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HomeMy WebLinkAbout11-20-06a. r `! ,~ 3 ! 4 i IN TIIE COURT OF COMMON PLEAS OF CUMBERLANll COUNTY, PENNSYLVANIA IN RE ESTATE OF ORYFIAN'5 COURT DIVISION ROBERT M. MUMMA, Deceased. N0.21-SG-398 SECOND SUPPLEMENTAL RESPONSES OF BARBARA MCK. MOMMA AND LISA M. MORGAN TO DISCOVERY SERVED BY ROBERT M. MUMMA II In accordance with the letter of Taylor P. Andrews, Esquire dated October 19, 2005 and discussions at the pre-hearing conference in this matter on that date, Barbara McK. Mumma and Lisa M. Morgan supplement their responses to the Discovery Requests in the Form of Interrogatories and Requests for Production of Documents served on them by Robert M. Mumma, II in these proceedings. Responses 2. Identify the directors and officers of each of the companies listed in your answer to number 1. List your answers for each company by year beginning with 1986. SECOND SUPPLEMENTAL RESPONSE: Mrs. Mumma and Mrs. Morgan incorporate in full by reference their prior objections and responses to this interrogatory. Without waiver of and subject to their objections , they make the following second supplemental response. Pennsylvanla Sunnly Comnanv and Kim Comnanv As of the death of Mr. Mumma, Sr., the Directors of both of these corporatiort~~_-~vgre as N follows: ' ;~., o ~'r_~ ~ N Robert M. Mumma, Sr. ' • :;~ o Bazbara McK. Mumma ~^.o 0-n - -a . Robert M. Mumma, II _ ~ , e ~ Bazbara M. McClure -.~~ `'~ ~ Linda M, Roth ~ ~' ' Lisa M. Morgan The officers of both companies were as follows: { 1 0. ,: ~. (~ ' .. -~~ y. rrl -~ ,.-~ -.: _~~ ~,. _. i Cl ,-~ .;, -n ~: ~=> ~~ in .;.-~ ~ i -. ,+ °=au ,~ Y _. 4 1 „~~~ ` t .l i i ,. ~,; o. _ , . Robert M. Mumma, Sr. -President Robert M. Mumma,ll -Vice President Barbara M. McClure -Secretary Pamela G. Smeltu:r -Assistant Secretary ' Barbara McK. Mumma -Treasurer Richard A. Lehmann -Assistant Treasurer In or about late April 1986, a meeting was held among Mrs. Mumma, Mrs. Morgan, Mr. Mumma, II, Barbara M. McClure, Linda M. Roth and Karl Felmcden, accountant for the Mumma family corporations. To the best of Mrs. Mumma's and Mrs. Morgan's recollection, it was agreed at the meeting that Mrs. Mumma would be Chairman and President of Pennsylvania Supply Company and Kim Company. Hieh-Spec, Inc. The directors of this corporation as of the date of Mr. Mumma, Sr.'s death were: Robert M. Mumma, Sr. Robert M. Mumma, II Harry G. Lake, Jr. i To the best of Mrs. Mumma and Mrs. Morgan's knowledge, no new directors or officers have been elected. Mrs. Mumma and Mrs. Morgan are not aware whether Mr. Lake is any longer a director of the corporation, and they lack corporate records to verify that issue. The officers of High•Spec, Inc. at the time of Mr. Mumma, Sr.'s death were: Robert M. Mumma, Sr. -President Robert M. Mumma, Il -Vice President, Treasurer William D. Boswell -Secretary Mrs. Mumma and Mrs. Morgan believe that Mr. Mumma, II is presently the only officer ~I of High-Spec, Inc. They are unable to confirm the date on which Mr. Boswell, who died in 2001, ceased to bean officer. High-Spec, Inc, has been the subject of shareholder derivative and other litigation in Florida state court since 1989. (See Exhibit L to Supplemental Discovery Responses). Bobali Corporation ~'i As of Mr. Mumma, Sr.'s death, the directors of Bobali Corporation were as follows: Robert M. Mu;nma, Sr. Barbara McK. Mumma i.. l ,, C~ - Robert M. Mumma, II Barbara M. McClure Linda M. Roth Lisa M. Morgan Mrs. Morgan and Mrs. Mumma believe that Barbara M. McClure resigned as a director in 