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HomeMy WebLinkAbout03-30-89 (3) COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION No. 21-86-398 ESTATE OF ROBERT M. MUMMA, Deceased DECREE AND NOW, this day of , 1989, it is hereby decreed that the Petition of Robert M. Mumma, II for the Removal of Barbara McK. Mumma and Lisa M. Morgan as Executors of and Trustees under the will of Robert M. Mumma, deceased, is denied. By the Court: J. LJ::'i COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION NO. 21-86-398 ESTATE OF ROBERT M. MUMMA, DECEASED ANSWER OF BARBARA McK. MUMMA AND LISA M. MORGAN TO PETITION OF ROBERT M. MUMMA, II FOR REMOVAL OF EXECUTORS AND TRUSTEES Barbara McK. Mumma and Lisa M. Morgan, Executors of and Trustees under the will of Robert M. Mumma, deceased (the "Estate"), file the following Answer to the Petition of Robert M. Mumma, II ("Mr. Mumma") for Removal of Executors and Trustees, in accordance with the numbered paragraphs thereof: 1, 2 and 3. The facts with respect to decedent's will and the Estate are accurately set forth in the Petition for Declaratory Judgment and Other Relief presently before this Court. Decedent's Codicil provides that if either Mrs. Mumma or Mrs. Morgan ceases to serve as Executor and Trustee, decedent's daughter, Barbara M. McClure, is to serve as successor, and only if all of Mrs. Mumma, Mrs. Morgan and Mrs. McClure fail to serve is Dauphin Deposit Bank and Trust Company to serve. 4. Denied as stated. It is admitted that Robert M. Mumma, II is the son of decedent and the parent of two minor children, Robert M. Mumma, III (born 6/12/82) and Susan Mann Mumma (born 6/19/87). However, it is denied that Robert M. Mumma, II has standing as "natural guardian" to initiate these ~3b proceedings on behalf of his minor children because this Court, by decree dated December 29, 1988, appointed Robert M. Frey, Esq. as guardian ad litem of said minor children, with authority to represent them in all matters related to the sale of the business interests held by the Estate, including the action for Declaratory Judgment and other Relief filed by the Estate on December 27, 1988 and all other proceedings related to or arising from such matters. 5. The provisions of 20 Pa.C.S. ~ 3182 and ~ 7121 speak for themselves. 6. Denied. It is denied that Article THIRTEENTH of the will expresses decedent's intent that stock in "privately held corporations" owned by decedent at his death "be continued for the benefit of and under the management and control of my immediate family." Rather, as this Court has found, Article THIRTEENTH, read in its entirety, clearly expresses decedent's intent that such business holdings may be sold if his Trustees so agree in writing. 7. Admitted. 8. Admitted. All members of the immediate family (Mrs. Mumma, Mrs. Morgan, Mrs. McClure, Mrs. Roth and Mr. Mumma) are individual shareholders of Nine Ninety Nine, Inc. ("999") and Hummelstown Quarries, Inc. ("Hummelstown") and hold interests in real estate associated with the family businesses. 9. Admitted. -2- 11 :: I ~. '-- J 10. Admitted. 11. Admitted. 12. Denied. It is denied that Mrs. Mumma and Mrs. Morgan, as Executors and Trustees, have mismanaged the Estate, have failed to perform duties imposed on them by law or have jeopardized the interests of the Estate. 