HomeMy WebLinkAbout12-2838E". ( q;
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IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
PENN PRODUCTS CORPORATION,
DAVID J. HORICK, DOUGLAS C.
HORICK, MARILYN SNYDER
BUDZYNSKI, Executrix-DBN,, of the Estate of
Maybelle Asper, Deceased, DANIEL A. KUHN,
DONNA LEE GOFF, LEWIS G. KUHN,
CAROLYN WAGNER, DORIS I. ERNST, and
JEAN M. HORICK,
Plaintiffs
V.
SANDRA L. McCORKEL, GOGORY R.
SWOPE, MEGAN SWOPE, and JOHN D.
SWOPE,
Defendants
Civil Action - Equity
No. 2012 - X,3
NOTICE
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CUMBERLAND COUNTY BAR ASSOCIATION
34 SOUTH BEDFORD STREET
CARLISLE, PENNSYLVANIA
717-249-3166
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IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
PENN PRODUCTS CORPO TION,
DAVID J. HORICK, DOUGL S C. Civil Action - Equity
HORICK, MARILYN SNYDE
BUDZYNSKI, Executrix-DBN!of the Estate of
Maybelle Asper, Deceased, DANIEL A. KUHN,
DONNA LEE GOFF, LEWIS CJ. KUHN,
CAROLYN WAGNER, DORIS I. ERNST, and
JEAN M. HORICK,
Plaintiffs' No. 2012 -
V.
SANDRA L. McCORKEL, GREGORY R.
SWOPE, MEGAN SWOPE, and JOHN D.
S WOPE,
Defendants
NOW COME Plaintiffs, 'iby and through their counsel, Marvin Beshore, Esquire, and
request this Honorable Court immediately to enter a Preliminary or Special Injunction and,
following hearing, to enter a Permanent Injunction pursuant to Pa.R.Civ.P. § 1531 for the
following reasons:
PARTIES
1. Plaintiff, Penn Products Corporation, (hereinafter, the "Corporation") is a business
corporation organized and exist?ng under the laws of the Commonwealth of Pennsylvania. The
Corporation is in the business o?real estate development as the developer of the White Rock
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Acres development in Monroe Township, Cumberland County, Pennsylvania, where it maintains
its offices at 1369 Swope Drive; Boiling Springs, Pennsylvania. A true and correct copy of the
Corporation's By-Laws is attached hereto as Exhibit 1 and is incorporated by reference as if fully
set forth here.
2. Plaintiff David J. Hofick is an adult individual and a citizen of the Commonwealth of
Pennsylvania. He is the registered owner of 898 shares of the Corporation.
3. Plaintiff Douglas C. Horlck is an adult individual and a citizen of the Commonwealth
of Pennsylvania. His is the registered owner of 897 shares of the Corporation.
4. Plaintiff Marilyn Snyder Budzynski is an adult individual and a citizen of the
Commonwealth of Pennsylvania. She is the duly appointed Executrix-DBN of the Estate of
Maybelle Asper, who, at the time of her death, was, and continues to be, the registered owner of
5,195 shares of the Corporation.
5. Plaintiff Daniel A. Kuhn is an adult individual and a citizen of the Commonwealth of
Pennsylvania. He is the registered owner of 1,249 shares of the Corporation.
6. Plaintiff Donna Lee Ooff is an adult individual and a Citizen of the Commonwealth of
Pennsylvania. She is the registered owner of 903 shares of the Corporation.
7. Plaintiff Lewis G. Kahn is an adult individual and a citizen of the Commonwealth of
Pennsylvania. He is the registered owner of 1,148 shares of the Corporation.
8. Plaintiff Carolyn Wa0er is an adult individual and a citizen of the Commonwealth of
Pennsylvania. She is the registered owner of 1,148 shares of the corporation.
9. Plaintiff Doris I. Erna is an adult individual and a citizen of the Commonwealth of
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Pennsylvania. She and her deceased husband Russell Ernst are the registered owners as tenants
by the entireties of 922 shares of the Corporation until Mr. Ernst's death, at which time the shares
vested solely in Doris I. Ernst b? operation of law.
10. Plaintiff, Jean M. Horick, is an adult individual and a citizen of the Commonwealth
of Pennsylvania. She and her deceased husband Justin Horick are the registered owners of 2,270
shares of the Corporation, which they owned as tenants by the entireties until Mr. Horick's
death, at which time ownership vested solely in Jean M. Horick by operation of law.
11. There are 25,000 is§ued and outstanding shares in the Corporation. A true and
correct copy of the Corporation's shareholder list, as maintained in the Corporation's books, is
attached hereto as Exhibit 2 and is incorporated as if fully set forth here. Together, the Plaintiffs
own 14,630 shares of the Corporation, or 58.25% of the issued and outstanding shares.
12. Defendant Sandra I. McCorkel (hereinafter, "Defendant McCorkel") is an adult
individual who maintains a residence at 675 Valley View Drive, Boiling Springs, Cumberland
County, Pennsylvania. She is the registered owner of 2,849 shares of the Corporation and was a
Director and President, Secretary, and Treasurer of the Corporation until April 25, 2012.
13. Defendant Gregory R. Swope (hereinafter, "Defendant G. Swope") is an adult
individual who maintains a residence at 1469 Kuhn Rd., Boiling Springs, Cumberland County,
Pennsylvania. He is the registered owner of 2,848 shares of the Corporation and was a Director
of the Corporation until April 2$, 2012. Defendant G. Swope is the brother of both Defendant
McCorkel and Defendant J. Swope, and he is the brother-in-law of Defendant M. Swope.
14. Defendant Megan Swope (hereinafter, "Defendant M. Swope"), is an adult individual
who maintains a residence at 28 Summer Drive, Dillsburg, York County, Pennsylvania. She was
a Director of the Corporation until April 25, 2012. Defendant M. Swope is the wife of Defendant
John D. Swope and is the sister{in-law of both Defendant G. Swope and Defendant McCorkel.
15. Defendant, John D. Swope (hereinafter, "Defendant J. Swope"), is an adult
individual who maintains a residence at 28 Summer Drive, Dillsburg, York County,
Pennsylvania. He is the registered owner of 2,848 shares of the Corporation and was a Director
and Vice President of the Corporation until April 25, 2012. Defendant J. Swope is the husband
of Defendant M. Swope and the brother of both Defendant G. Swope and Defendant McCorkel.
BACKGROUND
16. On February 17, 20? 1, the Corporation sold land to the United States National Park
Service for $3,140,000. A true end correct copy of the HUD-1 Uniform Settlement Statement
from that transaction is attached hereto as Exhibit 3 and is incorporated by reference as if fully
set forth. There was no communication from management to shareholders concerning this sale or
the use of the sale proceeds. The minutes of the Board of Directors' meetings, both before and
after this 2011 transaction, reflect no discussion of distributing any of the proceeds to
shareholders through payment of a dividend and no dividends have been paid. True and correct
copies of the Minutes of all Bonrd of Directors' Meetings and Shareholders meetings from 2010
and 2011 are attached hereto as (Exhibit 4 and are incorporated by reference as if fully set forth
here.
17. Since that sale, however, management of the Corporation has made payments
II'
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totaling more than $600,000 to Defendant McCorkel ($433,532), Defendant J. Swope
($103,318), and Defendant G. Swope ($103,318).
18. The Corporation's looks and records reveal further alleged accounts payable to
Defendant McCorkel of approximately $385,000.
19. The payments ident,ified in paragraph 16 and the alleged debt identified in paragraph
17 are direct and proximate results of violations of 15 Pa.C.S. 1728 and were made or
established, as the case may be, in breach of the fiduciary duties of the Officers and Directors of
the Corporation in that the Defendants, because, as Directors and Officers of the Corporation,
Defendants entered into contradts or other transactions between the Corporation and one or more
of themselves, which benefit one or more of themselves to the detriment of the shareholders
when (a) such contract or transaction was neither fair to the Corporation at the time it was
authorized, nor (b) approved or (ratified by disinterested Directors or shareholders. Such conduct
led directly to the payments list?d above in paragraph 16 and the alleged debt identified in
paragraph 17 and is clearly acti6nable as violations of Pennsylvania's Corporation Law.
20. The Corporation's financial statements for the close of 2011 reflect cash. of
approximately $1,100,000 and real estate with assessed value of approximately $2,000,000.
Examination of the Corporation's books and records for the past ten years reveals that the
Corporation has never maintained such an amount of cash on hand and further reveals that the
Corporation does not need that much cash to operate.
21. The Corporation's 2011 federal income tax return indicates that Defendant McCorkel
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is maintaining Corporate funds in her own name. A true and correct copy of the tax return is
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attached hereto as Exhibit 5 and is incorporated by reference as if fully set forth.
22. The payment of mote than $600,000, based on actions by interested Directors and/or
Officers to insiders, without any discussion of payment of dividends to the shareholders, suggests
a plan to loot the Corporation and use it as a personal resource to the detriment of the
Corporation's shareholders. Maintaining Corporate funds in the name of a Director suggests
improper co-mingling of Corporate and private assets and mismanagement of the Corporation.
23. While withholding from shareholders information about the February 17, 2011, sale,
Defendant McCorkel, Defendant G. Swope, and Defendant J. Swope attempted to use their
inside information to the detrimjent of shareholders by offering to buy shares at far less than their
value. For example, without disclosing any financial information, Defendants offered to buy 922
shares from Doris I. Ernst for a mere $10,000, a value of $10.84 per share. A true and correct
copy of a letter from Defendant McCorkel to Sandra K. Kreider dated September 29, 2011,
which confirms the offer without mentioning the $3,140,000 sale, is attached hereto as Exhibit 6
and is incorporated by reference as if fully set forth here. At the time of the offer (i.e., after the
February 17, 2011, sale and after payment of income taxes on the transaction as well as the
disputed payments to Defendant McCorkel, Defendant G. Swope and Defendant J. Swope)
however, the Corporation had at least $1,100,000 in cash, and owned real estate with tax-
assessed value of approximately $2,000,000. These assets, net of alleged payables, established a
fair value for each of the 25,OOa shares of stock of more than $120 per share. Such blatant use of
insider information for their own benefit at the expense of shareholders is further evidence of
Defendants' self-dealing and br0ch of fiduciary duty.
24. Plaintiffs only learned of the sale by reading about it in the newspaper or from other
second or thirdhand sources. Ms. Kreider only learned of the $3,140,000 sale after receipt of
Defendant McCorkel's September 29, 2011, letter. While the By-Laws, (Article IX, Paragraph 3)
require a "full and complete statement of the business and affairs of the corporation for the
preceding year" at the annual meeting of shareholders, the minutes of the annual meetings do not
reflect any such reports having been made. No minutes of shareholders' or directors' meetings
have ever been distributed to tht; shareholders.
The 2012 Annual Meeting of Shareholders, April 25, 2012
25. As Secretary of the (Corporation, Defendant McCorkel gave notice of the Annual
Meeting of Shareholders scheduled for 7:00 p.m. on April 25, 2012, to be held at the
Corporation's White Rock Acres office (hereinafter, the "Annual Meeting"). A true and correct
copy of the Notice is attached hereto as Exhibit 7 and is incorporated by reference as if fully set
forth here.
26. Prior to the Annual Meeting, Proxy Forms signed by Jean M. Horick, Lewis G.
Kuhn, and Carolyn L. Wagner, which authorized David J. Horick to vote on their behalf were
delivered to Defendant McCorkel as Secretary of the Corporation. Also prior to the Annual
Meeting, a Proxy Form signed by Doris I. Ernst, which allowed her daughter, Sandra K. Kreider,
to vote on her behalf, was delivered to Ms. McCorkel as Secretary of the Corporation. All of
those Proxy Forms revoked any?and all prior proxy designations by the signing shareholders.
True and correct copies of the signed Proxy Forms are attached to the Judge of Election's Report,
a true and correct copy of which is attached hereto as Exhibit 8.
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27. The individual plaintiffs herein appeared, either in person, or by proxy, at the time
and place scheduled for the Annual Meeting. Plaintiffs attending in person were David J.
Horick, Douglas C. Horick, Daniel A. Kuhn, Marilyn Snyder Budzynski, and Donna Lee Goff.
Jean M. Horick, Lewis G. Kuhn, and Carolyn L. Wagner appeared through their proxy, David J.
Horick. Doris I. Ernst appeared through her proxy, Sandra K. Kreider.
28. All Defendants attended the Annual Meeting in person.
29. Also attending the Annual Meeting were Marvin Beshore, Esquire, counsel for David
J. Horick, Douglas C. Horick, and Jean M. Horick; Richard Magee, Esquire, counsel for the
Estate of Maybelle Asper; Cradle Swisher, an' employee of Mr. Beshore; and the spouses of Ms.
Kreider and Ms. Goff.
30. Defendant McCork4l, as President of the Corporation, Chaired the Annual Meeting
and called it to order at 6:57 p.m.
31. Defendant McCorkO directed that the minutes should reflect that "properly executed
proxies" on behalf of Carolyn Wagner, Lewis Kuhn, Jean Horick, and Doris I. Ernst, had been
received.
32. The By-Laws provi4e for up to seven Directors (Article IV, § 4). The By-Laws
contain no provision requiring, or permitting, nomination of Directors prior to the Annual
Meeting of Shareholders.
33. After calling the An?ual Meeting to order, Defendant McCorkel announced that the
next item of business was election of Directors and produced pre-printed ballots containing her
own name and the names of De?endant M. Swope, Defendant J. Swope, and Defendant G. Swope
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as candidates for the office of Director and directed the shareholders to vote. No other
names appeared on the ballots. 'Plaintiffs and their counsel objected that there were no proper
nominations.
34. After discussion, the following persons were duly nominated for the office of
Director of the Corporation and their nominations were duly seconded: Defendant M. Swope,
Defendant J. Swope, Defendantl G. Swope, Defendant McCorkel, Donna Lee Goff, David J.
Horick, Douglas C. Horick, Daniel A. Kuhn, Marilyn Snyder Budzynski, Sandra K. Kreider, and
Richard Magee, Esquire.
35. Defendant McCork?l directed Defendant Swope to hand-write the additional names
onto a ballot and make copies of the ballot for the shareholders.
36. Defendant McCorkel then moved Defendant J. Swope and Defendant M. Swope for
the office of Judge of Election, whereupon Mr. Beshore objected, on behalf of his clients, that
both Pennsylvania's Business Corporation Law, 15 Pa.C.S. § 1765, and the Corporation's By-
Laws, Article III, § 6, prohibit candidates in the pending election from serving as Judge of
Election. Pursuant to motion b* Ms. Budzynski, which was seconded and to which there was no
objection, Crady Swisher was designated by the Chair, Defendant McCorkel, to be Judge of
Election.
37. After making Mr. Swisher Judge of Election, Defendant McCorkel directed
Defendant Swope to distribute ballots to the shareholders. The names of all nominees were listed
on the ballots and shareholders {were directed to circle the names of up to seven candidates for
I
which they were voting.
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38. In the course of voting, Defendant McCorkel attempted to adjourn the meeting for an
indefinite period in contraventi6n of Pennsylvania's Business Corporation Law, 15 Pa.C.S.
§ 1755 (c) and the Corporation's By-Laws, Article III, § 3, both of which require a majority vote
of the shareholders present and entitled to vote, to effect such adjournment of a meeting at which
Directors are being elected. 15 iPa.C.S. § 1755 (c) states, in pertinent part,
(c) Adjournments. - ad ournments of any special or regular meeting may be taken
but any meeting at whic directors are to be elected shall be adjourned only from
day to day, or for such longer periods not exceeding 15 days each as the
shareholders bresent an entitled to vote shall direct, until the directors have been
elected. (Emphasis
Article III, § 3 of the By-Laws Aates, in pertinent part,
Adjournment or adjou ents of any annual or special meeting may be taken, but
any meeting at which d rectors are to be elected shall be adjourned only from day
to day, or for such long periods not exceeding fifteen days each, as may be
which all such shareholders would
be entitled to cast at an ?lection of directors until such directors have been elected.
(Emphasis added.)
39. Faced with a requesi for shareholder vote, Defendant McCorkel announced, "this is
my meeting and I can adjourn its" At the same time, Defendant McCorkel and Defendant J.
Swope directed all others excep? Defendant M. Swope and Defendant G. Swope to leave the
premises and insisted that the meeting was being adjourned.
40. Before anyone left the building, the Judge of Election called for the completed ballots
and David J. Horick, Douglas C?. Horick, Marilyn Snyder Budzynski, Donna Lee Goff, Sandra K.
Kreider, and Daniel A. Kuhn doivered their ballots to the Judge. None of the Defendants
delivered their ballots to the Judge of Election.
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4L The ballots showed, election of the following Directors: David J. Horick, Douglas C.
Horick, Marilyn Snyder Budzynski, Sandra K. Kreider, Donna Lee Goff, Daniel Kuhn, and
Richard Magee, Esquire (hereinafter, the "New Board"). A true and correct copy of the Judge of
Election's Report is attached hereto as Exhibit 8 and is incorporated by reference here.
42. Following the election of Directors, the Directors met and unanimously elected the
following, officers of the Corporation: David J. Horick, President; Marilyn Snyder Budzynski,
Vice President; Donna Lee Goff, Secretary, and Sandra K. Kreider, Treasurer (hereinafter, the
"New Officers")
43. Despite elections o? the New Board and the New Officers, the Defendants have
retained physical control of the (Corporation's assets, books, and records. Items retained include,
but are not limited to, the Corporation's check books, certificates of deposit, savings accounts,
investment accounts, keys, and the Corporate Seal.
44. By letter of April 26, 2012, Attorney Beshore advised Defendants and Douglas C.
Miller, Esquire, former counselfor the Corporation, that the shareholders had elected the New
Directors at the Annual Meeting held April 25, 2012, and that those Directors had elected the
New Officers. A true and correct copy of Attorney Beshore's letter is attached hereto as Exhibit
9 and is incorporated by referenjce as if fully set forth here. There has been no response to Mr.
Beshore's letter.
45. With knowledge of their replacement and access to all of the Corporation's assets,
including approximately $1,100,000 in cash, the Defendants have both the ability and motive
further to convert corporate assets to their own benefit, or otherwise to drain corporate assets and
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Defendants' prior actions reveal that they are not above wrongfully, and in violation of statutory
requirements, converting the Corporation's assets to their own benefit.
46. As further evidence of the Defendants' intention to flaunt the Business Corporation
Law, the Corporation's By-Law's, and the shareholders' rights, on May 2, 2012, Douglas G.
Miller, Esquire, purporting to act on behalf of the Board of Directors, sent a "Notice of
Resumption of the Annual Meeting of Stockholders," purporting to scheduled "resumption" of
the meeting for May 10, 2012. +A true and correct copy of that notice and the envelopes in which
it was sent to shareholders is attached hereto as Exhibit 1.0.
47. By Resolution of May 3, 2012, the New Board authorized this lawsuit on behalf of
the Corporation. A true and correct copy of that Resolution is attached hereto as Exhibit 11 and
is incorporated by reference as if fully set forth here.
48. If Defendants effectively prevent the New Board from operating the Corporation, the
Corporation stands to lose business and goodwill. In addition, if Defendants convert corporate
assets to their own benefit, or otherwise drain corporate assets, the Corporation's shareholders
will suffer immediate and irreparable harm because such action will impair the future operation
of the Corporation. Such harm is incalculable and cannot be adequately compensated by
monetary damages.
49. A greater injury wil? result from denying the requested Injunctions than could result
from granting it because Plainti0s seek only an injunction of short duration and limited scope,
whereas denying the requested Injunction could well result in substantial and irreparable loss to
the Corporation and its shareholders. Concomitantly, the requested Injunction will not
14
substantially harm other interested parties in the proceeding because it would be in effect for only
a short period and would prevent only plundering the Corporation's resources while allowing the
Corporation to continue doing business under the direction of its duly elected New Directors and
New Officers.
50. The Injunction requested herein will simply maintain the status quo by prohibiting
prior corporate management from plundering the Corporation and directing that Defendants
cease impairing the ability of the duly elected New Directors and New Officers from managing
the Corporation.
51. Plaintiffs are likely to prevail on the merits of this case because Defendants acted
patently contrary to their duty under the Pennsylvania Business Corporation Law and the
Corporation's By-Laws.
52. The Injunction sought is clearly intended to abate only the offending activity because
it prevents former Officers and Directors from draining corporate assets while turning over
control of the Corporation to tho lawfully elected New Directors and New Officers, thereby
permitting the Corporation to function. Furthermore, the requested Preliminary or Special
Injunction will be in place only iintil there is a hearing and the Court rules on the request herein
for a Permanent Injunction.
53. The requested Preliljninary or Special Injunction will not adversely affect the public
interest because its sole effect i? to prevent the Corporation's previous Officers and Directors
from usurping corporate power end draining corporate assets, while permitting the Corporation to
operate. There is no public interest in permitting former management to usurp control of the
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Corporation in violation of the laws of the Commonwealth and in violation of the Corporation's
By-Laws, or to deplete corporate assets. The public's interest is in the legal management of the
Corporation as set forth in the 6ommonwealth's Corporation Law and in the regular operation of
the Corporation pursuant to its By-Laws, which the requested Injunctions will allow.
WHEREFORE, Plaintiffs request this Honorable Court to enter a Special or Preliminary
Injunction that does the following until further order of this Court:
1. Enjoins the purporte? "Resumption of Annual Meeting of Stockholders" that has been
noticed for May 10, 2012;
2. Prohibits Defendants from acting on behalf of the Corporation;
3. Prohibits Defendants] from accessing any and all financial accounts of the Corporation,
including, but not limited to ch?cking accounts at M&T Bank, checking accounts at Adams
County National Bank, and investment accounts at Charles Schwab & Co., Inc.;
4. Recognizes the Directors and Officers who were duly elected on April 25, 2012; and,
5. Directs Defendants immediately to deliver to the New Directors all keys to Corporate
property, all Corporate checkbopks and other financial accounts, all corporate records, and the
Corporate Seal.
WHEREFORE, Plaintiff's further request this Honorable Court to enter a Permanent
Injunction, following requisite bearing, that does the following until further order of this Court:
1. Enjoins the purported "Resumption of Annual Meeting of Stockholders" that has been
noticed for May 10, 2012;
2. Prohibits Defendants from acting on behalf of the Corporation;
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3. Prohibits Defendants from accessing any and all financial accounts of the Corporation,
including, but not limited to checking accounts at M&T Bank, checking accounts at Adams
County National Bank, and investment accounts at Charles Schwab & Co., Inc.
4. Validates the results of the election held on April 25, 2012; and
5. Places management of the Corporation in the hands of the Directors and Officers
elected on April 25, 2012, i.e., J)avid J. Horick, Douglas C. Horick, Daniel A. Kuhn, Marilyn
Snyder Budzynski, Donna Lee Goff, Sandra K. Kreider, and Richard Magee, until the next
election of Directors; and,
6. Grant such other and'further relief as the Court may deem just and proper.
Respectfully submitted,
Date
Marvin Beshore, :Esquire
Attorney ID # PA 31979
130 State Street, 13.0. Box 946
Harrisburg, PA 17108-0946
717-236-0781, Fax: 717-236-0791
MBeshore@beshorelaw.com
Attorney for Plaintiffs
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EXHIBIT I
l
I
,?linute?
e?
?p wing
OF
INCORPORATED UNDER THE
STATUTES OF THE
COMMONWEALTH OF PENNSYLVANIA
LAW OFFICES
OF
iu, A ?/? Y//-?/
COPYRIGHT 1870. BY JULIUS LUMBERO. INC.
n, ADOPTED AND EFFECTIVE JUNE 14, 1971.
Q `? V
t
BY-LAWS
ARTICLE I - OFFICES
The registered office shall be at
B nderaville, Pennsylvania.
The corporation m y also have offices at such other places
as the Board of D rectors may from time to time appoint or
the business of t e corporation may require.
ARTICLE II - SEAL
The corporat seal shall have inscribed thereon the
name of the corpo ation, the year of its organization and
the words "Corpor to Seal, Pennsylvania."
