HomeMy WebLinkAbout10-28-10 (2)J 1505610143
~~~-1510 ~ OFFICIAL USE ONLY
PA Department of Revenue pBnnsylvania County Code Yelar File Number
Bureau of Individual Taxes °E"•"T"~*~K~~
Po Box.2sosol INHERITANCE TAX RETURN 21 ' 10 0265
Harrisburg, PA 17128-0601 RESIDENT DECEDENT
ENTER DECEDENT INFORMATION BELOW
Social Security Number Date of Death Date of Birth
161 34 0397 02 11 2010 10 15 1942
Decedent's Last Name Suffix Decedent's First Name I MI
GEORGE BEVERLY ~~, A
(If Applicable) Enter Surviving Spouse's information Below
Spouse's Last Name Suffix Spouse's First Name 'i MI
GEORGE ROBERT ~ S
Spouse's Social Security Number
THIS RETURN MUST BE FILED IN DUPLIC T~ WITH THE
REGISTER OF WILL
FILL IN APPROPRIATE OVALS BELOW
a 1. Original Retum ^ 2. Supplemental Retum ^ 3' P
1
nr (date of death
r
@
o
to 13
82)
4. Limited Estate 4a. Future Interest Compromise
^ ^ (date of death after 12-12-82) ^ 5. Federal
state Tax Return Required
g. Decedent Died Testate ~ Decadent Mair~a~ned a Living Trust
(Attach Copy of wiu) ^ (Attach Copy of Trust) B. Total Nu
bet of Safe Deposit Boxes
^ 9. Litigation Proceeds Received ^ 10. bS~o~~P~v~rt~~raendditt(date~Mdeath ^ 11.Election t
)) ta~C, nder Sec. 9113(A)
(Attach S PQ
CORRESPONDENT -THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFOR AT ON SF~Q„I ILD BE DIRECTED TO:
Name Daytim I phpne Nl~ber -,.~..--
GEORGE F DOUGLAS III ESQ 717
~
91 63r3x3 =`
f
~~
REGIS~ ~ ILL~ISE (SNL' Y'
~
First line of address ~j ~
~' -~
~ "S7 ~ ~
_)
354 ALEXANDER SPRING RO --
Second line of address
I `~ >
City or Post Office D
State ZIP Code T FILED
CARLISLE pA
'I
correspondent's e-mail address: 9douglas@salzmannhughes.com
Under penaldes of perjury, 1 deGare that 1 have examined this return, including arxpmpanying schedules and statements, and to th
it is true, correct and complete. DeGaratian of preparer other than the personal representative Is based on all information of which p Ge t of my knowledge and belief,
rer has any knowledge.
SIG R OF PERS N RES NSIBLE FOR FILING RETURN DATE
~~ Robert S. Geor a fQ z6 / p
ADDRESS
324 Avon Drive Carlisle PA 17013
S NATURE OF PREPARER ER THAN REPRESENTATIVE
~~ DATE
George F Douglas, III Esq. ~ 0
DRESS
354 Alexander S rin Road, Suite 1, Carlisle, PA
Side 1
1505610143 150561 1,'43 J
J 1505610243
REV-1500 EX
Decedent's Name: G@Org@~ Beverly A.
RECAPITULATION
1. Real Estate (Schedule A) ....................................................................................... 1.
2. Stocks and Bonds (Schedule B) ............................................................................. 2.
3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C)......... 3.
4. Mortgages 8 Notes Receivable (Schedule D) ........................................................ 4.
5. Cash, Bank Deposits 8~ Miscellaneous Personal Property (Schedule E) ............... 5.
6. Jointly Owried Property (Schedule F) ^ Separate Billing Requested............ 6.
7. Inter-Vivos Transfers & Miscellaneous Inn; Probate Property
(Schedule G) LJ Separate Billing Requested............ 7,
8. Total Gross Assets (total Lines 1-7) ..................................................................... g,
~ecedent'~ Stxcial Security Number
161 4' 0397
9. Funeral Expenses 8 Administrative Costs (Schedule H) ....................................... 9.
10. Debts of Decedent, Mortgage Liabilities, 8 Liens (Schedule I) .............................. 10.
11. Total Deductions (total Lines 9 & 10) ................................................................... 11.
12. Net Value of Estate (Line 8 minus Line 11) .......................................................... 12.
13. Charitable and Governmental Bequests/Sec 9113 Trusts for which
an election to tax has not been made (Schedule J) ............................................... 13.
