HomeMy WebLinkAbout12-24-08 (5)IN RE: ESTATE OF IN THE COURT O]F COMMON PLEAS OF
ROBERT M. MUMMA, CUMBERLAND G~UNTY, PENNSYLVANIA
Deceased
ORPHAN'S COURT DIVISION
N0.21-86-398
PRAECIPE
TO THE CLERK OF THE ORPHANS' COURT:
Please make the attached corporate records of Nine Ninety-Nine, Inc. dated January 7,
1989 (minutes and transcript) and December 26, 1988 (resolution) part of the record in this
matter and as same pertains to the pending Motion for Disqualification of the Estate counsel.
BY:
DATE: December 24, 2008 - "'
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Robert M.1V[umma, II
Box F
Grantham, PA 17027
(717) 612-9'20
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1 NINE NINETY-NINE, INC.
SPECIAL MEETING OF SHAREHOLDERS
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7 TRANSCRIPT OF PROCEEDINGS
8 CORPORATE MEETING
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10 BEFORE: KIM MUMMA, CHAIRMAN
LISA MORGAN, SECRETARY
11 DAVID LANDREY, JUDGE OF ELECTION
~ DATE: JANUARY 7, 1989, 10:00 A.M.
13 PLACE: NINE NINETY-NINE INC.
10 0 1 PAXTO N S'I'REE T
14 HARRISBURG, PENNSYLVANIA
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D YPdELE L. ROTHENBERG,
~ RE~?ORTER-NOTARY PUBLI C
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GEIGER & LORIA REPORTING SERVICE. INC.. 1000 MARKET ST.. HBG. PA 17101 717-234-2109 PA 1-800.222-GLRS
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1 CHAIRMAN: This special meeting of the
shareholders of Nine Ninety-Nine will please come to order
2
3 I am Barbara Mumma, President of the company. In
4 accordance with the bylaws, I will prE~side as Chairman
5 of this meeting. Since Barbra McClure has resigned as
6 Secretary of the company, I am going to appoint Lisa
7 Morgan, she's an officer of the company, and she wil 1
8 serve as the Secretary.
9 Lisa, do you want to report on the
10 mailing of the notice of this meeting to all the
11 shareholders .
~ MS. MORGAN: I have before me United
13 States Post Off ice receipts for the mailing on December
14 31st, 1988, certified mail, return rec.=_ipt requested,
15 of the notice and form of new bylaws t~~ each
16 shareholder of record as of the close of business ten
17 days prior to the date of this meeting„ the date for
18 determining shareholders entitled to notice of and to
19 vote at this meeting.
20 MR. VALE: My understanding is that Mr.
21 Mumma could be here to particpate by prone. I
~ appreciate that he can't vote until --
~ MS. MORGAN: I didn't know we were
~ supposed to do that, I thought he was calling here.
~ MR. ZEITER: The deal is he is to be on
GEIGER & LORIA REPORTING SERVICE. INC.. 1000 MARKET ST.. HBG. PA 17101 717-234-2109 PA i-800.222-GLRS
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from r fight now and how can we get him?
MR. VALE: We will call him.
(Recess.)
MR. VALE: Your mother has just opened
the meeting and Lisa has given a report o n the mailing
of notice to shareholders .
Lisa has offered to repeat her report
on the mailing to shareholders.
(Discussion held off the record. )
MR. MUMMA: Who called 'the special
meeting?
CHAIRMAN: The Secretar~~ called it.
MR. VALE: I am going to object on Mr.
Mumma's behalf to the special meeting on a n umber of
grounds. First of all, we believe that: the meeting
was not properly called, the notice states that it was
cal led at the instance of the marital t: rust tha t is
alleged to be a holder of 2 0 percent of the stock of
Nine Ninety-Nine and we don't believe that to be a
fact . We do not believe that the shareholders ' 1 is t
that has been presented accurately represents the
proper ownership of the shares.
The other ground for objecting to the
special meeting is that the mailing of the
notice itself was inadequate. Madame Chairman,
GEIGER & LORIA REPORTING SERVICE. INC., 1000 MARKET ST.. HBG. PA 17101 717-234-2109 PA 1-800-222-GLRS
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1 I would ask that the meeting be adjouz-ned.
Bob, do you want to adcl any objections
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to that?
3
4 MR. MUMMA: As I read the bylaws, they
5 require that the meeting be held not less than ten
6 days after receipt of the request for a special
7 meeting, and I would 1 ike to know wher.~ they got the
8 request for the special meeting.
CHAIRMAN: It was the night of the
9
10 27th.
11 MR. MUMMA: Who signed it?
~ CHAIRMAN: The estate.
13 MR. MUMMA: The Secretary did not
14 receive that on the 27th, the Secretary did not
15 receeve it until at least the 28th or the 29th.
16 (Discussion held off the record. ~
17 MR. VALE: For the record, I will refer
18 to Paragraph 10 of the bylaws that Mr. Mumma has just
19 referred to. "At anytime upon written request of any
~ person entitled to call a special meeting, it shall be
21 the duty of the Secretary to call a spy=ci al meeting of
~ the shareholders to be held at such time as the
~ Secretary may fix, not less than ten, izo more than 60
~ days after the receipt of the request."
~ MR. ZEITZER: We are go:Lng to hand to
GEIGER & LORIA REPORTING SERVICE. INC.. 1000 MARKET ST.. HBG. PA 17101 717-234-2109 PA 1-800.222-GLRS
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1 the Judge of Election for inclusion in. the record of
this meeting, and we will make a copy available to the
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3 court reporter to attach to the transcript, an
4 instrument signed under the bylaws stating that a
decision was made on December 28th, 1988 to make the
5
6 call, but we concede, because this document is
7 undated, that this document was not executed within
8 the ten-day period described in the bylaws.
9 MR. MUMMA: Well, I will say this, and
10 I think Mr. Stevenson will probably agree with this,
11 that the call was not made before December 28th.
~ Thus, I believe you have given insuffi~~ient notice for
13 this meeting. What you are willing to swear to is
14 that the call was made by the Secretar,~ on the night
15 of the 27th and that the Secretary is 1Nilling to
16 certify to that under oath, we will ha`~e to accept
17 that, but I don't believe that to be the case.
18 MR. ZEITER: We are not saying that, we
19 are saying that we have a signed paper that on
~ Wednesday, December 28th, a call was m~ide to the
21 Secretary and we are saying that on they 28th that
~ was done orally, and then subsequently that was
~ reduced to writing.
~ MR. MUMMA: When?
~ MR. ZEITER: All you neE~d to know for
GEIGER & LORIA REPORTING SERVICE. INC.. 1000 MARKET ST.. HBG. PA 1710'1 717-234-2109 PA i-800.222-GLRS
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1 your purposes, it was reduced to writing after the
~ ten-day period provided in the bylaws.
3 MR. MUMMA: I don't think that is
4 possible, I don't think you have given sufficient
notice.
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6 MR. VALE; Bob, he's agreeing with you.
7 MR. MUMMA: Fine, let's adjourn the
8 meeting.
9 MR. VALE: Just so it i;~ clear, Mr.
10 Zeiter, you agree that the notice of this meeting does
11 not comply with Paragraph 10 of the existing bylaws
~ of the company?
