HomeMy WebLinkAbout10-22-04 (2)IN RE: ESTATE OF
JOSEPH D. BRENNER, SR., JOSEPH D.
BRENNER, JR., and MARGARET B. BUSHEY,
Petitioners,
v.
MANUFACTURERS AND TRADERS TRUST
COMPANY, a New York corporation, DAVID C.
GORITY, an individual, and CURT R.
STAUFFER, an individual,
Respondents.
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY,
PENNSYLVANIA
ORPHANS' COURT DIVISION
No.21-2004-087
. _ -. =
;.
3 ~?
PETITIONERS' SUPPLEMENT TO HEARING BRIEF -
AS REQUESTED BY AUDITOR
~._p.J
In addition to their Hearing Brief, Petitioners submit the following specific
information as requested by Auditor James D. Bogar in his letter dated October 13, 2004.
I. Statement of Basic Facts
The following is a very brief rendition of the facts of this case. The specific facts
and allegations regarding each of Petitioners' claims are described in detail in Petitioners' Hearing
Brief. There are substantial, crucial factual disputes in this case, which will require credibility
assessment and resolution by the Auditor after seeing the evidence and hearing the testimony of
the witnesses.
This matter involves four trusts created by Petitioner Brenner Sr. and his wife Jane
Brenner (deceased). Brenner Sr. and M&T served as co-trustees on three of the trusts (known as
the "Children's Trusts"), and Bushey, Brenner Jr., and M&T served as co-trustees on one of the
trusts (known as the "Grandchildren's Trust"). All four trusts were originally funded entirely
with Amp, Inc. stock, which was acquired by Brenner Sr. during his forty-plus year career at
Amp, and which was converted to Tyco shares when Tyco purchased Amp in 1998. As of
June 11, 2002, Tyco shares constituted 100% of the assets in the Children's Trusts, and
approximately 60% of the assets in the Grandchildren's Trust.
Since 1997, Brenner Sr.'s physical and mental health have significantly declined.
Brenner Sr. suffers from hearing loss, vision loss, and dementia associated with his advanced
age. Respondent Gority has known Brenner Sr. for many years, and has been assigned to the
Brenner trusts since their inception. In 1998, Gority initiated a conversation with Petitioner
Bushey regarding Brenner Sr.'s condition, during which he suggested, and Bushey agreed, that
Bushey and Brenner Jr. should participate in all meetings going forward so that they could assist
their father. Thereafter, M&T made a practice of inviting Bushey and Brenner Jr., and Bushey
and Brenner Jr. made a practice of attending, all meetings with Brenner Sr.
Brenner Sr.'s physical and mental health continued to decline as he advanced in
age, but the mechanism to which Gority and Bushey (and subsequently Brenner Jr.) had agreed to
deal with Brenner Sr.'s reduced capacity worked successfully until June 2002. M&T had become
co-trustee on the Brenner accounts in fa112001 upon acquisition of another bank that had been
serving as co-trustee. David Gority remained assigned to the account, but M&T was more
concerned about diversification than its predecessors had been. In fact, unbeknownst to
Petitioners, M&T was considering resigning if Petitioners did not agree to diversify the
Children's Trusts and diversify to further the Grandchildren's Trust. In June 2002, negative
events at Tyco created an opportunity for M&T to try to attain the degree of diversification it
wanted to see in the trusts. Respondents not only seized this opportunity, but did so with little
regard for the co-trustees, except to the extent that they wanted the cover of the co-trustees'
superficial "consent" to M&T's plan.
On June 12, 2002, in abrogation of the long-standing agreement and practice,
Respondents held a meeting regarding Tyco with Brenner Sr. alone at M&T's offices.
Respondents did not advise Bushey or Brenner Jr. that the meeting was taking place. Without
the assistance of Bushey and Brenner Jr., or any accommodation by Respondents for that matter,
2
Brenner was unable to understand the course of action that Respondents endorsed, and did not
understand the plan he purportedly agreed to, which was the sale of one-third of the Tyco stock
in each of the Children's Trusts immediately and the entry of a stop loss order at $9.00 on all
remaining Tyco shares. Having secured his signature on two short written "authorizations,"
however, Respondents were satisfied and immediately entered the orders.