ARTICL III - SHAREHOLDERS' MEETING
1. PLACE OF MEETING.
All meetingslof the shareholders shall be held at the
office of the corporation at Bendersville, Pennsylvania,
or such other pla a or places,either within or without the
Commonwealth of Pennsylvania, as may from time to time be
selected.
2. ANNUAL MEETING.
The annual meeting of the shareholders, shall be held on
the Fourth' Monday of Mar-bh- in.-'each year,
i# #"#O#~ if not a legal holiday, and if a legal holiday,
then on the next secular day following at 7:00 ' o' clock, P. M.
M. when they shall erect a Board of Directors, and trans-
act such other business as may properly be brought before the
meeting. If the annual meeting shall not be called and held
within six months after the designated time, any shareholder
may call such meeting. ,
3. QUORUM.
A Shareholder's meeting duly called shall not be organized
for the transaction of business unless a quorum is present. The
presence in person or by proxy,. of shareholders entitled to cast
at least a majority of the votes which all shareholders are
entitled to cast o the particular matter shall constitute a
quorum for the pur ose of considering such matter. The share-
holders present at a duly organized meeting can continue to
do business until djournment, notwithstanding the withdrawal
of enough sharehol ers to leave less than a quorum. Adjournment
By-Laws A
or adjournments of any annual or special meeting may be taken,
but any meeting a' which directors are to be elected shall be
adjourned only fr m day to day, or for such longer periods not
exceeding fifteen days each, as may be directed by shareholders
who are present i person or by proxy and who are entitled to
cast at least a m jority of the votes which all such share-
holders would be ntitled to cast at an election of directors
until such direct rs have been elected. If a meeting cannot
be organized beca se a quorum has not attended, those present
may, except as of erwise provided by statue, adjourn the
meeting to such t 'me and place as they may determine, but in
the case of any m eting called for the election of directors,
those who attend he second of such adjourned meetings, al-
though less than 0 quorum, shall nevertheless constitute a
quorum for the purpose of electing directors.
4. VOTING.
At each meet ng of the shareholders every shareholder
having the right o vote shall be entitled to vote in person
or by proxy execu ed in writing by such shareholder or by his
duly authorized a torney in fact, and filed with the secretary
of the corporatio . No unrevoked proxy shall be valid after
eleven months from the date of its execution, unless a longer
time is expressly provided therein, but In no event shall a
proxy, unless coupled with an interest, be voted on after three
years from the date of its execution. # #? 151 9w;E# ## ?#1 ### ###
# * #o##M # # /#f> # I ?# Upon demand made by a shareholder
at any election for directors before the voting begins, the
election shall be by ballot. No share shall be voted at any
meeting upon which any installment is due and unpaid. The
original share tr nsfer.book, or a duplicate thereof kept' in
this Commonwealth shall be prima facie evidence of the right of
the person named herein to vote thereon.
5. NOTICE ?OF MEETING.
Written noti a of the annual meeting shall be mailed to
each shareholder ntitled to vote thereat, at such address as
appears on the bo ks of the corporation, at least 10 days prior
to the meeting.
6. JUDGES OF ELECTION.
In advance of any meeting of shareholders, the Board of
Directors, may app Dint judges of election, who need not be share-
holders, to act at such meeting or any adjournment thereof. If
judges of election be not so appointed, the chairman of any such
meeting may, and o the request of any shareholder or his proxy
shall make such ap oin ment at the meeting. The number of judges
i ?\ l shall be one or t ews, l f appointed at a meeting on the request
By-Laws B
of one or more shareholders or proxies, the majority of shares
present and entit ed to vote shall determine whether one or
t-n!ee judges are o be appointed. On request of the Chairman
of the meeting, o of any.shareholder or his proxy, the judge(s)
shall make a repo t in writing of any challenge or question or
matter determined by them, and execute a certificate of any
fact found by the . No person who is a candidate for office
shall act as a ju ge.
7. SPECIAL MEETINGS.
Special meet ngs of the shareholders may be called at any
time by the President, or the Board of Directors, or the
holders of not less than one-fifth of the votes which all share-
holders are entit ed to cast at the particular meeting. At any
time, upon written request of any person or persons who have
duly called a spe ial meeting, it shall be the duty of the
Secretary to fix ?he date of the meeting to be held not less
than ten nor morelthan sixty days after receipt of the request,
and to give due nc?tice thereof. If the Secretary shall neglect
or refuse to fix he date of the meeting and give notice thereof
the person or per ons calling the meeting may do so.
Business tra sact.ed at all special meetings shall be con-
fined to the obje is stated in the call and matters germane
thereto, unless a 1 shareholders entitled to vote consent thereto.
Written notice of a special meeting of shareholders, stating
the time, place a rd object thereof, shall be given to each share-
holder entitled t vote thereat at least five days before such
meeting, unless a greater period of notice is required by statue
in a particular case.
8. VOTING LIST.
The officer
book shall make,
shareholders, a c
vote at the meeti
address of and th
shall be kept on
and shall be subj
during usual buss
open at the time
to the inspection
the meeting. The
duplicate thereof
facie evidence as
such list or shar
proxy, at any mee
,r agent having charge of the share transfer
t least five days before each meeting of
mplete list of the shareholders entitled to
g, arranged in alphabetical order, with the
number of shares held by each. The list
He at the registered office of the corporation,
ct to inspection by any shareholder at any time
ess hours; and shall also be produced and kept
nd place of the meeting, and'shall be subject
of any shareholder during the whole-time of
original share ledger or transfer book, or a
kept in this Commonwealth, shall be prima
to who are the shareholders entitled to examine
transfer book, or to vote, in person or by
ing of shareholders.
By-Laws C
ARTICLE IV - DIRECTORS
BOARD OF DIR kTORS.
?J
The businesslof the corporation shall be managed by its
Board of Director , 7.. In number, who shall be natural
persons of full a e and need not be resident(s) of this Common-
wealth or shareholders in the corporation. They shall be
elected "by the sh reholders, at the annual meeting of share-
holders of the co poration, and each director shall be elected
for the term of at least one year, and until his successor
shall be elected and shall qualify.
2. POWERS.
In addition to the powers and authorities
Laws expressly conferred upon them, the board
such powers of the corporation and do all such
things as are not by statue or by the Articles
or by these By-La s directed or required to be
done by the shareholders..
3. MEETINGS OF THE BOARD.
by these By-
nay exercise all
lawful acts and
of incorporation
exercised or
The meetingsof the Board of Directors may be held at
such place within 'this Commonwealth, or elsewhere, as a
majority of the directors may from time to time appoint, or as
may be designated 4 n the notice calling the meeting.
Each newly elected Board of Directors may meet at such
place and time as shall be fixed by the shareholders at the
meeting at which such directors are elected and no notice shall
be necessary to the newly elected directors in order legally to
constitute the meeting, or they may meet at such place and time
as may be fixed by the consent in writing of all the directors.
Regular meetil?ngs of the board shall be held without notice
at the registered Mice of the corporation, or at such other
time and place as t hall be determined by 'the board.
4. SPECIAL MEETINGS.
Special meeti gs of the Board of
by the President o five days notice
personally or by it or by telegram;
called by the President or Secretary
like notice on the written request of
5. QUORUM.
Directors may be called
to each director, either
special meetings shall be
in a like manner and on
two directors.
A majority oflthe directors in office shall be necessary to
By-Laws D
constitute a quorum for the transaction of business, and the
acts of a majorit?yy of the directors present at a meeting at
which a quorum islpresent shall be the acts of the Board of
Directors.
6. VACANCIES.
Vacancies in''the Board of Directors, including vacancies
resulting from an increase in the number of directors, shall be
filled by a majority of the remaining members of the Board
though less than quorum, and each person so elected shall be
a director until is successor is elected by the shareholders,
who may make such election at the next annual meeting of the
shareholders or a any special meeting duly called for the pur-
pose and held pri r thereto.
7. COMPENSATION OF DIRECTORS.
Directors aslsuch, shall not receive any stated salary for
their services, but by resolution of the Board of Directors, a
fixed sum and expenses of attendance, if any, may be allowed
for attendance at each regular or special meeting of the Board
provided, that nothing herein contained shall be construed to
preclude any dire for from serving the corporation in any other
capacity and receiving compensation therefor.
ARTICLE V - OFFICERS
1. OFFICERS, EL?CTIONS, TERM, ETC.
The executiv
by the directors
Treasurer. The B
President and suc
necessary, who sh
have such authori
to time shall be
or more offices m
offices of Presid
for the officers
The salaries
shall be fixed by
officers of the corporation shall be chosen
nd shall be a President, Secretary and
and of Directors may also choose a Vice-
other officers and agents as it shall deem
11 hold their offices for such terms and shall
y and shall perform such duties as from time
rescribed by the Board of Directors. Any two
y be held by the same person, except the
nt and Secretary. It shall not be necessary
o be directors.
f all officers and agents of the corporation
he Board of Directors.
The officers f the corporation shall hold office for one
year and until their successors are chosen and have qualified.
Any officer elected or appointed by the Board of Directors may
be removed by the oard of Directors whenever in their judgment
the best interests of the corporation will be served thereby.
2. PRESIDENT
By-Laws E
The President shall be the chief executive officer of the
corporation; he s all preside at all meetings of the shareholders
and directors; he shall have general and active management of
the business of n e corporation, shall see that all orders and
resolutions of th Board of Directors are carried into effect,
subject, however,to the right of the directors to delegate any
specific power, a cept such as may be by statue exclusively con-
ferred on the Pre ident, to any other.officer or officers of the
corporation. He hall execute bonds, mortgages, and other con-
tracts requiring seal, under the seal of the corporation. He
shall be ex-officio a member of all committees, and shall have
the general power and duties of supervision and management
usually vested in the office of president of a corporation.
3« SECRETARY.
The Secretar
all meetings of t
record all the vo
its transactions'
shall perform like
Directors when rep
notice of all mee
Directors, and shi
scribed by.the Boy
supervision he sh,
corporate seal of
Board, affix the
4. TREASURER.
V shall attend all sessions of the Board and
he shareholders and act as clerk thereof,
tes of the corporation and the minutes of all
in a book to be kept for that purpose; and
duties for all committees of the Board of
juired. He shall give, or cause to be given,
tings of the shareholders and of the Board of
all perform such other duties as may be pre-
3rd of Directors, or President, and under whose
all be. He shall keep in safe custody the
the corporation, and when authorized by the
name to any instrument requiring it.
and/or the President,
The Treasure shall have custody of the corporate funds
and securities an shall keep full and accurate accounts of
receipts and disbprsements in books belonging to the corporation,
and shall keep th moneys of the corporation in a separate
account to the cr dit of the corporation. He shall disburse
the funds of the orporation as may be ordered by the Board,
taking proper you hers for such disbursements, and shall render
to the President nd directors, at the regular meetings of the
Board., or wheneve they may require it, an account of all his
transactions as T easurer and of the financial condition of the
corporation.
5. VACANCIES.
If'the offic of any officer or agent, one or more, becomes
vacant for any re son, the Board of Directors may choose a
successor or succ ssors, who shall hold office for the unexpired
term in respect o which such vacancy occurred.
BY-Laws I=
V='
ARTJICLE VI - ACTION BY CONSENT
Any action wl
holders, or at a i
executive committi
consent or consen
taken shall be sip
be entitled to vo:
of the directors
as the case may b4
the corporation.
ARTICLE VII - CORPORATE RECORDS
1. RECORDS REQUJRED.
There shall
corporation an or
of the shareholde
or a copy of its
ations thereof to
corporation. An
shall also be kep
of a transfer age
giving the names
and showing their
of shares held by
issued for the sh
of every certific
2. INSPECTION.
hich may betaken at a meeting of the share-
neeting of the directors or members of the
ae, may be taken without a meeting, if a
is in writing setting forth the action so
Ined by all of the shareholders who would
to at a meeting for such purpose., or by all
)r the members of the executive committee,
and shall be filed with the Secretary of
e kept at the registered office of the
ginal or duplicate record of the proceedings
s and of the directors, and the original
y-Laws, including all amendments or alter-
date, certified by the Secretary of the
riginal or duplicate share transfer book
at the registered office, or at the office
t or registrar within this Commonwealth,
f the shareholders in alphabetical order,
respective addresses, the number and classes
each, the number and date of certificates
res, and the number.and date of cancellation
to surrendered for cancellation.
Every shareholder shall have a right to examine, in person
or by his agent o attorney, at any reasonable time or times
for any reasonabl purpose, the share transfer book, books
or records of account, and records of the proceedings of the
shareholders and irectors, and make extracts therefrom.
ARTICLE VIII - SHARES
1.
1. CERTIFICATES.
The share certificate of the corporation shall.be numbered
and registered in' the share transfer books of the corporation,
as they are Issued. They shall be signed by the president
andcretaxy and shall bear the corporate seal.
2. TRANSFERS OF {SHARES.
Transfers of shares shall be made on the books of the
By-Laws G
corporation upon surrender of the certificates therefor, endorsed
by the person named in the certificate or by attorney, lawfully
constituted in writing. No transfer shall be made inconsistent
with the provisions of Article 8 of the Uniform Commercial Code
approved the sixt day of April, one thousand nine hundred
fifty-three (Act No. 1), and its amendments and supplements.
3a CLOSING SHARE TRANSFER BOOKS OR FIXING RECORD DATE.
The Board of'iDirectors may fix a time, not more than fifty
days prior to the date of any meeting of shareholders, or the
date fixed for the payment of any dividend or distribution,
or the date fixed,for the allotment of rights, or the date when
any change or con ersion or exchange of shares will be made or
go into effect, a a record date for the determination of the
shareholders enti led to notice of, and to vote at, any such
meeting,or entitl d to receive payment of any such dividend or
distribution or t receive any such allotment or rights, or to
exercise the rights in respect to any change, conversion, or ex-
change of shares. in such cases, only such shareholders as shall
be'shareholders of record on the date so fixed shall be entitled
to notice of, and''to vote at, such meeting, or to receive payment
of such dividend,!or to receive such allotment or rights, or to
exercise such rig ts, as-the case may be, notwithstanding any
transfer of any s ares on the books of the corporation after any
record date fixed',as aforesaid. The Board of Directors may close
the books of the jorporation against transfers of shares during
the whole or any art of such period, and in such case written or
printed notice th reof shall be mailed at least ten days before
the closing there f to each shareholder of record at the address
appearing on the records of the corporation or supplied by him to
the corporation for the purpose of notice. While the share trans-
fer books of the corporation are closed, no transfer of shares
shall be made thereon. If no record date is fixed for the deter-
mination of shareholders entitled to receive notice of and vote
at, a shareholders' meeting, transferees of shares which are
transferred on th books of the corporation within ten days next
preceding the dat of such meeting shall not be entitled to
notice of and vote at such meeting.
4. LOST CERTIFICATES.
Any person claiming the loss, destruction or mutilation
of a share certificate may have a new certificate issued there-
for upon such terns and indemnity to the corporation as the
Board of Directors may prescribe.
ARTIJCLE IX - CORPORATE FINANCE
1. DIVIDENDS.
By-Laws H
Subject to t e provisions of the statutes and the
Articles of Incor oration, the Board of Directors may declare
and pay dividends upon the outstanding shares of the corporation
from time to time and to such extent as it deems advisable.
2. RESERVES.
Before,payme
of the net profit
directors, from t
think proper as a
equalizing divide
shall think condu,
the directors may
which it was crea
it of any dividend there may be set aside out
s of the corporation such sum or sums as the .
ime to time, in their absolute discretion,
reserve fund to meet contingencies, or for
ids, or for such other purpose as the directors
:ive to the interests of the corporation, and
abolish any such reserve in the manner in
ted.
3. ANNUAL STATEMENT,
The Presiden
annual meeting a
and affairs of th
statement shall b,
the Board of D i rei
verified by a cer
and Board of Directors shall present at each
ull and complete statement of the business
corporation for the preceding year. Such
prepared and presented in whatever manner
tors shall deem advisable and need not be
ified public accountant.
4. FISCAL YEAR.
The fiscal y ar of the corporation shall begin on the
lste,day of January in each year.
ARTICL? X - MISCELLANEOUS PROVISIONS
1. NOTICES.
Whenever written notice is required to be given to any
person; it may be given to such person, either personally or
by sending a copy thereof through the mail, or by telegram,
charges prepaid, to his address appearing on the books of the
corporation, or supplied by him to the corporation for the
purpose of notice. If the notice is sent by mail or telegraph,
it shall be deemed to have been given to the person entitled
thereto when deposited in the United States mail or with a
telegraph office or transmission to such person. Such notice
shall specify the place, day and hour of the meeting and, in
the case of a special meeting, the general nature of the busi-
ness to be transacted.
Any shareholder or director may waive in writing and at
any time, any notice required to be given under the By-Laws.
Attendance of a person, either in person or by proxy, at any
-- meeting shall constitute a waiver of notice of such meeting,
By-Laws I
?1 G
except where the express purpose of such attendance is to
object to the transaction of any business because the meeting
was not lawfully 4alled or convened.
2. CHECKS.
All checks, demands for money and notes of the corporation
shall be signed b such officer or officers as the Board of
Directors shall f Lm time to time designate.
,ARTICLE XI - AMENDMENTS
These By-Law$ may be altered, amended or repealed by the
affirmative vote of a majority of the shares issued and out-
standing and entitled to vote thereat at any regular or special
meeting of the shareholders, if notice of the proposed alteration,
amendment or repel be contained in the notice of the meeting,
By-Laws J
EXHIBIT 2
.4
N
LIST OF STOCKHOLDERS
PENN PRODUCTS CORPORATION
Name & Address Percentage Held Shares Held
Maybelle Asper 20.78 5,195
c/o Richard Magee, Esq.
1795 South Easton Road
P.O. Box 885
Doylestown, PA 18901-08$5
Sandra L. McCorkel
675 Valley View Drive
Boiling Springs, PA 17007
Gregory R. Swope
1469 Kuhn Road
Boiling Springs, PA 17007
John D. Swope
28 Summer Drive
Dillsburg, PA 17019
Justin J. & Jean M. Horick
c/o Linda Horick
P.O. Box 248
Arendtsville, PA 17303
Daniel A. Kuhn
P.O. Box 35
Bendersville, PA 17306
Lewis G. Kuhn
P.O. Box 35
Bendersville, PA 17306
Carolyn L. Wagner
105 Hill Street
Mt. Holly Springs, PA 17065
Burnell H. Rang
300 Third Street
Hanover, PA 17331
11.396
11.392
11.392
9.08
4.996
4.596
4.596
3.688
2,849
2,848
2,848
2,270
1,249
1,148
1,148
922
4
LIST OF STOCKHOLDERS
Penn Products Corporation
Name & Address Percentage Held Shares Held
Rodney T. & Doris I. Erns 3.688 922
800 Randolph Street
Hanover, PA 17331
Donna Lee Goff 3.612 903
850 Highland Avenue
Brookings, OR 97415
Russell T. Ernst (Deceased 3
612 903
c/o Terrence Ernst .
927 Thatcher Way
Chesapeake, VA 23320
David J. Horick 3.592 898
199 Torway Road
Gardners, PA 17324
Douglas C. Horick 3.588 897
307 Torway Road
Gardners, PA 17324
100.00% 25,000
LIST OF STOCKHOLDERS
~ PENN PRODUCTS CORPORATION
NAME & ADDRESS
'RICHARD L. & JOYCE''L. SWOPE
675 VALLEY VIEW DRIVE
BOILING SPRINGS, P* 17007
MAYBELLE ASPER
C/o RICHARD MAGEE,',ESQUIRE
1795 SOUTH EASTON ROAD
P.O. BOX 885
DOYLESTOWN, PA 18901-0885
RONALD B. & KATHLE?N L. KUHN
BOX 35
BENDERSVILLE, PA 17306
JUSTIN J. & JEAN M.I HORICK
1288 POTATO ROAD
ASPERS, PA 17304
BURNELL H. RANG (DECEASED)
300 THIRD STREET
HANOVER, PA 17331
o RODNEY T. & DORIS II. ERNST
m 1021 SEBASTIAN ROAD'
N BAREFOOT BAY, FL 3112976
.N DONNA LEE GOFF
Eo 850 HIGHLAND AVENUE'
W )ai BROOKINGS, OR 9741$
?RUSSELL T. ,4 ro C/oCARL KLINEDINST!cEGrandson
s4 w 766 POPLAR STREET
N HANOVER, PA 17331
Ei (717-637-8182 - Carl)
DAVID J. HORIICK
199 TORWAY ROAD
GARDNERS, PA 17324,
DOUGLAS C. HORICK
307 TORWAY ROAD
GARDNERS, PA 17324'
DANIEL A. KUHN
BOX 35
BENDERSVILLE, PA 1306
PERCENTAGE HELD
34.18%
20.78/
13.78/
9.08/
3.688%
3.688/
3.612/
3.612%
3.592/
3.588/
0.40/
100/
SHARES HELD
8,545
5,195
3,445
2,270
922
922
903
903
898
897
100
25,000
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EXHIBIT 3
M No 2502-0265 Computer form published by LAW DISKS, 734 Franklin Avenue, Garden City, N.Y. 11530 516-741-5740 www.lawdisks.com
A. U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT HUD-1 UNIFORM SETTLEMENT STATEMENT
B. TYPE OF LOAN: 6. File Number 1825-002 7. Loan Number
[X] N/A (Cash)
8. Mortgage Insurance Case Number
C. Note: this form is furnished to, give y u a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown. Items
marked "(P.O.C.)" were paid outside the closin . They are shown here for informational purposes and are not included in the totals. Note: TIN = Taxpayer's
Identification Nrumber.
D. Name and address of borrower E. Name, address and TIN of seller F. Name and address of lender
National Park Service Penn Products Corporation
P.O. Box 908 1369 Swope Drive
Martinsburg, WV 25402-0908 Boiling Springs, PA 17007
0. Property Location H. Settlement Agent: name, address and TIN
Tracts 367-43/44/45/46 Walker, Connor & Spang, LLC 26-1519482
Cumberland County, PA 247 Lincoln Way East
South Middleton & Monroe'rownships Chambersburg, PA 17201
Place of Settlement I. Settlement Date:
Office of Settlement Agent, above Thursday, February 17, 2011
,1. SUMMARY OF BORROWER'S RANSACT16N
100 GROSS AMOUNT DUE FROM BORROWER:
101 Contract sales price 3,140,000.00
102 Personal property
103 Borrower settlement charges (line 1400) 9,884.75
104
105
Ad'ustmentsfor items paid byselle in advance
106 Co/rwp taxes
107 School taxes -?
108 Assessments
109
110
III
112
120 GROSS AMOUNT DUE FROM
BORROWER
3,149,884.75
200 AMOUNTS PAID BY OR ON BEHAL OF BORROWER:
201 Depositor earnest money
202 Principal amount of new loan(s)
203 Existing loan(s) taken subject to
204
205 _
206
207
208
209
Adjustments for items unpaid seller
210 Co/Twp taxes
211 School taxes
212 Assessments
213
i
214
215
-
216
- -
218
219
220 TOTAL PAID BY/FOR
BORROWER 0.00
K. SUMMARY OF SELLER'S TRANSACTION
400 GROSS AMOUNT DUE TO SELLER-
401 Contract sales price 3,140,000.00
402 Personal property
403
404
405
Adjustments for items paid by seller in advance
406 Co/rwp taxes
407 School taxes
_
408 Assessments
409
410
411
412
420 GROSS AMOUNT DUE
TO SELLER 3,140,000.00
500 REDUCTIONS IN AI11OUNT DI IF TO SFLi .FR
501 Excess deposit (see instructions)
502 Settlement charges to seller (line 1400) _
503 Existing loan(s) taken subject to
504 Payoffof first mortgage loan
505 Payoffofsecond mortgage loan
506 _
507
508
509 _
.4djtistmentsfor,.'.'tenmuzinpaid seller
510 Cofrwp taxes
511 School taxes
512 Assessments
513
514 Held in escrow for county taxes 1,961.86
515
516
517
518
519
520 TOTAL REDUCTION IN
AMOUNT DUE SELLER 1,961.86
300 CASH AT SETTLEMENT FROM/TO RROWER 600 CASH AT SETTLEMENT TO/FROM SELLER
301 Gross amt due from borrower (Ln 120) 3,149,884.75 601 Gross amt due to seller (Ln 420) 3,140,000.00
302 Less amt paid by/for borrower (Ln 220) 0.00 602 Less reduction in amt due seller (520) 1,961.86
303 CASH [X] FROM BORROWER 3,149,884.75 603 CASH [X[ TO SELLER 3,138,038.14
a?SUBSTITUTE FORM 1099-S, Proceeds from Real Estate Tra sacti ns, Taa Y- 2007 SELLER STATEMENT: The ittibmutian contained in blocks E G. tt, I and an line 401 (er if line 901 is asterisked, line 403 and 904) is
imponam tas inr-stion and is being famished w the Imemal Rercnuc av ce. try.. me required to File a return, a negligence pmahy or other saaion may be imposed on you if this item is required to be ropened and the IRS
daermines that it has not been reported. 1f this rail orate was your main ome. file Form 1119, Sale orYour Home, with Fonn 1040 even iryrou had a Ions err you did not replace yon home. JIM. real sate was not your main home.