1990. Mrs. Mumma was elected as the sole director of the corporation at a meeting of the shareholders on April 18, 199E The officers of Bobali Corporation as of Mr. Mumma, Sr.'s death were: Robert M. Mumma, Sr. -President, Treasurer Barbara McK. Mumma -Secretary Pamela G. Smeltzer -Assistant Secretary Richazd A. Lehmann -Assistant Treasurer On February 1, 1987, the directors elected the following as officers of Bobali Corporation: Bazbaza McK. Mumma -President ~ Robert M. Mumma, II -Vice President j Lisa M. Morgan -Treasurer Richazd A. Lehmann -Assistant Treasurer Barbara M. McClure -Secretary Pamela G. Smeltzcr -Assistant Secretazy Connie L. Dennis may also have served as Assistant Secretary during the 1987-1988 term. On May 27, 1988, the directors elected the following officers: Bazbara M. McClure -President ' Bazbara McK, Mumma -Assistant Secretary ~ Linda M. Roth -Vice President ` Robert M. Mumma, II -Treasurer ~ Lisa M. Morgan -Secretary, Assistant Treasurer Mr. Mumma,ll resigned as Treasurer on July 8, 1988, and Mrs. Morgan assumed the duties of Treasurer. On Apri123, 1990, the following individuals were elected as officers of Bobali Corporation: Bazbara McK. Mumma -President Linda M. Roth -Vice President Lisa M, Morgan -Secretary, Treasurer 3 ~.~;, is :..`';. {,/ u_J :. y4~ ~., .:; i I: i On April 18, 1991, Mrs. Mumma, acting as the sole director of Bobali Corporation appointed herself as president of Bobali and Mrs. Morgan as its secretary and treasurer. No other officers were appointed, and Mrs. Mumma and Mrs. Morgan have held those positions through and including the present. Middle Park, Inc. The directors of Middle Park, Inc. at Mr. Mumma, Sr.'s death were: Robert M. Mumma, Sr. Barbara McK. Mumma Robert M. Mumma,ll Bazbara M. McClure Linda M. Roth Lisa M. Morgan Its officers at that time were the following: ~ Robert M. Mumma, Sr. -President, Treasurer George R. Miller -Secretary Pamela G. Smeltzer -Assistant Secretary Richard A. Lehmann -Assistant Treasurer On February I, 1987, the directors of the corporation elected Mrs. Mumma as President. No further officers were elected at that time. The corporation was merged into Bobali Corporation shortly therea8er. Nine Ninety-Nine, Inc. The directors of Nine Ninety-Nine, Inc. al the time of Mr. Mumma, Sr.'s death were the following: i Robert M. Mumma, Sr. Barbara McK. Mumma Barbara M. McClure Linda M. Roth Lisa M. Morgan Mrs. Mumma and Mrs. Morgan believe that Barbara M. McClure ceased to be a director in or about 1989. Mrs. Mumma, Mrs. Morgan and Linda M. Roth remained as directors until the division of Nine Ninety-Nine, Inc. in July 1993. 4 ,•. ~~ i<, - . 4 ~ .~ . i ,, .. I . .; .~~ .- ~- •. ., ~~ In or about Irate April 198G, n meeting was held among Mrs. Mumma, Mrs. Morgan, Mr. Mumma, II, Barbara M. McClure, Linda M. Roth and Karl Felmeden, accountant for the Mumma family corporations. To the best of Mrs. Mumma's and Mrs. Morgan's recollection, it was agreed at the meeting that INrs. Mumma would be Chairman and President of Nine Ninety-Nine, Inc.. `• it The officers of Nine Ninety-Nine, Inc. as of tlrc date of Mr. Mumma, Sr.'s death were: Robert M. Mumma, Sr. -President, Treasurer Barbara McK. Mumma -Vice President Richard Lehmann - Assistazrt Treasurer Barbarn M. McClure- Secretary Pamela G. Smehzer -Assistant Secretary The following individuals were elected as officers at an April 29, 1987 meeting of the directors of Ninc Ninety-Nine, ]nc.: Barbara McK. Mumma -President ~ Lisa M. Morgan -Vice President, Secretary Constance L. Dennis-Assistant Secretary