14. Net Value Subject to Tax (Line 12 minus Line 13) ............................................... 14,
TAX COMPUTATION -SEE INSTRUCTIONS FOR APPLICABLE RATES
15. Amount of Line 14 taxable
at the spousal tax rate, or
transfers under Sec. 9116
(a)(1.2) x .o0 193 , 859.20 15.
16. Amount of Line 14 taxable
at lineal rate X .045 0 . 0 0 16.
17. Amount of Line 14 taxable
at sibling rate X .12 0.00 17.
18. Amount of Line 14 taxable
at collateral rate X .15 0 . 0 0 18.
19. Tax Due ...................................... ........................................................................... . 19.
20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT.
1505610243
Side 2
1505611
.121,782.85
.103,386.91
225,169.76
21,160.70
10,149.86
31,310.56
.193,859.20
',193,859.20
0.00
0.00
0.00
0.00
0.00
2114 3
REV-1500 EX Page 3
Decedent's Complete Address:
File Number 21-10-0265
DECEDENT'S NAME
George, Beverly A.
STREET ADDRESS ~,
324 Avon Drive
CITY
STATE
ZIP
Carlisle PA I 17013
Tax Payments and Credits:
1. Tax Due (Page 2, Line 19)
2. CreditslPayments
A. Prior Payments
B. Discount
0.00
Total Credits (A + B) ii
3. Interest
4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT.
Check box on Page 2 Line 20 to request a refund
5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE.
Make Check Payable to: REGISTER OF WILLS, AGENT.
PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE
(1) 0.00
(2) 0.00
(3)
(4)
(5) 0.~~
TE BLOCKS
1. Did decedent make a transfer and: I Yes No
a. retain the use or income of the property transferred :............................................................................... ^
9 9 p party transferred or its income :.........................
b. retain the ri ht to dreysi Hate who shall use the•..ro ........................•••..'.••.••••..•••••.•......•• .•••....•••.•••.• .••.. •„• ^
c. retain a reversiona interest; or ............... ' ~•._.
d. receive the romise for life of either a ments, benefits or care ....................................................•••• put
2 Ireceivin oaderruate consD'~deratb n?12, 1982, did decedent transfer property within one year of death ith ^ ^
9 q o ................................................................................................................... ^
3. Did decedent own an "in trust for" or payable upon death bank account or security at his or her death ...:,... ^ 0
4. Did decedent own an Individual Retirement Account, annuity, or other non-probate property which
contains a beneficiary designation? ................................................................................... ... ~ ^
IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE tT ~1S PART OF THE RETURN.
For dates of death on or after July 1, 1994 and before Jan. 1, 1995, the tax rate imposed on the net value of transfers to or f r the use of the surviving
spouse is 3 percent [72 P.S. §9116 (a) (1.1) (i)].
For dates of death on or after January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the u~wing spouse is 0 percent
[72 P.S. §9116 (a) (1.1j (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory re uir$ments for disclosure of
assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary.
For dates of death on or after July 1, 2000: ~~
• The tax rate imposed on the net value of transfers from a deceased child 21 years of age or younger at death to or fo they use of a natural parent, an
adoptive parent, or a stepparent of the child is 0 percent [72 P.S. §9116 (a) (1.2)].
. The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5 percen , e~kc~pt as noted in
72 P.S. §9116 1.2) [72 P.S. §9116 (a) (1)].
. The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12 percent [72 P.S. § 11~ (p) (1.3)]. A
sibling is defined under Section 9102, as an individual who has at least one parent in common with the decedent, wh ther by blood or adoption.
Rev-1503 EX+ (8-98)
COMMONWEALTH OF PENNSriVANIA
INHERITANCE TAX RETURN
RESIDENT DECEDENT
ESTATE OF
SCHEDULE C
CLOSELY-HELD CORPORATION,
PARTNERSHIP OR
SOLE-PROPRIETORSHIP
(FILE I
George, Beverly A. 21-1
Schedule C-1 or C-2 (Including all supporting information) must be attached for each closely-held corporatioMpartnership interest of the
a sole-proprietorship. See instructions for the supporting iMonnation to be submitted for sole-proprietorships.