13 MR. ZEITER: I won't concede your legal
14 conclusion, but I concede that no written instrument
15 was delivered to the Secretary of the corporation more
16 than ten days prior to the date of toddy's meeting.
17 MR. VALE: All right, so you will
18 concede the facts, but not the legal conclusion?
19 MR. ZEITER: Exactly, si.r, and we are
~ going to proceed with today's meeting.
21 MR. VALE: I don't believe it is your
~ decision.
~ MR. ZEITER: I am asking --
~ MR. MUMMA: Mr. Zeiter, I think the
~ question is whether or not they are going to continue
GEIGER & LORIA REPORTING SERVICE. INC.. 1000 MARKET ST.. HBG. PA 17101 717-234-2109 PA 1-800.222-GLRS
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1 with the meeting, it is for the Chairman to decide
if they want to go through this and the fact that they
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3 haven't given the proper notice.
4 MR. ZEITER: First of all, there has
been no concession here that proper notice hasn't been
5
6 given. All we have done is conceded a particular
fact.
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8 CHAIRMAN: As Chairman of this meeting,
9 we are going to proceed with the meetilzg.
10 MR. MUMMA: I would likE~ at this point
11 to have Tony go through the transfer book.
~ CHAIRMAN: We are not going to hold the
13 meeting up for that.
14 MR. MUMMA: It is required that it be
15 made available at the meeting.
16 CHAIRMAN: It has been made available,
17 and we are going to stick to the agenda for this
18 meeting at this time.
19 MR. MUMMA: You can't s tart the meeting
~ without it.
~1 CHAIRMAN: Your attorney has had it,
~ Bob.
~ MR. VALE: I have reviewed the
~ certificates this morning, the original share register
~ is not here, it is at Mr. Katzman's office. We have
GEIGER & LORIA REPORTING SERVICE. INC., 1000 MARKET ST., HBG. PA 17101 717-234-2109 PA 1-800.222-GLRS
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1 reviewed it within the last couple of days and, of
course, another of my objections to the calling of this
3 meeting is on the basis that the marital trust does
4 not appear to be a 20 percent shareholder on the basis
of the certificates that I have seen this morning.
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6 MR. MUMMA: Paragraph 13, Voting List
7 of the Bylaws, "Such list shall also be produced and
8 kept open at the time and place of the meeting and
9 shall be subject to the inspection of piny shareholder
during the whole time of the meeting."
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11 MS. MORGAN: Madame Cha'lrman, as acting
~ Secretary, I will state for the record that I
13 Personally provided that information to Mr. Vale prior
14 to the meeting, and it is right here o~z the table and
15 he is perfectly free to look at it. Iii fact, I
16 believe he has a list in front of him ~I,s the meeting
17 continues.
18 MR. MUMMA: Was there ari election to
19 nominate Lisa as the acting Secretary?
~ MR. VALE: Your mother rias indicated
21 earlier in the meeting that your sister, Babs,
~ resigned as Secretary, and your mother, as President,
~ has appointed Lisa as acting Secretary for this
~ meeting.
~ MR. MUMMA: I don't think she has the
GEIGER & LORIA REPORTING SERVICE. INC.. 1000 MARKET ST.. HBG. PA 1710'1 717-234-2109 PA 1-800-222-GLRS
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1 power to do that.
CHAIRMAN: The objection is noted.
3 MR. MUMMA: My understar.~ding is that if
4 there is a vacancy, this is Paragraph :'~ 0, "I f the
5 off ice of any officer or agent of one or more becomes
6 vacant for any reason, the Board of Diz~ectors by
7 three-fourths vote of all the director; may choose a
8 successor or succsessors who shall hold. office for the
9 unexpired term in respect to such vacancy occurred."
10 So the Corporation is without a Secretary.
11 MR. VALE: I will request that this
~ special meeting be adjourned. We would like a
13 decision on that, please.
14 CHAIRMAN: I have said earlier that we
15 are going to proceed with the meeting and it will not
16 be adjourned .
17 MR . MUMMA : I would 1 ik e t o see t h e
18 transfer book itself, I would like to see the
19 certificates that were turned in in order for them
~ to issue a certificate to the estate.
21 MR. VALE: I have reviewed them this
~ morning outside this room and the certi:Eicates are
~ here.
~ MR. MUMMA: Who signed t:he certificates
that were turned in?
GEIGER & LORIA REPORTING SERVICE. INC.. 1000 MARKET ST.. HBG. PA 17101 717-234-2109 PA 1-800.222-GLRS
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1 MR. VALE: Nobody did, al most none of
2 the certificates are endorsed.
MR. MUMMA: Well, it is required that
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4 they be endorsed to be transferred.
MR. VALE: I know, that, is one of the
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6 basis for my statement that Marital Trust is not a
20-percent shareholder and was not entitled to call
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8 this meeting.
9 MR. MUMMA: Who is the last holder of
10 the certificates of record before they were
11 transferred without being signed?
~ MR. VALE: Kim Company. If I am not
13 mistaken, the certif icates are not in .front of me at
14 the moment, but if I recall, there is ~~ certificate
15 for 867 shares of common stock issued i~o Kim Company.
16 I believe your father issued that certificate on
17 behalf of Nine Nine ty-Nine Compa ny. I i, has not been
18 endorsed by anybody on behalf of Kim Company, there is
19 the notation "cancelled" written acros;~ that
~ certificate. There is another certificate for 1100
21 shares of ten percent convertible preferred stock
~ issued to Kim Company, again, I believE~ signed by your
~ father, but not endorsed over by anybociy and again
~ with the notation "cancelled" written on that share
~ certificate.
GEIGER & LORIA REPORTING SERVICE. INC., 1000 MARKET ST.. HBG. PA 17101 717-234-2109 PA 1-800.222-GLRS
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1 MR. MUMMA: Who issued 'she succeeding
share, whose signature is on the issuance of the new
2
share?
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4 MR. VALE: In each case your mother and
your sister, Lisa.
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6 MR. VALE: As President and I believe
7 as Secretary.
8 MR. MUMMA: Could we ge't the Board of
9 Directors' minutes at which they were 1~lected off icers
10 and also the Shareholder's meeting minutes that that
11 Board of Directors was elected?
~ CHAIRMAN: That is out of order.
13 MR. MUMMA: It is not otlt of order. We
14 are trying to justify how you can issue' shares to
15 whoever you issued them.
16 CHAIRMAN: That is not t:he issue.
17 MR. MUMMA: The issue i:I whether or not
18 you are holding them legally and have t:he right to
19 vote them.
~ CHAIRMAN: We are holding them legally
21 and we do have the r fight to vote .
~ MR. MUMMA: We are going to vote those
~ shares on behalf of Kim Company, the rightful owner.
~ CHAIRMAN: Your objectio n is n oted,
~ Bob, and we are going to proceed with the meeting now.
GEIGER & LORIA REPORTING SERVICE. INC.. 1000 MARKET ST., HBG. PA 17101 717-234-2109 PA 1-800-222-GLRS
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1 MS. MORGAN: The list of shareholders
entitled to vote at this meeting has been open for
2
3 examination at the company's registered off ice
4 continuously since at least January 1, 1989 and is
5 open for examination during this meeting. I have here
6 the present list of shareholders which I place before
7 you, Madame Chairman
8 MR. VALE: For the record, Lisa has
9 handed the Chairman of the meeting a shareholders'
10 list dated December 27, 1988, which, B~~b, this is the
11 same 1 is t you have seen prev iou sly.