13. Denied. It is denied that Mrs. Mumma and Mrs. Morgan have attempted to exclude Mr. Mumma from involvement in the family businesses. Mrs. Mumma and Mrs. Morgan encouraged Mr. Mumma's involvement in the family businesses by offering, shortly after the decedent's death, to sell the operating company to him, and in that connection directed that information relevant to purchase of the company be made available to him. Mr. Mumma was afforded the opportunity to purchase the company before any other purchaser was considered. Only after Mr. Mumma declined to purchase did Mrs. Mumma and Mrs. Morgan entertain inquiry from a non- family buyer. It is further denied that Mrs. Mumma and Mrs. Morgan have used their fiduciary powers to advance their personal interests or to undermine Mr. Mumma's interests, or that they have acted out of "deep-seated animosity" or "spite" toward him in their efforts to sell the company, which efforts were engendered by Mr. Mumma's own refusal to purchase. 14. Denied. It is denied that Mrs. Mumma and Mrs. Morgan have abused the voting powers which they hold as Executors and Trustees in Elco Concrete Products, Inc. ("Elco") V3 -3- and Lebanon Rock, Inc. ("LRI") to undermine the profitability of LRI, thereby causing an economic loss to the Estate. Mrs. Mumma and Mrs. Morgan have at all times exercised their voting powers to protect the interests of the Estate. Elco is a wholly owned subsidiary of PSI, which, in turn, is a wholly owned subsidiary of 999. The Estate owns approximately 36% of 999 and its subsidiary, Elco. The balance of 999 (and Elco) is owned directly by members of the Mumma family, including Mr. Mumma, who owns approximately 11%. LRI is owned 50% by the Estate and 50% by Mr. Mumma. Mrs. Mumma and Mrs. Morgan have resisted pressure by Mr. Mumma to disproportionately transfer Elco's earnings and assets to LRI. These issues regarding Elco and LRI are presently the subject of litigation in the Court of Common Pleas of Dauphin County. 15. Admitted. 16. Denied as stated. It is admitted that in the Letter of Intent the purchaser has proposed retaining the current management of PSI, including Mrs. Mumma and Mrs. Morgan. (A redacted copy of the Letter of Intent is attached hereto as Exhibit "A"). It is also admitted that, in order to facilitate and secure an advantageous sale, Mrs. Mumma and Mrs. Morgan have agreed to continue as advisors to PSI following the sale, but not as part of the paid management of PSI. It is admitted that persons involved in the management of PSI will receive compensation from the purchaser for their employment. It is denied that Mrs. Mumma and Mrs. Morgan will -4- L/~' '" \"./.....,) receive any compensation for their post-sale advisory services or that any such compensation was agreed to between Mrs. Mumma, Mrs. Morgan and the purchaser. On the contrary, on the advice of counsel Mrs. Mumma and Mrs. Morgan have refused to accept any post-sale position with PSI (or any other business to be sold) involving compensation for services so as to avoid even the appearance of any improper motive in connection with their decisions regarding the sale of the business. It is denied that their uncompensated post-sale advisory services will in any way cloud the judgment of Mrs. Mumma and Mrs. Morgan as Executors and Trustees or endanger the Estate or the interests of its beneficiaries. Such post-sale advisory service in fact carry a personal cost for both Mrs. Mumma, who at age 65 has agreed to continue hands-on involvement of the business for a transitional period, and Mrs. Morgan, who has interrupted her legal career to devote her energies full-time to the operation of the business. 17. The Petition and the Complaint for Declaratory Judgment and Other Relief filed by Mrs. Mumma and Mrs. Morgan are documents which speak for themselves. 18. The Complaint in Equity filed by Mrs. Mumma and Mrs. Morgan (No. 66 Equity 1988) is a document which speaks for itself. 