other than
ITEM ' VALUE AT DATE
NUMBER DESCRIPTION ', OF DEATH
1 Andoco, Inc. - 5% partnership interest 90,000.00
2 Bay House situate at 3814 New Section Road, Baltimore, MD - 5°h partnership interest 24,082.60
3 Orrstown Bank, Fry Trust Account #20 00 0845 0 05 - 5% ownership in Fry Family Limite 7,700.25
Partnership
TOTAL (Also enter on Line 3, Recapitulation) 121,782.85
(If more space is needed, additional pages of the same size)
Copyright (c) 2002 form software only The Lackner Group, Inc. Form PA-150Q Schedule C (Rev. 6-98)
Rev-1510 t:X~ (&a6)
CDMMONWEALTH OF PENNSYLVANIA
INHERITANCE TAX RETURN
RESIDENT DECEDENT
ESTATE OF
SC1~1EDt~LE 6
INTER-VIVOS TRANSFERS &
MISC. NON-PROBATE PROPERTY
FILE N M
Geor e, Beverl A. 21-1 -OS
This schedule must be completed and filed if the answer to any of questions 1 throu0h 4 on the reverse side of the REV-1500 COVER SHEET is yes.'
ITEM DESCRIPTION OF PROPERTY DATE OF DEATH %OF DECD'S EX LU~ION TAXABLE
NUMBER THE DATE OAF TEROANSFERSATTACFITA COPY oFTTHE DEIED FOOREREAL ES ~ E. VALUE OF ASSET INTEREST (IF AP LI ABLE)
VALUE
1 Andoco, Inc., 401(k) Profit Sharing Plan -Beneficiary .103,386.91 100.000°k ' 103,386.91
Robert S. George, spouse
TOTAL (Also enter on Line 7, Recapitulation) ~ 103,386.91
(If more space is needed, additional pages of the same size)
Copyright (c) 2002 form software only The Lackner Group, Inc. Form PA-150p Schedule G (Rev. 6-98)
REV-1151 EX+(10.08)
SCHEDULE H
COM N EAT OF ENT YLVANIA FUNERAL EXPENSES ~
~1D~"~O~D~"~ ADMINISTRATIVE COSTS
ESTATE OF FILE NtjIMBER
Geor e, Beverl A. 21- 0+0265
Debts of decedent must be reported on Schedule I.
ITEM
DESCRIPTION AMOUNT
A. FUNERAL EXPENSES:
See continuation schedule(s) attached
B. ADMINISTRATIVE COSTS:
1. Personal Representative's Commissions
Name of Personal Representative(s)
Street Address
City State Zio
Year(s) Commission paid
2. Attomev's Fees Salzmann Hughes, P.C.
3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation}
Claimant Robert S. George
Street Address 324 Avon Drive
City Carlisle State PA zip 17013
Relationship of Claimant to Decedent SpOUSe
4. Probate Fees
5. Accountant's Fees
6. Tax Return Preparer's Fees
7. Other Administrative Costs
See continuation schedule(s) attached
TOTAL (Also enter on line 9, Recapitulation)
Copyright (c) 2009 form software only The Lackner Group, Inc. Form PA 15~
12,051.04
5,000.00
3,500.00
296.50
313.16
21,160.70
Schedule H (Rev. 10-06)
ESTATE OF
SCF1E'Dt~LE H
FUNERAL E3(PEtVSES AND ADMINISTRATIVE COSTS
continued
FILE UIWBER
3everl A. 21-1 -4265
I,
ITEM
NUMBER DESCRIPTION AMOUNT
Funeral Ex~g~g$
1 Fogelsanger-Bricker Funeral Home, Inc. -funeral services i 12,051.04
H-A ', 12,051.04
Other Administratve Costa
2 Register of Wills -filing fee II 30.00
3 Salzmann Hughes, P.C. -reimbursement for legal advertising paid to Cumberland Law ~ 75.00
Journal
4 Salzmann Hughes, P.C. -reimbursement for filing 2 disclaimers I 10.00
5 The Sentinel -Legal -Legal advertising !, 198.16
~I
H-B7 '~ 313.16
~i
!I
i
it
I
i
',
~~
Copyright (c) 2002 form software only The Lackner Group, Inc. Form PA-~SOO Schedule H (Rev. 6-98)
Rsv-1512 EX+ (12-08)
COMMONWEALTH OF PENNSriVAN1A
INHERITANCE TAX RETURN
RESIDENT DECEDENT
ESTATE OF
A.
scMEOU~E ~
DEBTS OF DECEDENT,
MORTGAGE LIABILITIES, & LIENS
FILE ~
21-1
Rsport debts incurred by the decedsM prior to death that romained unpaid at the date of death, including unreimburoad medic I sx~enses.