Respondent Gority then telephoned Petitioner Bushey and improperly pressured
her to agree to the plan that her father had purportedly consented to, although Gority did not
clearly explain that he was seeking her consent to apply the same plan to the Grandchildren's
Trust and, in fact, spent almost no time explaining the rationale for M&T's recommendation or
its benefits and disadvantages. Respondent Gority then placed a similar telephone call to
Brenner Jr., which was also very short and similar in nature, and during which he represented to
Brenner Jr. that Brenner Sr. and Bushey had already agreed and he should do the same. Both
Bushey and Brenner Jr. expressed disbelief that Brenner Sr. had agreed to the Tyco liquidation
plan referenced by Gority. However, Gority characterized it as a "done deal," did not provide
adequate information about the plan or its rationale for the co-trustees to make a meaningful
response, improperly pressured the co-trustees to assent immediately, and did not allow them the
time or opportunity to discuss the matter with each other (as they would and should have had that
morning if Respondents had advised Bushey and Brenner Jr. of the meeting). Gority also failed
to respond to Brenner Jr.'s specific concerns about the stop loss order, which he expressed on the
telephone with Gority, and told Gority he would call him back after speaking to Bushey and
Brenner Sr. Brenner Jr. spoke to Bushey and tried to reach Brenner Sr. immediately after getting
off the phone with Gority, and left Gority a message, but Gority was at lunch when he called and
did not timely return his call.
Again, having secured superficial "consent" to their plan, Respondents
immediately entered the orders on the Grandchildren's Trust (if they had not improperly done so
prior to speaking to Bushey and Brenner Jr.), without even waiting to hear back from Brenner Jr.
3
about the stop loss order. That same afternoon, Tyco's stock price fell below $9.00, causing the
complete liquidation of Tyco shares from all the trusts.
Petitioners ultimately removed their accounts from M&T and appointed a
successor trustee as a result of Respondents' conduct. However, M&T has refused to release the
trust assets so that they maybe appropriately reinvested by the successor trustee. M&T initially
ignored Respondents' requests altogether. More recently, M&T's counsel has made release of the
funds contingent on Petitioners signing a limited release.
II. Statement of Principal Issues of Liability and Damages
The principal issues regarding M&T's liability are (1) whether M&T breached its
fiduciary duties with respect to the Children's Trusts by liquidating the Tyco stock in those trusts
without adequate consent of the co-trustee, (2) whether M&T breached its fiduciary duties with
respect to the Grandchildren's Trust by liquidating the Tyco stock in those trusts without
adequate consent of the co-trustees, and (3) whether M&T breached its fiduciary duties to both
trusts by refusing to timely release the trust assets to the successor trustee.
The principal issues of liability regarding Gority and Stauffer are whether their
actions in early June 2002 aided and abetted M&T's breaches of fiduciary duty with respect to the
liquidation of Tyco stock from all four trusts on June 12, 2002. Gority and Stauffer are not
charged with aiding and abetting M&T's breach in refusing to release the trust assets to the
successor trustee.
The principal issues regarding damages is the proper measure and whether there
should be any offsets. Petitioners should be made whole by compensating them for the
difference between the price at which M&T sold the Tyco shares out of the trusts and the price at
which Tyco stock may be purchased on the date judgment is entered (or the date on which M&T
is required to release the trust assets to the successor trustee). Respondents argue that Petitioners
could have mitigated damages by repurchasing Tyco shares into the trust accounts, but
Petitioners do not have unilateral authority to reinvest the trusts assets, they exercised the
4
unilateral authority they do have to appoint a successor trustee to reinvest the assets, M&T would
not have allowed them to repurchase Tyco shares into the trust accounts while the accounts were
at M&T, and M&T has not released the trust assets so that the successor trustee may reinvest
them. Respondents argue that Petitioners breached their own fiduciary duties by not diversifying
the trusts prior to June 12, 2002, but there was no per se duty to diversify the assets in the trusts,
they appropriately considered diversification within the context of all the facts and
circumstances, and they acted in good faith on their best judgment.
Petitioners' specific arguments regarding the principal issues of liability and
damages are described in significantly greater detail in the Hearing Brief.
III. Summary of Legal Issues Regarding Admissibility of Evidence
Petitioners do not presently foresee any disputes regarding the admissibility of
evidence.
IV. List of Witnesses Petitioners Expect to Call
Petitioners expect to call the following witnesses to testify. Avery brief summary
of their expected testimony is provided as requested, without intending to limit their actual
testimony at the hearing.