19. Denied. It is denied that shares of 999, Hummelstown and Union Quarries, Inc. ("Union Quarries") were improperly allocated to the Marital Trust so that Mrs. Mumma, WI -5- through her exercise of the five percent withdrawal power, could increase her individual interests in those companies at the expense of the Estate. The business assets of 999, Hummelstown and Union Quarries represent virtually all of decedent's estate. The Marital Trust contains the bulk (approximately 70%) of decedent's Estate. Accordingly, the Executors and Trustees had no choice but to allocate significant shareholdings in those companies to the Marital Trust. Moreover, the Executors and Trustees desired to fund the Marital Trust promptly during estate administration in order to minimize the statutory interest accruing on the bequest to that Trust. The stock in decedent's companies, which had the advantage of ease of transferability, was therefore a sound and logical source from which to fund the Marital Trust. It is denied that Mrs. Mumma has abused her five percent withdrawal power over the principal of the Marital Trust. Mrs. Mumma has merely, periodically and in accordance with the terms of the Will, exercised the withdrawal power which her husband gave her. 20. Denied. It is denied that Mrs. Mumma's and Mrs. Morgan's personal interests in the sale of PSI conflict with the interests of the Estate. The interests of Mrs. Mumma and Mrs. Morgan as fiduciaries in securing an advantageous sale are perfectly consistent with their interests as individual shareholders. Moreover, the uncompensated post-sale advisory services of Mrs. Mumma and Mrs. Morgan would in no way shift Lj-'- / , \.), ,J -6- their motivation. It is denied that in proposing the sale Mrs. Mumma and Mrs. Morgan have breached their duty of loyalty to the Estate. Mrs. Mumma and Mrs. Morgan have, both in their initial decision to sell and throughout the course of the sale negotiations, acted for and in the best interests of the Estate. 21. Denied. It is denied that the sale of PSI will disproportionately benefit Mrs. Mumma and Mrs. Morgan in their individual capacities such that they cannot divorce their individual interests from the interests of the Estate. The consideration for the sale of PSI will be allocated, on a strictly proportional basis, among all of PSI's individual shareholders, including Mrs. Mumma, Mrs. Morgan and Mr. Mumma, and the Estate. The fact that Mrs. Mumma and Mrs. Morgan have agreed, in order to secure the sale, to extend their management roles without salary, manifests their willingness to sacrifice their personal interests for the best interests of the Estate. 22. Denied. It is denied that Mrs. Mumma and Mrs. Morgan wasted and mismanaged the Estate by significantly undervaluing the Estate on the estate and inheritance tax returns and thereby possibly incurring, on a future sale of estate assets, an unnecessarily high capital gains tax. Mrs. Mumma and Mrs. Morgan relied on the advice of an independent firm of certified public accountants in determining the date of death values for decedent's business interests. If the date of death values so ascribed were incorrect, Mrs. Mumma L/3fr, -7- and Mrs. Morgan will have the duty to, and will, make supplemental filings for estate and inheritance tax purposes. However, the audits of the estate and inheritance tax returns are still pending, and therefore it is not presently certain that the date of death values for the businesses were incorrect. WHEREFORE, Respondents, Barbara McK. Mumma and Lisa M. Morgan, request that the Petition of Robert M. Mumma, II for Removal of Executors and Trustees be denied. Respectfully submitted, ~~EA7~E~ER' r.D. ~OSEPH A. O'CONNOR, JR., I.D. #18327 CATHERINE M. KEATING, I.D. #50246 Morgan, Lewis & Bockius 2000 One Logan Square Philadelphia, PA 19103 (215) 963-5367, -5212 WILLIAM F. MARTSON, I.D. #06291 Martson, Deardorff, Williams & otto 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Respondents ~7 -8- VERIFICATION Barbara McK. Mumma, being duly sworn according to law, deposes and says that the facts set forth in the foregoing Answer are true and correct to the best of her knowledge, information and belief and she understands that the statements therein are subject to the penalties of 18 Pa.C.S. 9 4904 relating to unsworn falsification to authorities. Barbara McK. Mumma 1./ :::.