ITEM VALUE AT DATE
NUMBER DESCRIPTION OF DEATH
1 Chase Bank -pay off credit card balance 5,500.00
2 West Asset Management, Inc. -payoff First National Bank of Omaha credit card 4,649.86
TOTAL (Also enter on Line 10, Recapitulation) 10,149.86
(If more space is needed, additional pages of the same size)
Co ri ht 2009 f
py g (c) orm software only The Lackner Group, Inc. Form PA-1 Oq Schedule I (Rev. 12-08)
REV-1513 EX+(11.OB) _ ~ _
~C1#EDI~LE J
connr~t~ II ~D~F,j~$~vANIA BENEFICIARIES
ESTATE OF FIL DUMBER
Geor e, Beverl A. 21- 0+0265
NUMBER
NAME AND ADDRESS OF
PERSON(S) RECEIVING PROPERTY RELATIONSHIP TO
DECEDENT
SHARE OF ES
ATE
'
AMOUNT OF ESTATE
(Words) ($$$)
I. TAXABLE DISTRIBUTIONS [include outright spousal
distributions, and transfers
under Sec. 9116 a 1.2
1 Robert S. George Spouse Entire Estat 193,859.20
324 Avon Drive
Carlisle, PA 17013
Total 193,859.20
Enter dollar amounts for distributions shown above on lines 1 5 throw h 18 on Rev 150 0 cover sheet a a ~ r o riate.
II NON-TAXABLE DISTRIBUTIONS:
. A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NO TAIKEN
B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS
i
TOTA L OF PART N -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-15 COVER SH T
Copyright (c) 2009 form software only The Lackner Group, Inc. Form P -1 0 Schedule J (Rev. 11-08)
a~ ~ °~~~
# 4
~[ eY~ ~~~
QUALIFIED DISCLAIMER
~~ II ~
In accordance, with Internal Revenue Code I itle .6, Section _~ 18 (~6 L .S.C. Section
251 S), the U.S. Code of Federal ReDulations (?6 CFR Section 2~?518-2~ and pursuant to
Section 6201 of the Pennsylvania Probate Estate and Fiduciaries Code, (20 I~A.C.S.A. Section
6201), this Qualified Disclaimer is being made and delivered to Robert S. Ge rge and executed
by the undersigned beneficiary, Stephanie G. Douglas in order to irrevocably d sclaim and. refuse
in whole leer interest in the Estate of Beverly A. George more particularly des'~ribed as follows:
1/4`x' balance of the intestate estate.
This Qualified Disclaimer is being made within nine (9) months after tl e later of: (a) the
day on which the transfer creating said interest is made, or (b) the day on -hick such person
attains age 2l . Further it is hereby stated and certified that the said beneficia has not accepted
the interest in any way or any of its benefits.
l~ ~ ~I
This disclaimer is executed on this~?.day of ~:r ,-, ti_..f._`~ , 20 O, the same being
~~
effective as of the date of death of the decedent, Beverly A. George on Februa l 1, 2010.
VVLTNESS:
,.-~
1
,;
- ~.)
~~ . %
Stephanie G. Douglas
L)
c~
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CO:~~IMONWEALTH OF PENNSYLVANIA
. SS
COUNTY OF .
~~ J
On this, the%='"tiny of r' = f'"'~~ ~ 2010, before me, the un
personally appeared Stephanie G. Douglas, known to me (or satisfactorily
person whose name is subscribed to the within instrument, and acknowledge
the same for the purposes therein contained.
In witness whereof, I hereunto set my hand and official seal.
.~
;~.:,
~rsigned officer,
~rcwen) to be the
that she executed
SEAL)
h:~ta!i~ Ss~
`~arrv~~ S. Sie~rs;; f~lo4a".~ s' ,aiir.
lllaynosbor~ 8•~ro, F; a~ ~k!,r~ t~ unty
My Cammissi~n E;:s,;r~:: i:k.~•. 1 x~ 0
Membor, Penns~~l:~~:.r+_: <s~siatter: t Notartei
.~
,_
QUALIFIED DISCLA11~1ER
In accordance ~~-ith Internal Re~~enue Code Title 26, Section 2518 ($C U.S.C. Section
2518), the U.S. Code of Federal P.egulatirnls (26 CFR Section 25.2518-2 and pursuant to
Section 6201 of the Pennsylvania Probate Estate and Fiduciaries Code, (20 A.C.S.A. Section
6201), this Qualified Disclaimer is being made and delivered to Robert S. Ge rye and executed
by the undersigned beneficiary, Angela A. Lane in order to irrevocably disclairm and refuse in
~~~hole her interest in the Estate of Beverly A. George more particularly des ribed as follo~~~s:
1 /4`~' balance of the intestate estate.