~ MR. MUMMA: I have never seen a list.
13 There was no list available at the annual meeting.
14 MR. VALE: I beg your pardon, we at
15 Pepper/Hamilton did receive a copy of .it from
16 Stradley/Ronan at some point during thE~ week.
17 MR. MUMMA: The 1 is t of the
18 shareholders and the transfer book to my knowledge was
19 not available. They read a list, I as}red specifically
~ what happened to the 1100 shares that Y>,ad been issued
21 to Kim Company and never did get an answer on that.
~ By the way, Tony, what do they show hail happened to
~ Kim Company's 1100 shares?
~ CHAIRMAN: We are going to continue
~ with the meeting right now. If you war.~t to proceed,
- GEIGER & LORIA REPORTING SERVICE. INC.. 1000 MARKET ST.. HBG. PA 17101 717-234-2109 PA 1-800-222-GLRS
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Bob, you have to address me as Chairman.
MR. MUMMA: What happened to Kim
Company's 1100 shares?
CHAIRMAN: That is out of order and we
are going to continue. I have appointed Dave Landrey
to be the Judge of Election.
MR. MUMMA: I think it i.s improper for
your personal attorney to act as Judge of Election.
CHAIRMAN: It isn't improper and he is
going to be Judge of Election.
MR. ZEITER: Bobby, the statute says
that the only person who is improper i:~ a canidate for
office and Dave Landrey has assured me he is not a
canidate for any off ice to be elected today.
MR. MUMMA: why don't th~.ey nominate
him as a director?
MR. LANDREY: Madame Chairman, from a
preliminary survey of the proxies filed. and a
count of the shareholders present in person, it
appears that shareholders entitled to cast at least
the majority of the votes, which all shareholders are
entitled to cast on all matters to be considered at
this meeting, are represented at this meeting and that
a quorum is present.
CHAIRMAN: On the basis of the Judge' s
-GEIGER & LORIA REPORTING SERVICE. INC.. 1000 MARKET ST.. HBG. PA 17101 717.234-2109 PA T•800.222-GLRS
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1 report, I declare a quorum present and the meeting
duly convened. Lisa, please file notice and postal
2
3 receipts for mailing with the records ~~f this meeting.
4 MR. MUMMA: Who is goin~~ to file a
notice?
5
MR. ZEITER: Lisa is.
6
MR . MUMMA: Under what authority?
7
8 CHAIRMAN: As Secretary of this
9 meeting.
MR. VALE: Note our obj~=_ction to the
10
11 report of the Judge of Election on the grounds
~ previously stated.
13 MR. ZEITER: Just so thy? record is
14 clear, apart from your objection that i:he meeting is
15 not lawfully called and convened, are ?you suggesting
16 that we lack a quorum when you are conicending that
17 your client can vote a large portion o:E the stock?
18 MR. MUMMA: I am not contending that
19 you lack a quorum, I am contending that they have
~ illegally transferred shares of the corporation to the
21 estate who subsequently transferred shares improperly
~ to the Chairman and that you are going to vote shares
~ and are attempting to vote shares that you don't own.
~ MR. ZEITER: Your position is that you
~ can vote them in your capacity as an o:Eficer of
GEIGER & LORIA REPORTING SERVICE. INC.. 1000 MARKET ST.. HBG. PA 171Ci1 717.234-2109 PA 1-800-222-GLRS
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1 Pennsylvania Supply Company, isn't that right?
I just want the record 'to be clear
2
3 whether you are saying there is somebody outside of
4 this room and off of this phone call wlZO today, under
your theory, has the right to vote there shares.
5
6 MR. MUMMA: Tony Vale has the right to
vote those shares as my proxy for this meeting. I ca n
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8 vote them because the meeting does not provide for a
9 telephone vote. I think it is very nice of you to let
10 me participate in it, but the vote of i~he stock will
11 have to be done by my proxy.
MR. ZEITER: I think it is clear then
12
that one way or another that all sharer of this
13
14 corporation are represented at this meE:ting although
15 there is a dispute as to which humans Yiave the right
16 to vote those shares.
17 MR. MUMMA: That is my c~uestion, David,
18 that I couldn't get an answer to, what is your
19 position? At the last meeting when I asked this
~ question about what happened to the 11G0 shares,
21 nobody would give me an answer.
~ MR. ZEITER: We still az-e not giving
~ you an answer, we are just saying if your view is
~ right --
~ MR. MUMMA: Then don't a.sk me t o agree
GEIGER ~ LORIA REPORTING SERVICE. INC.. 1000 MARKET ST.. HBG. PA 17101 717-234-2109 PA 1-500-222-GLRS
16
that all shares are being voted.
1
MR. ZEITER: I didn't s~~y voted. Let's
2
3 take it a step at a time. All shares a.re represented.
4 Somebody in this family has the right t:o vote those
5 shares. There may be a disagreement over which members
6 may do so, but all the family members sere on this
7 phone conversation.
8 MR. MUMMA: Babs is not there.
9 MR. ZEITER: Her proxy is here for all
10 her shares.
11 MR. VALE: For the recoz~d, those 1100
~ shares, at least on the transfer records of the
company purport to have been transf errE~d to MRA
13
14 Associates as tennants in common; that was the first
15 transfer from Kim Company.
16 MR. MUMMA: Are those cE~rtificates
17 signed in any way?
18 MR. VALE: Kim Company's. certificates
19 are not endorsed.
~ CHAIRMAN: The minutes of the
21 immediately preceding meeting of the shareholders of
~ the company have been prepared and may be examined by
~ any shareholder, proxy of a shareholde z' a t the
~ Secretary's desk in this room.
~ MR. VALE: Bob, do you ~n~ant the minutes
GEIGER & LORIA REPORTING SERVICE. INC.. 1000 MARKET ST.. HBG. PA 17101 717-234-2109 PA 1-800.222-GLRS
CERTIFICATE OF SERVICE
I, Robert M. Mumma, II, pro se, do hereby certify that I caused a copy of the foregoing
Praecipe to be served this date by U.S. Mail, first class, postage prepaid, ,addressed to:
George B. Faller, Jr., Esquire
No V. Otto, III, Esquire
Martson Law Offices
10 East High Street
Carlisle, PA 17013
Brady Green, Esquire
Morgan, Lewis & Bockius, LLP
1701 Market Street
Philadelphia, PA 19103-2921
Ralph Jacobs, Esquire
1515 Market Street -Suite 705
Philadelphia, PA 19102
Linda Mumma Roth
PO Box 480
Mechanicsburg, PA 17055
Joseph D. Buckley, Esquire
Court-Appointed Auditor
1237 Holly Pike
Carlisle, PA 17013
~ f / / / / t //..
DATE: December 24, 2008 BY: `' ' ~~~~{'~` `{~r ~C/i
obert M. r/fumma, II
Box F
Grantham,l'A 17027
717-612-9720
PROSE
r-~
r -~
1 f-1
17
1 of the last meeting read, they are not proposing to
take any action on the minutes at this meeting.
MR. MUMMA: I would 1 ike to read them
3
4 because I would like to hear whether or not they
properly addressed the objections that I raised
5
6 those objections are documented.