Petitioner Joseph Brenner Sr., is expected to testify about the history of the
trusts, the decline in his physical and mental health, and the events of June 2002. Brenner Sr. is
expected to testify that he originally acquired the Amp stock used to fund the trusts while he was
employed at Amp and that such stock was subsequently converted to Tyco stock. Brenner Sr. is
expected to testify that he believed in the fundamental soundness of Amp and Tyco's businesses,
that he was concerned about the tax consequences of selling Tyco stock, that he was reluctant to
diversify Tyco shares in the trusts except in a disciplined and careful manner, and that he did not
know M&T was considering resigning as co-trustee over the diversification issue. Brenner Sr. is
expected to testify that his mental acuity has deteriorated in recent years, that he relies on others
to assist him with certain tasks, and that he in particular relies on Bushey and Brenner Jr. to assist
5
him with financial matters. Brenner Sr. is expected to testify that he could not hear the person on
the speakerphone clearly during the June 12 meeting, that he did not understand and still does not
understand what a stop loss order is or why it would be used in connection with the family trusts,
that he was not told and did not understand the rationale for the $9.00 trigger price for the stop
loss order, that he was not told and did not understand that the Blakely Trust was at issue on June
12, and that he did not understand the documents he was given to sign at the June 12 meeting.
2. Petitioner Margaret Bushey is expected to testify about her observations of
her father's physical and mental health, about the assistance she provides to her father, about her
attendance at meetings involving the family trusts, about her communications with Respondents
regarding diversification over time, and about her specific communications with Respondents in
June 2002. Bushey is expected to testify that her father's health and mental acuity has declined
substantially over time, that she provides him significant assistance with his financial and other
affairs, that she has made a practice of attending any substantive meetings about the trusts, that
she did so pursuant to an agreement she made with Gority in 1998 at his initiation, that she did
not know M&T was considering resigning over the diversification issue, that she was not invited
to the June 12 meeting, that she was shocked when Gority called on June 12 and told her what
her father had purportedly agreed to, that the telephone call was very short, that Gority did not
describe the rationale for the recommendation being made, that Gority did not discuss the tax
implications of the sale with her, that Gority did not make clear that he was asking for her
consent to a similar course of action for the Grandchildren's Trust, that Gority said it was a "done
deal," and that Gority did not give her an opportunity to talk to her father or brother before
making a decision. Bushey is expected to testify about her conversation with her father on the
afternoon of June 12 when she attempted to explain to him what had happened to the Tyco shares
in the trusts, and about subsequent attempts she has made to explain to her father how the Tyco
shares came to be sold out of the trusts. Bushey is expected to testify regarding the decision to
appoint a successor trustee to replace M&T and her unsuccessful attempts to get the assets
6
transferred.
3. Petitioner Joseph Brenner Jr., is expected to testify about his observations
of his father's physical and mental health, about his and Bushey's attendance at meetings
involving the family trusts, about his communications with Respondents regarding
diversification over time, and about his specific communications with Respondents in June 2002.
Brenner Jr. is expected to testify that he has witnessed a substantial decline in his father's
physical and mental abilities, that he made a practice of attending any substantive meetings about
the trusts with his father, that he did so in part because he understood there was an agreement to
that effect between Bushey and Gority, that he did not know M&T was considering resigning
over the diversification issue, that he was not invited to the meeting on June 12, that he was
extremely surprised when Gority called on June 12 and told him what his father and sister had
purportedly agreed to, that the telephone call was very short, that Gority did not describe the
rationale for the recommendation being made, that Gority did not discuss the tax implications of
the sale with him, that he told Gority he did not like the stop loss order and needed to talk to his
father and sister, that Gority did not respond to his concerns about the stop loss order or give him
an opportunity to talk to his father and sister before making a decision, that he subsequently
called Gority after talking to Bushey but had to leave a message because Gority was at lunch, and
that Gority did not return his call until after the stop loss order was executed and all the shares
sold.
4. Petitioners expect to call Dr. Joseph Brazel as a fact and expert witness.
Dr. Brawl is Joseph Brenner Sr.'s physician and has treated him for many years. Dr. Brawl is
expected to testify regarding his specific observations and diagnoses of Mr. Brenner, including
that Mr. Brenner suffers from hearing loss, vision problems, and dementia associated with his
advanced age. Dr. Brawl is expected to testify that Mr. Brenner does not have, and did not have
in June 2002, sufficient mental capacity to give consent for medical treatment or to conduct
business affairs.
