assume the indemnity obligation of the estate and the marital trust. JOC /fir a Mfg p2896 C~ r • ESTATE OF ROBERT M. MC7MMA, DECEASED TRUST UNDER ARTICLE VII OF THE WILL OF ROBERT M. MUMMA ("the Trust") REQUEST FOR DISTRIBUTION OF PRINCIPAL BY BARBARA McK. MUMMA WHEREAS, I, Barbara McR. Mumma, am given under said Article VII with respect to the Trust the "right ... to request annually, in writing, a distribution ... from the principal ... up to five (5~) percent of the then principal ..., and trustees, upon receipt of such writing, shall make payment thereof ... during the calendar year in which said writing was received", and I wish at this time to exercise such right to the maximum extent permitted,. NOW, THEREFORE, I hereby request a distribution from the Trust of five percent of the value of the principal of the Trust, as of the date hereof, including any additional principal assets distributable to the Trust from the Estate of Robert M. Mumma pursuant to said Article VII. I understand the Trustees of the Trust calculate its current principal market value at $9,049,4601, and therefore in complete satisfaction of this request I will accept cash in the amount of $452,000. ~~ ~~ /~- - Barbara ?McK. Mumma Date .Receipt of the foregoing Request for Distribution is hereb cknowledged. EXHIBIT ~ __ ~ ~'1 - ~--• Lisa Mumma Morgan ~ Date •; .: ~~ . ~` ESTATc 062959 PH02/61555.1 ESTATE 080430 ~ ~.~1 ~ ~4~ LOCKER, KENNEDY & FELMEDEN CERTIFIED PUBLIC ACCOUNTANTS ~Obc~N T. ARCARA, C.A 241 MA1 N~ STREET el.esrcR e. soRezrNSRI, c rA BUFFALO. NEW YORK 14203 OtOROC W. NAOL[Y, ~R., C rA ' TELLrNONt ale-was-l~~o CLARtNC[ O. MLUrLL, C.A Arthur glein, Bsq. Morgan, Lewis 3 Bookies 2000 One Logan Square Philadelphia, Pennsylvania 19103 Dear Arthur: February 6, 1989 CDOAR C. LUGRL R, C /A Isaa-us, ~oNN r. RcNNCOr, a rA ear-uss KARL G rCLM CDCN. C RA If 10-I!R• Re: Five peroent xithdraxal poxer from Article 7 Trust IInder Will of Robert M. Mumma The Article 7 Trust IInder the Will of Robert M. Mumma owned 748.385 shares of Nine Nicety Nine, Iao. preferred stock at December 31, 1988. If Mrs, Mumma exercises her five percent xithdraxal poxer, 37.419 preferred shares could be transferred to her from the trust during 1989. The trust also held 492.363 shares of common stock. The xithdraxal of five peroent of such shares by Mrs. Mumma xould result in the transfer of 24.618 common shares to her. In addition, it was our combined judgment, during a conversation oa February 6, 1989, that an additional 10 shares of Niae Ninety Nice, Inc. common stook could be transferred and Mrs. Mina could acoept auoh transfer in consideration for not xithdrawiag five percent of any other assets owned by the trust.. The combination of the txo amounts (24.618 plus 10) xould equal 34.618 common shares transferred to Mrs. Mumma to complete her five percent withdraxal for 1989. advise. Yery truly yours, LDCgER, gENNEDT A FBLMEDEN By U ge ad ey GWH:xm cc: Mrs. Barbara Meg. Mumma Mrs . Lisa Mumma Horgan ~H``~BIT `L \1 -\2 -0, t,+M ESTATE 080052 If you require further information regarding this matter, please s ~ 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 512 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 ~ Melissa A. Scholly Ten East High Street Carlisle, PA 17013 (717) 243-3341 Date: March 31, 2008