MR. VALE: It is one page, I will read
7
8 it to you. "Minutes of annual shareholders meeting of
Nine Ninety-Nine, December 27, 1988. The meeting was
9
10 called to order at 9:30 a.m in the Keystone Room at
11 the Penn Harris Motor Inn, Camp Hill, Pennsylvania,
~ by Kim Mumma as Chairman of the meeting. Kim Mumma
requested that Lisa Morgan serve as acting Secretary
13
14 for the meeting. There were present in person the
15 following shareholders constituting a quorum for the
16 meeting. Kim Mumma, Robert M. Mumma, II, Barbara
17 McClure, Linda Roth and Lisa Morgan. Also present by
18 consent of sharholders were David Landrey, William
19 Zeiter and Rich Stevenson.
~ "A motion was made by Kim Mumma and
21 seconded by Lisa Morgan to dispense with the reading
~ of the minutes of the previous meeting of the
~ shareholders. The motion was unanimously carried and
it was further agreed that such minutes would be
~ circulated later to the shareholders."
GEIGER & LORIA REPORTING SERVICE, INC., 1000 MARKET ST.. HBG. PA 17101 717-234-2109 PA 1-800-222-GLRS
18
1 MR. MUMMA: I object: to that.
MR. ZEITER: The purpose is to get your
3 objection on the record.
4 MR. MUMMA: I absolutely object to the
fact that they offered to read the minutes of the
5
6 previous meeting. I particularly asked for that and
7 they said that they would make them available later.
8 MR. VALE: Continuing to read the
9 minutes, "A motion was made by Lisa Morgan and
10 seconded by Kim Mumma that the Board of Directors be
11 four in number; the motion was carz-ied.
~ Kim Mumma appointed David Landrey as
13 the Judge of Election for the election of directors" --
14 MR. MUMMA: Tony, I disagree with that,
15 they took the position that it was to be four in
16 number and I raised the issue that previously there
17 has been as many as six directors of the corporation.
18 And that presently it was my understanding that there
19 were five directors of the corporation.
~ MR. VALE: Your objection is noted.
21 "The following slate was nominated by Lisa Morgan and
~ seconded by Kim Mumma: Kim Mumma, Lisa Morgan, Barbara
~ McClure and Linda Roth. Robert Mumma nomminated
~ himself and was seconded by Barbara McClure.
~ "After the vote of the shareholders,
GEIGER & LORIA REPORTING SERVICE, INC., 1000 MARKET ST.. HBG. PA 17101 717.234-2109 PA 1.800-222-GLRS
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1 David Landrey as Judge of Elections, announced the
election of a new Board of directors as follows; Kim
2
3 Mumma, Lisa Morgan, Robert Mumma, II and Linda Roth.
4 After discussion it was unanimousl y
5 agreed by the shareholders to hold a new election for
6 directors."
MR. MUMMA: Not true. Mr. Landrey made
7
8 the point that because Mrs. McClure had refused to
9 vote for the slate, and it should also be noted that
10 Mrs. Roth abstained, that Mr. Landrey, as Judge of
11 Election, determined that Mrs. McClure, even though
~ she had the same number of votes as the other four
people proposed by the slate, would not be allowed to
13
14 serve on the Board. I raised the question of how he
15 could justify that action and they then decided they
16 would convene and hold a meeting outside of the room.
17 I would like to put on the record that
18 both Mr. Zeiter and Mr. Landrey attempted to railroad
19 this decision on this election of the Board,
~ completely misinformed both my sister Linda and
21 Babs as to what their rights were, and refused to
~ explain the voting to them or how many shares it would
~ take for them to assure themselves a seat on the
~ Board.
~ MR. VALE: Shall I continue, Bob?
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20
MR. MUMMA: Yes.
1
MR. VALE: "A motion was made by Lisa
3 Morgan and seconded by Kim Mumma that the Board of
4 Directors be five in number. The motion was
unanimously carried. A motion was made by Lisa Morgan
5
6 that voting be by secret, written ballot, the motion
7 was seconded by Kim Mumma and was unanimously carried.
8 After the vote of the shareholders by secret, written
9 ballot, David Landrey as Judge of Election announced
10 the election of a new Board of Directors as follows:
11 Kim Mumma, Lisa Morgan, Ron Katzman, Robert Mumma, II
~ and Barbara McClure."
13 MR. MUMMA: I would like to object on
14 two grounds. First of all, the notice that was sent
15 out for the annual meeting specifically called for
16 the election of four directors, the bylaws called for
17 four directors. I think that there was insufficient
18 notice given for a change in the bylaws; there should
19 have been a ten-day notice for that. Number two, I
~ object to the way the election was held because -- and
21 I will repeat, Mr. Zeiter refused to give Linda or
~ Babs any information as to how many votes it would
~ take to be elected to the Board.
~ MR. VALE: Shall I continue, Bob?
~ MR. MUMMA: Yes.
GEIGER & LORIA REPORTING SERVICE. INC., 1000 MARKET ST.. HBG. PA 17101 717-234-2109 PA 1-800-222-GLRS
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MR. VALE: "Kim Mumma then presented a
1
financial update on the company, a motion was made by
2
Robert Mumma to distribute financial statements to the
3
4 shareholders, the motion failed fo:r a lack of a
second. At the request of Kim Mumma, David Landrey
5
6 then presented a letter of intent to the shareholders.
7 Being no further business, the meeting was adjourned."
8 It is signed by Lisa Morgan, Acting Secretary.
MR. MUMMA: I would like to say this,
9
10 that according to the bylaws, every shareholder shall
11 have a right to examine in person or by agent or
~ attorney at any reasonable time or times, for any
13 reasonable purpose, the share register, books, records
14 of account and records of the proceeding of the
15 shareholders and directors and make extracts therefrom."
16 Those were not made available at t:he meeting.
17 MR. VALE: Bob, would you 1 ike to make
18 any other objections or comment with respect to those
19 proposed minutes?
MR. MUMMA: Yes, the other thing is,
2D
21 that it is required that a full disclosure of the
~ financial condition of the corporation be made at the
~ annual meeting and it is Paragraph 39. "The President
~ and Board of Directors shall present at each annual
~ meeting a full and complete statement of the business
GEIGER & LORIA REPORTING SERVICE. INC.. 1000 MARKET ST.. HBG. PA 17101 717.234-2109 PA 1-800-222-GLRS
22
1 and affairs of the corporation for the preceding
year. Such statement shall be prepared and presented
3 in whatever manner the Board of Directors shall deem
4 advisable and need not be verified by certified public
accountant." Certainly pulling five lines from a
5
6 financial statement that gives no imp ortant
information fails to meet this requirement.
7
8 I would also say that the information
9 was not given by the President or Board of Directors, but
10 rather by Mr. Landr ey who is neither.
11 CHAIRMAN: This meeting has been called
~ to consider and take action upon the following
13 matters:
14 a. The repeal of tYie existing bylaws
15 of the company and an adoption of the new bylaws in
16 the form of accompanying and the notice of the meeting
17 (Proposal No. 1).
18 b. The adoption of the resolution of
19 the new bylaws fixing the number of directors of the
~ company (Proposal No. 2).