This Qualified Disclaimer is being made within nine (9) months after t le hater of: (a) the
day on which the transfer creating said interest is made, or (b) the day on Which such person
attains age 21. Further it is hereby stated and certified that the said beneficial leas not accepted
the interest in any way or any of its benefits.
fJ
This disclaimer is executed on this~_~.-day of ~ /-'-~'~~~ _, 20 0 the same being
~-
effective as of the date of death of the decedent, Beverly A. George on Februar 1'~,1, 2010.
WITNESS:
J ``i
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A/ ~ ~ yr ~
Angela ~A. Lane
EAL)
COMMONWEALTH OF I'ENNSYLVAI\'IA
. SS
COUNT' OF -
On this, the-~~'~`{day of ~= ~~~'~ ~, '± ?010, before me, the and rsigned officer,
personally appeared Angela A. Lane, known to me (or satisfactorily proven to be the person
whose name is subscribed to the within instrument, and acknowledged that she executed the
same for the purposes therein contained.
In witness whereof, I hereunto set my hand and official seal.
;f ,~
.:~ ,. . ~ i,', .
h: ~ F ~~i
'i'~r~orr.. 51~rst, IVot3~'Y
,La, ~ l"joro, Ftankpn U
Wey"~"
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M~ ~o~mission Exp1r
lulembevlvari~a AsenCiatio vi
SEAL)
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i.
STOCK PURCHASE AGREEMENT
THIS AGREEMENT, made and entered into this 13th day of August 2 1 p, the same to
be effective as of August 13, 2010, by and between ROBERT S. GEORGE, dministrator of
the Estate of Beverly A. George, with a mailing address located at Salzmann H g?~es, P.C., 354
Alexander Spring Road, Suite 1, Carlisle, Pennsylvania 17015 (hereinafter referred to as
"Seller"); and DONALD A. FRY, President, ANDOCO, INC., with a pri cipal place of
business located at 111 West King Street, Shippensburg, Pennsylvania 17 57 (hereinafter
referred to as "Purchaser")
WITNESSETH:
WHEREAS, ANDOCO, INC., a Pennsylvania business corporatic
operating under the laws of the Commonwealth of Pennsylvania (the "Corpora
Thousand (2,000) shares of common capital stock authorized pursuant to
Incorporation, as amended; and
WHEREAS, Seller is currently the owner of One Hundred (100) shy
capital stock, representing Five Percent (5%) of the issued and outstanding comn
of the Corporation (the "Stock") and through Seller's Five Percent (5%} interes
Limited Partnership, is a Five Percent (5%) owner of a property in Baltimore, 11
and numbered as 314 New Section Road, hereinafter known as the "Bay House"
formed and
lion") has Two
its Articles of
of common
~n capital stock
in the Andoco
known
ar~d
WHEREAS, Seller is desirous of selling and Purchaser is desirous of purchasing all One
Hundred (100) shares of the Stock and the five percent (5%) interest in the Bay I-douse.
NOW, THEREFORE, in consideration of the above recitals and tl~e respective
covenants, representations, warranties and agreements herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:
1. DELIVERY OF SHARES. At the closing (the "Closing"") (ins hereinafter
defined in Paragraph 3 hereof), the Seller shall convey and deliver to Purchased the appropriate
stock certificates representing the Stock, being all of the stock of the Corporation in which Seller
claims any ownership interest, the same being free and clear of all liens, encumbrances or claims
of others whatsoever, duly endorsed in blank, together with any other appropriate instruments of
transfer satisfactory to the Purchaser. Delivery of said Stock is contingent upon receipt from
Purchaser of the consideration required pursuant to Paragraph 2 hereof and ~xd'cution of the
accompanying documentation associated therewith. A copy of the stock certific to is attached as
Exhibit "A".
2. PURCHASE PRICE. The purchase price to be paid by Purchase to the Seller in
consideration of the Stock shall be the sum of Nine Hundred Dollars and 00/1 0 ($900.00) per
share, resulting in a total purchase price for all of the Stock of Ninety Thous ncl Dollars and
00/100 ($90,000.00) (herein called "Purchase Price"). In addition, the purchase rice for the five
percent (5%) interest in the Bay House shall be Twenty-Four Thousand Eighty ~
60/100 ($24,082.60).
Dollars and
2
3. CLOSING. All of the transactions contemplated herein shall be consummated at
the offices of Salzmann Hughes, P.C., in Carlisle, Pennsylvania, at such respective time as the
parties hereto may mutually agree upon in writing. (herein called "Closing Date I' oar "Closing").
It is mutually agreed by the parties that the transfer of the Stock shall be effect've as of on the
13th day of August, 2010 without regard to the actual date of Closing (the "Effect ve Date").