7
Petitioners expect to call David Steele as an expert witness on fiduciary
issues. Petitioners will provide Mr. Steele's credentials at the hearing. Mr. Steele is expected to
testify regarding the standard of care for the conduct of a trust officer, and to testify that it is his
opinion, assuming the facts alleged by Petitioners are true, that Respondents breached their
fiduciary duties in connection with the four trusts through their conduct leading up to and on
June 12, 2002, and their subsequent failure to release the trust assets to the successor trustee.
6. Petitioners expect to call James P. Quinlan as an expert witness.
Petitioners will provide Mr. Quinlan's credentials at the hearing. Mr. Quinlan is expected to
testify regarding the purpose and function of a stop loss order, alternatives to the use of a stop
loss order, the factors that should be considered prior to recommending a stop loss order or
setting the trigger price for a stop loss order, and how a stop loss order should be presented to a
client. Mr. Quinlan is expected to testify that, based on the deposition transcripts and documents
in this case, Respondents do not appear to have adequately evaluated the appropriateness of a
$9.00 stop loss order prior to recommending it, and do not appear to have provided Petitioners
with sufficient information to meaningfully respond to the recommendation.
7. There are also several witnesses who Petitioners will call to testify if they
are present at the hearing and not otherwise called by Respondents. If present and not called to
testify by Respondents, Petitioners will call John Klubosicky, Dan Magee, and Cornell Babcock.
John Klubosicky attended by telephone the June 12, 2002, meeting between Gority, Stauffer, and
Brenner Sr., and can also testify regarding M&T's policies, including that the sell order issued by
M&T's analysts was not discretionary and that Tyco stock could not have been repurchased into
the trust accounts. Dan Magee and Cornell Babcock had no direct contact with Petitioners, but
can testify regarding M&T's internal processes and policies, both generally and specifically in
connection with the Brenner accounts. Petitioners will also call David Gority and Curt Stauffer
to testify in the unlikely event that they are not called by Respondents. If any of the persons
named in this paragraph are not present at the hearing, Petitioners will enter their deposition
8
testimony into the record.
V. List of Exhibits Petitioners Expect to Enter
Petitioners expect to enter some or all of the following exhibits at trial.
• Amendment and Restatement to Declaration of Trust, dated 11/23/94. Amends and restates
document creating Children's Trusts. No Bates number.
• Irrevocable Agreement of Trust, dated 11/23/94. Creates Grandchildren's Trust. No Bates
number.
• Letter from David Gority (Farmers Trust), to Mr. & Mrs. Brenner, dated 11 /29/94, regarding
bank's administration of Grandchildren's Trust. M&T 01268.
• Letter from Nancy Blakely to Financial Trust Services Company, dated 9/8/98, regarding
tender offer and Blakely Trust. M&T 01362.
• Letter from Joseph Brenner Sr. to Financial Trust Services Company, dated 9/8/98, regarding
tender offer and Jane "C" Trust. M&T 01784.
• Letter from Joseph Brenner Sr. to Financial Trust Services Company, dated 9/8/98, regarding
tender offer and Jane "B" Trust. M&T 01786.
• Account review information regarding Jane "C" Trust, dated 9/11/98. M&T 017123.
• Letter from David Gority, to Joseph Brenner Jr. and Margaret Bushey, dated 11/16/98,
regarding Amp tender. M&T 200391.
• Account review information regarding Grandchildren's Trust, dated 2/18/99. M&T 01270 -
01272.
• Recommendation to liquidate 20% of Tyco shares in Grandchildren's Trust, dated c. 6/21/99.
M&T 01249.
• Fax from Sheryl Hoff, to David Gority, dated 7/1/99, regarding Brenner analysis.
• Letter from David Gority to Margaret Bushey and Joseph Brenner Jr., dated 7/16/99,
regarding sale of 11,116 shares of Tyco stock from Grandchildren's Trust. M&T 01264.
• Direction to liquidate 40% of Tyco shares in Grandchildren's Trust, dated c. 7/19/99. M&T
01245.
• Account review information regarding Jane "B" Trust, dated 9/28/99. M&T 01828.