,,port the vana-ion on Farm 4797• Sales of Business Properly. Farm 67 l Installment Sale Inc.-. anLbr Schedule D. Form 1040, Capital Gains and Losses. You must provide the Scnlemet Agent (in Block H) with your carrm
taxpayer identification number. if you do not provide the settlement agem with your cores taspayer idemifiestlon number, you may be subject to civil m criminal penalties imposed by Iaw_ Undo penalties ofpc juY l cerify that the
numb,, shmsm on this stattenem is my comeet taxpaym identifcation nun or.
seller's signature seller's signmure
,700 TOTAL SALES/BROKER'S COMMISSION based on price $ Q % _
PAID FROM
PAID FROM
Division of Commission (line 700) as ollows: BORROWER'S SELLER'S
701 $ to FUNDS AT FUNDS AT
702 $ to SETTLEMENT SETTLEMENT
703 Commission paid at settlement
704
_
800 ITEMS PAYABLE IN CONNECTION TH LOAN
801 Loan Origination fee
802 Loan Discount %
803 Appraisal Fee to
804 Credit Report to
805 Document Preparation Fee
806 Application Fee to
807 Underwriting Fee to
i _
808 Flood Hazard Cert Fee to
809 Tax Service Fee to
810 Underwriting Fee to
t
811
900 ITEMS REQUIRED BY LENDER TO PAID IN ADVANCE
901 Interest from to @$ /
902 Mortgage Insurance Premium for m
903 Hazard Insurance Premium for year
904 years to
905 _
y
nths to
: to
1000 RESERVES DEPOSITED WITH LEN ER
1001 Hazard insurance months @ per month _
1002 Mortgage insurance premium for onths @ $ per month
1003 School property taxes months @ per month
1004 County property taxes months @ per month
1005 Annual assessments months @ per month
1006 months @ $ month
1007 months @ $ r month
1008 Aggregate Accounting Adjustment
1100 TITLE CHARGES
1101 Settlement or -closing fee to Wal r, Connor & Spang, LLC _
1102 Abstract or title search to
1103 Title examination
1104 Title insurance binder to
1 105 Document preparation to
1106 Notary fees to Walk er, Connor & Spang, LLC
1107 Attomeys fees to Irwin & McKnight P.C. L aw Office (POC)
(includes above item numbers ) !' `
1108 Title insurance to Old R epublic National Title Insurance Company _ 9,763.75
(includes above item numbers
1
1109 Lender's coverage
1110 Owner's coverage $ 3,140 000.00
1111 Endorsements to Old Republic National Ti 0e Insurance Company
1112 Closing Service Letter to Old Republic Nat
ional Title Insurance Company _
1113 Wire Fees to Walker, Connor & Span 30.00
1200 GOVERNMENT RECORDING AND T RANSFER CHARGES
1201 Recording fees: Deed $ 85.00 M gage $ Releases $ 85.00
1202 City/cry tax/stamps: Deed $ M rtgage $
1203 State tax/stamps Deed $ M rtgage $
1204
1205
1300 ADDITIONAL SETTLEMENT CHAR ES
1301 Survey to
1302 Pest inspection to _
1303 Courier Fee to Walker, Connor & Spang, C
1304 Mary A. Murray, Tax Collector- tax certifi ation 6.00
1305
1400 TOTAL SETTLEMENT CHARGES (e ter on lines 103, Section I and 502, Section K) 9,884.75 0.00
CERTIFICATION: I have carefully reviewed a HUD-1 Settlement Statement and to the best of my knowledge and beliet, it is a true and accurate
statement of al receipts and disbursements mad on my account or by me in this transaction. I further certify that I have received a copy of the HUD-1
Settlement St /e en[.
Borrower Seller
Borrower
Seller
To the best of my knowledge the HUD-1 Settlement Statement which I have prepared is a true and accurate accoum: of the funds which were received and
have been or Il b disbursed by the undersigned C part of the settlement of this transaction. / f
I Z- /'' " / Settlement Agent z ` 1-7 l C? _ Date
WARNING: It is a crime to knowingly make fal statements to the United States on this or any other similar form. Penalties upon conviction can include a
fine and imprisonment. For details see Title 18 U. J. Code Section 1001 and Section 1010.
/i? CONNOR & SPANG, LLC - ATTORNEYS AT LA W - TITLE AGENT ACCOUNT 2 7 3 7
Feb 17/2011
dE # 2737
AMOUNT $3,138,038.14'
ACCOUNT: TRUST - 2
PAID TO: Penn Products Corporation
Net Sale Proceeds - National Park Service
CLIENT: 1825 - National Pork Service
MATTER: 1825-002
2737
v00 273W01 1.0313043061: 11-2575311•
EXHIBIT 4
PENN PRODUCTS CORPORATION
Regular Meeting of the Board of Directors
Held at the White Rock Acres Office on
February 23, 2010
A regular meeting of the B and of Directors of Penn Products Corporation was held at the
White Rock Acres Office a the hour of 5:00 P.M. with the following directors present:
Greg Swope, John Swope, Megan Swope and Sandra McCorkel.
The minutes of the previous meeting were read and approved.
Sandy informed the directo s that she had a lot*call in January from a lady who lives in
Florida. Her son currently lives here. She called and scheduled an appointment to see the
lots on February 40i. Sandy eels quite sure that she is serious and will be purchasing
either Lot #146 or #148. C ryl and her husband seem to be leaning toward Lot #148.
Sandy will keep the directors posted.
1 Also, Sandy told the direct
acres which is within the bi
the Park Service and they v
and said that it was all or ni
particular is the main one t1
take a look at the adjoining
mountain. They seemed int
completed the 470 acre sure
a parcel there that is suitabl
s that Joe and Sue McCorkel made an offer to purchase 56
mdary of the 303 acre tract. Sandy initially ran this idea past
,re okay with it, but after further thought, Don King wrote
to of the land that they wanted to purchase. This parcel in
y are interested in. Sandy then offered to have Joe and Sue
and which is on the back side of Section "O" at the top of the
-ested in this idea. We are waiting until the surveyors have
,y and then Joe and Sue will go take a look and see if there is
to them..
On 12/29/09, a Pre-Trial Co erence was scheduled by the Judge for February 23, 2010.
On February 160i, George agner's attorney filed their Pre-Trial Memorandum and on
February 180`, Doug filed The Defendant's Pre-Trial Memorandum on behalf of the
corporation, The Hearing fo this case is scheduled for April 50i. By the next meeting
hopefully we will. have this ater resolved.
Sandy informed the director
going to be advertising for b
land. By the next meeting, h
Also, specifications were to
for Karen to choose Rusty, I
choose.
that the National Park Service advised her that they were
ds for another appraisal for the purchase of our parcels of
pefully those bids will be in and a new appraisal hired.
;o out for bidding on the survey project. Sandy has pushed
)wever, there is no guarantee on who they will ultimately
Penn Products Corporation
Board of Directors Meetin
February 23, 2010
Sandy informed the directo?s that she has had a call or two about lots, but nothing more
has transpired.
There being no further business, the meeting was then adjourned.
-? Secretary
" 0
Chairman
PENN PRODUCTS CORPORATION
Minutes of the Annual Stockholders Meeting
Held at the White Rock Acres Office on
April 27, 2010
l?
The annual meeting of the stockholders of Penn Products Corporation was held at the
White Rock Acres Office, Boiling Springs, Pennsylvania on the 27th day of April, 2010 at
the hour of 5:00 P.M. The following stockholders were present: Greg Swope, John
Swope, Megan Swope and?Sandra McCorkel.
The minutes of the previous meeting were read and approved.
The Chairman then stated at all stockholders of record had been given notice of the
time, place and purpose ofhe meeting in accordance with the corporation's by-laws.
The Chairman then stated that the next order of business is the election of directors to
serve for the ensuing year or until their successors are elected or appointed.
Ballots were then distribut d to all stockholders present, and the Chairman then asked for
nominations for director. Whereupon, Megan Swope nominated Sandra McCorkel, Greg
Swope, and John Swope fok director. Sandra McCorkel then nominated Megan Swope
for director and John Swope seconded all nominations and all were carried.
There being no further no ations, the persons present cast their ballots which were
then tabulated by the Judge of the Election and cast votes for stockholders who were
represented by proxy with the following results: Votes cast in favor of all nominees for
director of Penn Products orporation:
NAME OF STOCKHOLDER
Maybelle Asper
Sandra L. McCorkel
Gregory R. Swope
John D. Swope
Jean M. Horick
Daniel A. Kuhn
Lewis G. Kuhn
Carolyn L. Wagner
Rodney T. & Doris I. Ernst
Burnell H. Rang
Russell T. Ernst
Donna Lee Goff
David J. Horick
Douglas C. Horick
NO. OF SHARES HELD
5,195
2,849
2,848
2,848
2,270
1,249
1,148
1,148
922
922
903
903
898
897
25,000
NO. OF SHARES VOTED
2,849
2,848
2,848
1,249
1,148
1,148
922
13,012
Penn Products Corporation
Annual Stockholders Meeting
April 27, 2010
Page Two
The Judges of the Election hen declared the polls closed and tabulated the votes with the
following results: Out of a total of 25,000 shares issued and outstanding, 13,012 were
voted in favor of the election of all nominees for director. Of all votes cast, 4,467 were
voted by proxy and the bal ce of 8,545 were voted by stockholders present.
Since all the votes cast rep sented more than 50% of all shares issued and outstanding,
the Chairman then declare all nominees for director to be duly elected.
There being no further business, the meeting was then adjourned by the Chairman.
Z
Secretary Chairman
PENN PRODUCTS CORPORATION
Organizational Meeting Held
April 27, 2010
The first and organizational meeting of the newly elected directors of Penn Products
Corporation was held at th White Rock Acres Office, Boiling Springs, Pennsylvania on
the 27a' day of April, 2010, immediately following the Annual Stockholders Meeting.
The following directors were present: Greg Swope, John Swope, Megan Swope and
Sandra McCorkel.
The minutes of the previous meeting were read and approved.
On motion made by Megan! Swope and seconded by John Swope and carried, Sandra
McCorkel was elected Chairman of the meeting. On motion made by Greg Swope and
seconded by Megan Swope and carried, Sandra McCorkel was elected Secretary of the
meeting.
The Chairman then stated that the first order of business is the election of officers to
serve for the ensuing year or until their successors are elected or appointed by the Board.
Whereupon, John Swope nominated the following persons whose nominations were
seconded by Greg Swope and carried.
FOR PRESIDENT
FOR TREASURER
Sandra McCorkel
Sandra McCorkel
Sandra McCorkel
FOR SECRETARY
There being no further nom-ft-1 ations, the Chairman then instructed the Secretary to cast
the ballot for the unanimous election of all nominees,
,Salaries and commissions were discussed, and after a consensus was reached, it was
decided that salaries and commissions would remain the same.
There being no further busj oess, the meeting was then adjourned by the Chairman.
Secretary Chairman
PENN PRODUCTS CORPORATION
f
Special Meeting of Board of Directors
Held at the White Rock Acres Office on
April 27, 2010
A special meeting of the Board of Directors was held at the White Rock Acres Office on
the 27th day of April, 2010 immediately following the Annual and Organizational
Meetings of the Stockholders.
The minutes of the previouo meeting were read and approved.
Sandy informed the directors that a builder from Newburg, O & R, purchased Lot 148 for
the lady who had called fr Florida back in January. The sales price for this lot was
$76,500.00 and settlement as on March 26th.
Sandy also informed the directors that George Wagner had called her sometime in the
middle of March and wanted to talk about reaching a resolution for the lawsuit he
brought regarding the stumps that had inadvertently dropped on to his property from our
stump dump site. Sandy and George discussed the issue and then Sandy told George that
she would talk to her alto y and have Doug send a preliminary agreement to George's
attorney. As a result of this agreement, Doug was able to file an agreement with the court
on April 1st. On April 5th, Judge Oiler cancelled all court hearings regarding this matter.
The directors also discussed the idea of giving Bob Harpster a deadline for which he
would have to settle on Lot 143, as this lot has been held off the market for two yeas. The
directors voted to give Bob until the end of May to get his situation ironed out and settle
on this lot.
Also, the directors were inf?rmed that Joe and Sue McCorkel will relook at some acreage
on the backside of Section `O' once the surveyor for the NPS completes his survey.
Sandy understands that the urveyor was hired approximately two weeks ago and that a
firm by the name of McPhetson was been hired to complete the appraisal for the NPS.
There being no further busi. ess, the meeting was then adjourned.
?-? v"
Secretary
Chairman
f'
Penn Products Corporation
Regular Meeting of the Board
Directors Held at the White Rock
Acres Office on August 19, 2010
At the hour of 6:00 P.M.
A regular meeting of the B' and of Directors of Penn Products Corporation was held at the
White Rock Acres Office ith the following members present: Greg Swope, John Swope,
Megan Swope and Sandra cCorkel.
The minutes of the previo* meeting were read and approved
Sandy informed the direct Irs that on July 2nd, Lot 146 was sold to residents, Art and Ruth
Heller, who already live h*e and bought this as an adjoining lot to their property. The
sale price was $70,000. Th?s was a much needed sale.
Sandy informed the directors that she was hoping to get the remaining drainage areas,
sewer lateral connections d wearing coarse of the road installed, but the time had run
out under the township gui elines. Evidently the paperwork has to be submitted earlier in
the year. We would have h d until October 31St to pave, but the paperwork was not
submitted in time. Hopeful y, all of this work can be completed before the end of the
summer next year, and the we can dedicate the last portion of Kuhn Road to the
township.
Sandy had Steve Bowman on site to help to locate the ends of the sewer laterals so, that
Kreiders Excavating can en go ahead and run the stubs in to the front of the lot lines.
This work should be competed by fall.
There was some discussion on the pending sale of lands to the National Park Service.
There was a new appraisal requested a while ago, and we are now awaiting the report to
see if the price per acre h increased at all. This will be the third appraisal for these
properties. They informed andy that this is the final one that they will request.
Discussion washeld on th Liability and Worker's Comp. Insurance. We have been
unable to pay the past few ears, so we will hold further discussion to see if we should
pay the past two years and en go from there. Sandy will talk to Doug to see what he
would recommend.
There being no further business, the meeting was then adjourned.
--' Secre hairman
PENN PRODUCTS CORPORATION
Regular Meeting of the Board of Directors
Held at the White Rock Acres Office on
January 4th, 2011
A regular meeting of the Board of Directos was held at the White Rock Acres Office on
The 4th day of January, 20 at the hour of 6:00 P.M. The following directors were
present: Greg Swope, John Swope, Megan Swope and Sandra McCorkel
The minutes of the previoul meeting were read and approved.
Sandy informed the directors that last fall, B.R. Kreider, our excavator, had installed the
last of the sewer laterals in the 3rd phase of Section `M' . These included the lots that are
in Section `N', but abut Kuhn Road as it runs through the 3`d phase of Section `M'.
Sandy also informed the d' ectors that last July, the National Park Service received their
final appraisal for our 840.19 acre parcels. The purchase price is listed as $3,140,000.00.
The directors were not hap y with the price, as it did not include values for water and
sewer. However, the direct ms believed that if they did not accept this offer and move on
that the company would b in dire straits. The directors did approve the sale as per their
October 4th, 2010 Resoluo on, and things have been moving forward ever since. The
settlement should be any . e now.
Sandy informed the direct rs that she would be in contact with Al Wolcott, regarding our
liability and workmen's comp insurance policies. We had decided to let them go for the
past few years due to the financial condition and poor economy.
Sandy informed the directors that Rusty Smith, Randy Gibble and the engineer are still
working on the drainage plans, etc. for the 3`d phase in Section 'M'. This has been a real
struggle getting this work completed.
There have been no calls r?cently for lots. Hopefully, the economy will start to turn
around soon.
There being no further bus?ness, the meeting was then adjourned.
Chairman
PENN PRODUCTS CORPORATION
Minutes of the Annual Stockholders Meeting
Held at the White Rock Acres Office on
April 27, 2011
r
The annual meeting of the stockholders of Penn Products Corporation was held at the
White Rock Acres Office, Boiling Springs, Pennsylvania on the 27th day of April, 2011 at
the hour of 7:30 P.M. The Ifollowing stockholders were present: Greg Swope, John
Swope, Megan Swope andl Sandra McCorkel.
The minutes of the previous meeting were read and approved.
The Chairman then stated at all stockholders of record had been given notice of the
time, place and purpose of1tthe meeting in accordance with the corporation's by-laws.
The Chairman then stated at the next order of business is the election of directors to
serve for the ensuing year Vir until their successors are elected or appointed.
Ballots were then distributed to all stockholders present, and the Chairman then asked for
nominations for director. *hereupon, Sandra McCorkel nominated Greg Swope, John
Swope and Megan Swope or director. John Swope then nominated Sandra McCorkel
for director and Greg Swope seconded all nominations and all were carried.
There being no further nominations, the persons present cast their ballots which were
then tabulated by the Judg?s of the Election and cast votes for stockholders who were
represented by proxy with the following results: Votes cast in favor of all nominees for
director of Penn Products 0orporation:
NAME OF STOCKHOLDIER
Maybelle Asper
Sandra L. McCorkel
Gregory R. Swope
John D. Swope
Jean M. Horick
Daniel A. Kuhn
Lewis G. Kuhn
Carolyn L. Wagner
Rodney T. & Doris I. Ernst
Burnell H. Rang
Russell T. Ernst
Donna Lee Goff
David J. Horick
Douglas C. Horick
NO. OF SHARES HELD
5,195
2,849
2,848
2,848
2,270
1,249
1,148
1,148
922
922
903
903
898
897
25,000
NO. OF SHARES VOTED
2,849
2,848
2,848
1,249
1,148
1,148
922
13,012
Penn Products Corporation
Annual Stockholders Meet g
April 27, 2011
Page Two
The Judges of the Election en declared the polls closed and tabulated the votes with the
following results: Out of a total of 25,000 shares issued and outstanding, 13,012 were
voted in favor of the election of all nominees for director. Of all votes cast, 4,467
were voted by proxy and the balance of 8,545 were voted by stockholders present.
Since all the votes cast rep 'esented more than 50% of all shares issued and outstanding,
the Chairman then declare. all nominees for director to be duly elected.
There being no further business, the meeting was then adjourned by the Chairman.
Secretary Chairman
PENN PRODUCTS CORPORATION
Organizational Meeting Held
April 27, 2011
The first and organizational meeting of the newly elected directors of Penn Products
Corporation was held at the White Rock Acres Office, Boiling Springs, Pennsylvania on
the 27`x' day of April, 2011, immediately following the Annual Stockholders Meeting.
The following directors were present: Greg Swope, John Swope, Megan Swope and
Sandra McCorkel.
The minutes of the previous meeting were read and approved.
On motion made by Sawn dr McCorkel and seconded by Megan Swope and carried, John
Swope was elected Chairman of the meeting. On motion made by Greg Swope and
seconded by Megan Swop and carried, Sandra McCorkel was elected Secretary of the
meeting.
The Chairman then stated at the first order of business is the election of officers to
serve for the ensuing year Or until their successors are elected or appointed by the Board.
Whereupon, Megan Swop nominated the following persons whose nominations were
seconded by Greg Swope ?.nd carried.
FOR PRESIDENT Sandra McCorkel
FOR VICE PRESIDENT John Swope
FOR TREASURER Sandra McCorkel
FOR SECRETARY Sandra McCorkel
There being no further no ations, the Chairman then instructed the Secretary to cast
the ballot for the unanimous election of all nominees.
Salaries and commissions jwere then discussed, and after a consensus was reached, it was
decided that salaries and caommissions would remain the same.
There being no further business, the meeting was then adjourned by the Chairman.
C474m Secte.,
gi!??n4 r--- -
61 Chairman
t
Penn Products Corporation
Special Meeting of the Board of Directors
Held at the White Rock Acres Office on
April 27, 2011
A special meeting of the Board of Directors was held at the White Rock Acres Office on
the 27t` day of April, 2011 immediately following the Annual and Organizational
Meetings of the Stockholders.
The minutes of the previou? meeting were read and approved.
Sandy informed the directors that Kreiders installed all sewer laterals that remained to be
installed in the P Phase o Section "M', except for the four lots that abutt Section "N".
Randy was trying to make sure that we would be granted permits, but Sandy told that that
she thought it was best tog ahead and install them prior to the wearing course of the
road being installed. She is still waiting for the paperwork to be completed before the
final work is completed in is final phase of Section "M".
Sandy informed the directors that the National Park Service's final appraisal came in @
September 24, 2010, at a v ue of $3,140,000. Don King of the NPS, urged Sandy to take
this offer, as they are not sure what will become of the funding in the future. Via a
telephone conference, the directors voted on October 0, 2010 to accept the offer. On
February 3, 2011, Sandy re eived a Certificate of Inspection that had to be signed and
returned to the Park Service prior to them being able to set up a settlement date.
Ultimately, settlement was scheduled for February 17, 2011 and the transaction was
finalized on that date. The settlement attorney for the Trail and our attorney are still
working on Penn Products being reimbursed for the real estate taxes that were prepaid
after this date.
After our last meeting, San y spoke with Doug regarding the overdue Liability/Worker's
Comp. Insurance policies. a recommended paying back the two years to cover any
liability that could crop up n the future. Sandy mentioned that she would call Al Wolcott,
our agent, and see if paying two years back is necessary. After some discussion, Greg
Swope made a motion to d whatever Al recommends to do. John Swope seconded the
motion and it was unanimo sly carried.
Sandy informed the directo s that the mice seem to be invading the office this winter.
John Swope made a motion to call and have an exterminator treat for the mice. Megan
Swope seconded the motion and it was unanimously carried.
Sandy informed the directors that she had received an email from Bob Harpster on March
25th, 2011 regarding whether or not we were going to refund his deposit monies on Lot
143 that we had been holding for three years. He had been in to meet with Sandy before
the end of last year, and w extremely hostile to her at that time. Bob is trying to say that
there are huge expenses to a incurred by the township and that Sandy did not disclose
anything about major repairs to the system. Sandy told Bob that the township has been
asserting all kinds of things for the past few decades and to date, she has not received any
notification from the towns 'p regarding any major repairs and/or any cost information.
Nevertheless, Sandy had Doug respond to Bob due to the hostility he showed toward her.
Doug told Bob that he advised Penn Products not to refund the deposit monies as we had
kept the lot off of the marker for nearly three years. In addition, if the buyer fails to make
settlement, the contract call for the agreement to be null and void and deposit monies are
retained as liquidated damages. We have heard nothing from Bob since Doug sent his
email a month ago.
Sandy informed the directo s that she has been emailing Doug as well as our excavator to
see where we stand in moving forward to completing the drainage area, sewer laterals
and wearing course of the wad. Sandy received a response from Doug stating that he just
sent another revised easement description and drawings to the township. Hopefully, these
jobs will be completed w/' another month or two.