4. PAYMENT OF PURCHASE PRICE. Purchaser shall pay th sum of Fifty-
four Thousand Eighty-two and 60/100 Dollars ($54,082.60) at the signing o the agreement
which sum shall be payable to the Estate of Beverly A. George. The remaining alance of Sixty
Thousand and 00/100 Dollars ($60,000.00) shall be paid in two yearly install ehts of Thirty
Thousand and 00/100 Dollars ($30,000.00) each. The first payment due date will be the 13th day
of August, 2011. The remaining balance of Sixty Thousand and 00/100 Dolla s ($60,000.00)
will be paid free of any interest. A Promissory Note setting out the balance o ed is attached
hereto as Exhibit "B" and incorporated herein by the reference.
5. ORDERLY TRANSFER OF BUSINESS. Seller agrees to
Purchaser in effectuating an orderly transfer to Purchaser of the above-s1
ownership and management of the Corporation. Seller shall not retain any
the Corporation. Seller shall use its best efforts to preserve the goodwill of
employees and others having business relations with the Corporation.
6.
Seller hereby covenants, represents and warrants to Purchaser, intending that
thereon, as follows:
aerate with
percentage
interest in
customers,
Purchaser rely
3
6.
Seller hereby covenants, represents and warrants to Purchaser, intending that) Purchaser rely
thereon, as follows: ICI
a. Seller is the owner of the Stock, free and clear of any and all liens encumbrances,
claims and other charges of every kind and has the full right and I awful authority
to sell and deliver the Stock to Purchaser hereunder upon the term and conditions
set forth within this Agreement and the sale and delivery of sa'd 'Stock to the
Purchaser hereunder will not violate the rights or interest of any other person or
entity or violate any agreement or understanding to which the Corporation or the
Seller is a party or by which either is legally bound;
b. Seller hereby represents that there are no outstanding options, warrants, calls,
contracts, commitments, preemptive rights, cumulative voting ri Gs (other than
the voting rights of Seller's stock), assignments, pledges or den nd's whatsoever
of a nature relating to the outstanding capital stock of the Corpor~tipn being sold
to Purchaser hereunder;
c. To the best of Seller's knowledge, there is no litigation
against Seller or the Corporation that would in any way affect S
transfer all right, title and interest in its stock in the Corporation t~
free and clear as described above;
or threatened
ller's ability to
the Purchaser,
4
d. The sale and delivery Seller's stock in the Corporation to the Pur~h~ser hereunder
is not prohibited by any agreement, law, governmental regulation, judgment or
court order binding upon Seller; I,
e. Neither Seller nor the Corporation is involved as a debtor in ~ny proceedings
under any federal or state bankruptcy or insolvency laws; '~
f. To the best of Seller's knowledge, the Corporation is a business corporation duly
incorporated and in good standing under the laws of the Coll monwealth of
Pennsylvania, and is entitled to conduct its business in the m ruler and in the
places where business is now conducted;
g. To the best of Seller's knowledge, the Corporation has no outsta ding judgment,
order, writ, injunction or decree of a court of competent ju sdiction or any
pending action which may in the future materially adversely affec and monetarily
effect the Corporation's business, operation, assets or financial co dition;
h. No representation or warranty by Seller in this Agreement, or
hereto, nor any writing or certificate, nor any statement relatir
Seller's shares of the Corporation's common capital stock to the
representatives pursuant hereto, or in connection with
contemplated hereby, contains or will contain any untrue statem
fact, or omits or will omit to state a material fact necessary to ma:
herein and therein not materially misleading;
exhibit attached
g to the sale of
Purchaser, or its
he transactions
;nt, of a material
e the statements
5
i. The Corporation's stock is not registered or required to be red
12(a) of the Securities Exchange Act of 1934, as amended.
this stock from Seller to Purchaser is an exempt tr.
Pennsylvania Securities Exchange Act of 1972, as amended.
All of the covenants, representations and warranties of Seller set forth in
shall be deemed to have been made again by Seller at Closing and shall survive
one (1) year from the date thereof unless specifically stated to the contrary here
exception of any liabilities incurred by virtue of the breach of any of Sel]
representations and warranties hereof which arise from any audits by taxing autl
state or local) which shall survive Closing for a period of three (3) years.