~' i \...." VERIFICATION Lisa M. Morgan, being duly sworn according to law, deposes and says that the facts set forth in the foregoing Answer are true and correct to the best of her knowledge, information and belief and she understands that the statements therein are subject to the penalties of 18 Pa.C.S. ~ 4904 relating to unsworn falsification to authorities. ~~~~ ~y ] ~ . . ~ '. c . .. . .. < \ ~.~... ..' "\.~ , ~ " .. . ------- - - REDACTED Deceaber 19, 19.. Attention: Man.ging Dir.ctor Finance . Dev.lopaent Gentle.en: In re.ponse to proposal. by to purcha.e the operations and ....t. ot hDnay Supply, Inc. ('PSI') and certain ot ita operating .ttiliat.. and rel.ted a...ta (the 'Oper.ting Atfiliate.'), a. hereinatter de.cribed, we have uncIertaJcen the n~.a&Ey analysis to engage in .eriou negotiations vith . After 9iving full condcSeratlon to the circ:wutance. relating to the value and ownenbip ot PSI and ita related operation. and a..eta, 1M an prepared to 90 tonard vith . . .uch negotiation. on t:arJw and condition. .et forth 1D this letter. We ue acting in our capacities .. individual. and fiduciarie.. With respect to our fiduciaxy capaciti.., ve are the executric.. of the E.tat. of Robert If. IIWIaIa (the 'E.tate'). We are also the tru.t... of th.. TrU.t under Article 7 of the Will of Robert M. Mwa1Ia (the "Ifadtal Trust'). {I 11/ ~. ~~e..nt intention., .ubj.ct to all of the provi.ion. of this lett.r, ar. to work diligently with to deunalne wheth.r autually acc.pUbl. and leqally biJldlnq contract. and agr....nu can be .ntered into to ..11 the following corporate .tock and bu.ine.. ....t. to for the con.ideration .pecified below: 1. All the .tock of Nine Ninety-Mine, Inc., a penn.y1v.nia c;:orpor.tion (-999-), .ubject to (a) the distribution prior to closinq of the non-r.l.ted a..et. li.ted OD the attached Exhibiu A, 8 and C, and (b) the payaeat by, or the a..waption by, the .e1ling .hareholders or an entity controlled by the .e11inq shareholders .t closinq of the llablliti.. of 999 .hown on the unconsolidated' b.lance eheet of 999 prepared .. ot the clo.ill9. 2. All the i..ued and OIltaUndinq c Oft Rock of B\mael.town QQani~, Inc., a Pennsylvania coq.o..tion, .ubject w the diatdJ:NUoll prior to cloailllJ of the ..~ mI liabilities li.ted OD the .ttaChed WYhthit D. 3. All the right, title and intereat of the Karitel Truat in .nd to the land, equip1lant and busin... operations known aa the Benders Quarry, but not the in.titutioaal deb1: nlated th.reto. - 2 - '_/ L::,. " . ". All of the right, title and bUr..t of Barbara Mcll:. MwIIIIa in and to a c.rtain 1.a.e.holeS ..tata pertaining to the Aaity Hall Quarry. 5. All the right, title and int.rest of JIlDIII& R.alty As.ociat.., a t.nancy-in-co.aon .xisting under the laws of the C01llllonw..lth of PeM.ylvania ("DA-), in and tG land, buUeSing., equip..nt aneS busin..s as..ts located .at 823-1001 Paxton str..t, Harrisburg, P.Msylvania, but not the institutional deJ:It relat.d th.r.to. Total consid.ration to be paid for th... ass.ts will be cub, .ubj.ct to adjust:aent for tM CbancJ. in the consolidated. n.t worth of 999 as of the clos1Dg frea the consolidated. n.t worth of 999 u of June 30, 1911 (u ad:"usted. .t JUn. 30, 1988 and on the data of Closing tor tbe prior r.-ov.l of ....t. .nd liabiliti.. shown on Exhibit. A, . and C). We contaplat. that the .al. of th... ....ta would be .ccoapli.hed. pursuant to the t.ras and concUtloa. of one or aor. detailed stock and a..