There have been a few call about lots approximately a month ago, but no one has been in
touch since.
t
Sandy informed the directo s that Well #2 that is located on Lot 139 is not going to be
used by the water company She told them that she spoke with a representative back a
year or so ago and he said at we could go ahead and cap the well as long as they follow
the DEP's specifications. fter some discussion, John Swope made a motion to cap the
well on Lot 139 so as to gi a more building space within that lot. Greg Swope seconded
the motion and it was un ously carried. If this well goes uncapped, the potential
buyers for this lot would b restricted to a very small area on the lot in which they could
build any structures.
There being no further business, the meeting was then adjourned.
i?l Chairman Secretary V
Penn Products Corporation
Regular Meeting of the Board of
Directors Held at the White Rock
Acres Office on June 5, 2011
A regular meeting of the Board of Directors was held at the White Rock Acres
Office on the 5th day of June, 2011 at the hour of 2:00 P.M. with the following
members present: Greg Swope, John Swope, Megan Swope and Sandra McCorkel.
There was an amendment to the Organizational Meeting's minutes held on April
27th, as follows: Sandy McCorkel made a motion to appoint John Swope as Vice
President of the Corporation, and the motion was seconded by Megan Swope.
The minutes of the previous meeting were then read and approved.
Sandy informed the directors that the water company will be installing a new
storage tank on the Oak Dill Easement at some point in the near future. Someone
from Aqua will be in touc? with me in the near future for an update on this project.
Sandy again asked Doug to check with Don King from the National Park Service to
see why our real estate ta*es have not been refunded as were due as a result of the
settlement on the lands they purchased back in February. Sandy will keep after this.
Sandy will be in touch wi0h Al Wolcott to see about signing up for Liability
Insurance and Worker's Comp. Insurance now that the trail land has settled.
Sandy has not heard anything further from Bob Harpster regarding his default on
the purchase of Lot 143.
Two neighbors have been feuding over the tree removal issue and are not clear on
what our covenants state regarding this issue. They are asking that we further
clarify the covenants in this regard. The directors discussed that this would be a
hard call, and decided to table this discussion at this time.
Sandy informed the directors that there have been no lot calls as of late.
There being no further business, the meeting was then adjourned.
Secretary Chairman
Penn Products Corporation
Regular Meeting of the Board of
Directors Held at the White Rock Acres
Office on October 12, 2011
A regular meeting of the Board of Directors of Penn Products Corporation was held
at the White Rock Acres Office on the 12th day of October, 2011 at the hour of 6:00
P.M. with the following members present: Greg Swope, John Swope, Megan Swope
and Sandra McCorkel.
The minutes of the previous meeting were read and approved.
Sandy informed the directors that our excavators completed the paving and
shoulders in the last phase of Kuhn Road at the end of July in order to have the
street dedicated to the township by the 1St of August. Our engineer worked
feverously on the drains a area drawings, etc. and Sandy was able to get the
maintenance check, dra gs, deed of dedication documents to the township by the
deadline. However, and as per usual, the township did not accept the road
dedication at this time. Doug told Sandy that. the township engineer repeatedly
changed things as soon a$ we submitted corrections from his previous comments.
Since the township did n #t accept the dedication, we are revamping the drainage
area so that it will totally?be filled in along the front of the buildings lots in question
and there will not be unsightly guard rails. This is what Sandy wanted them to do all
along, but due to the tim$ frame they had to work in, they went with the guard rail
design. Randy will be keeping us up to date on the engineering aspect of this project.
Sandy informed the dire tors that Insurance and Surety has filed a complaint with
the District Justice regarding back years of payments for Liability and Worker's
Comp Insurance. With no communication from Al Wolcott, and having not made
payments intentionally de to the financial conditions, Doug is prepared to fight this
case.
Sandy has asked Randy (dibble from Kreiders Excavating, to install Road Closed
signs at either end of our 'newly completed portion of Kuhn Road in order to keep
cars out until the road is accepted by the township. This is only necessary during the
winter months when the now is on the road. This is to head off any liability issue.
Sandy also informed the irectors that she has been talking with Mike McCorkel
about building a spec ho a on one of our lots. Sandy told Mike that she would put
the lot up and $50,000 an hold reimbursement for both until the house would sell.
Mike is seriously thinkin about this.
There have been no recent calls about lots.
t
Regular Meeting of Board of Directors
October 12, 2011
Page Two
J
There being no further business, the meeting was then adjourned.
Secretary _? -
Chairman
EXHIBIT 5
2011 Tax Return(s)
Prepared for PENN PRODUCTS CORPORATION
Client Code: tll-ppc
Account Number 787449
Release Number 2011.02041
Prepared by Kochenour, Earnest, Smyser & Burg
710 South George Street
York, PA
17401-3133
717-843-8855
Processing
Special
Instructions
Messages
Date: 03/11/2012
Time : 17: 20: 39
100071 05-01-11
- ProSystem fx-
2011 TAXI RETURN FILING INSTRUCTIONS
U4-S. CORPORATION INCOME TAX RETURN
FOR THE YEAR ENDING
DECEMBER 31, 2011
Prepared for
PENN PRODUCTS'CORPORATION
1369 SWOPE DR
VE
?
BOILING SPRINGS, PA 17007-9611
Prepared by
KOCHENOUR, EARNEST, SMYSER & BURG
710 SOUTH GEORGE STREET
YORK, PA 1740L-3133
To be signed and
dated by THE APPROPRIA TE CORPORATE OFFICER(S).
Amount of tax Total tax $ U4.595
Less: payments and credits $ 7 8 $ , 0 0 0
......................
Plus: other amount $ 0
... . .......... . ........................
Plus: interest and penalties, $ ,,,,,,,,,,,,,,,,,,,,,,,,, 3,,, 6 3 3
NO PMT REQUIRED $ .......................................
Overpayment Credited to your estimated tax $ 5 9. r. 7 7 2
....................... .
Other amount
Refunded to you $ .....................................
Make check NOT APPLICABLE
payable to
Mail tax return
and check (if
applicable) to DEPARTMENT OF', THE TREASURY
INTERNAL REVM E SERVICE CENTER
CINCINNATI, 0H 45999-0012
Return must be
mailed on
or before MARCH 15, 2012
Special
Instructions
100084 05.01-11
CARRYOVER DATA TO NEXT YEAR
Name Employer Identification Number
PENN PRODUCTS COR-PORATtON 23-0952620
Based on the Information provided with this return, the following are possible carryover amounts to next year.
Federal Capital Loss 9,459.
2011 TAX RETURN FILING INSTRUCTIONS
PENNSYLVANIA FORM RCT-101
Prepared for
FOR THE YEAR ENDING
,DECEMBER 31, 2011
PENN PRODUCT CORPORATION
1369 SWOPE D IVE
BOILING SPRINGS, PA 17007-9611
Prepared by
KOCHENOUR, E NEST, SMYSER & BURG
710 SOUTH GE0GE STREET
YORK, PA 174-3133
To be signed an
dated by THE APPROPRIATE CORPORATE OFFICER(S).
Amount of tax Total tax
$ ,,.....,,, 2411W,99
Less: payments and credits $ 261,213.00
Plus: other amount $ 0.00
...........................r.1.........
Plus: interest and penalties $ ............................Y..r. Q Q
OVERPAYMENT $ 2 0,,, 0 9,,,. 0 0
Overpayment Credited to your estimated tax $ 2 0 , 0 9 5.0 0
Other amount p
Refunded to you $ ......................... Q Q 0
Make check NOT APPLICABLE
payable to
Mail tax return PA DEPT OF RE ENUE
and check (if REFUND REQUESTED
applicable) to PO BOX 2 8 0 7 0 6
HARRISBURG, PA 17128-0706
Return must be
mailed on APRIL 17, 2012
or before
Special
Instructions
100084 05-01.11
U
S
Corporation Income Tax Return CMBNo.1545.0123
1120 .
.
Form For calendar year 2011 or tax year
Department of the Treasury
beginning _ ending 2011
Internal Revenue Service
A Check if: Name B Employer identification number
sa(attachForme a6iyreturn
....11
PENN P ODUCTS CORPORATION
23-0952620
b Lifelnonlife consoli-
dated return .............. TYPE
OR
Number, street, and room or suite no. If a P.O. box, see Instructions.
C Date Incorporated
p
a
2 (a
ffachS-ii tgco;
MM1I
PRINT
1369 S OPE DRIVE
12/27/1927
3 (see Insructions)CI(P City or town, state, nd ZIP code
D Total assets see instructions
( )
4 Schedule M-3
attached
...................
B0TLTN_3 SPRINGS, PA -
1 7 9 2 8 7 3.
E Check if: 1 Initial r turn 2 Final return 3 Name chance 4 ddress ch ance
1 a Merchant card and third-party payments. For 20 1, enter -0- .............................. 1a 0.
b Gross receipts or sales not reported on line is ( e instructions) ,,,,,,,,,,,,,,,,,,,,,,,, 1b 3 140,000.
c Total. Add lines 1a and 1b ........................................................................... 1c 3 140,000.
d Returns and allowances plus any other adjustments (see instructions) ,,,,,,,,,,,,,,,,,, id
e Subtract line 1d from line 1c .................................................................................... .................................... 1e 3,140,000.
2 Cost of goods sold from Form 1125-A, line 8 (att?ch Form 1125-A) ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 2
E 3 Gross profit. Subtract line 2 from line 1e ,,,,
4 Dividends (Schedule C, line 19) ................................................................................................................. 4 16,278.
5 interest
............................................. ............................................................................................
5
6 Gross rents
7 Gross royalties ......................................................................................................................................... 7
8 Capital gain net income (attach Schedule D (Fort)} 1120)) ,,,,,,,.,.., ..................................................... .... 8
9 Net gain or (loss) from Form 4797, Part II, line 1? (attach Form 4797) ,,,,,,, ,,,,,,,,, ,,,,,,,,, ,,,,,,,,, ,,,,,, 9
10 Other income (attach schedule) .................................................................................................................... 10
11 Total income. Add lines 3 through 10 ............................................... 11 3,156,278.
-- 12 Compensation of officers from Form 1125-E,
line 4 (attach Form 1125-E) ............................................................................................................................ ?
12
o 13 Salaries and wages (less employment credits) ................................................................................................ 13 8,100.
.16 14 Repairs and maintenance ........................................................................................................................... 14 1,680.
v 15 Bad debts 15
16 Rents ........................................................................................................... 16
a 17 Taxes and licenses ........................................................................ Se,?,,, Staten1e11t....?............. 17 329,002.
9 18 Interest 18
19 Charitable contributions 19
E 20 Depreciation from Form 4562 not claimed on Form 1125-A or elsewhere on return (attach Form 4562) ........................ 20 790.
0 21 Depletion ................................................. ..................................................... 21
22 Advertising ............................................................................................................................................. 22 _ 519.
23 Pension, profit-sharing, etc., plans ,,,,,,.,,,
P
Y 24 Employee benefit programs
25 Domestic production activities deduction (attach torm 8903) ,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,, 25
26 Other deductions (attach schedule) ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,See.,,Std ...... 26 385 343.
N 27 Total deductions. Add lines 12 through 26 ..... ............................. ............................................................. ? 27 735,434.
CO 28 Taxable income before net operating loss deduction and special deductions. Subtract line 27 from line 11 „ ,,,,,,, 28 2 , 420 r 844
.
29a Net operating loss deduction (see Instructions)
F
,hStatement
3
.
29a 278 286 .
v -,
..
,,,
,
,,,,,.,
b Special deductions (Schedule C, line 20) ,,,,,,,,,, ,,,,,,,,,,,,, 29b 11,395.
.................
c Add lines 29a and 29b ................................................................................................................................ 291 289 681
.
y 30 Taxable income. Subtract line 29c from line 28 ( ea instructions) ,,,,,,,,,,,,,,„......,....,,,,,,.,,,.,.,,,,...,..,,..,......._.. 30 2 131,163 .
Y 31 Total tax (Schedule J, Part I, line 11) ........ , ...... ......... 31 _ 724 , 595
.
2D 32 Total payments and refundable credits (Schedule J, Part II, line 21) ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 32 788 , 000
.
a >V 33 Estimated tax penalty (see instructions). Check if orm 2220 is attached ......... ......... ............ . 0- FX 33 3 633
.
d9 34 Amount owed. If line 32 is smaller than the total f lines 31 and 33, enter amount owed ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 34 0 .
co 35 Overpayment. If line 32 is larger than the total of ines 31 and 33, enter amount overpaid 35
.
59 772
X 36 Enter amount from line 35 you want:'Credited to 012 estimated tax ? 59,772. Refunded ? 36
Sign
Here Under penalties of perjury, I declare that I have examine
correct, and complete, Declaration of preparer (other th this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true,
taxpayer) is based on all information of which preparer has any knowledge. MaY the IRS discuss this
r turn d the prepar er
! sRewn`?alow9
'Signature of officer Date , ®Yes 0 ,
"tie
Paid PrlnVrype preparer's name
HILIP G. LAUER Prepararia ig ure Date
03/11/12 Check
efmpl yedEl N
PTI00109006
Preparer Firm'sname? Kochenour
Ea net Sm s r & Bur Firm'sEIN? 23-1315156
Use Only j
Firm'saddress? 710 South G Street Phoneno.717-843-8855
York PA 17 33
12 12'11 JWA For Paperwork Reduction Act Notice, see Instructions. Form 1120 (2011)
Form 1120 (2011) PENN PRODUCTS COR ORAT ION 23-0952620 Pa e 2
Schedule C Dividends and Special eductions (see instructions) (a) Dividends
received (b)
°% ° (c) Special deductions
(a) x (b)
1 Dividends from less-than-20%-owned domestic Corp ations (other than
debt-financed stock) ........................•..... $.t mt... 4
16,278.
70
11,395.'
2 Dividends from 20%-or-more-owned domestic corporations (other than debt-financed
stock) ...................
3 Dividends on debt-financed stock of domestic and foreign corporations ... , see
instru°eons
4 Dividends on certain preferred stock of less-than-20%}owned public utilities .................. 42
5 Dividends on certain preferred stock of 20%-or-more-awned public utilities ..................... 48
6 Dividends from less-than-20%-owned foreign corporations and certain FSCs .................. 70
7 Dividends from 20%-or-more-owned foreign corporations and certain FSCs ,,,,,,,,,,,,,,,,,, 80
8 Dividends from wholly owned foreign subsidiaries .., ...............,,.,.,.,,,,...,.....,, . 100
9 Total. Add'lines 1 through 8 ................................. P.Q.e,.,stat fmgnt 11,395.
10 Dividends from domestic corporations received by a srl all business investment
company operating under the Small Business Investment Act of 1958 ...........................
100
I 1 Dividends from affiliated group members ................................ .............................. 100
12 Dividends from certain FSCs .,..,,,,,..„.....
.................. 100
13 Dividends from foreign corporations not included on lines 3, 6, 7, 8, 11, or 12 ...............
14 Income from controlled foreign corporations under subbart F (attach
Form(s) 5471) ...................................................................
................................
15 Foreign dividend gross-up ................................................................................
16 IC -DISC and former DISC dividends not Included on links 1, 2, or 3
17 Other dividends
.................................................:...............................................
18 Deduction for dividends paid on certain preferred stock bf public utilities ,,,,,,,,,,,,,,,,,,,,,,,,
19 Total dividends. Add lines 1 through 17. Enter here and on page 1, line 4 ,,,,,,,,,,,,,,, ? 16,278.
Farm 1120 (2011)
111611
12-12-11 JWA
Form 1120 (2011) pENN PRODUCTS CORP RATION 23-0952620 Page 3
Schedule J Tax Comp utation and Pa meet see instructions
Part I - Tax Computation
f Check if the corporation is a member of a controlled gr up (attach Schedule 0 (Form 1120)) ?
2 Income tax. Check if a qualified personal service corpor! ?tton Stmt 6
(see instructions) ................................................... .......... ? 0 2 724,595.
3 Alternative minimum tax (attach Form 4626) 3
4 Add lines 2 and 3 .............................................. ...i.......... ................................................................................. 4 724,595.
5a Foreign tax credit (attach Form 1118) ..................... . , ,..,,... 5a
b Credit from form 8834, line 30 (attach Form 8834) ..... ........ ............. .................... .. 51)
c General business credit (attach Form 3800) ,,,,,,,,,,,,;,,,,,,,,,,,,,,,,, ,,,, 50
d Credit for prior year minimum tax (attach Form 8827) ,.,, ................ 5d
e Bond credits from Form 8912
6 Total credits. Add lines 5a through 5e ......................................................................... ...................
................... 6
7 Subtract line 6 from line 4
................................................................................................................................
7
724 595.
8 Personal holding company tax (attach Schedule PH (Forlm 1120)) 8
9a Recapture of investment credit (attach Form 4255) ,,,,,, ,, 9a
b Recapture of low-income housing credit (attach Form 8011) ,,,,,,,,, ,,,,,,,,,,,,,,,, 9b
c Interest due under the look-back method-completed lonb-term contracts
(attach Form 8697) ...................................................................................... 90
d Interest due under the look-back method-income foreca ?t method (attach Form 8866) ,,, 9d
e Alternative tax on qualifying shipping activities (attach F6 rm 8902) ,,,,,,,,,,,,, 9e
f Other (see instructions - attach schedule) ,,,,,,,,,,,,,,,,, ,,,,,,,,,...... 9f
10 Total. Add lines 9a through 9f ,,,,,,,,,, ,,, ,,,,,,,, 10
11 Total tax. Add lines 7 8 and 10. Enter here and on pago 1 line 31
....................................... 11 724,595.
Part II - Payments and Refundable Credits
12 2010 overpayment credited to 2011 ................................................ 12
13 2011 estimated tax payments ............................................................................................................................ 13 788,000.
14 2011 refund applied for on Form 4466 ,...,. .................................................... 14
15 Combine lines 12, 13, and 14 ......................... ......... 15 _788,000,
16 Tax deposited with Form 7004 ,.,.,..,,.,.
17 Withholding (see Instructions) .......................................... ...................................................... ........... 17
18 Total payments. Add lines 15, 16, and 17 .................:..................................... .......
.............................................. 18 788,000.
19 Refundable credits from:
a Form 2439
b Form 4136
c Form 3800, line 17c and Form 8827, line 8c ,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 190
d Other (attach schedule - see Instructions) ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,„.,.,,,,,.,.,..,,,,,,,....,... 19d
20 Total credits. Add lines 19a through 19d ........ ......... ......... ......... ..... ........ .................................... 20
21 Total a meets and credits. Add lines 18 and 20. Enter ere and on a e i line 32 ...................................................... 21 7 8 8 0 0 O.
Schedule K Other Information see Instruc ions
1 Check accounting method: a [I Cash b ® Accrual c 0 Other(specify) ? Yes No
2 See the instructions and enter the:
a Business activity code no. ? 5 313 9 0
b Business activity ? REAL ESTATE
c Product or service ? BUILDING LOTS
_
3 Is the corporation a subsidiary in an affiliated group or a pa ent-subsidiary controlled group? ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
It "Yes," enter name and EIN of the parent corporation ?
4 At the end of the tax year:
a Did any foreign or domestic corporation, partnership (including any entity treated as a partnership), trust, or tax-exempt
organization own directly 20% or more, or own, directly or I directly, 50% or more of the total voting power of all classes of the
corporation's stock entitled to vote? If "Yes," complete Part of Schedule G (Form 1120) (attach Schedule G) ,., $
b Did any individual or estate own directly 20% or more, or own, directly or indirectly, 50% or more of the total voting power of all
classes of the corporation's stock entitled to vote? If "Yes," complete Part II of Schedule G (Form 11201 (attach Schedule 61 x
Form 1120 (2011)
111621
12-12-11 JWA
Form 1120 (2011) PENN PRODUCTS COR ORATION 23-0952620 Page 4
Schedule K Other Information continued see Instructions
Yes No
5 At the end of the tax year, did the corporation:
a Own directly 20% or more, or own, directly or indirectiy,150% or more of the total voting power of all classes of stock entitled to vote of any
foreign or domestic corporation not Included on Form 851, Affiliations Schedule? For rules of constructive ownership, see Instructions ...
"
"
....••,,,,,••,.
X
If
Yes
com lets i throw h iv below.
I Name or Corporation
O N Employyer
Identification Number
Of any)
of
S) ry
Incorporatbn li Count
(Iv) Percentage
Owned in Voting
Stock
b Own directly an Interest of 20% or more, or own, directlylor indirectly, an interest of 50% or more in any foreign or domestic partnership
(including an entity treated as a partnership) or in the beneficial Interest of a trust? For rules of constructive ownership, see instructions ....
"
"
.• •. ••.......
T
X
if
Yes
complete I through iv below.
(1) Name of Entity li Em to er
Identif cation Number
(if any) nl Country
() of
organization v azimum
Percentage Ownedin
Ptorit, Loss,or Capital
6 During this tax year, did the corporation pay dividends (ot
excess of the corporation's current and accumulated earn
" er than stock dividends and distributions in exchange for stock) in
ngs and profits? (See sections 301 and 316.)
X
If
Yes; file Form 5452, Corporate Report of Nondividend istrlbutlons.
If this is a consolidated return, answer here for the parent orporation and on Form 851 for each subsidiary.
7 At any time during the tax year, did one foreign person ow l, directly or Indirectly, at least 25% of (a) the total voting power of all
classes of the corporation's stock entitled to vote or (b) th{ P total value of all classes of the corporation's stock? ,,,,,.....,
............................
.....
....... X
Far rules of attribution, see section 318. If "Yes;' enter:
(I) Percentage owned ? and (i ) Owner's country ?
(c) The corporation may have to file Form 5472, Informal
Corporation Engaged In a U.S. Trade or Business. Enter th on Return of a 25% Foreign-Owned U.S. Corporation or a Foreign
e number of forms 5472 attached ?
8 Check this box if the corporation issued publicly offered d
If checked, the corporation may have to file Form 8281, Ini
9 Enter the amount of tax-exempt Interest received or accrue bt Instruments with original issue discount
,ormation Return for Publicly Offered Original Issue Discount Instruments.
d during the tax year ? $
0 Enter the number of shareholders at the end of the tax year (if 100 or fewer) ? 11
1 If the corporation has an NOL for the tax year and is electin g to forego the carryback period, check here
If the corporation is riling a consolidated return, the statement require
2 Enter the available NOL carryover from prior tax years (do by Regulations section 1.1602-21(bK3) must be attached or the election will not be valid.
of reduce it by any deduction on line 29a.) ? $ _ 2 7 8 , 2 8 6 .
3 Are the corporation's total receipts (line 1c plus lines 4 thr
tax year less than $250,000?
"
" ugh loon page 1) for the tax year and its total assets at the end of the
X
Yes,
If
the corporation is not required to complete Schedu
distributions and the book value of property distributions (o
4 is the corporation required to file Schedule UTP (Form 1121
"
" les L, M-1, and M-2 on page 5. Instead, enter the total amount of cash
ther than cash) made during the tax year. ?$
)), Uncertain Tax Position Statement (see instructions)?
X
If
Yes,
complete and attach Schedule UTP.
is Did the corporation make any payments in 2011 that would
"
" require it to file Form(s) 1099 (see instructions)? X
b If
Yes,
did or will the corporation file all required Farms 10 9? X
.n .. nAIA ............................ ...
Form 1120 (2011)
Form 1120 (2011) pENN PRODUCTS CORPORATION
23-0952620 Page 5
ScheduleL Balance Sheets Per Books Beginning of tax year End of tax year
Assets a b c (it)
1 Cash .................. ....
...... ....................... 19 069. 12,946.
2a Trade notes and accounts receivable ,.,. 1,895.
b Less allowance for bad debts .,,,..... ;; 1,895.