Richard A. Lehmann -Treasurer The following individuals were elected as officers at a December 2G, 1988 meeting of the directors: Barbaza McK. Mumma -President Lisa M. Morgan -Vice President Barbara M. McClure -Secretary Richard A. Lehmann -Treasurer Brenda Murtorff-Assistant Secretary The following were elected as officers at a January 7, 1989 directors' meeting: Barbara McK. Mumma -President Lisa M. Morgan- Vice President, Secretary Brenda Murtorff-Assistant Secretary George Miller-Treasurer i These individuals remained as officers of the corporation until its division in July 1993. i D-E Distribution Corn. I The directors and officers of D-E Distribution Corp. were; the same individuals who were, as of the date of the division of Ninc Ninety-Nine, Inc. directors and officers of the latter corporation. No new directors or officers have been elected. Linda M. Mumma resigned 5 7•. ' .. !tl.. 4 ';, k I r i . ' ` .,; i µ-~, - Y )\ as a director of D-E Distribution Corp. in a document forwarded by her then counsel in December 1993. fiummclstown Ouarrics, Inc. The original directors of Hummelstown Quarries, ]nc., which was incorporated in December 1986, were; Barbara McK. Mumma Barbara M. McClure (declined election following 4-5-90 sltareholdcrs' meeting - resigned 4-6-90) Linda M. Roth Lisa M. Morgan Barbara M. McClure declined election to the board following an April 5, 1990 meeting of the shareholders and resigned the following day. The remaining three officers remained in their positions until the division of the corporation in July 1993. The original officers of the corporation were as follows: Barbara McK. Mumma -President Lisa M. Morgan - Vicc President, Treasurer Barbara M. McClure -Secretary They remained the otTicers of the corpomtion until April 9, 1991, meeting of the corporation's directors, at which the following individuals were elected as officers: Barbara McK. Mumma -President Lisa M. Morgan -Vice President, Secretary George Miller- Treasurer Brenda Murtorff -Assistant Secretary These individuals remained in their positions until the division of the corporation. G-A-T Distribution Corn. The directors and officers of G-A-T Distribution Corp. ~verc the same individuals who were, as of the date of the division of Hummclstown Quames, Inc., the directors and officers of the latter corporation. No new directors or officers have been elected since that time. Lebanon Rock, inc. G ., 1 ;: ~ ~ t ' . ,~ , ;, n!..Y I _._ .,;; {~ .. ,,;~,~. The directors of Lebanon Rock, Inc. at Mr. Mumma, Sr.'s death were: Robert M. Mumma, Sr. ' Robert M. Mumma, II Harry G. Lake, Jr. Mrs. Mumma and Mrs. Morgan believe that Harry G. Lake, Jr. ceased at some point to be a director of the corporation, though they lack the corpomte documents to verify this belief. The officers of the corporation at the time of Mr. Mumma, Sr.'s death were: Robert M. Mumma, Sr. -President Robert M. Mumma, II -Secretary, Treasurer '` ~ Mrs. Mumma and Mrs. Morgan are not aware that any additional officers were ever elected, though they lack the corporate records to verify this fact. The Estate sold its interest in Lebanon Rock, Inc, to CRH plc in late 1993. The corporntion had been the subject of shareholder and other litigation in Dauphin and ~ Lebanon Counties since 1988. (See Exhibit L to Supplemental Discovery Responses). It., i' j., ~l I ~ -- t ~ i i . Union Ounrrics. Inc. The Estate, and later the Marital Trust, owned afifty-percent interest in Union Quarries, Inc. since December 19, 1986. Neither they nor members of the Mumma family have, for