~t: purc:ha.. a9X'...enta. .. ant1c1pet. that th.s. a9X'....nts will contain reasonable r.presentations and warranti... Th. transactions contemplat.d by 1:h1a l.tter sball not be consUJllllated., and no obligations legally biDdinq on us, or - 3 - an~ othar parson or antity to clo.e the.e cont..plat.d transactions .hall occur, until all of the following actlon. have be.n co.plated to tha co~lete .atisfaction of ourselves and as the ca.e.aay be, each actinq ln their .ola discretion: 1. All relevant partia. sball bav. coapl1ed with the applicable providons of the Bart-Sc:ott-Rod1no Antitrust ntprove..nts Act of 1974, as aaended, and the rul.. and requ1ations thereunder ('85R.). 2. Appropriate approval tor the conteaplated UanaactioM sball bav. been obtained froa the Orpbana court Dlviaion otthe court of co.mon Plea. of CUaberland County, Pennsylvania (the .Orpban. Court.). 3. Executi~n on or before Harcb 31, 1989 of definitive . . vri tten contracts arid a9Z'....nts pertainiDg to all of the transactions cont..plated by thi. letter vbleb a9z'eaents will aUocate purchase conaldentlcm and .-1: be acceptable 1Jl all respecta to us and to ., eaeb actlnq ill their Rle and ~o1ute diScretion. . 4." The offer by to the operating unaq..ent of PSI of Ulployaent: equal to their current: respons1bll1Ues and c:oapeaaation. . - 4 - 5. At the 4iscr.tion of , w. viII both s.rr. as c11r.ctors/advilors to PSI to adnuin the CJooc1vill of PSI an4 its operation.. Thi. ..rvic. vill be prov14ed a~ no co.penaaUon v1~ r.iJDl)ur....nt, how.v.r, of ou~-ot-pocJc:.t .XlMn.... w. "ill enter in~o non-coap.~. .qr....n~., vith .xceptlona for specific act1viti.. curr.ntly und.rtaken and d1sclosed. In addition to the forS901nq, it 1. contaplatad that ~e E.tat. will qrant to an option to be ex.rcised within tive y.ars of the clo.il\9 date to purcha.e the Istate'. f1fty- percent (50\) stock inter.st in I,ft)anon Rock, Inc., a hDnaylvani. corporation. The price to be paid by upon the exercise of this option "ill be a fair Jaarket value to be aqr.ed upon betw.en the partie. and, in the .v.nt that such .g:r....nt is DOt reached, fair aarket value will be c1.ter..1ned by two appraisers, one appointe4 by .ach party, with a third appraiser t:o be chosen by the first two .ppraisera it necassary to resolve clitterane.. between the two appraisan. '. With the axeepUoJl ot the last paragrapll hereof, this letter is not intended to cnata, and c10ea not create, AllY laqally blndift9 obligations by aM between us and , or'any o~er parti.., with r.spect to tha transactions contaplated hereby. This l.tt.r is int.nded to be .ole1y aD expression ot present int.rest and intention on our part. It this l.tter - 5 - a4equately expresse. the present intere.t and intentions of plea.e sign this letter and return it to us. Upon our receipt of the siqned letters, _ will promptly work to obtain consent to the.e transacUons fro. (a) the other shareholders of 999 and JIWIIIIelstOWD Quarries, Inc. (Robert M. MwIaIa II, Barbara M. JlcClure and Linda II. Roth) who have not signed thb letter, (b) the other owners of interests in lIRA (Robert II. M\UIlIIa II, Barbara II. Mcclure and Linda II. Roth) vbo have not signed this letter, (c) the Orphans Court. and (d) all applicable qovernaental authorities and aqenci.., including those involved with We will, upon execution of thb letter, proaptly ..Jr. the booa, recorda Ul4 properti.. of PSI aDIl tJw Operatint A~~iliat.. reasonably available to for perfoaance by of dua dil1qence activiti.., provided that neb due 411i9eDCe is h11y eU.cloud and initiated pro.ptly by . 