3 Inventories
4 U.S. government obligations ..................
5 Tax-exempt securities ............
6 Other current assets (att. sch.) ...$.i 2,213. 73,789.
7 Loans to shareholders
8 Mortgage and real estate loans,,,,,,,,,,,
9 Other Investments (att. sch.) ,,, 1,067,053.
10a Buildings and other depreciable assets ...... 40,976. 40,976.
b Less accumulated depreciation ............... 33 634 7,342. 34, 425 6,551.
11a Depietable assets ................................. 5,822. 5,822.
b Less accumulated depletion ,,,,,,,,,,,,,,,,,,,,, 4 466 1 356. 4 466 1,356.
12 Land (net of any amortization) ,,,,,,,,,,,,,,,,,,
13a Intangible assets (amortizable only) .....
.„
b Less accumulated amortization
14 Other assets (att. soh.) .,,,,, t,,..9 541,661. 629,283.
15 Total assets ....................................... 571 641. 1
792
873.
Liabilities and Shareholders' Equity
16 Accounts payable „,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
831 344. ,
,
385,787.
17 Mortgages, notes, bonds payable in less than 1 year
16 Other current liabilities (all. sch.) ,,,,,,,,,,,,,,,,,,,,,
19 Loans from shareholders,,,.,.„ ................ 20,000.
20 Mortgages, notes, bonds payable in 1 year or more
21 Other liabilities (att. sch.) ........................
22 Capital stock: a Preferred stock
bCommon stock
,,,,,,
25,000.
25,000.
25,000.
25,000.
23 Additional paid-In capital ........................
24 Retained earnings -
Appropriated (attach schedule) .....................
25 Retained earnings - Unappropriated ,,,,..... " <304,703. > 1,382,086.
26 Adjustments to shareholders'
equity (attach schedule) ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
27 Less cost of treasury stock ,,,,,,,,,,,,,,,,,,,,,
28 Total liabilities and shareholders' equity_... 571 6 41. 1,792,873.
Schedule M-1 Reconciliation of Inco
Note: Schedule M-3 required lnst me (Loss) per Books With Income per Return
ad of Schedule M-1 if total assets are $10 million or more - see Instructions
1 Net income (loss) per books ..................... 1 6 8 6 7 8 9 . 7 Income recorded on books this year not
2 Federal income tax per books „ .................„ 724,596 . Included on this return (itemize):
3 Excess of capital losses over capital gains 9,459 . Tax-exempt Interest $
4 Income subject to tax not recorded on books this year
(itemize): _
8 Deductions on this return not charged
5 Expenses recorded on books this year not
deducted on this return (itemize):
a Depreciation,...,. $
Charitable
b contributions ...... $ against book Income this year (itemize):
a Depreciation ,,.., $
bconcnarcontributCharitable
ibueabe $
ons .........
Travel and
C entertainment .., $
9 Add lines 7 and 8
6 Add lines f through 5 ................................. 4 2 0 8 44. 10 Income (page 1 line 28 tine ti less tine 9 ...... F 2 42 0 8 44 .
Schedule M-2 Anal sis of Una ro ri ted Retained Earnings per Books Line 25, Schedule L
1 Balance at beginning of year ..................... <3 0 4 7 0 3 . 5 Distributions: a Cash
2 Net income (loss) per books ..................... 686 789. b•Stock
3 Other Increases (itemize): c Property ,,,,,,,,,,,,,,,,,,
6 Other decreases (itemize)
7 Add lines 5 and 6
4 Add lines 1 2 and 3 ................................
3 82,086. ................................ .....
1 8 Balance at end of year Ilne 41ess line 7
1,382,086.
12-12 -11 JwA Form 1120 (2011)
SCHEDULE D Capital Gains and Losses
(Form 1120)
? Attach to Form 1120, 1120-0, 1120-F, 1120•FSC,1120-H, 1120-10-DISC, 1120-L, 1120-ND,
Department of the Treasury 1120-PC 112P-POL
Internal Revenue Service , , 1120-REIT, 1120•RIC 1120-81', or certain Forms 990-T.
? See separate Instructions.
Name
OMB No. 15450123
2011
Part I _ I Short-Term Capital Gains an Losses - Assets Held Onp Ypar nr Lpsc
(a) Description of property
(Example: 100 shares of Z Co.) (b) Date acqui ad
(mo., day, yr,) (c) Date sold
(mo., day, yr.) (d) Sales price
(see instructions) (e) Cost or other basis
(see Instructions) (f) Gain or (loss)
(Subtract (e) from (d))
iSee attached
Charles Schwab ariou arious 320 836. 330 092. <9 256.
GreenHaven CC Index
Fund ariou Various 1,071. <1,071.
2 Short-term capital gain from installmen t sales from Fo m 6252, line 26 or 37 .........
................................................. ... 2
3 Short-term gain or (loss) from like-kind exchanges frolm Form 8824 -........ * .................. 3
4 Unused capital loss carryover (attach computation) ..................... ..I.... I ................ 4
5 Net short-term capital gain or (loss). Combine lines 1. hrou h 4 ....... ......... ...................... ......................... 5 <10,327.:
1 11-01 1.111 1 t.Vrlcy- 1 vim Vaplial ualns ana (LOSSES - ASSetS Hprn Mnrp Than nna Vanr
6
7 Enter gain from Form 4797, line 7 or 9 .............................................................................................................. 7 _
8 Long-term capital gain from Installment sales from Form 6252, line 26 or 37 ............................................ 8
9 Long-term gain or (loss) from like-kind exchanges froth Form 8824 .... ......... ......... ...........-' 9
10 Capital galn distributions (see Instructions) ......... „ ....... ......... 10 868.
11 Net long-term capital gain or (loss). Combine lines 6 t rou h 10 .............................................................................. 71 868.
L r01 r. 111 1 Ou111111ar}r VT rarL5 I a"O 11
12 Enter excess of net short-term capital gain (line 5) ove net long-term capital loss (line 11) ............... 12
13 Net capital gain. Enter excess of net long-term capital gIOin (line 11) over net short-term capital loss (line 5) 13
14 Add lines 12 and 13. Enter here and on Form 1120, pate 1, line 8, or the proper line on other
returns
i d
............................................................hh..........,.................................................................................
Note. If losses exceed pains, see 0aPita t losses In the Instructions
JWA For Paperwork Reduction Act Notice, see the Instr tions for Form 1120.
Schedule D (Form 1120) (2011)
121051
12.20-11
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A 12
Form 1125-E ( Compensation of Officers
(December 2011) / OMB No. 1545-2225
Department of the Treasury A?tach to Form 1120, 1120-0, 1120-F, 1120-RIC.
Internal Revenue Service See se arate instructions
i 110- Noma
.. , Employer Identification number
PENN PRODUCTS CORPORATION 23-0952620
Note. Complete Form 1125-E only if total receipts ar? $500,000 or more. See instructions for definition of total receipts.
(a) Name of officer (b) Social security nt of
(0) Perc Percent of stock owned (f) Amount of
number I
e
business (d) Common (e) Preferred compensation
1SANDRA L. MCCORKEL 175-48-6956 100
i
i
2 Total compensation of officers ...............:..................j .....,.......................,...
............................................... . 2
3 Compensation of officers claimed on Form 1125-A or el+ here on return ............. ............ 3
4 Subtract line 3 from line 2. Enter the result here and on Fo
appropriate line of our tax return .............................. rm 1120, page 1, line 12 or the
.............................
.........................................................
q
0 ,
For Paperwork Reduction Act Notice, see separate Instructions. Form 1125-E (12-2011)
i
124451 01-19-12
Form 2220 Underpayment of Estimated Tax by Corporations OMeNo.1645.0142
Department or the Treasury ? See separate Instructions. 2011
Internal Revenue Service ? Attach to the corporation's tax return.
Name Employer identification number
PENN PRODUCTS CORPORATION 23-0952620
Note: Generally, the corporation is not required to file Form 2220 (see Part I I below for exceptions) because the IRS will figure any penalty owed and bill "the
corporation. However, the corporation may still use »orm 2220 to figure the penalty. If so, enter the amount from page 2, line 38 on the estimated tax
penalty line of the corporation's Income tax return, bot do not attach Form 2220.
1 Part 1 1 Required Annual Pavment
1 Total tax (see instructions)
.......................................................................................................................
2 a Personal holding company tax (Schedule PH (Form 11 0), line 26) included on line 1 ............... 2a
b Look-back interest Included on line 1 under section 46 (b)(2) for completed long-term
contracts or section 167(g) for depreciation under the I come forecast method ........................ 2b
c Credit for federal tax paid on fuels (see instructions) ,F,,,,,,,,,,,,,„.,.,,,., 2c
d Total. Add lines 2a through 2c ...........................
3 Subtract line 2d from line 1. If the result Is less than $5?0, do not complete or file this form. The corporation
does not owe the penalty ......................................................................................................................................
4 Enter the tax shown on the corporation's 2010 Income x return (see instructions). Caution: If the tax is zero
or the tax year was for less than 12 months, skip this line and enter the amountfrom line 3 on line 5 ,,
5 Required annual payment. Enter the smaller of line 3 Or line 4. If the corporation Is required to skip line 4,
724,595.
724.595.
Part II Reasons for Filing - Check the box below that apply. If any boxes are checked, the corporation must file Form 2220
even if it does not owe a penalty (see Instruct ns).
6 t_1 The corporation is using the adjusted seasonal tstallment stallment method.
7 0 The corporation is using the annualized income method.
8 0 The corporation Is a "large corporation" figuring ?ts first required installment based on the prior year's tax.
Part III I Figuring'the Underpavment
a b c d
9 Installment due dates. Enter in columns (a) through
(d) the 15th day of the 4th (Form 990-PF filers:
Use 5th month), 6th, 9th, and 12th months of the
corporation's tax year ................................................ 9 04/18/2011 06/15/2011 09/15/2011 12/15/2011
110 Required installments. If the box on line 6 and/or line 7
above Is checked, enter the amounts from Sch A, line 3$. If
the box on line 8 (but not 6 or 7) is checked, see instructions
for the amounts to enter. If none of these boxes are checked,
enter 25% of line 5 above in each column,,,,,,,,,,,,,,,,., ,,. 10 181.149. 181,149. 181,148. 181,149.
11 Estimated tax paid or credited for each period (see
instructions). For column (a) only, enter the amount
from line 11 on line 15 ............................................. 11 788,000.
Complete lines 12 through 18 of one column before
going to the next column.
12 Enter amount, if any, from line 18 of the preceding colunpn 12 244,554.
13 Add lines 11 and 12 ,,,,,,,,,,,,,,,,,,
.................... 13 788 000. 244,554.
14 Add amounts on lines 16 and 17 of the preceding column 14 181,149. 362,298.
15 Subtract line 14 from line 13. If zero or less, enter -0- ,.,,, 15 425,702. 244,554.
16 If the amount on line 15 is zero, subtract line 13 from Iln?
14. Otherwise, enter -0- ............................................ 16 181 14 9 .
17 Underpayment. It line 15 is less than or equal to line 10,1 _
subtract line 15 from line 10. Then go to line 12 of the ne ?CI
column. Otherwise, go to line 18 .......... .............. ...„ 17 181 149. 181,149.
18 Overpayment. If line 10 is less than line 15, subtract line 1 10
from line 15. Then o to line 12 of the next column ..... ... 18 244,554.
JWA For Paperwork Reduction Act Notice, see separate linstrurtions.
Form 2220 (2011)
112801
12.03.11
PEIM PRODUCTS CORPORATION 23-0952620
Form 2220(2011) Page 2
Part IV Figuring the Penalty
19 Enter the date of payment or the 15th day of the 3rd m?nth
after the close of the tax year, whichever is earlier (see
instructions). (Form 990-PF and Form 990-T filers: Use 5th
month instead of 3rd month,)
.................. ......
20 Number of days from due date of installment on line 9 to the
date shown on line 19 ............................................... ....
1
21 Number of days online 20 after 4/15/2011 and before 7/1/2011
22 Underpayment on line 17 x Number of days on line 21 x 4% ,,,
365
I
23 Number of days on line 20 after 06/30/2011 and before 10/11/2011j
24 Underpayment on line 17 x Number of days on line 23 x 4%
365
25 Number of days on fine 20 after 9/30/2011 and before 1/1/2012 ,
26 Underpayment online 17 x Number of days on line 25 x 3%
365
27 Number of days online 20 after 12/31/2011 and before 4/1/2012 „
28 Underpayment online 17 x Number of days online 27 x3%
366
29 Numbs( of days online 20 after 3/31/2012 and before 7/112012 „ 29
30 Underpayment on line 17 x Number of days on line 29 x30
366
31 Number of days online 20 after 6/3012012 and before 10/01/2012 ... 1 31
Statement 110
32 Underpayment online 17 x Number of days on line 31 x'% ,.,. {.,,, 32
366
33 Number of days online 20 after 9/30/2012 and before 1/1/2013
33
34 Underpayment online 17 x Number of days online 33 x'% ,,,, 34
366
35 Number of days on line 20 alter 12131/2012 and before 2116/2013
35
36 Underpayment online 17 x Number of days on Ilna 35 x'% 36
365
37 Add lines 22, 24, 26, 28, 30, 32, 34, and 36 ,,,,,,,,,,,,,,,,,,,,,,,
3]
2
38 Penalty. Add columns (a) through (d) of line 37. Enter tale total here and on Form 1120; line 33;
11.
* Use the penalty interest rate for each calendar quarter, whic the IRS will determine during the first month in the preceding quarter.
These rates are published quarterly in an IRS News Release a 0d In a revenue ruling in the Internal Revenue Bulletin. To obtain this
information on the Internet, access the IRS website at www.l?.gov. You can also call 1-800.829-4933 to get interest rate Information.
JWA
Form 2220 (2011)
112802
12-06-11
PENN PRODUCTS CORPORATION 23-0952620
Form 1120 Taxes and Licenses Statement 1
Description Amount
OTHER TAX 90.
PA CAPITAL STOCK 4,433.
PAYROLL 67,852.
REAL ESTATE 20,094.
Pennsylvania Taxes - Based on Income 236,533.
Total to Form 1120, Line 17 329,002.
Form 1120 Other Deductions Statement 2
Description Amount
COMMISSIONS 337,500.
DIRECTORS' FEES 200.
ELECTRICITY 1,844.
INSURANCE 15,483.
LAND DEVELOPMENT COST OF LOTS SOLD
LEGAL AND ACCOUNTING FEES 18,675.
OFFICE EXPENSE 7,661.
POSTAGE 132.
SEWER AND WATER EXPENSE 1,183.
SNOW REMOVAL & MOWING 1,709.
TELEPHONE 956.
Total to Form 1120, Line 26 385,343.
Net Operating Loss Deduction Statement 3
Loss
Previously Loss Available
Tax Year Loss Sustained Applied Remaining This Year
12/31/07 107,373. 11,821. 95,552. 95,552.
12/31/08 80,902. 80,902. 80,902.
12/31/09 101,832. 101,832. 101,832.
NOL Available This Year 278,286. 278,286.
Statement(s) 1, 2, 3
PENN PRODUCTS CORPORATION 23-0952620
Schedule C Domestic Dividends Subject to 70% Deduction Statement 4
Description
CHARLES SCHWAB & CO
ACNB
Total to Schedule C, Line 1
Amount
4,512.
11,766.
16,278.
Statement(s) 4
PENN PRODUCTS CORPORATION
23-0952620
Diiridend Deduction Worksheet Statement 5
1. Refigure taxable income efore NOL and special deductions. .
2. Complete lines 10, 11 12, column (c), and enter the
total here . . . .
.
3. Subtract line 2 from line1 . .
4. Multiply line 3 by 80% .'i. . . . . . . . ,
5. Add lines 2, 5, 7, and 8' column (c), and the part of the
deduction on line 3, col (c), that is attributable to
dividends from 20%-or-mo a-owned corporations . . . . . . .
6. Enter the smaller of 1in¢ 4 or 5. If line 5 is greater than
line 4, stop here; enter ',the amount from line 6 on line 9,
column (c), and do not complete the rest of this worksheet .
7. Enter the total amount o? dividends from 20%-or-more-owned
corporations included on 'lines 2, 3, 5, 7 and 8, column (a).
8. Subtract line 7 from line 3 . . . . . . . . . . . . . . . .
9. Multiply line 8 by 70% . . . . . . . . . . .
10. Subtract line 5 above from line 9, column (c). . . . . . . .
11. Enter the smaller of lin' 9 or line 10 . . . . . . . . .
12. Dividends-received deduc ion after limitation (sec. 246(b)).
Add lines 6 and 11. Enter the result on line 9, column (c) .
2,420,844
2,420,844
1,936,675
2,420,844
1,694,591
11,395
11,395
11,395
Statement(s)
PENN PRODUCTS CORPORATION 23-0952620
Tax Computation Statement 6
1. Taxable Income . . . . . . . . . . . . . . . 2,131,163 _
2. Lesser of Line 1 or Firot Bracket Amount 50,000
3. Line 1 Less Line 2 . . . . . . . . . . . . . 2,081,163
4. Lesser of Line 3 or Second Bracket Amount 25,000
5. Line 3 Less Line 4 . . . . . . . , . , . . 2,056,163
6. Income Subject to 34% Tax Rate . . . . . . . 2,056,163
7. Income Subject to 35% Tax Rate . . . . . . . 0
8. 15 Percent of Line 2 .. . . . . . . . . . . 7,500
9. 25 Percent of Line 4 . . . . . . . . . . 6,250
10. 34 Percent of Line 6 . . . . . . . . . . . . 699,095
11. 35 Percent of Line 7 . . . . . . . . . . . . 0
12. Additional 5% Surtax. . . . . . . . . . . 11,750
13. Additional 3% Surtax .. . . . . . . . . . . 0
14. Total Income Tax . . . . . . . . . . . . . . 724,595
Statement(s) 6
PENN PRODUCTS CORPORATION
91-noti292n
Schedule L Other Current Assets Statement 7
Description
PREPAID TAXES
PREPAID TAXES-CORP
Total to Schedule L, Line 6
Beginning of ..End of Tax
Tax Year Year
2,213. 138.
73,651.
2,213. 73,789.
Schedule L Other Investments Statement 8
Description
CHARLES SCHWAB & CO
Beginning of End of Tax
Tax Year Year
Total to Schedule L, Line 9 1,067,053.
Schedule L Other Assets Statement 9
1,067,053.
Description
REAL ESTATE
Total to Schedule L, Line 14
Beginning of
Tax Year
541,661.
541,661.
End of Tax
Year
629,283.
629,283.
Statement(s) 7, 8, 9
PENN PRODUCTS CORPORATION 23-0952620
Form 2220 Computation of Underpayment Penalty Statement 10
Q
T EVENT REMAI ING PERIOD OF DAYS INT_ AMOUNT OF
R AMOUNT TYPE * UNDERPAYMENT UNDERPAYMENT RATE PENALTY
A
Q 181,'149. 04/15/2011 08/15/2011 122 4% 2,422.
<788,000.>P <606,851.> 08/15/2011 0 4% 0.
B
Q 181,A49. 06/15/2011 08/15/2011
1 61 4% 1,211.
<606,851.>P <425,
702.> 08/15/2011 0 4% 0.
Total to Form 2220, Line 38 3,633.
Event Type; Q = Amount und erpaid at start of quarter
P = Payment
W = Withholdin
R =
Interest r g
to change
L = Switch to f or from a leap year
Statement(s) 10
1010011141
-j
I
lill
il I
III
I ill
ll I
IIII III
II II
III I
III
I IIIII
IIII
I I
IIII
IIII
IIII L.
RCT-101 (07.11) PAGE 1 OF 6 DEPARTMENT USE ONLY
PA CORPORATE TAX REPORT 2O 1 1
A A= 1120 B = 1120S C = 1120C D =1,120F E = 1120H F =1065 G = 1040 H = Other
STEP A
Tax Year Beginning X X 01012 01,1 Tax Year Ending X X 12312011
r?
STEP B
Amended Report X X N 5253 Week Filer X X N First Report X X N
Federal Extension Gr anted X X N Address Change X X N KOZ/EIPISOA Credit X X N c
Regulated Inv. Co. X X N Change Fed Group X X N File Period Change X X N
STEP C
Tax Account ID X X 1 2 5 3 2 6 Parent Corporation EIN
Federal EIN XX 23095 620
Business Activity Code X X S3139
Corporation Name XX PENN PRODUCTS CORPORATION
Address Line 1 X X
Address Line 2 XX 1369 WOPE DRIVE
city XX BOILI G SPRINGS
State X X PA
zip XX 170071611
USE WHOLE DOLLARS ONLY
STEP E:
STEP D A. Tax Liability B. Estimated C. Restricted Payment Due/Overpayment
from Tax Report Payments & Credits Calculation A minus B minus C
(can not be less than zero) Credits on Deposit See Instructions
CS/FF 4585 2213 0 2372
LOANS 0 0 0 0
CNI 236533 259000 0 -22467
TOTAL 241118 261213 0 -20095
STEP F: Transfer/Refund Method: See Instructions
Made Payment Electronically N
2 0 0 9 5 Transfer: Amount to be credits to the next
tax year after offsetting all unpalld liabilities
0 Refund: Amount to be refunded after
offsetting all unpaid liabilities
STEP G: Corporate Officer (Sign affirmatMon below)
NAME
PHONE 7172586481
EMAIL
FORM 1019
BARCODE 0000
I affirm under penalties prescribed by law this report, Including any accompanying schedules and statements, has been examined by me and to the best of my knowledge and belief Is a true, correct
and complete feporl. If this report Is an amended report, the taxpayer hereby consents to the extension of the assessment period for this tax year to one year from the date of filing of this emended
report or three years from the filing of the original report, whichever pert d last expires, and agrees to retain all required records pertaining to that tax and tax period until the and of the extended
assessment period, regardless of any statutory provision providing for shorter period of retention. For purposes of this extension, an original report filed before the due date is deemed filed on the du
date. I am authorized to execute this consent to the extension of the assessment period.
Corporate Officer Signature Date
1010011241
TAX ACCOUNT ID 1253251:3
TAX YEAR END 1231 011 NAME PENN PRODUCTS CORPORATION
RCT-101 PAGE 2 OF 6 PACORPORATE TAX REPORT 201 b
SECTION A: CS/FF
OLDEST PERIOD TAX PERIOD TAX PERIOD
FIRST BEGINNING ENDIN BOOK INCOME
YEAR 1 01012007 1231 007 -107373 Investment InLLC XX N
YEAR 2 01012008 1231 008 -80902 Holding Company XX N
YEAR 3 01012009 1231 009 -101832 Family Farm XX N
YEAR 4 01012010 1231 010 11821
YEAR 5
YEAR 6
YEAR 7
CUR YR 01012011 1231011 1686789 USE WHOLE DOLLARS ONLY
2. TOTAL BOOK INCOME (sum of income for all tax periods up to, but not over 5 years total) 2 1408503
3. DIVISOR (in years and in part years rounded to three docimal places) See instructions. 3 5.000
4. Divide Line 2 by Line 3. 4 281701
5. AVERAGE BOOK INCOME - Enter Line 4, or if Line 4 is loss than zero enter "O". 5 281701
6. Divide Line 5 by 0.095. 6 2965274
7. Shareholders' equity at the END of the current period 7 1407086
8. Shareholders' equity at the BEGINNING of the current period 8 -279703
9. If Line 7 is more than twice as great or less than half as nnuch as Line 8, add 9 7 0 3 5 4 3
Lines 7 and 8 and divide by 2. Otherwise enter Line 7.
10. NET WORTH - Enter Line 9, or if Line 9 is less than zeroienter "O". 10 7 0 3 5 4 3
11. Multiply Line 10 by 0.75. 11 527657
12. Add Lines 6and11. 12 3492931
13. Divide Line 12 by 2. 13 1746466
14. Valuation deduction 14 -160000
15. CAPITAL STOCK VALUE - Line 13 less Line 14, but not less than "0". If 100% taxable, 15 1586466
enter Line 15 on Line 17.