historical reasons, played any role in the management of the corporation. The following were the directors of Union Quames, Inc. at Mr. Mumma, Sr.'s death: Samuel L. Andes Edward R. Norford j Robert N. Perry ~ Mr. Peny died in February 1991; since that time, Union Quarries, Inc. has had only two directors. As of Mr. Mumma, Sr.'s death, the officers of the corporation were: ~ Robert N. Perry -President, Treasurer Robert Collins -Secretary Doris Fahnestock -Assistant Secretary In 1989 or 1990, Sandy Diehl became the Assistant Secretary. In 1991, she became the President and Treasures i 7 ~ ..: :~ In 1991, Arrietta Orris became Secretary, and William Ellis became Assistant Secretary. In December 1992, Jeffrey Boswell became Assistant Secretary. In July 1998, Jacqueline Cox became Secretary. In December 1999, Danielle Brown became Secretary. In December 2004, Vicki Fahnestock berame Secretary. Thus, Mrs. Mumma and Mrs. Morgan understand that the current officers of Union Quarries, Inc. arc: Sandy Diehl -President, Trcosurer Vicki Fahnestock -Secretary William Ellis -Assistant Secretary Jeffrey Boswell -Assistant Secretary ' 3. Identify the salaries, bonuses, wages or any other compensation provided to the individuals listed in your answer to number 2 paid by the companies listed in your answer to number 1. List the compensation for each individual by company and by dnte. If one individual is an officer, director, or employee, of more than one company separately list the amount paid to that individual by each company. If one individual holds multiple positions with a single company, list all positions and compensation separately. List all answers by year begirming with 1986. SECOND SUPPLEMENTAL RESPONSE: Mrs. Mumma and Mrs. Morgan incorporate in full by reference their prior objections and responses to this interrogatory. Without waiver of and subject to their objections, they make the following second supplemental response. Mrs. Mumma and Mrs. Morgan received the following compensation from Pennsy Supply, Inc., a wholly-owned subsidiary of Nine Ninety-Nino, Inc.: 1986 Mrs. Mumma $ 5,390 Mrs. Morgan $ 15,400 i 1987 Mts. Mumma $105,350 I Mrs. Morgan $ 71,810 1988 Mrs. Mumma $123,800 Mrs. Morgan $104,300 8 .. W :: f i j ~ ~ ~sjp. ,. ~~ _, ;. , t ,_ 1989 Mrs. Mumma $125,800 Mts. Morgan $102,7 ] 2 1990 Mrs. Mumma $129,000 Mrs. Morgan $ 89,160 1991 Mrs. Mumma $123.160 Mrs. Morgan $ 54,920 1992 Mrs. Mumma $120,440 Mrs. Morgan $ 31,500 4. For each year beginning with 1986, list the amount of money paid to Barbara McK. Mumma and Lisa Mumma Morgan as trustees for the marital and residual trusts of Robert Mann Mumma. if consideration was paid in anything other than U.S. dollars, list the property exchanged and the value of said property. SECOND SUPPLEMENTAL RESPONSE: Ii` I I i Mrs. Mumma and Mrs. Morgan incorporate in full by reference their prior objections and ~ responses to this interrogatory. Without waiver of and subject to their objections, they make the ` ~ ' following second supplemental response. All amounts paid to Mrs. Mumma and Mrs. Morgan as trustees is disclosed in the accounts they have Gled for the Marital and Residuary Trusts. ~:;: 10. Beginning with the year in which Mumma Realty Associates I was created, please list by year all assets owned by Mumma Realty Associates I. SECOND SUPPLEMENTAL RESPONSE: Mrs. Mumma and Mrs. Morgan incorporate in full by reference their prior objections and responses to this interrogatory. Without waiver of and subject to their objections, they make the following second supplemental