• Account review information regarding Jane "C" Trust, dated 1/21/00. M&T 01715.
• Account review information regarding Grandchildren's Trust, dated 1/21/00. M&T 01273.
• Information regarding sale of 11,116 Tyco shares from Grandchildren's Trust, dated 2/17/00.
M&T 01196.
9
• Account review information regarding Grandchildren's Trust, dated 1/21/00. M&T 01273.
• Three letters from Joseph Brenner to Keystone Financial, dated 8/20/00, regarding retention
of Tyco shares in the Jane "B," Jane "C," and Blakely Trusts. M&T 01838, M&T 01933, and
M&T 01357.
• Account review information regarding Jane "B" Trust, dated 9/15/00. M&T 01824.
• Memorandum from David Gority regarding Children's and Grandchildren's Trusts, dated
1/2/01. M&T 200386-90.
• Memorandum from Curt Stauffer to Bud Babcock, cc'd to David Gority, dated 1/11/O1, re
Brenner Family Trust Accounts. M&T 200384-85.
• Durable General Power of Attorney for Joseph Brenner Sr., dated 3/28/01, with handwritten
note "JD & JW Brenner 1075." M&T 01174 - 001181.
• Durable General Power of Attorney for Joseph Brenner Sr., dated 3/28/01, with handwritten
note "Jane Brenner C 1075." M&T 01671- 01678.
• Policy Exception Report for Blakely Trust, dated 6/13/01. No Bates.
• Email from Curt Stauffer to David Gority, cc Dan Magee, dated 8/10/01, regarding Brenner.
• Handwritten note re: Brenner Accounts, dated 9/10/01. M&T 200021.
• Brenner Accounts Tyco International Reduction Plan, dated 9/11/01. M&T 200006 - 200008.
• Brenner Accounts Tyco International Reduction Plan, dated 9/11/01, with handwritten notes.
M&T 200374 - 200375.
• Brenner Family Trust Accounts, with handwritten notes and attached documents, undated.
M&T 200376 - 200383.
• Policy Exception Report, dated 9/18/01, regarding Jane "B" Trust. M&T 01822 - 01823.
• Policy Exception Report, dated 9/18/01, regarding Jane "C" Trust. M&T 01721 - 01722.
• Handwritten Note re: Brenner account, dated 9/21/01. M&T 200022.
• Brenner Accounts Tyco Concentration Strategies, dated 9/21/01. M&T 200002 - 200005.
• Brenner Accounts Tyco Concentration Strategies, dated 9/21/01, with handwritten notes. M&T
200333 - 200335.
• Account review information, dated 9/21/01, regarding Jane "B" Trust. M&T 01819.
• Account review information, dated 9/21/01, regarding Jane "C" Trust. M&T 01718.
• Brenner Family Accounts Tyco International Concentration Plan presentation, dated 11/13/01.
M&T 01201 - 01231.
10
• Memo from David Gority to file regarding Tyco Concentration Mtg 11-13-01, dated 11/14/01.
M&T 01256.
• Email from David Gority to Lynette Berger, dated 11/14/01, and attached documents, regarding
Brenner Family Trusts. M&T 200326 - 200332.
• Letter from David Gority to Joseph Brenner Sr., cc to Margaret Bushey, Joseph Brenner Jr., and Curt
Stauffer, regarding Children's Trusts, dated 2/1/02. No Bates.
• Handwritten note re: "Call to Curt," dated 2/8/02. M&T 200023.
• Letter from Curt Stauffer to Joseph Brenner Sr., cc to Margaret Bushey, Joseph Brenner Jr., and
David Gority, dated 8/16/02, regarding Tyco. No Bates.
• Email from Curt Stauffer to John Klobusicky, dated 5/6/02, regarding concentration holdings.
M&T 1911?.
• Memo from T. Pierce, J. Thorne, and K. Hanrahan, to M&T Asset Management Group to M&T
Asset, dated 6/7/02, regarding Changes to the Large-Cap Core (Icblend) Model. M&T 200269.
• Harris Insight, dated 6/10/02, regarding Tyco stock. M&T 1953 - 1954.
• Letter from Joseph Brenner Sr. to M&T, dated 6/12/02, regarding liquidation of Tyco shares from
Jane "B" and Jane "C" Trusts. M&T 01940.