21 c. The adoption c, of the resolution
~ immediately removing the entire Board of Directors of
~ the company without assignment of any cause and the
~ provision for immediate election of the shareholders
~ to fill the vacancies thus created (Proposal No. 3).
GEIGER & LORIA REPORTING SERVICE. INC.. 1000 MARKET ST.. HBG. PA 17101 717-234-2109 PA 1-800-222-GLRS
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d. The election of the new number of
1
directors contemplated by Proposal No. 2, as finally
2
adopted by this meeting (proposal No. 4).
3
Because of the interrelated nature of
4
the matters, we will proceed sequentially through this
5
6 agenda, discussing and taking a vote on each propsal
7 before proceeding to consider and take action on a
S succeeding proposal. At the conclusion of the
consideration of each proposal, the polls will then be
9
open to vote on that matter and ballots will be
10
11 distributed to anyone who wishes to vote by ballot.
We will treat each proposal as having been made by me
12
13 and seconded by Lisa in our dual capacities as
14 fiduciary and individual shareholders
15 of the company.
16 We will proceed now to a consideration
17 of Proposal No. 1, which reads as follows:
18 MR. MUMMA: Under the bylaws of the
19 corporation the election of directars clearly states,
~ "They shall be elected by the shareholders at the
21 annual meeting of shareholders of the Corporation, and
~ each director shall be elected for the term of one
~ year and shall not hold over beyond his .term of
~ office."
~ CHAIRMAN: We are not electing the
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24
1 directors at this one.
MR. MUMMA: I would submit to you that
3 if you are not willing to concede that there were four
~ directors present from the last annual election --
5 are you saying that you agree with that?
6 CHAIRMAN: I am not taking any position
on that.
7
8 MR. MUMMA: Then there are no directors
9 and there are no officers of the corporation.
10 CHAIRMAN: We will proceed now.
11 Resolved, that effective upon the adoption of this
~ resolution the existing bylaws of the company be and
13 they are hereby repealed and new bylaws be and they
14 are hereby adopted as the bylaws of the company in the
15 form submitted to this meeting. Copies of the new
16 bylaws were included in the notice of this meeting
17 and a copy is available for inspection at the desk.
18 MR. ZEITER: Bob, we want you to
19 understand that there has been one change in the form
~ of bylaws than those distributed. The original form
21 of bylaws that I distributed had the fiscal year of
~ the corporation beginning on October 1st of each
~ year because I copied them out of the old by form
~ that we had for Nine-Ninety Nine. We discovered that
~ for a number of years, the corporation has been using
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25
r-~
1
3
4
5
6
7
8
9
10
11
12
r ~ 13
14
15
16
17
18
19
20
21
22
23
24
25
~~
a fiscal year beginning July 1, rather than October 1,
and so, therefore, the form of by that is on the
desk here now and which will be voted on has an inked
in change changing the fiscal year to read beginning
July 1 of each year.
MR. MUMMA: I would object to certainly
on notice, I haven't received that.
CHAIRMAN: If there is no discussion o n
this proposal, we will proceed to vote by ballot.
MR. MUMMA: I am objecting that you
changed what you sent out.
MR. VALE: I would like to have a
statement by the proponants of the resolution as to
the reasons for the resolution.
MR. ZEITER: There is no need for that.
CHAIRMAN: There is no need for that.
MR. VALE: The shareholders are not
entitled to any reasons for the change in the bylaws?
MR. ZEITER: Other than they want the
new bylaws, that is a statutory right.
MR. VALE: I am simply asking as a
representative of a shareholder, we are entitled to
receive any indication for the reasons for the change
in the bylaws.
MR. ZEITER: To adopt a new set of
GEIGER & LORIA REPORTING SERVICE. INC.. 1000 MARKET ST.. HBG. PA 17101 717-234-2109 PA 1-800.222-GLRS
26
1 bylaws that reads dif ferently than the old set.
MR. VALE: Would yo ti like to tell the
3 shareholders what the signif icant changes are in the
4 bylaws that is being proposed as compared to the old
bylaws.
5
6 MR. ZEITER: It is our position that
7 since your client is represented by counsel, you are
8 in the best position to compare the old bylaws and
9 new bylaws and advise your client on the difference.
MR. VALE: Let me paint out that it
10
11 aPPears to me that the new bylaws provide for a
~ reduction in the number of directors , and we have
13 heard no reason why that should take place. It also
14 appears to me that the proposed bylaws provide for a
15 a higher standard of liability for directors, which I
16 have heard no reasons as to why that should be in the
17 best interest of the corporation. I would invite
18 comment on that.
19 MR. ZEITER: I certainly will comment
~ on that. Almost all lawyers in this state are
21 extremely well aware of the legislation in 1986 caused
~ by the crisis in directors' and officers' liability
~ insurance. There were wide-spread courses taught by
~ the Pennsylvania Bar Institute, it was a matter of
~ great notoriety almost to the equi~,relant of a war or a
GEIGER & LORIA REPORTING SERVICE. INC.. 1000 MARKET ST.. HBG. PA 17101 717-234-2109 PA 1-800-222-GLRS
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1 flood, and a vast portion of Penn Sylvania
corporations, including most country clubs, and many
2
religious institutions, to which almost all people in
3
4 the state are participants, have now changed their
bylaws to take the benefit of the so-called Directors
5
Liability Act. I am conf ident that: someone in the
6
firm that represents Mr. Mumma is well advised on the
7
subject of the Director's Liability Act and the
8
9 desirability or not of a corporation adopting such a
provision in its bylaws as was submitted by the
10
11 legislature in the 1986 legislation.
MR. MUMMA: I would like to ask what
12
13 the new bylaws provide for the election of
14 directors, what the language is?
15 MR. ZEITER: The new bylaws provide
16 that the number of directors shall be always three or
17 more and that number shall be fixed by resolution
18 either of the shareholders or of the Board of
19 Directors. At a subsequent point i.n this meeting, a
~ resolution fixing the number of directors will be
21 brought forward for consideration.
~ MR. VALE: Bob, they are proposing
~ three directors.
~ MR. MUMMA: They haven't finished yet.
~ When can you elect directors, what does the language
GEIGER & LORIA REPORTING SERVICE. INC.. 1000 MARKET ST.. HBG. PA 17101 717-234-2109 PA 1-800-222-GLRS
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1 say there, Tony?
MR. ZEITER: What we are going to do
3 today is we are going to elect directors as a result
4 of the removal of incumbent directors --
5 MR. MUMMA: What does the language of
6 the new bylaws that you are anticipating to use say
7 about the election of directors?
8 MR. VALE: It says, "That any special
9 meeting called for the purpose of removing or electing
10 directors, the entire Board of Directors or a part of
11 the Board where the Board is classified with the power
~ to elect directors, or any individual director may be
13 removed from off ice without assigning any cause by the
14 vote of shareholders entitled to cast at least a
15 majority of the votes which all shareholders would be
16 entitled to cast at any annual election of directors
17 or such class of directors.
18 MR. MUMMA: Tony, what does it say in
19 there about the normal routine in election of
~ directors, does it parallel the language that we
21 already have that says they shall be elected at the
~ annual meeting of the shareholders for a year?
~ MR. VALE: Yes, I am almost sure it
~ does say that.