8JIall, both in t:he perfonance of th... due 4illqence act1vlU.. aDd 1a all ~r activiti.. perta1niDq = the transactloaa ClIIl1:aplate4 . ~y, rua1a subject = all of the tera ud ~1tiou of the co~ldential1ty letter by and between and ""-..za JIc1[. .,.- dated June 20, 1988, and we expect: your other penorm.l and agent. to. enter into s!ailar confidentiality obligations before additional diaclosur.. are ..d.. -, shall aaJta DO preu relea.., stat...nts or other disclosure. with respect to the - c - " . r' , existence of this lettar or the transaction. conte.plated hereby without our prior written approval, such approval not to be ~eason&bly vitbhe14. 'fl,,? ~ 10(.1 ArA J..t"?'t n.t:<'t/ Barbara Hc:IC. HwIIIIa , V I ~"'L ~ Y2'/o/UC-'... .a .. .orqan has r..4 an4 revievK the forel1oing letter an4 it reflect. our pre.ent intere.t an4 intention with respect to the.e transactiona. recoqnize. an4 aqree. that vith the exception o~ the la.t paraqraph, thb letter ia not intande4 to create, aM doe. not create, any lel1ally ))inc11"9 o))liqationa hetween you and I aqr... to he ))ound by the la.t para~pb of the letter. will work 4iliqently with you to parfora the nec..auy clue 4il.iqence, draft and nel10tiate the nece.sary conUacte and agre..ante, ulte the appropriate filinq. anderand vi th other gcwernaental agenei.. and do all other ""fnp vlUch ..y paralt tM con.\DIIIat1on of" the tranaactiona contapla~ hereby. Dated: l)eCSllber!/-, 1t88 By: Hanagin9 Director Finance and Development - 7 - .:') " < I.:c::.i~i.: A ASSETS TO U u:~OVC FROK NINE NINZ~ NI~I, :~C. f/30/88 Jook Value c.sl'l Ac:ou~:1 a.ce~v.Dle arc;,. p.ece~".111.: Alt:.lia:es Ac:::Ne.: I:1~.r..t aece1val:llt P:.paid F,deral Tax 01:.,'\.: II1V.,1::IeIU: Deler:.d, Pr.paid 5 Oth.r Deposit ~t. Insuranc. I Det) <reD.ra1 Insurance ~eel1s's IIOrtqaqe Costa "a1 Estate Tu.. ~s.s (.tallioD shares) U4JD Fana !quipmat ~tur. , Fiztur.. Alltos , '1'rucks s 225,5,. ",573 225,400 U,038 341,9" 2,501 us 214,915 3,'99 48 " Sf! If,,,,, 75,'00 o 11,795 U,U. 11,001 r.--....d: sao x aoo A PaGon St "1:~. '1'wp (13.2111 acr..) (aull) '~:y ad1 IU Clown:y ae.. 'rop (21'3 inter.atl .~lv'J: SpdA9. . (S~y4'J:) (approximat.ly 1/2) laLld1:lq., lao 'axtoA It 100 A iaX:OD It W&;U '1"'.rp O.ull) AaJ.<:y Hall lu SLIve: 5pdA9s (SAyde:) 200,000 2',711 . ',221 , . 2..,400 211,250 7I7,IU '29,280 42,1'8 338,UO 211,9.. .'1 ,/,., -1/ ( ... ,. . EXlf II IT a ASSEts TO It R~10VED tROM ,tNNSY SO"LY INC. AND SUlSIDLUUES t/]0/88 Book Value ~t HO (proper~y interest) Accounts aeceivable Estate of Robert M. Mumma BobaU Co. Xumma a..ley Associate. I Mumma a.aley Associate. II Rummel'town Quarrie., Inc. Bine Nineey-Nine InC. ~.banon Rock, Inc. 1291,U4 310,000 9,000 5,500 117,000 1,tOO 1,500 273,000 L.j I_I ;',~'~' ! I / n1ITUT C ASsns TO IE I!MOVIZ) 11lOfI ItDC AlII) UB, llC. fLea ,000 CASH P10CUDS nOM s.u.z OF JOA~ t/ ,'j c> . . . EXHIBIT 0 ASSE'l'S TO BI REMOVED FROM BUMMELSTOWN QUARRIES, life. All current a..eta to .,. relloved, and existing .ongage and taxes pertaining to royalty payments to be paid off at no expense to , at or prior to closing with the intention that the r...ininq as.ets will be free and clear of institutional debt. f / ... , y'. . l \) .t -.""'" t':! gj p Ul ~ OH ->0 N;::: 0 c.,:;: ;::: Z~ C ::l ..,::>"00 PI 0 1-'- 000 El I-J 1--'" 0 H rt OJ ...... <:"'J Ul t>:I trrl" VI ...... 0<0 ,,"(1) ...... p 1:"':;: (1)::>" -PI PI (1) '0 1-'- I:"'?:lHt>:I 0 0 Ii (1) o.O::lIi::>"PI OCfl?:l "'J Ii ...... '" (1) ::l -....- El OI:lJP '0 PI 0 "'1-'(1) ::l P "'Jt>:I 0 ?:l ::>" ::l 0 W'd 1:"'(1) t>:I ?:l:;:"'J 0 PI o.C 1""t"'(1) t':! 1-3' I:lJ Z ::l Ii V1 1-" 0 .. :;: 0 X IJj t':! 0 {Jl Or!" W PI <01-'" -O'l t>:I:;::;:P ?:l 0 "'- PI {Jl 0(1) O. 0 ~ 1-3 C 0 -.J ::l ~ 01-'- C ~1Jj .., 0 ::l HI - >0 ..,(1) ::l ..... 1-3:;:G)P :;:: ..... 0 ..... 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