• Letter from Joseph Brenner Sr. to M&T, dated 6/12/02, regarding liquidation of Tyco shares from
Blakely Trust. M&T 01389.
• Fax from Merrill Lynch, dated 9/12/02, regarding sale of Tyco stock on 6/12/02. No Bates.
• Stop loss order, dated 6/12/02, regarding Children's and Grandchildren's Trusts. No Bates.
• Letter from David Gority to Margaret Bushey and Joseph Brenner Jr., dated 6/12/02,
regarding written authorization for sale of Tyco shares from Grandchildren's Trust. No Bates
• Letter from Curt Stauffer to Joseph Brenner Sr., dated 6/13/02, regarding sales of Tyco stock.
No Bates.
• Letter from Gority to Bushey re: Trust Documentation, dated 6/13/02. No Bates.
• Trade documentation, dated 6/14/02, regarding Jane "B" Trust. No Bates.
• Trade documentation, dated 6/14/02, regarding Jane "C" Trust. No Bates.
• Email from Curt Stauffer to John Klobusicky, dated 6/19/02, regarding Brenner Update.
M&T 200036.
• Email from Dan Magee to John Klobusicky, dated 6/19/02, regarding call to Bushey and
Brenner Jr. M&T 200001.
• Chronology of Event and Contact with the Brenner Family, by Curt Stauffer and David
Gority, dated 6/7/02. M&T 200302 - 200305.
11
• Email from James Mikosz to Bill Dwyer and John Klobusicky, dated 6/19/02 regarding
Brenner Update. M&T 200283.
• Trade documentation, dated 6/30/02, regarding Children's and Grandchildren's Trusts. No
Bates.
• Email from David Gority to Cornell Babcock, dated 7/3/02, regarding Brenner accounts.
M&T 200290.
• Selected Documents from Curt Stauffer's personnel file, various dates. No Bates.
• Unsigned letter from John Klobusicky to Margaret Bushey and Joseph Brenner Jr., dated
1/9/03, regarding Grandchildren's Trust. M&T 200027 - 200030.
• Unsigned letter from John Klobusicky to Joseph Brenner Sr., dated 1/9/03, regarding
Children's Trusts. M&T 200037 - 200038.
• Draft letter from Klobusicky, to unnamed recipient, undated, regarding Blakely Trust. M&T
200039 - 200040.
• Letter from Rick Martson to Mark Bradshaw, dated 4/15/04, regarding release of trust assets.
No Bates.
• Letter from Rick Martson to Mark Bradshaw, dated 6/17/04, regarding release of trust assets.
No Bates.
• Transcription of telephone message form Mark Bradshaw to Rick Martson, dated 6/17/04,
regarding release of trust assets. No Bates.
• Email from Mark Bradshaw to Rick Martson, dated 7/8/04, regarding release of trust assets.
No Bates.
• Email from Thomas Pierce to Cornell Babcock, dated 7/23/04, regarding Tyco litigation. No
Bates.
DATED this 21st day of October, 2004.
TONKON TORP LLP
By c . ~~~1 ~~
William F. artson, Jr., OSB No. 72163
Robyn E. Ridler, OSB No. 00016
Attorneys for Petitioners
12
CERTIFICATE OF SERVICE
I hereby certify that I served the foregoing PETITIONERS' SUPPLEMENT TO
HEARING BRIEF AS REQUESTED BY AUDITOR on:
Mark D. Bradshaw
Stevens & Lee
P. O. Box 11670
Harrisburg, PA 1710$-1670
Of Attorneys for Respondents
^ by mailing a copy thereof in a sealed, first-class postage prepaid envelope,
addressed to each attorney's last-known address and depositing in the U.S. mail at Portland,
Oregon on the date set forth below;
^ by causing a copy thereof to be hand-delivered to said attorneys at each
attorney's last-known office address on the date set forth below;
® by sending a copy thereof via overnight courier in a sealed, prepaid envelope,
addressed to each attorney's last-known address on the date set forth below; or
^ by faxing a copy thereof to each attorney at each attorney's last-known
facsimile number on the date set forth below.
DATED this 21st day of October, 2004.
TONKON TORP LLp
gy ~~
William F. artson, Jr., OSB No. 72163
Robyn E. Ridler, OSB No. 00016
Attorneys for Petitioners
031590\00001\595309 V001
13