~ MR. MUMMA: This isn't the annual
GEIGER & LORIA REPORTING SERVICE. INC.. 1000 MARKET ST.. HBG. PA 17101 717-234-2109 PA 1-800-222-GLRS
29
r -~
n
1 meeting of the shareholders.
MR. ZEITER: The present issue at this
2
3 moment. In this meeting is not whether or not we are
4 going to elect to remove directors, it is whether we
are going to adopt new bylaws.
5
6 MR. MUMMA: It is the language that yo u
have written into the bylaws that we are voting on.
7
MR. ZEITER: Certainly.
8
9 MR. MUMMA: I am trying to find out
10 what the language provides for. Are you telling me it
11 is the same as we already had for the election of
~ directors, does it say they shall hold office for one
13 Year?
14 MR. VALE: This new provision provides
15 for the removal of the entire Board of Directors at a
16 special meeting, that I believe is new.
17 MR . MUMMA : Tha t i s new .
18 MR. ZEITER: Let's get it clear, it is
18 new in the bylaws, but there is a statutory provision
~ since 1933 in the statute that would override any
~1 inconsistent by that gives a statutory right to
~ the majority shareholders to remove the entire Board.
~ All that is happening with respect to this one
~ limited aspect that we are now discussing is to copy
~ into the new bylaws the wording of the existing
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1 language of the Business Corporation Law. I don't
want to mislead you on that.
MR. MUMMA: I was elected to serve for
3
4 a year --
MR. ZEITER: Subject to removal.
5
6 MR. MUMMA: It doesn't say that --
MR. ZEITER: The statute says that.
7
8 MR. VALE: I was going to say I reserve
9 my position on whether the statute overrides the
10 existing bylaws with respect to special meetings for
11 the removal of the entire Board.
MR. MUMMA: The question I would have,
12
13 Tony, it may be that the statute gives you the right or
14 makes it legal to remove an entire Board, but that
15 doesn't necessarily mean that our bylaws can't
16 restrict that right. Is that what it says, that we
17 can't write bylaws that are more -- than the state
18 statute?
19 MR. ZEITER: It is my position that
~ until October 1st of 1989, it is impossible for
21 bylaws to be written that override that state
~ statute. We fought eight years in the legislature to
~ get that changed and it won't take effect until
~ October 1st. So as of now, there is no way to write a
~ bylaw that protects incumbent directors from being
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1 removed from office by a majority vote; after October
1st, that may be possible.
2
CHAIRMAN: I declare the polls open for
3
4 ballots in Proposal No. 1. Please deliver your
ballots to the Judge of Election.
5
MR. MUMMA: Tony, how many shares do
6
they say we are entitled to vote?
7
MR. VALE: 397.5392.
8
MR. MUMMA: How many shares do they say
9
10 the estate is entitled to vote?
11 MR. VALE: Technically it is the
~ Marital Trust, but 24 0.74 8.
13 MR. MUMMA: How many shares are they
14 saying Mrs. Mumma is allowed to vote?
15 MR. VALE: 534.7729.
16 MR. MUMMA: All of those shares, both
17 Marital Trust and hers came through Kim Company, is
18 that correct?
19 MR. VALE: No, that is not true.
~ MR. MUMMA: How ma ny shares came
21 through Kim Company?
~ MR. VALE: Well, I can't put my finger
~ on the number, but it would be the majority of them.
~ MR. MUMMA: It is 11.00 shares of the
~ convertible preferred --
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1 MR. VALE: Bob, I can tell you how many
shares that Pennsylvania Supply Company ought to own
2
3 of Nine Ninety-Nine on stock on a distribution from
4 Kim Company.
MR. MUMMA: They want to vote that plus
5
6 the 1100 shares of the convertible, right?
MR. VALE: This is the 99 shares that
7
8 would be held by Pennsylvania Supply Company on a
proper distribution from Kim Company that would be
9
10 723.2657 of common shares and 917.63825 of ten percent
11 convertible preferred.
~ Q So you are going to vote all of those
13 shares plus my shares against the motion?
14 A Yes, of course, you recognize, Bob,
15 that the number of shares that the shareholder list
16 states that you have would exceed the number that you
17 would have i f --
18 MR. MUMMA: Excuse me, 3 34 of --
19 MR. VALE: It would be sl ightly
~ different. Well, I am going to ask the Judge of
21 Election to vote those Pennsylvania Supply Company
~ shares on behalf of Mr. Mumma.
~ MR. MUMMA: Particularly with respect
~ to the transfer of shares, review the certif icates
~ that they claim they are voting and the transfer book
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1 and make a determination as to whether or not those
shares, in his opinion, were properly transferred.
3 The bylaws clearly state that the certif icates must
4 be signed.
MR. ZEITER: For our purposes, we will
5
6 want to make a statement on the record in response and
we understand that Bob had certain offices in the
7
8 liquidated companies. We would like to get on the
record a statement by Kim as to whether or not --
9
10 assuming a judge in the future were to hold that these
11 shares are still in Kim or Pennsylvania Supply Company
~ and have not been 1 iquidated out to the indiv iduals
13 and the trust of the estate, is she prepared to vote
14 those shares as a surviving officer of the liquidated
15 Kim and Pennsylvania Supply Company.
16 MR. MUMMA: Which off ice are you saying
17 she survived?
18 CHAIRMAN: President.
19 MR. ZEITER: We are taking the position
~ that if those corporations were not, in fact,
21 liquidated, it is the position of our submission here on
~ this record that where a vice-president is attemting
to vote those shares one way, we are going to place on
~ the record a vote that is inconsistent directed by the
~ senior officer of the liquidating corporations present
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1 which is the President of the corporation, Kim Mumma.
MR. MUMMA: She was not the President.
2
MR. ZEITER: That is a fact that will
3
4 have to be determined.
MR. MUMMA: I determined that yesterday
5
6 from the minutes of the last Board of Directors
meeting.
7
8 MR. ZEITER: That will be a factor to
9 be determined. We are not conceding you are v ice-
10 president until we see the last minutes of the last
11 meeting of those liquidated corporations.
~ Are you ready to deposit your ballot?
13 MR. VALE: We haven' t had a decision
14 from the Judge of Election yet.
15 MR. LANDREY: Let me state for the
16 record that I believe the shareholders' 1 is t which has
17 been provided to this meeting is the correct list. I
18 have had several people from my law firm review the
19 books and records of the corporation. This list has
~ been prepared, they tell me they believe it is the
~1 correct list. I am prepared to rule that the ballots
~ will be accepted with the share voting based o n the
~ list that is in front of me, and that list has the
~ numbers that I believe have been prepared and
~ presented to this meeting, I believe, in addi tion,
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1 Tony, made available to you.
MR. MUMMA: Have you reviewed the
2
3 bylaws of the corporation, particularly the bylaws
4 with regards to the transfer of shares?
MR. LANDREY: I am familiar with the
5
6 bylaws of the corporation.
MR. MUMMA: Are you familiar with the
7
8 requirement that they be signed in order to be --
CHAIRMAN: Bob, you are out of order,
9
10 we are proceeding --
11 MR. MUMMA: I am asking the Judge of
~ Election a question, I have a right to do that.