response. The Mumma Realty Associates tenancies-in-common received substantially all of the assets of Kim Company and Pennsylvania Supply Company when those two corporations were liquidated in December 1986. Thus, this interrogatory literally requests a listing of every asset previously owned by either of the corporations, As stated previously, Mr. Mumma, II has asked for, and has been provided on at least two prior occasions, all available listings of assets of the Mumma Realty Associates tenancies-in-common. He has examined the accountant for these entities regarding their assets. Mrs. Mumma and Mrs. Morgan are aware of no listings of assets of the Mumma Realty Associates tenancies in common that have not already been provided to Mr. Mumma, I1 on at least one prior occasion. Any such listings that have been located were 9 ..,~ -+e4• :' produced again in connection with the production of documents to Mr. Mununa, Il in the instant proceeding. 11. Beginning with the year in which Mumma Realty Associates 11 was created, please list by year all assets owned by Mumma Realty Associates ll. SECOND SUPPLEMENTAL RF,SPONSB: Mrs. Mumma and Mrs. Morgan incorporate in full by reference their prior objcclions and `~ ;,' responses to this intercogatory. Without waiver of and subject to tlicir objcclions, they make the following second supplemental response. See Second Supplemental Response to Interrogatory 10 above. 12. Beginning with the year in which Mumma Realty Associates was created, please list by year all assets owned by Mumma Realty Associates. SECOND Si1PPLF.MF.NTA1. RGSPONSF.: Mrs. Mumma and Mrs. Morgan incorporate in full by reference their prior objections and responses to this interrogatory. Without waiver of and subject to their objections, they make the following second supplcmcntal response. See Second supplcmcntal Response to Interrogatory 10 above. Dated: November 20, 2006 Brady L. Grccn Michael J. Rif is 1.D. Nos. 56 0.9357 Morgan, Lewis R Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 21~.963.5079/54t8 No V. Otto, 111 Manson, Deardorff, Williams R: Otto 10 East High Street Carlisle, PA 17013 717.243.3341 Attorneys for Barbara MeK. Mumma and Lisa Nl. Morgan 10 ~r Sq + ~I I ..L VERIFICATION t I verify thnt the statemrnts made io the foregoing Respoaus are true and correct ~. ,' ~ to the best of my knowledge, information and belief. I wtderstand that false statements , herein are made subject to tlu perraltles of 18 Pa.C.S. § 4904 relating to unswom ~> ""'' > >,,r'r. falsification to authorities. -' ~' .. K .; ` ~,. ti } „t Lisa M. Morgan ~'•.; Date: November 20, 2006 e ~~, r~lh. y.`- z+;. ~ .,,.~ - ~'h>'. a:; ,ZAA ~~„~!)y 4Xfi' l U I ~y~l hi i NF r Al ' ~ i :, ~ _ ~/ ~ 1 ,:.! r CERTIFICATE OF SERVICE !'~ , ~ ~ : * ~ !'': ~,. _. I hereby certify that on November 20, 2006, a true and correct copy of the foregoing `~' ` ' ~ M ~; 1. - Second Supplemental Responses of Barbara McK. Mumma and Lisa M. Morgan to Discovery Served by Robert M. Mumma, f! was served by lirst-class mail, postage prepaid, upon the following persons: ',` .~,; '=a. ,t9"'i ~', Robert M. Iviumma, II 6880 SE Harbor Circle Stuart, FL 34996 Ralph A. Jacobs, Esq. Ralph A. Jacobs & Associates LLC 215 South Broad Street, IOth Floor Philadelphia, PA 19107 ', Y ;, I~ ~~ } Dated: November 20, 2006 - "; ~ ~` -,, r ~. ' 1 µ~ 1 ~ , ,~~ j ~.~ f` '' Y, r ~ ~ ~ ~ ' - I_ c` ~ F i i R ~' ,~ -.~ ~.1.. Taylor P. Andrews, Esquire Andrews & Johnson 78 West Pomfret Street Carlisle, PA 17013-3216 Robert M. Mumma, 11 Box 58 McCormick Road Bowmnnsdale, PA 17008