7. CONDITION PRECEDENT TO CLOSING -SELLER.
sell and deliver the stock to the Purchaser and to comply with any other
upon Seller under this Agreement is conditioned and contingent upon the
the following events or existence of each of the following circumstances:
a. Purchaser's compliance with all the terms and conditions of this
are to be performed or observed by Purchaser on or before the Closing Date;
8. CLOSING DOCUMENTS. Seller and Buyer shall duly ex
each other the following documents and instruments at Closing:
a. Transfer and issuance of a stock certificate to Purchaser
(100) shares of common stock of the Corporation;
under Section
the sale of
~n under the
this Agreement
for a period of
with the
s covenants,
ities (federal,
obligation to
imposed
of each of
which
alnd deliver to
~, one hundred
6
b. A Promissory Note in the form attached hereto as Exhibit "A";
c. Any and all other documents as may be necessary to carry
contemplated hereby.
9. OTHER DOCUMENTS. Seller and Purchaser shall also deli
both before and after Closing, such other documents and instruments as m
required for the proper consummation of the transactions contemplated in this E
the proper fulfillment of the covenants, representations and warranties c
Agreement.
10. INDEMNIFICATION AND SETOFF. Each party agrees to inc
harmless the other party for and from any and all liability or loss the other
(including but not limited to court costs and attorney's fees) on account of a
breach of any term, covenant, warranty or representation set forth herein c
documents and instruments executed or delivered in connection herewith.
11. NOTICES. Any notice to be given hereunder shall be given
delivered personally or by registered or certified mail, return receipt requested, ~
to the respective parties at the following locations:
Seller: Estate of Beverly A. George
354 Alexander Spring Road, Suite 1
Carlisle, PA 17015
Buyer: DONALD A. FRY, President
ANDOCO, INC.
111 West King Street
Shippensburg, PA 17257
the transaction
to each other,
be reasonably
,ement and for
:dined in this
~mnify and hold
arCy may suffer
party's material
• in any of the
in writing and
postage prepaid,
7
12. NO BROKER'S COMMISSION. Neither party hereto shall ble liable for any
broker's commission in connection with the transactions hereunder, and each par~y acknowledges
and represents to the other party that it has not had any dealings, negotiations or'~, consultations
with any broker concerning the transactions hereunder.
13. MISCELLANEOUS. This Agreement shall be construed under ~nd governed by
the laws of the Commonwealth of Pennsylvania. This Agreement consti~ut~es the entire
agreement between the parties with respect to the sale and transfer of Seller's ommon capital
stock of the Corporation, and there are no agreements, conditions or understan ings, either oral
or written, between Seller and Purchaser relating to these matters other than phase which are
contained in this Agreement. For the purposes of interpreting this Agreemen~, tlhe masculine
shall include the feminine and neuter, and vice versa, and the singular shall in~lude the plural,
and vice versa, unless contrary intent appears. The subject headings of the pa{agraphs of this
Agreement are included for the purpose of convenience only and shall in no way affect the
meaning or construction of any term or provision hereof. Whenever possible,
this Agreement will be interpreted in such a manner as to be effective and valid
Pennsylvania law, but if any provision of this Agreement is held to be
under applicable Pennsylvania law, such provision will be ineffective only to
prohibition or invalidity, without invalidating the remainder of such provision
provisions of this Agreement. The above WHEREAS clauses and the att
integral and substantive parts of this Agreement and are hereby incorporated
This Agreement shall inure to the benefit of and shall be binding upon each of
and their respective heirs, executors, administrators, successors and permi
provision of
applicable
t Iby or invalid
extent of such
t11e remaining
~d' Exhibits are
in Eby reference.
e lparties hereto
assigns. This
8
Agreement may be altered or amended only by a written agreement signed by'~,both Seller and
Purchaser. This Agreement maybe executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the s m~ Agreement.
Purchaser may not assign his rights under this Agreement without Seller's written comsent.
14. GOOD FAITH EFFORTS. Each party to this Agreement shall
its, respectively, best good faith efforts to carry out the intents and the
Agreement and to cure or correct any unintentional deviations from this ,
accomplish any of the intended undertakings.
IN WITNESS WHEREOF, and intending to be legally bound, the
this Agreement the day and year first above written.
WITNESS:
.u...=-
Ge his, her, or
poses of this
Rment and to
have executed
nihistrator
ROBERT S. GEORGE, Ads
of the Estate of Beverly A.
WITNESS:
ANDOCO, INC.
_... ~~,
DON LD A. R ,President
9 i
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EXHIBIT "A"
The shares of stock represented by this certificajte are
subject to an outstanding and unexercised purchase 'option
and to all the terms of an agreement made on the ~
day of July, 1975, by and among Andrew Z. Fry and Virginia
Fry, his wife, Donald A. Fry, Beverly F. George a d
Andoco, Incorporated, a copy of which is on file ~t the
office of the Company. I!,
No shares of the corporation may be sold, transferred, or of erwise
disposed of except pursuant to Paragraph of the by-laws f
ANDOCO, INCORPORATED, as amended from time to time, which ar on
file in the principal office of the corporation.