MR. VALE: I think we can take it for
13
14 granted that the Judge of Election is familiar with
15 the bylaws and we can also state for the record, I am
16 now placing in front of him a share certif icate issued
17 to Kim Company for 867 common shares of Nine
18 Ninety-Nine stock that has cancelled written on it, but
19 which is not endorsed by anybody on the behalf of Kim
~ Compa ny and the same for 1100 shares of Kim Compa ny
21 ten percent preferred stock.
~ MR. VALE: Does the Judge of Election's
~ ruling stand?
~ MR. LANDREY: The Judge of
~ Election is not going to change his ruling.
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1 MR. VALE: Bob, I am voting your shares
~ against -- I am going to write in the number of votes
3 that the Judge of Election maintains that you have, of
4 course, under protest.
MR. MUMMA: I would also write on the
5
6 ballot the votes that we are voting for Pennsylvania
7 Supply Company or submit a separate ballot, but I
8 would like that ballot to be part of the record. Just
so if a judge decides we are right, we don't have to
9
10 have another meeting, they have a ballot and they know
11 how we voted .
~ MR. VALE: I voted those 99 shares that
13 would be held by Pennsylvania Supply against, Bob.
14 MR. LANDREY: For the record, I have
15 received from Mr. Vale a ballot of Proposal No 1 which
16 contains Mr. Vale's signatures which states that the
17 number of shares voted against Proposal No. 1 amount
18 to 97.5392, signed by Mr. Vale as attorney for Robert
19 M. Mumma, II. There is a statement at the bottom of
~ the ballot, which I don't accept, though I have
21 accepted the proper part of the bal lot itself and for
~ the record, the statement, the surplus, the bottom
~ part of the ballot, if I am reading this correctly,
~ Mr. Vale, and if I am reading it incorrectly, you will
~ so comment, says, "I vote 723.26578 common and
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~ r -~
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1 917.63825 ten percent preferred shares of Nine
2 Ninety-Nine owned by Pennsylvania Supply Company.
3 For the record, there has been a
4 dispute at the table with respect to the voting of the
shares if they had been owned by Pennsylvania Supply
5
6 Company and I as the Judge of Election found that they
7 are not for the purpose of this meeting. In the event
8 that they were, Kim, you have indicated a contrary
9 view, would you state that view.
10 CHAIRMAN: Yes, I vote that those
11 shares be reversed by --
~ MR. ZEITER: You would vote those
13 shares in favor of Proposal No. 1?
CHAIRMAN: Yes, in favor.
14
15 (Recess.)
16 MR. ZEITER: It is our understanding
17 that we recommended that after Pennsylvania Supply
18 Company and Kim Company were liquidated, that they
19 then should be dissolved, and that articles of
~ dissolution should be filed promptly after the
21 liquidation was completed. But you requested that the
~ technical corporate shares be kept alive in order that
~ you could use at some future point the name of
~ Pennsylvania Supply Company. It is for that reason
~ that Morgan, Lewis & Bockius has never filed the
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1 technical articles of dissolution because we
understood that we were under instructions, for your
benefit, not to do so.
3
4 MR. MUMMA: That is correct, that is
fine, that is perfect.
5
6 In regards to Kim Campany it was not
7 correct, I think they were going to file the articles
8 of dissolution, but not with regards to Pennsylvania
9 Supply Company, and that the name, Kim Compa ny, was
10 available for sale.
11 MR. LANDREY: From an examination of
~ the vote s cas t in person and by proxy i t appears tha t
13 the shareholders entitled to cast more than the
14 majority of the votes which all shareholders are
15 entitled to cast on Proposal No. 1, have voted in the
16 affirmative on the matter.
17 CHAIRMAN: On the basis of the Judge' s
18 report, I declare that the Proposal No. 1 has been
19 adopted.
~ MR. VALE: Bob, for the record, all
21 votes were cast in favor except Mr. Stevenson
~ abstained and we voted against. Bob, the new bylaws
~ having been adopted, you can vote directly yourself
~ from this point forward if you wish, to do so.
~ MR. MUMMA: We will have to take it
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1 case by case, the proxy lives on even if I decide to
vote personally on the phone. If they ask for a
2
ballot again --
3
4 MR. VALE: If they ask for a ballot, I
will execute it on your behalf.
5
6 CHAIRMAN: We will proceed now to a
consideration of the Proposal
7
8 No. 2 which reads as follows: "Resolved,
9 that effective upon the adoption of this resolution
10 and until otherwise provided by resolution of the
11 shareholders or of the Board of Directors of the
~ company, pursuant to Section 3.03 of the bylaws of
13 the company, the Board of Directors of the compa ny
14 shall consist of three directors .
15 MR. MUMMA: Could you read Section
16 3 •03.
MR. VALE: I only have the bylaws that
17
18 were attached to the notice, and I am told that these
19 may not be -- do we actually have the new bylaws?
~ Bob, what Mr. Zeiter is doing is
21 striking out the word October and writing in July
~ where it says fiscal year.
~ MR. MUMMA: But the bylaws that they
~ just adopted are the ones with October.
~ MR. ZEITER: We announced to you that
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1 the bylaws we are adopting had changed that.
MR. MUMMA: Then you didn't give proper
notice.
3
4 MR. VALE: Bob, that point is on the
record.
5
6 3.03 states as follows:
"The Board of Directors shall consist of such number
7
8 of directors as may be determined from time to time by
resolution of the shareholders or Board of Directors .
9
10 Each director shall serve until the next annual
11 meeting of the shareholders and until a successor has
~ been elected and qualified except in the event of
death, resignation or removal. The numbe r of
13
14 directors shall never be less than three except that
15 if all the shares of the corporation are owned
16 benef icially and of record by either one or two
17 shareholders, the number of directors may be less than
18 three, but not less than the number of shareholders."
19 So the current resolution, I believe, is pursuant to
~ that section and it proposes three directors. I would
21 ask for a statement by the proponants of the
~ resolution as to the reasons for selecting three
~ directors.
~ CHAIRMAN: I don't think it is
~ necessary to give that.
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r
~1
MR. VALE: Did you here that, Bob?
1
MR. MUMMA: I heard it.
CHAIRMAN: We will proceed to vote by
3
4 ballot, I declare the polls open for Proposal No 2.
Will you deliver your ballots to the Judge when you
5
6 have completed them.
MR. VALE: Bob, I will sign this ballot
7
8 on your behalf and vote against.
MR. MUMMA: Thank you, and you are
9
10 going to vote the shares of Pennsylvania Supply
11 Company?
MR. VALE: I will write the same
12
notation.
13
14 MR. LANDREY: The ballots that I have
15 in front of me show a vote in favor of 2699.1475.
16 Abstention, 395.3133. Votes opposed 397.5392. I
17 would note for the record the same statement I made
18 before with respect to the ballot that has been
19 delivered by Mr. Vale on behalf of Robert M. Mumma,
~ II.
21 CHAIRMAN: I would like to vote those
~ same shares for the adoption.
~ MR. LANDREY: In the event, Madame.
~ Chairman, that they were to be voted by the
~ Pennsylvania Supply Company, you would vote them for
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1 the adoption?
CHAIRMAN: Yes.
MR. MUMMA: I would like to go on the
3
4 record saying that you might as well ask the man on
the street how he would have voted. Mrs. Mumma was
5
6 not President of Pennsylvania Supply Company.