16. Proportion of taxable assets or apportionment proporti n (from Schedule A-1, Line 5) 16 1 .000000
17. TAXABLE VALUE - Multiply Line 15 by Line 16. If less t an zero, enter "0". 17 1586466
18. CAPITAL STOCK/FOREIGN FRANCHISE TAX - Multiply ine 17 by - 0 0 2 8 9 0. 18 4585
Total Beginning of
Taxable Year Assets 571641
Total End of Taxable
Year Assets 17 9 2 8 7 3
174302
11-01-11 CCH
1010011241 , j
1010011341
TAX ACCOUNT ID 1253 56
TAXYEAREND - 1231 011 NAME PENN PRODUCTS CORPORATION
RCT-101 PAGE 3 OF 6 PAC RPORATE TAX REPORT 20 1 1
SECTION B: Bonus Depreciation Business Trust X X N
1. Current year fed, deprec. of 168k prop. 1 0 Solicitation Only X X N
2. Current year adj. for disp, of 168k prop. 2 0 Single-Member LLC X X N
3. Other adjustments 3 0 Multi-Member LLC X X N
(Attach schedule C-3 if claiming PA-S Corporation X X N
bonus depreciation.) Taxable Built-in Gains X X N
e
USE WHOLE DOL LARS ONLY
SECTION C: CORPORATE NET INCOMEITAX
1. Income or loss from federal return on a separate compahy basis 1 2420844
2, DEDUCTIONS:
A. Corporate dividends received (from Schedule C-2, Lihe 6) 2A 11395
B. Interest an U.S. securities (GROSS INT less EXPENS?S) 2B 0
C. Curr yr. addti. PA deprec. plus adjust. for sale (attach Schedule C-3) 2C 0
D. Other (attach schedule) See instructions. 2D 0
TOTAL DEDUCTIONS - Sum of A through D 2 11395
3. ADDITIONS:
A. Taxes Imposed on or measured by net Income (attach schedule) STATEMENT 1 3A 236533
B. Tax preference items (attach copy of federal form 4626) 3B 0
C. Employment incentive payment credit adjustment (attach Schedule W) 3C 0
D. Current year bonus depreciation (attach Schedule C-$) 3D 0
E. Other (attach schedule) See instructions. 3E 0
TOTAL ADDITIONS - Sum of A through E 3 236533
4. Income or loss with Pennsylvania adjustments (Line 1 minus Line 2 plus Line 3) 4 2645982
5. Total nonbusiness income or loss S 0
6. Income or loss to be apportioned (Line 4 minus Line 5) 6 2645982
7. Apportionment proportion (from Schedule 0-1, Line 5) 7 1 • 000000
8. Income or loss apportioned to PA (Line 6 times Line 7) 8 2 6 4 5 9 8 2
9. Nonbusiness income or loss allocated to PA 9 0
10. Taxable income or loss after apportionment (Line 8 plus One 9) 10 2645982
11. Total net operating loss deduction (from RCT-103) 11 27828L
12. PA taxable income or loss (Line 10 minus Line 11) 12 2367696
13. Corporate net income tax (Line 12 times • 0 9 9 9 ; if Line 12 is less than zero, enter "0") 13 2 3 6 5 3 3
174311
11-01-11 CCH
1010011341
1010011441
TAX ACCOUNT ID 12S3256
TAXYEAREND 12312011 NAME PENN PRODUCTS CORPORATION
RCT-101 PAGE 4 OF 6 PACORPORATE TAX REPORT 20 1 1
SECTION D: LOANS TAX
1. Foreign Corporations Only. Did this corporation have a scat officer resident in Pennsylvania? X X N
2. Did this corporation have Indebtedness outstanding to I dlvidual residents and/or partnerships
resident in Pennsylvania? X X N
3. Did this corporation have Indebtedness outstanding hel by a trustee, agent or guardian for a
resident individual taxable in its own right or by an exec for or administrator of an estate wherein
the decedent was a resident of Pennsylvania? X X N
List outstanding indebtedness. Attach a separate schedul? if additional space Is needed.
Interest Amount Interest Rate Taxable Value Taxable
0 .000 0 Indebtedness XX
0 .000 0
0 .000 0 Loans Tax X X
Schedule A-1: Apportionment Schedule For Capital StocldI'oreign Franchise Tax (Include Form RCT-1102, RCT-105 or RCT-106.)
Three Factor Single Factor
Property - PA 1A 0 1C 0-000000 Numerator 4A
Property - Total 1B 0 Denominator 4B
Payroll - PA 2A 0 2C 0.000000
Payroll - Total 2B 0
Sales - PA 3A 0 3C 0-000000 Apportionment 5
Sales - Total 3B 0 Proportion
Schedule C-1: Apportionment Schedule For Corporate Net Mncome Tax (include Form RCT-106.)
Three Factor
Property - PA 1 A 0 11C 00.000000
Property Total 1113
0
Payroll - PA 2A 0 2C 00.000000
Payroll - Total 2B 0
Sales - PA 3A 0 3C 00.000000
Sales - Total 3B 0
174312
11-et-11 CCH
Single Factor
Numerator 4A
Denominator 4B
Apportionment 5
Proportion
1010011441
t-
0
0
0
0
0
1.000000
0
0
1.000000
J
J 1010011541 L.
TAX ACCOUNT ID 1253 56
TAX YEAR END 1231 011 NAME PENN PRODUCTS CORPORATION
RCT-101 PAGE 5 OF 6 PA C RPORATE TAX REPORT 201 1
SECTION E: CORPORATE STATUS CHANGES
Final Report X X N
PA Corporations:
Did you ever transact business anywhere? X X N if yes, enter date all business activity ceased
Did you hold assets anywhere? X X N If yes, enter date of final disposition of assets*
Foreign Corporations:
Did you ever transact business In PA? X X N It yes, enter date PA business activity ceased
Did you hold assets in PA? X X N If yes, enter date of final disposition of
PA assets*
*Schedule of Disposition of Assets MUST be completed and filed with the PA Corporate Tax Report.
Has the corporation sold or transferred In bulk 51 percent o? more of any class of assets? (See Instructions)
If yes, enter the following information. (Attach a separate sclpedule if additional space is needed.)
Purchaser Name X X
Address Line 1 X X
Address Line 2 X X
city X X
State X X
ZIP X X
SECTION F: GENERAL INFORMATION gUESTIONNAIRE
Describe corporate activity in PA REAL ESTATE DEVELOPMENT
Describe corporate activity outside PA NONE
Other states in which taxpayer has activity N/A
State of Incorporation X X PA incorporation Date X X 12 2? 192?
XX
XX
XX
XX
XX N
1. Does any corporation, individual or other business entitfgInally ofd all or a majority of the stock of this corporation?
2. Does this corporation own all or a majority of stock in of r corporations? If yes, complete Schedule X.
3. Is this taxpayer a partnership that elects to file federal tas as a corporation?
4. Has the federal government changed taxable income as reported for any prior period for which reports of change
have not been filed in PA?
If yes: First Period End Date: X X Last Period End Date: X X
Accounting Method - Federal Tax Return
A A = Accrual C = Cash 0 = Other
Other
Accounting Method - Financial Statements
A A = Accrual C = Cash 0 = Other
Other
174313 1h-01-11 CCH
i
!._ 1111111 IIIII IIIII IIIII IIIII IIIII (1111 IIIII IINII IIIII IIII IIII
1010011541
XX N
XX N
XX N
XX N
J
1 1010011641 L.
TAX ACCOUNTID 1253256
TAX YEAR END -12312011 NAME PENN PRODUCTS CORPORATION
RCT-101 PAGE 6 OF 6 PACORPORATE TAX REPORT 201 1
SCHEDULE OF REAL PROPERTY IN PA (Attach a separate schedule if additional space is needed.)
0 = Own
R = Rent Street Address city County KOZ/KOEZ
XX 0 1369 SWOPE DRIVE BOILING SPRINGS CUMBERLAND N
XX
XX
XX
CORPORATE OFFICERS
(See Instructions.)
President/Managing Partner X X
Vice President X X
Secretary X X
Treasurer[Fax Manager X X
PREPARER'S INFORMATION
Mail to Preparer X X
Firm Federal EIN X X
Firm Name X X
Address Line 1 X X
Address Line 2 X X
city X X
State X X
ZIP X X
SON
2002+2200
175466956
SWOPE
MCCORKEL
Last Name
Y
2313t5156
KOCH NOUR EARNEST SMYSER BURG
710 SOUTH GEORGE STREET
YORK
PA
1740,3133
k•
Q
First Name MI
JOYCE L
SANDRA L
I affirm under penalties prescribed by law this report, Inca ding any accompanying schedules and statements, has been prepared by me and
to the best of my knowledge and belief is a true, correct a d complete report.
Tax Preparer's Signature Date
03/11/12
INDIVIDUAL PREPARER PHILIP G' LAVER
PHONE 71784388$5
EMAIL
PTIN/SSN P O 010 9 0 0
174314
11-01.11 CCH
1010011641
PENN PRODUCTS CORPORATION 23-0952620
PA RCT-101 Taxes Imposed On or Measured by Net Income Statement 1
Description Amount
Form 1120, Pg 1, Line 17, PA,Corporate Net Income Tax 236,533.
Total to Form RCT-101 Section C, Line 3A 236,533.
Statement(s) 1
RCT-103 (07-11) NET OPE ATING LOSS SCHEDULE (File with Form RCT-101.)
Tax Year Beginning 01 12011 Tax Account ID 1,253256
Tax Year Ending 12 12011
Corporation Name PE N PRODUCTS CORPORATION
Part A Tax Periods Beginning on or after Jan. 1, 2010.
1. Taxable income from RCT-101, Section C, Line 10 2645982 ?
2. Total net operating loss carry' forward to current period (total, Column C below) 278286
3. Line 1 multiplied by 20 percent (0.20) 529196
If Line 3 Is 3,000,000 or less, enter the lesser of Line 1 oojLlne 2 on Line 4, not to exceed 3,000,000. If Line 3 exceeds O
3,000,000, enterthe lesser of Line 2 or Line 3 on Line 4.
4. Net operating loss deduction allowed for current tax period 2 7 8 2 8 6
P
t B
ar
(A) Tax Period (B) Tax Period (C) Net Loss (D) Amount Deducted (E) Net Loss
Beginning Ending Carryforward to Current (Current Period) Carryforward to
Period Next Period
1 01012007 12312007 95552 95552 0
2 01012008 12312008 80902 80902 0
3 01012009 12312009 101832 101832 0
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
TOTAL 278286 278286
175401
10-27.11 CCH
L?. I IIIIII IIIII IIIiI IIIII IIIII IIIII VIII IIIiI IIII? IIUI 1111 1111 1030011141
REV-798 CT (04-11)
pennsylvania
DEPARTMENT OF REVENUE
TAG YEAR 01012 011
BEGINNING
CORPORATION NAME PENN PRODUCTS CORPORATION ACCOUNT ID 1253-256 END Nd _ _ 12 312 011
1 Federal Schedule C, Line (20), Total Deductions ................• .......„•,,,
2 Federal Schedule C, Line (15), Foreign Dividend Gros,,-Up (Section 78) ......•,•„•„•,•„•,,.......„ ..................................„......•....
3 Dividends from less-than-20%-owned foreign corpor tions listed on Lines (13) and (14) of federal Schedule C x 70% - 0.70 .. •••„•
4 Dividends from 20%-or-more-owned foreign corporations listed on Lines (13) and (14) of federal Schedule C x 80% - 0.80 •.• ••...
5 Dividends listed on Lines (13) and (14) of federal Sc edule C from foreign corporations that meet the "80% voting
and value test' of IRC §1504 (a) (2) and otherwise would qualify for 100% deduction under IRC §243 (a) (3)
if they were a domestic corporation. Do not list any amounts Included In Item 4 ...........••• .........................„..........•...•••„••,..•
6 Total PA Dividend Deduction - Add Lines 1, 2, 3, 4 and 5 Enter this amountat Section C, Line (2A) on RCT-101 ......••„•,••.•...•„••
1 11395
2 0
3 0
4 0
5 0
5 11395
SCHEDULE X
Taxpayers completing this schedule must provide beginning and ending balance
sheets, reflec ing the consolidated net worth of the taxpayer and all subsidiaries.
TAG YEAR 01012 011
BEGINNING
I
I
Name, SSN, EIN and/or Tax Account ID Number of any In?lviduai or business entity owning all or a majority of the stock of the taxpayer.
Name SSN or EIN Tax Account ID
SCHEDULE C-2 PA DIVIDEND DEDUCTION SCHEDULE
174711
10-08-11 CCH
REV-860 CT (05-11) pennsylvanla
OEPARTMENi0FREVENUE
TAX YEAR
BEG NN NG 01012011
CORPORATION TAX YEAR
NAME PENN PRODUCTS CORPOMTTON ACCOUNTID 1253-256 FNnINr
12312011
C-5 Schedule of Taxes
1. PA Corporate Net Income Tax
...........................................................................
2. Philadelphia Business Privilege Tax • Net Incor`ne Portion
3. Income Taxes . Other States
4. Local Income Taxes
5. Other Income Taxes .........................................................................................
6. Total Income Taxes (Total of Lines 1 to 5) .............................................................
7. PA Capital Stock/Foreign Franchise Tax
8. Philadelphia Business Privilege Tax • Gross Re! 6 Portion
.......................................
9. Payroll Taxes
10. Real Estate Taxes
................................................................................................
11. Sales and Use Tax
12, Business Privilege Tax • Other than Income
13. Occupancy Tax ,,.,,.,
14. Local Taxes • Not Based on Income
............................................................ .........
15, Other Taxes • Not Based on Income
16. Total Taxes Not Imposed on or Measured by In?ome (Total Lines 7 to 15) ...................
17. Total Tax Expense Reported on Federal Incorn Tax Return (Total Lines 6 and 16)
Schedule OA - Other Additions
Schedule OD - Other Deductions
Federal Wages Disallowed as a Result of ax
Credits Under IRC Sec 46B or IRC Sec 511
CCH
174491
10-18-11 Total
EXHIBIT 6
JOYCE L. SWOPE, PRESIDENT
RICHARD L SWOPE, VICE PRESIDENT
N211 AMZ?
Pot^ -DUCTS CORP01"ATI®N
DEVELOPERS OF
WHITE ROCK ACRES
1369 SWOPE DRIVE, BOILING SPRINGS, PA 17007
PHONE: (O) 717.258-6481
PHONE. (R) 717-258.6959
Mrs. Sandy Kreider
17 Clover Court
Litiz, PA 17543
September 29, 2011
Dear Sandy:
SANDRA L. McCORKEL,
SECRETARY-TREASURER
It has been nice getting to ow you through our telephone conversations. As we
discussed, our annual stockholder's meetings are sometime during the first/second week
of April every year. Notification letters go out near the end of March indicating exactly
when the meeting is going o be held.
The other matter we discussed was the offer that my brothers and I had offered to your
Mom, which I believe was actually discussed with your sister back approximately two or
three months ago. Your Mom has 922 shares of stock and collectively, my brothers and 1,
had offered $10,000.00. Si ice the offer was made a few months ago, I will need to
contact my brothers and se if they are still interested in buying. My one brother just
recently was married, and I am not sure of his situation at this time.
Again, it has been nice gett?ng to know you. Take care, and take good care of your Mom,
Best Wishes,
Sandy 11:cCo el -?-"
President
EXHIBIT 7
[*]
1369 SWOK WOVE, SOILING SPRINGS, P4 17007
P)4OMS: (o) Y1 r-259 81
P)IONE: (h) 717-25a,6950
PENN PRODUCTS CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The annual weetun 4 of the Stockholders of Penn Products Corporation will
be held at the corporation' office at 1369 Swope Drive; Boiling Springs,
Pennsylvania on April 25"2012 at the hour of 7:00 P.M: for the following
purposes:
1) To elect direeto s for the ensuing year;
2) To elcil offfcers1for the ens!ulag year;
3) To transact any Ond all other business as may he brought before the
meeting or auy djournment or adjournments thereof.
At this annual t'0" ng, each holder of common'stock•is entitled to v6te for
each share of stock tanding.i>n the name of such holders on the records of the
corporation at the c ose of business on March 19`h, 2012.
'ALL STOCKHOLDERS ARE URGED TO SIGN AND RETURN THE
ENCLOSED PROXY IN E. ACCOMPANYING ENVELOPE.
;Ry-Order of the Board ot'Dites±o. as,,,,....
Saner . McCorke
Secretary-Treasurer
Td WdLZ:ZT ME ZZ 'apW 98Z82-29LtiL: 'ON XUJ ONH: W08J
JOYCE L SWOPE, PRESIDENT
RICHARD L SWOPE, VICE PRESIDENT
P°Eoft'41 I
Iz3
OEVELa
PER3 oP ..
WHITE ROCK ACRES
1369 SWOPE DINS, DOILINd 8PRIN133, PA 17007
PHONS; (0) 717-M-6481
PHONPI (FU 717.298.8659
SANDRA f- MCOOAKV-
SECREtART-TREASUf4ER
EXHIBIT 8
REP RT OF THE JUDGE OF ELECTION
P NN PRODUCTS CORPORATION
A UAL SHAREHOLDERS' MEETING
APRIL 25,2012,7:00 P.M.
On timely basis, Sandra L. McCorkel, the president, secretary, and treasurer of Penn Products
Annual Meeting of Shareholders to be held at 7:00 p.m. on April
Corporation, sent notice of thei
25, 2012 at the White Rock Aare Offices.
The records of the Corporation reveal that there are 25,000 shares issued and outstanding.
Ms. McCorkel Chaired the meting and called it to order at 6:57 p.m.
Following is a list of shareholders, and personal representatives (with number of shares held)
attending the meeting in perso :
Donna Lee Goff (903 shares)
David J. Horick (898 shares)
Douglas C. Horick (897 shares)
Daniel A. Kuhn (1,249 shares)!
Sandra L. McCorkel (2,849 sh res)
Gregory R. Swope (2,848 shay s)
John D. Swope (2,848 shares)
Marilyn Snyder Budzynski, Ex?cutrix of the Estate of Maybelle Asper (5,195 shares)
Ms. McCorkel directed that th minutes should reflect that "properly executed proxies" on behalf
of Carolyn Wagner, Lewis Kulbin, Jean Horick, and Doris Ernst, had been received.
Lewis G. Kuhn (1,148 shares), Carolyn L. Wagner (1,148 shares), and Jean M. Horick (2,270
shares) had given their proxies to David J. Horick, which proxies were duly delivered to the
Secretary of the Corporation before the annual shareholders' meeting in accordance with the
Corporation's By-Laws.
Doris I. Ernst (922 shares) had iven her proxy to her daughter, Sandra K. Kreider, who attended
the meeting in person. Ms. Er st's proxy was duly delivered to the Secretary of the Corporation
before the annual shareholders' meeting in accordance with the Corporation's By-Laws.
Accordingly, persons holding 2 ,175 of the 25,000 outstanding shares were present, either in
person, or by proxy, which constituted a quorum for conducting business as defined in the
Corporation's By-Laws (Article III, § 3).
Non-shareholders in attendance were Richard Magee, counsel for the Estate of Maybelle Asper;
Marvin Beshore, counsel for David J. Horick, Douglas C. Horick, and Jean M. Horick; Crady
Swisher, an employee of Mr. B shore; Ms. Goff's husband; and Ms. Kreider's husband.
The Corporation's By-Laws provide for up to seven directors (Article 1V, § 4). Nominations of
the following persons as candidates for the office of Director of the Corporation were duly made
and seconded: Megan Swope, ohn D. Swope, Gregory R. Swope, Sandra L. McCorkel, Donna
Lee Goff, David J. Horick, Dofiglas C. Horick, Daniel A. Kuhn, Marilyn S. Budzynski, Sandra
K. Kreider, and Richard Mage?.'
Ms. McCorkel moved John D. Swope and Megan Swope for the office of Judge of Election,
whereupon Mr. Beshore pointed out that both Pennsylvania's Business Corporation Law, 15
Pa.C.S. § 1765, and the Corporation's By-Laws, Article III, § 6, prohibit candidates for office
from serving as Judge of Election. Pursuant to motion by Ms. Budzynski, which was seconded
and to which there was no obj ction, Crady Swisher was designated by the Chair to be Judge of
Election.
Thereupon, at the direction of Ms. McCorkel, Ms. Swope issued ballots to the shareholders to
vote for Directors of the Corpo ration. The names of all nominees were listed on the ballots.
Shareholders were directed to Corporation.
the names of up to 7.candidates for which they were voting.
Mr. Magee provided to the Jud e of Election a duly certified "short certificate," bearing the
signature of the Deputy Register of Wills of Philadelphia County and the raised Seal of the
Register of Wills, dated April 5, 2012, which stated that "Letters Testamentary - DBN" for the
Estate of Maybelle Asper had been issued to Marilyn Snyder Budzynski. In light of the certified
short certificate, the Judge of E?lection concluded that Ms. Budzynski was authorized to vote the
5,195 shares of Maybelle Aspe •, as provided in 20 Pa.C.S. § 3320.
The Judge of Election reviewed the proxies and found them to be in order.
The By-Laws do not provide fdr cumulative voting and there is only one class of shares (Article
III, §4).
Each voter personally hand-del vered his, or her, completed ballot to the Judge of Elections.
Upon delivery of his ballot, Do glas C. Horick advised that he had not circled the names of
persons for whom he had voted, but had stricken-out the names of those for whom he was not
voting. Accordingly, the Judge of Elections has counted votes cast by Douglas C. Horick
according to his stated intentio .2
'The By-Laws specifically provide that one need not be a shareholder to be a Director.
(Article IV, § 1).
2Because only a simple ajority of share-votes present and voting is necessary for
election, the inclusion of Dougl s C. Horick's votes does not affect the outcome of the election.
2
Results of the voting follow:
David J. Horick, 14,630 votes;
Douglas C. Horick, 14,630 votes;
Marilyn Snyder Budzynski, 14630 votes;
Donna Lee Goff, 14,360 votes;
Sandra K. Kreider, 14,630 votes;
Richard Magee, 14,630 votes; and
Daniel A. Kuhn, 14,630 votes.
No other candidates for the office of Director received votes. Each of the seven candidates
receiving votes received more than 50% of the share-votes present and voting.
Accordingly, the Judge of Elec ions hereby finds and concludes that the following are the duly
elected Directors of Penn Products Corporation, pursuant to the Corporation's By-Laws, for the
next year and until their successors are elected:
David J. Horick
Douglas C. Horick
Marilyn Snyder Budzynski
Donna Lee Goff
Sandra K. Kreider
Richard Magee
Daniel A. Kuhn.
April 26, 2012
Attachments: Short Certificate
Ballot of David 4 Horick
Ballot of Dougla? C. Horick
Ballot of Marilyn Snyder Budzynski
Ballot of Donna Lee Goff
Ballot of Sandra K Kreider
Ballot of Daniel A. Kuhn
Crady Syv? er, Judge of Election
PENN PRODUCTS CORPORATION
Ballot for the Election of Directors
of Penn Products Corporation at a
meeting of its Stockholders held at
the White Rock Acres Office on
April 25, 2012 at 7:00 P.M.
I hereby vote the numbe of shares of capital stock of Penn Products Corporation
standing in my name on a books of said corporation in favor of the election of
director of all nominees 1 sted below as follows:
na e Sa
Total No. of Shares
J-n /, 14V
F
'I?,?e? Fb rn caL
?ouqlas ?b ?nGC. .
f r?O.x?r' I ? r? Bud2yn??
Rac,?aa`d fY?a?e?
PENN PRODUCTS CORPORATION
Ballot for the Election of Directors
of Penn Products Corporation at a
meeting of its Stockholders held at
the White Rock Acres Office on
April 25, 2012 at 7:00 P.M.
I hereby vote the numbe of shares of capital stock of Penn Products Corporation
standing in my name on t e books of said corporation in favor of the election of
director of all nominees ted below as follows:
y? -
i It1.j 6 r) Megan-l7?` =1e..
Sanj V0,-- ?g9r? vvo'pe
6?
lonno?- G
Sandra I„ i.Me brke1
Total No. of Shares
PENN PRODUCTS CORPORATION
Ballot for the Election of Directors
j? of Penn Products Corporation at a
as Ld yy _ ?7 meeting of its Stockholders held at
the White Rock Acres Office on
April 25, 2012 at 7:00 P.M.