The(ollowing abbreviations, when used in the inscription on the lace of lhiscertilieafe, shall be construed as though they were written out in fu I rfecording
to applleable Taws or re``ulations:
TEN COM-astsnants in common UNIF GIFT MIN A~T-..........Custodian..........under
TEN ENT -as tenants by the entiralies (Gust) (Minor) '
JT TEN -as saint tenants with right of survivorship Unilorm Gills to Minors Acl ............... .
and not as tenants In common (S(ale)
Additional abbreviations may also be used though not in the above list.
. --y~~ ~~,Q'c~,add ~r/a~i,~i~s .ems
-LtAtt INa[I~T fOGIAL t[CU111TY OR OTHlR ~ '~~
IDtNTIFYINO NV Meee O• AealON66 (((///
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__ -f-
JUDGMENT NOTE
$60,000.00
Date: August 13
ON DEMAND, DONALD A. FRY, President, ANDOCO, INC. promise
order of THE ESTATE OF BEVERLY A. GEORGE, the sum of Silty Thous
Dollars ($60,000.00) without defalcation, with interest charged at zero (0%) pert
to be paid with two annual installments of $30,000 each. The first yearly payme~
on or before the 13th day of August , 2011. The second payment of
made on or before the 13th day of August , 2012.
And to secure the payment of said-amount, Uwe do hereby authorize, irrev
attorney of any Court of Record to appear forme in such Court, in term time or vG
time hereafter, and confess judgment, without process, in favor of the holder of the
such amount as may appear to be unpaid thereon, whether due or not together witl
waive and release all errors which may intervene in such proceedings and to consf
immediate execution upon such judgment, with ten (10%) percent attorney's fees
hereby ratifying and confirming all that my said attorney may do by virtue hereof.
WAIVER
IN EXECUTING THIS NOTE, I/WE UNDERSTAND THAT SAID
TRANSACTION, AND KNOWINGLY AND VOLUNTARILY WA
RIGHTS TO CONTEST THE ENTRY OF THIS JUDGMENT AG,
IN COURT, AND DO HEREBY CONSENT TO THE ENTRY OF
JUDGMENT BY CONFESSION.
WITNESS:
7 .~
WITNESS:
~~-C~~~.~ ~-~c4?z.. i~_
~-a i
2010
to pay to the
id and 00/100
i per annum
gill be made
~~,000 will be
~caniy, any
cation, at any
s Mote, for
casts, and to
nt to
E'MY/OUR
15T ME/US
ROBERT S. GEORGE Ad i
ni
the Estate of Beverly A. Geor e
ANDOCO, INC.
DO
A. FRY,
of
EXHIBIT "B"
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George, Beverly F.
324 Avon Drive
Carlisle PA 17013
BetlefiC'tary: Robert S. Geor>;e
Stephanie Aou~las
Angela Lane
Andoco, Inc. 401(k) Profit Sharing Plan
Your Employee Benefit Sta ement
For The Period: 1/01/09 - 12/31/09
Birthdate: 10/15/1942
Employment Date: 1/2/197
Termination Date: 6/12/20 9
SUMMARY BY SOURCE OF CONTRIBUTIONS ~
VESTED BEGINNING GAIN CONTRA FORFEI- WITH-
SOURCE PERCENT BALANCE OR LOSS BUTTONS TURES DRAWALS TRANS
Employee Deferrals 100°/a 85,220.04 16,166.87 2,000.00 0.00 0.00 I
Total 585,220.04 516,166.87 52,000.00 50.00 50.00 S
You or your beneficiary will receive the ending balance shown on this statement in the event of your death, disability, or retirement. Y
the vested balance on this statement in the event of your termination of employment for reasons other than death, disability or rctireme
't'his statement is prepared and based on the data provided from the plan administrator. Please refer any questions you may leave regardii
statement to the plan administrator.
The Amount of Yonr Account in the Plan
Your account is valued annually. Your statement reflects your balance in the Plan as of the most recent valuation date, and your vested
as of that date.
The investments in the Plan are directed by the Plan Trustee(s). A listing of the total investments held in Ilia plan as of the most recent v;
enclosed with your statement.
ENDING VESTED
BALANCE BALANCE
103,386.91 103,386.91
S 103, 386.91 5103, 386.91
will receive
this
in the plan
date is
cart IrtiPPA.rD!