MR. LANDREY: Therefore, with the
7
8 respect to the ballots for Proposal No. 2., I would
make the same statement I made with respect to
9
10 Proposal No. 1. The ballot which has been submitted by
11 Mr. Vale on behalf of Robert M. Mumma, II, votes
~ 397.5392 shares opposed. There is language at the
13 bottom similar to the language which I read last time
14 which I regard as surplus.
15 From an examination of the votes cast
16 in person and by proxy it appears that shareholders
17 entitled to cast more than the majority of the votes,
18 which all shareholders present are entitled to cast
19 for Proposal No. 2, have voted in the affirmative on
~ the matter.
21 CHAIRMAN: On the basis of the Judge' s
~ report, I declare that Proposal No. 2 has been
~ adopted .
~ We will now proceed with consideration
~ for Proposal No. 3
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~~
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which reads as follows: "Resolved that effective upon
the adoption of this resolution, the entire Board of
Directors of the company be and it is hereby
removed from office without assignment of any
cause at this meeting shall thereupon immediately
proceed to the election of a new board of directors of
the company to hold office as provided by the bylaws
of the company.
MR. VALE: I would ask for the
statement of the proponent's reasons for this
resolution.
CHAIRMAN: I don't think it is
necessary.
MR. VALE: Anything you want to add,
Bob?
MR. MUMMA: Just that we object to the
whole proceeding, of course.
CHAIRMAN: We will proceed to vote now
by ballot, I declare the polls open for Proposal No.
3.
MR. LANDREY: With respect to Proposal
No. 3, the ballots that I have in front of me would
reflect that the Proposal had 2699.1475 votes in
favor, 395.3133 votes in abstention, 3917.5392 votes
opposed. Again, the ballot on Proposal No. 3, which
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1 has been signed by Mr. Vale as attorney in fact for
Robert M. Mumma, II, the negative vote already
2
3 referred to. Also there is a statement at the bottom,
4 which I have again regardged as surplus, this
statement as indicated in the other ballots states
5
6 that Mr. Vale, on behalf of Mr. Mumma as attorney in
7 fact is voting 723.26578 common and 917.63825 ten
8 percent preferred shares of Nine Ninety-Nine owned by
9 Pennsylvania Supply Company. Madam Chairman, do you
wish to make a statement with respect to that?
10
11 CHAIRMAN: I would 1 ike to vote those
~ shares of Pennsylvania Supply Company for the
13 resolution.
MR. LANDREY: In the event that those
14
15 shares were votable at this meeting by Pennsylvania
16 Supply Company, you would vote them in favor?
17 CHAIRMAN: Yes, I would.
18 MR. LANDREY: From an examination of
19 the votes cast in person and by proxy, it appears that
~ shareholders entitled to cast more than the majority
21 of the -- which all shareholders are entitled to cast on
~ Proposal No. 3 have voted in the affirmative on the
~ matter.
~ CHAIRMAN: On the basis of the Judge's
~ report, I declare that Proposal No. 3 has been adopted
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and we will now receive nominations for election of
directors of the company.
MS. MORGArd: Madam Chairman, I would
nominate for directors, Myself, Lisa Morgan, Barbara
Mck. Mumma and Linda Mumma Roth.
MR. MUMMA: I nominate myself, Robert
K. Blume and Barbara McClure.
CHAIRMAN: Are there any other
nominations?
(No response.)
CHAIRMAN: We have heard the
nominations, we will now proceed to vote.
CHAIRMAN: Would you, the Judge of
Election, please tally?
MR. LANDREY: This corporation, under
Pennsylvania Law has cumulative voting so that the
ballots have been prepared in that fashion by those
who chose to vote, therefore, the vote totals will be
different than the straight votes noted on the earlier
three proposals. The results of the election with
respect to the Proposal No. 4 for the election of
directors are that the elected directors of the
corporation are Kim Mumma, Lisa Morgan and Linda Roth,
they receiving the three highest vote totals. Again,
those vote totals, for the record, being for Kim
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1 Mumma, 2669.2050, for Lisa Morgan, 2,669.1475, for
Linda Roth, 2669 even. Bob Mumma received 1192.6176
votes. The other shares of the corporation abstained
3
4 from voting six votes for a director. The record
5 will also reflect that as transpired this morning
6 with respect to the other three ballots or the other
7 three proposals, the ballot I received from Mr. Vale
8 as attorney in fact for Mr. Mumma has a written
9 statement at the bottom which I regarded as
10 surplus. The written statement, which I will read
11 into the record says, "A. Vale, attorney in fact for R.M.
~ Mumma, II, in the event Mr. Mumma is entitled to vote
13 Pennsylvania S Co. Shares, I vote those shares
14 as follows: R.M. Mumma, II,
15 2461.356. R.K. Blume, 2461.356."
16 Madame Chairman, in the event that the
17 Pennsylvania Supply Company were entitled to vote
18 those shares, do you have a statement you would make
19 to that?
~ CHAIRMAN: Yes, I would like to vote
21 for the three directors, Lisa Morgan, Kim Mumma and
~ Barbara Mumma and Linda Roth.
~ MR. MUMMA: David, had Pennsylvania
~ Supply Company determined if Pennsylvania Supply
~ Company does own the shares and I am entitled to vote
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1 them, who would the Board of Directors be?
MR. VALE: Bob, I think it would be
2
3 yourself, Mr. Blume and your mother.
MR. LANDREY: The answer that Mr. Vale
4
gave you is correct, in the event that you were
5
entitled to vote them and that Mr. Vale has correctly
6
computed the numbers and cumulated them correctly, the
7
8 directors would be yourself, Mr. Blume and Kim Mumma
9 based on the vote totals I have here in front of me.
10 That assumes that the conclusion with respect to those
11 shares being voted by Pennsylvania Supply which I have
~ not recognized, and also assumes that the vote totals
13 received for Linda, Lisa and Kim would decrees
14 accordingly in the event that you were entitled to vote
15 those shares and that corporation entitled to vote
16 those shares.
17 CHAIRMAN: On the basis of the report
18 of the Judge of Election, Linda Roth, Lisa Morgan and
19 Barbara Mumma are hereby declared to be duly elected
~ directors of the company to hold off ice as provide in
21 the bylaws.
~ Lisa, will you please file in the
~ Minute Book copies of the notice of the meeting and
~ Judge's report.
~ Is there any further business to come
GEIGER & LORIA REPORTING SERVICE. INC.. 1000 MARKET ST.. HBG. P,A 17101 717-234.2109 PA 1-800-222-GLRS
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before this meeting?
1
(No response.)
CHAIRMAN: If there is no further
3
4 business, I therefore declare the meeting adjourned.
MR. VALE: I would just like to suggest
5
6 that we have attached to the transcript the
report of the Judge of Election and the
7
8 ballots that have been cast.
MR. ZEITER: We would ask that there be
9
10 attached to the report the notice of the meeting and
11 the copies of the return receipt requested forms.
12 I (The meeting was adjourned at-12:00 pm.)
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GEIGER & LORIA REPORTING SERVICE. INC.. 1000 MARKET ST.. HBG. PA 17101 717-234-2109 PA 1-800-222-GLRS
i I Nearby certify that the proceedings and
~~ evidence are contained fully and accurately in the
notes taker, by me on the within proceedings and that
:3
this copy is a correct transcript of the same.
----
L. Rothenberg
~ Reporter
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r.ele
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