-f-her-eot "u
"' mbe of shares of capital stock of Penn Products Corporation
standing in my name on he books of said corporation in favor of the election of
director of all nominees 1 sted below as follows:
John D. Swope
-' Megan D. wope
V `
r?
i
Gregory R. Swope
Sandra L. McCorkel
Tntal Nn of Ctiarne
PENN PRODUCTS CORPORATION
Ballot for the Election of Directors
of Penn Products Corporation at a
meeting of its Stockholders held at
the White Rock Acres Office on
April 25, 2012 at 7:00 P.M.
I hereby vote the numb(
standing in my name on
director of all nominees
of shares of capital stock of Penn Products Corporation
he books of said corporation in favor of the election of
sted below as follows:
-
Total No. of Shares 1-A-
ey,,,,U,L .4
? ' ®-
PENN PRODUCTS CORPORATION
Ballot for the Election of Directors
of Penn Products Corporation at a
meeting of its Stockholders held at
the White Rock Acres Office on
April 25, 2012 at 7:00 P.M.
I hereby vote the numbf
standing in my name on
director of all nominees
of shares of capital stock of Penn Products Corporation
ie books of said corporation in favor of the election of
ited below as follows:
Gregory R. Swope
Sandra L. McCorkel
Total No. of Shares'
"ZZ
3
r
PENN PRODUCTS CORPORATION
Ballot for the Election of Directors
of Penn Products Corporation at a
meeting of its Stockholders held at
the White Rock Acres Office on
April 25, 2012 at 7:00 P.M.
I hereby vote the numbe of shares of capital stock of Penn Products Corporation
standing in my name on t e books of said corporation in favor of the election of
director of all nominees I' ted below as follows:
`-,John D. Sw pe
Y19 f` ?n
=-,M: gan D. Swope
Gregory R. Swope
Sandra L. McCorkel
Total No. of Shares 4/ j
Office of the Register Of Wills of Philadelphia County, Pennsylvania
File #: W1055-1993
Commonwealth of Pennsylvania
ss.
County of Philadelphia
I, RONALD R. DONATUCCI, > SQUIRE, Register for the Probate of Wills and Granting Letters of
Administration in and for the Coun of Philadelphia, in the Commonwealth of Pennsylvania
DO HEREBY CERTIFY AND MAKE KNOWN That on the 25th day of April
in the year of our Lord 2012 LETTERS TESTAMENTARY - DBN
on the Estate of MAYBELLE AStER
Deceased, were granted unto MA?2ILYN SNYDER BUDZYNSKI
having first been qualified well and itruly to administer the same. And I further certify that no revocation
of said Letters appears of record.
Date of death 1/24/1993
Given under my hand and seal of office, this 25th day of April , 20 12
A"
Deputy Register
NOT VALID WITHOUT ORIGINAL SIGNATURE AND IMPRESSED SEAL
10-14 (Rev. 3/08)
EXHIBIT 9
LAW OFFICES OF MARVIN BESHORE
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
Telephone: (717) 236-0781 Marvin Beshore
Facsimile: (717) 236-0791 mbeshore@beshorelaw.com
April 26, 2012
VIA FAX TO: 717-258-9384
Penn Products Corporation
1369 Swope Drive
Boiling Springs, PA 17007-9611
Attention: Sandra L McCorkel
Re: Annual Meeting - Election of Directors
Dear Ms. McCorkel:
The Pennsylvania Business Corporation Law, 15 Pa. C.S.A. § 1765(a)(3), provides that
the Judge of Elections, who wai Crady Swisher, duly appointed at the shareholders' meeting
prior to the purported adjournment "shall hear and determine all challenges and questions in any
way arising in connection with he right [of shareholders' or their representatives] to vote."
Therefore, there was no valid b sis to adjourn the meeting in order for corporate counsel to pass
judgment upon the valid author ty of Marilyn Snyder Budzynski, as Executrix of the Estate of
Maybelle Asper, to vote those s ayes. Consequently, the purported adjournment of the meeting
prior to casting, counting and reporting of the count of votes is null and void.
The Business Corporation Law, as well as the Corporation's by-laws, also provides for
the Judge of Elections to make written report concerning any dispute. See 15 Pa. C.S.A. §
1765(a)(4) and Penn Products Corporation By-laws, Article III, § 6. Attached is Mr. Swisher's
report from last night's duly-cal ed annual meeting and duly-held election of directors for Penn
Products Corporation.
There is now a full new Board of Directors and new Officers of the Corporation, properly
elected by the new Board. The 4ew officers of the Corporation are: President, David J. Horick;
Vice-President, Marilyn Budzyr?ski; Secretary, Donna Lee Goff; Treasurer, Sandra K. Kreider.
00050800.WPD: vl
Penn Products Corporation
April 26, 2012
Page two
You are now operating finder the control and direction of the new directors and officers of
the Corporation. Neither you, or any other former officers or directors, have any authority any
longer to draw upon any funds Of the Corporation or to encumber the Corporation's funds and
accounts in any manner withouf prior approval of the newly-elected officers and board.
Please conduct yourself accordingly.
Very truly yours,
/s/
Marvin Beshore
MB: amb
Enclosure
cc: Douglas Miller, Esquire] (via fax)
Board of Directors, Perm Products Corporation
ooososoo.wPD; vl
EXHIBIT 10
ftNN PRODUCTS CORPORATION
NOTICE OF RESUMPTION OF ANNUAL MEETING OF STOCKHOLDERS
Pursuant to Article 1, Paragraph 3 of the By Laws of the Corporation, the
resumption of the annual meeting of the Stockholders of Penn Products Corporation will
be held at the offices of I in & McKnight, P.C., 60 West Pomfret Street, Carlisle,
Pennsylvania on May 10th, 2012 at the hour of 10:00 A.M. for the following purposes:
1) To elect direct rs for the ensuing year;
2) To elect officer for the ensuing year;
3) To transact an and all other business as may be brought before the meeting
or any adjournment or adjournments thereof.
At this continuation the annual meeting, and as set forth in the original Notice,
each holder of common stock is entitled to vote for each share of stock standing in the name
of such holders on the records of the corporation at the close of business on March 19th,
2012.
By Order of the Board of Directors,
D .
ouglas Miller, Esquire
Attorney for the Corporation
1 41
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IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
PENN PRODUCTS CORPORATION,
DAVID J. HORICK, DOUGLAS C.
HORICK, MARILYN SNYDER
BUDZYNSKI, Executrix-DBN of the Estate of
Maybelle Asper, Deceased, DANIEL A. KUHN,
DONNA LEE GOFF, LEWIS G. KUHN,
CAROLYN WAGNER, DORIS I. ERNST, and
JEAN M. HORICK,
Plaintiffs
V.
SANDRA L. McCORKEL, GREGORY R.
SWOPE, MEGAN SWOPE, and JOHN D.
S WOPE,
Defendants
Civil Action - Equity
No. 2012 - 08 3Y civo
ORDER OF COURT
AND NOW, this day of May, 2012, upon request of Plaintiffs and finding that a
Preliminary or Special injunction ecial in unction is necessary and appropriate, the Court hereby ORDERS as
follows:
1. Defendants are prohibited from holding the purported "Resumption of Annual
Meeting of Stockholders," which has been noticed for May 10, 2012, at 10:00 a.m., until further
Order of this Court;
2. Immediately upon entry of this Order and until further Order of this Court,
Defendants are prohibited from acting on behalf of Penn Products Corporation in any way;
3. Immediately upon entry of this Order and until further Order of this Court, Defendants
are prohibited from accessing any and all financial accounts of Penn Products Corporation,
including, but not limited to checking accounts at M&T Bank, checking accounts at Adams
County National Bank, and investment accounts at Charles Schwab & Co., Inc.;
4. Immediately upon entry of this Order and until further Order of this Court, the
Directors and Officers elected on April 25, 2012, (i.e., David J. Horick, Marilyn Snyder
Budzynski, Donna Lee Goff, Sandra K. Kreider, Douglas C. Horick, Daniel S. Kuhn, and
Richard Magee, Esquire) are authorized and directed to undertake management of Penn Products
Corporation pending further Order of this Court;
5. Defendants are directed immediately upon entry of this Order to deliver to the
Directors and Officers of Penn Products Corporation identified in paragraph Al, above, all keys to
Corporate property, all Corporate checkbooks and other financial accounts, all corporate records,
and the Corporate Seal; and
6. A hearing on this matter is set for Ft'?da, May 1 g , 2012, at
: m., in Courtroom 1 _ of the Cumberland County Courthouse, Carlisle,
Penia, before the Honorable A l be r-f P ?'na S !Qx
By the Court
l40 tgZe-e-5 o-f Alaro;h 4Se,54or-e
6) 1 v, pir is
L-. Pi teoe-ke)
5?c'ple
? WleYa'] < .yp'r
v' 1?6/t la s (' f?9 : I (Pr y
?&o : e 4'kit tL f r=n 111 k 1' 1211,t-
,Judge
cn c?'?
2: C:1 ;5
2
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
DAVID J. HORICK, DOUGLAS C. CUMBERLAND COUNTY
HORICK, MARILYN SNYDER PENNSYLVANIA
BUDZYNSKI, Executrix DBN of the
Estate of Maybelle Asper, Deceased, CIVIL ACTION, EQUITY
DANIEL A. KUHN, DONNA LEE GOFF
LEWIS G. KUHN, CAROLYN WAGNER,
DORIS I. ERNST, and JEAN M. HORICK,
Plaintiffs
G
: .n=
V. eZ' -? -CJ r-?
SANDRA L. McCORKEL, GREGORY t° --+
-
MEGAN SWOPE, and
SWOPE
R
No. 2838 CIVIL 2012 Tj
,
.
SWOPE
JOHN D
ZG
r}
.
Defendants
ENTRY OF APPEARANCE
To the Prothonotary:
Please enter my appearance in the above-captioned matter on behalf of
Defendants Sandra McCorkel, Gregory R. Swope, Megan Swope, and John D. Swope.
William H. Andring, Esq.
Atty. ID#26609
248 Creek Road
Camp Hill, PA 17011
(717) 975-8796
PENN PRODUCTS CORPORATION,
DAVID J. HORICK, DOUGLAS C.
HORICK, MARILYN SNYDER
BUDZYNSKI, Executrix DBN of the
Estate of Maybelle Asper, Deceased,
DANIEL A. KUHN, DONNA LEE GOFF
LEWIS G. KUHN, CAROLYN WAGNER,
DORIS I. ERNST, and JEAN M. HORICK,
Plaintiffs
V.
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY
PENNSYLVANIA
: CIVIL ACTION, EQUITY
SANDRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, and No. 2838 CIVIL 2012
JOHN D. SWOPE
Defendants
CERTIFICATE OF SERVICE
I, William H. Andring, Esq., hereby certify that on this, the 9th day of May, 2012,
I served a copy of the attached document by causing it to be deposited in the United
States Mail, first class postage prepaid, addressed as follows:
Marvin Beshore, Esq.
130 State St., P.O. Box 946
Harrisburg, PA 17108-0946
6
William H. Andring, Esq.
PENN PRODUCTS CORPORATION
DAVID J. HORICK, DOUGLAS C.
HORICK, MARILYN SNYDER
BUDZYNSKI, Executrix-DBN of the
Estate of Maybelle Asper, Deceased,
DANIEL A. KUHN, DONNA LEE GOFF,
LEWIS G. KUHN, CAROLYN WAGNER,:
DORIS I. ERNST, AND JEAN M.
HORICK,
PLAINTIFFS
V.
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
SANDRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, AND
JOHN D. SWOPE,
DEFENDANTS 12-2838 CIVIL TERM
r- 7o
-
C3 f
D
c.n
ORDER OF COURT
AND NOW, this /f7- day of May, 2012, upon request of Plaintiffs
and finding that a Preliminary or Special injunction is necessary and appropriate, the
Court hereby ORDERS as follows:
1. The court order of May 8, 2012 is VACATED and the injunction established
thereby is DISSOLVED.
2. Defendants are prohibited from holding the purported "Resumption of Annual
Meeting of Stockholders," which has been noticed for May 10, 2012, at 10:00
a.m., until further Order of this Court;
3. Immediately upon entry of this Order and until further Order of this Court,
Defendants are prohibited from acting on behalf of Penn Products
Corporation in any way;
4. Immediately upon entry of this Order and until further Order of this Court,
Defendants are prohibited from accessing any and all financial accounts of
Penn Products Corporation, including, but not limited to checking accounts at
M&T Bank, checking accounts at Adams County National Bank, and
investment accounts at Charles Schwab & Co., Inc.;
5. Immediately upon entry of this Order and until further Order of this Court, the
Directors and Officers elected on April 25, 2012, (i.e., David J. Horick, Marilyn
Snyder Budzynski, Donna Lee Goff, Sandra K. Kreider, Douglas C. Horick,
Daniel S. Kuhn, and Richard Magee, Esquire) are authorized and directed to
undertake management of Penn Products Corporation pending further Order
of this Court;
6. Pending the hearing on this matter, Defendants shall maintain all keys to
Corporate property, all Corporate checkbooks and other financial accounts,
all corporate records, and the Corporate Seal; in the ordinary course of
business, and
7. Pending the hearing on this matter and pursuant to Pa.R.C.P. 1531(b), bond
is set at $1.00.
8. A hearing on this matter is set for Monday, May 14, 2012, at 9:00 a.m., in
Courtroom 1 of the Cumberland County Courthouse, Carlisle, Pennsylvania,
before the Honorable Albert H. Masland.
By the Court,
Albert H. Masland, J.
VINVAIASNN3d
- Nnoo ONW-183swn3
CO :9 WV 01 AN 1101
` ?c1s ON1G Hi
1
V Marvin Beshore, Esquire
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
For Plaintiffs
William Andring, Esquire
248 Creek Road
Camp Hill, PA 17011
For Defendants
Douglas G. Miller, Esquire
60 W. Pomfret Street
Carlisle, PA 17013
Sandra L. McCorkel
675 Valleyview Dr.
Boiling Springs, PA 17007
? Gregory R. Swope
1469 Kuhn Rd.
Boiling Springs, PA 17007
V John D. Swope
28 Summer Drive
Dillsburg, PA 17019
J Megan Swope
28 Summer Drive
Dillsburg, PA 17019
:saa
PENN PRODUCTS CORPORATION
DAVID J. HORICK, DOUGLAS C.
HORICK, MARILYN SNYDER
BUDZYNSKI, Executrix-DBN of the
Estate of Maybelle Asper, Deceased,
DANIEL A. KUHN, DONNA LEE GOFF,
LEWIS G. KUHN, CAROLYN WAGNER,:
DORIS I. ERNST, AND JEAN M.
HORICK,
PLAINTIFFS
V.
SANDRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, AND
JOHN D. SWOPE,
DEFENDANTS
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
: 12-2838 CIVIL TERM
M ED
-,,M
- xW
cnt _cn off,
? w -
ORDER OF COURT
AND NOW, this _/-? day of May, 2012, following a hearing on May
14, 2012, regarding Plaintiffs' complaint for preliminary or special injunction and a
permanent injunction, the court finds that the Annual Shareholders Meeting on April 25,
2012, was properly noticed and convened and that the ensuing election of Directors and
Officers comported with both the bylaws of the corporation and the laws of this
Commonwealth. Therefore, IT IS ORDERED AND DIRECTED that a permanent
injunction be issued as follows:
1. The Directors and Officers elected on April 25, 2012, (David J. Horick, Marilyn
Snyder Budzynski, Donna Lee Goff, Sandra K. Kreider, Douglas C. Horick,
Daniel S. Kuhn, and Richard Magee, Esquire), are authorized and directed to
undertake the management of Penn Products Corporation;
2. Defendants are prohibited from acting on behalf of Penn Products
Corporation;
a `
3. All actions of the Defendants subsequent to the April 25, 2012 Annual
Meeting of the Shareholders which purported to be on behalf of Penn
Products Corporation are declared null and void unless ratified by the newly
constituted Board of Directors;
4. Defendants shall deliver forthwith to the Directors and Officers of Penn
Products Corporation all keys to corporate property, all corporate checkbooks
and other financial accounts, all corporate records and the corporate seal;
5. Bond is continued at $1.00.
By the Court,
lbert H. Ma and, J.
,Aarvin Beshore, Esquire
Luther E. Milspaw, Jr., Esquire
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
For Plaintiffs
J
William Andring, Esquire
248 Creek Road
Camp Hill, PA 17011
For Defendants
:saa
BUDZYN§KI, Executrix DBN of the
Estate of Maybelle Asper, Deceased, CIVIL ACTION, EQUITY
DANIEL A. KUHN, DONNA LEE GOFF
LEWIS G.IKUHN, CAROLYN WAGNER,
DORIS I. ERNST, and JEAN M. HORICK, :
Plaintiffs
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
DAVID J. HORICK, DOUGLAS C. CUMBERLAND COUNTY
14 RICK MARILYN SNYDER PENNSYLVANIA
c
V. -L w
:z m
SANDRA L. McCORKEL, GREGORY'-'
R. SWOPE, MEGAN SWOPE, and No. 2838 CIVIL 2012
JOHN D. SWOPE Defendants
DEFENDANTS' PRELIMINARY OBJECTIONS
TO PLAINTIFFS' COMPLAINT
r
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N
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-ac
1V
cn
AND NOW come Defendants, Sandra L. McCorkel, Gregory R. Swope, Megan Swope,
and John D. Swope, by and through their attorney, William H. Andring, Esq., and file the within
Preliminary Objections to Plaintiffs' Complaint.
1. The Complaint fails to conform to law or rule of court in that the Complaint is not
verified.
2. The Complaint contains false and scandalous accusations in Paragraphs 19, 21, 22, 23,
45, 48, 50, 52, and 53.
3. The Complaint fails to conform to law or rule of court in that the Complaint contains a
request for a special or preliminary injunction, but no petition for such an injunction has ever
been filed with the Court.
WHEREFORE, Defendants request this Honorable Court to dismiss the Complaint of
Plaintiffs.
William H. Andring, Esq.
Attorney for Defendants
Attorney I.D. #26609
248 Creek Road
Camp Hill, PA 17011
(717) 975-8796
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
DAVID J. HORICK, DOUGLAS C. CUMBERLAND COUNTY
HORICK, MARILYN SNYDER PENNSYLVANIA
BUDZYNSKI, Executrix DBN of the
Estate of Maybelle Asper, Deceased, CIVIL ACTION, EQUITY
DANIEL A. KUHN, DONNA LEE GOFF
LEWIS G. KUHN, CAROLYN WAGNER,
DORIS 1. ERNST, and JEAN M. HORICK,
Plaintiffs
V.
SANDRA L. McCORKEL, GREGORY
R. SWOPS, MEGAN SWOPE, and No. 2838 CIVIL 2012
JOHN D.'SWOPE
Defendants
CERTIFICATE OF SERVICE
I, William H. Andring, Esq., hereby certify that on this, the 25th day of May, 2012, I
served a copy of the attached document by causing it to be deposited in the United States Mail,
First Class Postage prepaid, addressed as follows:
Marvin Beshore, Esquire
130 State, St., P.O. Box 946
Harrisburg, PA 17108-0946
WILLIAM H. ANDRING
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
DAVID J. HORICK, DOUGLAS C. CUMBERLAND COUNTY
HORICK MARILYN SNYDER PENNSYLVANIA
f
BUDZYNSKI, Executrix DBN of the
Estate of Maybelle Asper, Deceased,
DANIEL A. KUHN, DONNA LEE GOFF
LEWIS G. KUHN, CAROLYN WAGNER, :
DORM 1. ERNST, and JEAN M. HORICK,
Plaintiffs
CIVIL ACTION, EQUITY
L?
c
c--
c
V.
SANDRA L. McCORKEL, GREGORY
R. SWIOPE, MEGAN SWOPE, and
JOHN ''D. S WOPE
Defendants
: No. 2838 CIVIL 2012
NOTICE OF APPEAL
Notice is hereby given that Sandra L. McCorkel, Gregory R. Swope, Megan
Swope, and John D. Swope, defendants above named, hereby appeal to the Superior
ry
rv
a
Court of Pennsylvania from the, order entered in this matter on the 15th day of May, 2012.
This order has been entered in the docket as evidenced by the attached copy of the docket
entry.
Respectfully submitted,
", 6 ??-
William H. Andring, Esq.
Attorney for Defendants
Attorney I.D. #26609
248 Creek Road
Camp Hill, PA 17011
(717) 975-8796
4,k le-76
.4r 0_7 5-r36
PYS511 Cumberland County Prothonotary's Office Page 1
Civil Case Print
2012-02838 PENN PRODUCTS CORP ET AL (vs) MCCORKEL SANDRA L ET AL
Reference No..: Filed........: 5/07/2012
Case Ty e.....: MISCELLANEOUS - OTHER Time.........: 1:30
Judgment......: 00 Execution Date 0/00/0000
Judge Assigned: MASLAND ALBERT H Jury Trial....
Disposed Desc.: Disposed Date. 0/00/0000
------------ Case Comments ------------- Higher Crt 1.:
Higher Crt 2.:
General Index Attorney Info
PENN PRODUCTS CpPORATION PLAINTIFF BESHORE MARVIN
1369 SWOPE DRIVE
BOILING SPRINGS PA
HORICK DAVID J PLAINTIFF BESHORE MARVIN
HORICK DOUGLAS C PLAINTIFF BESHORE MARVIN
BUDZYNSKI MARILYN SNYDER PLAINTIFF BESHORE MARVIN
EXECUTRIX-DBN OF THE ESTATE OF
KUHN DANIEL A PLAINTIFF BESHORE MARVIN
GOFF DONNA LEE PLAINTIFF BESHORE MARVIN
KUHN LEWIS G PLAINTIFF BESHORE MARVIN
WAGNER CAROLYN PLAINTIFF BESHORE MARVIN
ERNST DORIS I PLAINTIFF BESHORE MARVIN
HORICK JEAN M PLAINTIFF BESHORE MARVIN
MCCORKEL SANDRA L DEFENDANT ANDRING WILLIAM H
675 VALLEY VIEW DRIVE
BOILING SPRINGS PA
SWOPE GREGORY R DEFENDANT ANDRING WILLIAM H
1469 KUHN RD
BOILING SPRINGS PA
SWOPE MEGAN DEFENDANT ANDRING WILLIAM H
28 SUMMER DRIVE
DILLSBURG PA
SWOPE JOHN D DEFENDANT ANDRING WILLIAM H
28 SUMMER DRIVE
DILLSBURG PA
********************************************************************************
Judgment Index Amount Date Desc
MCCORKEL SANDRA L 5/29/2012 JUDGMENT ON ORDER
SWOPE GREGORY R 5/29/2012 JUDGMENT ON ORDER
SWOPE MEGAN 5/29/2012 JUDGMENT ON ORDER
SWOPE JOHN D 5/29/2012 JUDGMENT ON ORDER
* Date Entries
********************************************************************************
- - - - - - - - - - - - - FIRST ENTRY - - - - - - - - - - - - - -
5/07/2012 COMPLAINT FOR PRELIMINARY OR SPECIAL INJUNCTION AND A PERMANENT
INJUNCTION - BY MARVIN BESHORE ATTY FOR PLFFS
-------------------------------------------------------------------
5/08/2012 ORD R OF COURT DATED 5-8-12 IN RE PRELIMINARY INJUNCTION - HEARING
IS CHEDULED FOR MAY 18 2012 AT 1 30 PM IN CR 1 - BY THE COURT
ALB RT H MASLAND J- COPIES MAILED 5-8-12
-------------------------------------------------------------------
5/09/2012 DPRA.ECIPE ENTSWOPESEARANCE - BY WILLIAM H ANDRING ATTY FOR
-------------------------------------------------------------------
5/10/2012 ORDER OF COURT - 5/9/12 - IN RE: HEARING SET FOR 5/14/12 ® 9:00 AM
PYS511 Cumberland County Prothonotary's Office Page 2
Civil Case Print
2012-02838 PENN PRODUCTS CORP ET AL (vs) MCCORKEL SANDRA L ET AL
Reference No..: Filed........: 5/07/2012
Case Ty e.....: MISCELLANEOUS - OTHER Time.........: 1:30
Judgment..... s .00 Execution Date 0/00/0000
Judge Assigned; MASLAND ALBERT H Jury Trial....
Disposed Desc.: Disposed Date. 0/00/0000
------------ Case Comments -------------- Higher Crt 1.:
Higher Crt 2.:
IN C R 1 CUMB CO COURTHOUSE - BY THE COURT ALBERT H MASLAND J
COPIES MAILED 5/10/12
--------------------------------------------------------------------
5/15/2012 ORDER OF COURT - 5/15/12 - IN RE: PLFFS' COMPLAINT FOR PRELIMINARY
OR SPECIAL INJUNCTION AND PERMANENT INDUCTION - BY THE COURT
ALBERT H MASLAND J - COPIES MAILED 5/15/12
--------------------------------------------------------------------
5/10/2012 BOND - $1.00 PD BY MARVIN BESHORE ESQ
-------------------------------------------------------------------
5/25/2012 DEFENDANTS PRELIMINARY OBJECTIONS TO PLAINTIFFS COMPLAINT - BY
WILLIAM H ANDRING ATTY FOR DEFTS
--------------------------------------------------------------------
5/29/2012 OPR ECIPE FOR EWILLIAMNTRY JUDGMENTGIN DOCKET PDEFTSER OF COURT DATED
--------------------------------------------------------------------
5/29/2012 NOTICE MAILED TO ATTY FOR PLFF AND HAND DELIVERED TO ATTY FOR DEFT
- - - - - - - - - - - - - - LAST ENTRY - - - - - - - - - - - - - -
********************************************************************************
* Escrow Information
* Fees & Debits Bec*Bal***Pmts/Adl End Bal
******************************** **** ****** *******************************
COMPLAINT 65.25 65.25 .00
TAX ON CMPLT .50 .50 .00
SETTLEMENT 9.50 9.50 .00
AUTOMATION 5.00 5.00 .00
JCP FEE 23.50 23.50 .00
BOND 1.00 1.00 .00
JDMT 16.50
- 16.50
---------- --- .00
---------
-------------
121.25 121.25 .00
********************************************************************************
* End of Case Information
********************************************************************************
TRUE COPY FROM RECORD
b Tee mony whors&, I here unto set my hand
Mid thLLr.!! of said Court at Carlisle, Pe.
T1?3 31 41 .20 /?
PENN PRODUCTS CORPORATION,
DAVID J. HORICK, DOUGLAS C.
HORICK, MARILYN SNYDER
BUDZYNSKI, Executrix DBN of the
Estate of Maybelle Asper, Deceased,
DANIEL A. KUHN, DONNA LEE GOFF
LEWIS G. KUHN, CAROLYN WAGNER,
DORIS L ERNST, and JEAN M. HORICK,
Plaintiffs
V.
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY
PENNSYLVANIA
: CIVIL ACTION, EQUITY
SANDRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, and No. 2838 CIVIL 2012
JOHN D. SWOPE
Defendants
CERTIFICATE OF SERVICE
I, William H. Andring, Esq., hereby certify that on this, the 29th day of May,
2012,11 served a copy of the attached document by causing it to be deposited in the
Unitedi, States Mail, First Class Postage prepaid, addressed as follows, which service
satisfies the requirements of Pa.R.A.P. 121:
Marvin Beshore, Esquire
130 State St., P.O. Box 946
Harrisburg, PA 17108-0946
Melissa H.Calvanelli
District Court Administrator
1 Courthouse Square, 3R
Carlisle, PA 17013
Hon. Filbert H. Masland
Court Of Common Pleas
1 Courthouse Square
Carlisle, PA 17013
Pam Sheffer
Distri?t Court Administration
1 Courthouse Square, 3R
Carlisle, PA 17013
ILLIAM . ANDRING
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
DAVI J. HORICK, DOUGLAS C. CUMBERLAND COUNTY
HORICK MARILYN SNYDER PENNSYLVANIA
BUD2 YNSKI, Executrix DBN of the
Estate!! of Maybelle Asper, Deceased,
DANIEL A. KUHN, DONNA LEE GOFF
LEWIS G. KUHN, CAROLYN WAGNER,
DORI$ I. ERNST, and JEAN M. HORICK,
Plaintiffs
CIVIL ACTION, EQUITY
zM ?.. :;-
zt: -
V.
SANDRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, and No. 2838 CIVIL 2012
JOHN D. SWOPE
Defendants
REQUEST FOR TRANSCRIPT
n.s
A Notice of Appeal having been filed in this matter, the official court reporter is
hereby ? ordered to produce, certify, and file the transcript in this matter, in conformity
with Rule 1922 of the Pennsylvania Rules of Appellate Procedure.
Respectfully submitted,
William H. Andring, Esq.
Attorney for Defendants
Attorney I.D. #26609
248 Creek Road
Camp Hill, PA 17011
(717) 975-8796
PENN PRODUCTS CORPORATION,
DAVID J. HORICK, DOUGLAS C.
HORICK, MARILYN SNYDER
BUDZYNSKI, Executrix DBN of the
Estate of Maybelle Asper, Deceased,
DANIEL A. KUHN, DONNA LEE GOFF
LEWIS G. KUHN, CAROLYN WAGNER,
DORIS I. ERNST, and JEAN M. HORICK,
Plaintiffs
V.
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY
PENNSYLVANIA
CIVIL ACTION, EQUITY
SANDRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, and No. 2838 CIVIL 2012
JOHN D. SWOPE
Defendants
PRAECIPE TO ENTER JUDGMENT IN DOCKET
To the Prothonotary:
Please enter judgment on the Order of Judge Masland in the above-captioned
action, dated May 15, 2012, in the appropriate court docket.
Respectfully submitted,
William H. Andring, Esq.
2
Attorney for Defendants
Attorney I.D. #26609
248 Creek Road
Camp Hill, PA 17011
(717) 975-8796
_1_7S0r33
PENN PRODUCTS CORPORATION,
DAVID J. HORICK, DOUGLAS C.
HORICK, MARILYN SNYDER
BUDZYNSKI, Executrix DBN of the
Estate of Maybelle Asper, Deceased,
DANIEL A. KUHN, DONNA LEE GOFF
LEWIS G. KUHN, CAROLYN WAGNER,
DORIS I. ERNST, and JEAN M. HORICK,
Plaintiffs
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY
PENNSYLVANIA
CIVIL ACTION, EQUITY
V.
SANDRA L. McCORKEL, GREGORY
R. SWOPS, MEGAN SWOPE, and
JOHN D. SWOPE
Defendants
: No. 2838 CIVIL 2012
CERTIFICATE OF SERVICE
I, William H. Andring, Esq., hereby certify that on this, the 29th day of May, 2012, I
served a copy of the attached document by causing it to be deposited in the United States Mail,
First Class Postage prepaid, addressed as follows:
Marvin Beshore, Esquire
130 State St., P.O. Box 946
Harrisburg, PA 17108-0946
WILLIAM H. ANDRING
7
I a
PENN PRODUCTS CORPORATION IN THE COURT OF COMMON PLEAS OF
DAVID J. HORICK, DOUGLAS C. CUMBERLAND COUNTY, PENNSYLVANIA
HORICK, MARILYN SNYDER
BUDZYNSKI, Executrix-DBN of the
Estate of Maybelle Asper, Deceased,
DANIEL A. KUHN, DONNA LEE GOFF,
LEWIS G, KUHN, CAROLYN WAGNER,: _ ,
DORIS l', ERNST, AND JEAN M.
?
N
HORICI4, xM ?
PLAINTIFFS
C
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mac,
V.
o
Dci
.0
=Ic
•
SANDRA L. McCORKEL, GREGORY zo
C--
MEGAN SWOPE, AND
SWOIPE
R
,
.
JOHN D. SWOPE,
DEFENDANTS 12-2838 CIVIL TERM
ORDER OF COURT
AND NOW, this __/- day of May, 2012, following a hearing on May
14, 2012, regarding Plaintiffs' complaint for preliminary or special injunction and a
permanent injunction, the court finds that the Annual Shareholders Meeting on April 25,
2012, was properly noticed and convened and that the ensuing election of Directors and
officers comported with both the bylaws of the corporation and the laws of this
Commonwealth. Therefore, IT IS ORDERED AND DIRECTED that a permanent
injunction be issued as follows:
1. The Directors and Officers elected on April 25, 2012, (David J. Horick, Marilyn
Snyder Budzynski, Donna Lee Goff, Sandra K. Kreider, Douglas C. Horick,
Daniel S. Kuhn, and Richard Magee, Esquire), are authorized and directed to
undertake the management of Penn Products Corporation;
2. Defendants are prohibited from acting on behalf of Penn Products
Corporation;
a6
3. All actions of the Defendants subsequent to the April 25, 2012 Annual
Meeting of the Shareholders which purported to be on behalf of Penn
Products Corporation are declared null and void unless rated by the newly
constituted Board of Directors;
4. Defendants shall deliver forthwith to the Directors and Officers of Penn
Products Corporation all keys to corporate property, all corporate checkbooks
and other financial accounts, all corporate records and the corporate seal;
5. Bond is continued at $1.00.
By the Court,
e1Z Ibert H. Ma and, J.
?k(arvin Beshore, Esquire
Luther E. Milspaw, Jr., Esquire
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
For Plaintiffs J
,Ailliam Andring, Esquire
248 Creek Road
Camp Hill, PA 17011
For Defendants
saa
• •
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
PENN PRODUCTS CORPORATION,
DAVID J. HORICK, DOUGLAS C.
HORICK, MARILYN SNYDER
BUDZYNSKI, Executrix-DBN of the Estate of
Maybelle Asper, Deceased, DANIEL A. KUHN,
DONNA LEE GOFF, LEWIS G. KUHN,
CAROLYN WAGNER, DORIS I. ERNST, and
JEAN M. HORICK,
Plaintiffs
V.
SANDRA L. McCORKEL, GREGORY R.
SWOPE, MEGAN SWOPE, and JOHN D.
SWOPE,
Civil Action - Equity
No. 2012 - 2838 Ci?tiT
F er ;
Defendants
ACCEPTANCE OF SERVICE
I, William Andring, Esquire, hereby accept service of the Complaint on behalf of
Defendants, SANDRA L. McCORKEL, GREGORY R. SWOPE, MEGAN SWOPE and JOHN
D. SWOPS, and certify that I am authorized to do so.
i
William H. An ring, Esquir
Attorney ID No. 26609
238 Creek Road
Camp Hill, PA 17011
(717) 234-4728
Dated: May C, 2012
Gu+.??E14115YL?
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
PENN PRODUCTS CORPORATION, Civil Action - Equity
ET AL.
Plaintiffs No. 2012 - 2838
v.
SANDRA L. McCORKEL, ET AL.
Defendants
PRAECIPE
To: The Prothonotary of Cumberland County
Please file the attached Verification, which was executed on May 7, 2012, but was
inadvertently omitted from the Complaint for Preliminary or Special Injunction and Permanent
Injunction.
Respectfully submitwl
VMa in Beshore, Esquire
Attorney ID # PA 31979
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
717-236-0781, Fax: 717-236-0791
MBeshore@beshorelaw.com
Attorney for Plaintiffs
00052284.wM vi
VERIFICATION
I, David J. Horick, an individual plaintiff and a shareholder, as well as a duly elected
Director and the duly elected President of Penn Products Corporation, hereby state that the
averments of fact in the foregoing Complaint for Preliminary or Special Injunction and a
Permanent Injunction, are true and correct to the best of my knowledge, information and/or
belief.
This Verification is made subject to the penalties of 18 Pa.C.S. 4904 related to unsworn
falsifications to authorities.
CERTIFICATE OF SERVICE
I, Marvin Beshore, Esquire, counsel for Plaintiffs in this action, he eby certify that a true
and' ect copy of the foregoing Praecipe was served this day of
2012 upon Defendants' counsel, William Andring, Esquire, 248 Creek
Rd,' Ca Hill, PA 17011, via United States mail, first class postage prepaid in
Harrisburg, PA.
00052284.WPD; vl
PENN PRODUCTS CORPORATION
DAVID J. HORICK, DOUGLAS C.
HORICK, MARILYN SNYDER
BUDZYNSKI, Executrix-DBN of the
Estate of Maybelle Asper, Deceased,
DANIEL A.' KUHN, DONNA LEE GOFF,
LEWIS G. KUHN, CAROLYN WAGNER,:
DORIS 1. EIRNST, AND JEAN M.
HORICK,
PLAINTIFFS
V.
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
SANDRA L. McCORKEL, GREGORY
R. SWOPEE, MEGAN SWOPE, AND
JOHN D. SIWOPE,
DEFENDANTS 12-2838 CIVIL TERM
ORDER OF COURT
AND NOW, this 30" day of May, 2012, Defendants shall file and serve a copy in the
chambers of this judge a concise statement of errors complained of on appeal within twenty-
one (21) days of this date.
By the Court,
? Marvin Beshore, Esquire
Luther E. Milspaw, Jr., Esquire
130 State Street, P.O. Box 946
Harrisburg,' PA 17108-0946
For Plaintiffs
V William Andring, Esquire
248 Creek Road
Camp Hill, PA 17011
For Defendants
saa C10fi,e'6 ma, led s`.3?//X
/ ,
Albert H. Masland,
c??
44461
i
superior Court of Vennovibania
Karen Reid Bramblett, Esq.
Prothonotary Middle District
Marv A. Gravbill, Esq.
Deputy Prothonotary
June 4, 2012
Buell, David D.
Prothonotary
Cumberland County Courthouse
1 Courthouse Square
Carlisle, PA 17013
Pennsylvania Judicial Center
P.O. Box 62435
601 Commonwealth Avenue, Suite 1600
Harrisburg, PA 17106-2435
(717) 772-1294
www. su peri or. court. state. pa. u s
RE: Penn Products Corporation, David J. Horick, Douglas C. Horick, Marilyn Snyder
Budzynski, Executrix DBN of the Estate of Maybelle Asper, Deceased, Daniel A. Kuhn,
Donna Lee Goff, Lewis G. Kuhn, Carolyn Wagner, Doris I. Ernst and Jean M. Horick
V.
Sandra L. McCorkel, Gregory R. Swope, Megan Swope and John D. Swope
Appellants
985 MDA 2012
Trial Court Docket No:
Dear David D. Buell:
2838 Civil 2012
Enclosed please find a copy of the docket for the above appeal that was recently filed in the
Superior Court. Kindly review the information on this docket and notify this office in writing if you
believe any corrections are required.
Appellant's counsel is also being sent a Docketing Statement, pursuant to Pa.R.A.P. 3517,
for completion and filing. Please note that Superior Court Dockets are available on the Internet at
the Web site address printed at the top of this page. Thank you.
Respectfully yours,
Mary A. Graybill, Esq.
Deputy Prothonotary
/vsl
Enclosure
11:37 A.M.
Appeal Docket Sheet Superior Court of Pennsylvania
Docket Number: 985 MDA 2012
Page 1 of 2 Secure
June 4, 2012
CAPTION
Penn Products Corporation, David J. Horick, Douglas C. Horick, Marilyn Snyder Budzynski, Executrix DBN of the Estate of
Maybelle Asper, Deceased, Daniel A. Kuhn, Donna Lee Goff, Lewis G. Kuhn, Carolyn Wagner, Doris I. Ernst and Jean M. Horic
V.
Sandra L. McCorkel, Gregory R. Swope, Megan Swope and John D. Swope
Appellants
CASE INFORMATION
Initiating Document: Notice of Appeal
Case Status: Active
Case Processing Status: May 31, 2012 Awaiting Original Record
Journal Number:
Case Category: Civil Case Type(s): Equity
CONSOLIDATED CASES RELATED CASES
SCHEDULED EVENT
Next Event Type: Receive Docketing Statement Next Event Due Date: June 18, 2012
Next Event Type: Original Record Received Next Event Due Date: July 30, 2012
COUNSEL INFORMATION
Appellant Sandra L. McCorkel, Gregory R. Swope, Megan Swope and John D. Swope
Pro Se: No Appoint Counsel Status: Represented
IFP Status: No
Attorney: Andring, William Hugh
Bar No: 026609
Address: 248 Creek Rd
Camp Hill, PA 17011
Phone No: (717) 975-8796 Fax No:
Receive Mail: Yes
Receive EMail: No
Appellee Penn Products Corporation, et al
Pro Se: No Appoint Counsel Status: Represented -
IFP Status: :- -
Attorney: Beshore, Marvin
Bar No: 031979 -
Address: 130 State St
PO Box 946 -;
Harrisburg, PA 17108 c
Phone No: (717) 236-0781 Fax No: (717) 236-0791
Receive Mail: Yes _ c, y=
Receive EMail: No =
0 11:3tA.M.
Appeal Docket Sheet
Docket Number: 985 MDA 2012
Page 2 of 2
June 4, 2012
Fee Dt Fee Name
05/31/2012 Notice of Appeal
Superior Court of Pennsylvania
Secure
FEE INfOIRIMTION
Fee Amt Receipt Dt Receipt No Receipt Amt
73.50 05/31/2012 2012-SPR-M-000529 73.50
AGENCY/TRIAL COURT INFORMATION
Court Below: Cumberland County Court of Common Pleas
County: Cumberland Division: Cumberland County Civil Division
Order Appealed From: May 15, 2012 Judicial District: 09
Documents Received: May 31, 2012 Notice of Appeal Filed: May 29, 2012
Order Type: Order Entered
OTN(s):
Lower Ct Docket No(s):2838 Civil 2012
Lower Ct Judge(s): Masland, Albert H.
Judge
ORIGINAL RECORD CONTENT
Original Record Item Filed Date Content Description
Date of Remand of Record:
ORtEFING- SCHEDULE
None None
DOCKET ENTRY
Filed Date Docket Entry / Representing Participant Type Filed By
May 31, 2012 Notice of Appeal Docketed
Appellant Sandra L. McCorkel, Gregory R.
Swope, Megan Swope and John D.
Swope
June 4, 2012 Docketing Statement Exited (Civil)
Middle District Filing Office
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
DAVID J. HORICK, DOUGLAS C. CUMBERLAND COUNTY ` 7,
HORICK, MARILYN SNYDER PENNSYLVANIA -
BUDZYNSKI, Executrix DBN of the 7 E
Estate of Maybelle Asper, Deceased, CIVIL ACTION, EQUITY "-
DANIEL A. KUHN, DONNA LEE GOFF
LEWIS G. KUHN, CAROLYN WAGNER,
DORIS I. ERNST, and JEAN M. HORICK,
Plaintiffs `."
V.
SANDRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, and No. 2838 CIVIL 2012
JOHN D. SWOPE :
Defendants
DEFENDANTS' STATEMENT OF ERRORS
COMPLAINED OF ON APPEAL
AND NOW come Defendants, Sandra L. McCorkel, Gregory R. Swope, Megan
Swope, and John D. Swope, by and through their attorney, William H. Andring, Esq., and
file the within Statement of Errors Complained of on Appeal:
1. The Complaint in this action was filed on May 7, 2012.
2. The Complaint was not verified.
3. The Complaint contained false and scandalous accusations in Paragraphs 19,
21, 22, 23, 45, 48, 50, 52, and 53
4. The Complaint requested the granting of a special or preliminary injunction
and a permanent injunction.
5. A Petition for a Preliminary or Special Injunction was never filed with the
Court.
6. A proposed Order granting a special injunction was attached to the Complaint.
7. On May 8, 2012, the Honorable Albert H. Masland, Judge of the Court of
Common Pleas of Cumberland County, acting ex parte, signed the Order attached to the
Complaint, granting all injunctive relief requested by Defendants, and scheduling a
hearing on May 18, 2012, 10 days after the date of the Order.
8. No bond or other security was ordered by the Court, or posted by the Plaintiffs.
9. On May 9, 2012, Judge Masland entered another ex parte Order, vacating his
Order of May 8. The Order of May 9 granted the Plaintiffs most of the special injunctive
relief they had requested against Defendants, ordered that Plaintiffs post a bond of $1.00
(one dollar), and scheduled a hearing on May 14, 2012.
10. After the hearing on May 14, 2012, Judge Masland entered an Order dated
May 15, 2012, which contained a final adjudication of the factual and legal issues in
dispute between the parties, and entered a permanent injunction in favor of the Plaintiffs
and against the Defendants.
11. The actions of Judge Masland have violated virtually every provision of the
Pennsylvania Rules of Civil Procedure relating to the procedure in a civil action, the
procedure in an action in equity, the granting of special or preliminary injunctive relief,
and the granting of permanent injunctive relief.
12. The actions of Judge Masland have deprived the Defendants of their rights to
due process and equal protection of the laws under the United States Constitution.
Respectfully submitted,
C William H. Andring, Esq.
Attorney for Defendants
Attorney I.D. #26609
248 Creek Road
Camp Hill, PA 17011
(717) 975-8796
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
DAVID J. HORICK, DOUGLAS C. CUMBERLAND COUNTY
HORICK, MARILYN SNYDER PENNSYLVANIA
BUDZYNSKI, Executrix DBN of the
Estate of Maybelle Asper, Deceased,
DANIEL A. KUHN, DONNA LEE GOFF
LEWIS G. KUHN, CAROLYN WAGNER,
DORIS I. ERNST, and JEAN M. HORICK,
Plaintiffs
CIVIL ACTION, EQUITY
v.
SANDRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, and
JOHN D. SWOPE
: No. 2838 CIVIL 2012
Defendants
CERTIFICATE OF SERVICE
I, William H. Andring, Esq., hereby certify that on this, the 201' day of June,
2012, I served a copy of the attached document by causing it to be deposited in the
United States Mail, First Class Postage prepaid, addressed as follows:
Marvin Beshore, Esquire
130 State St., P.O. Box 946
Harrisburg, PA 17108-0946
I further certify that on this date I personally served a copy of the attached
document in the chambers of Judge Albert H. Masland.
WILLIAM H. ANDRING
PENN PRODUCTS CORPORATION,
DAVID J. HORICK, DOUGLAS C.
HORICK, MARILYN SNYDER
BUDZYNSKI, Executrix-DBN of the
Estate of Maybelle Asper, Deceased,
DANIEL A. KUHN, DONNA LEE GOFF,
LEWIS G. KUHN, CAROLYN WAGNER,:
DORMS I. ERNST, AND JEAN M.
HORICK,
PLAINTIFFS
V.
IN THE COURT OF COMMON
PLEAS OF CUMBERLAND
COUNTY, PENNSYLVANIA
SANQRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, AND
JOHN D. SWOPE,
DEFENDANTS 12-2838 CIVIL TERM
IN RE: OPINION PURSUANT TO PA.R.A.P. 1925
Masland, J., August 24, 2012:--
I. Background
In this fiercely fought equity case, involving the struggle for control of a
closely held corporation, Plaintiffs filed a complaint on May 7, 2012 seeking both
a preliminary or special injunction and a permanent injunction. Although
Defendants have raised a panoply of errors, the crux of their appeal is that the
court erred in granting permanent relief without convening a new hearing.
Therefore, we begin by setting forth at length Plaintiffs' requested relief:
WHEREFORE, Plaintiffs request this Honorable
Court to enter a Special or Preliminary Injunction that
does the following until further order of this Court:
1. Enjoins the purported "Resumption of Annual
Meeting of Stockholders" that has been noticed for
May 10, 2012;
2. Prohibits Defendants from acting on behalf of the
Corporation;
3. Prohibits Defendants from accessing any and all
financial accounts of the Corporation, including,
12-2838 CIVIL TERM
but not limited to checking accounts at M&T Bank,
checking accounts at Adams County National
Bank, and investment accounts at Charles
Schwab & Co., Inc.;
4. Recognizes the Directors and Officers who were
duly elected on April 25, 2012; and,
5. Directs Defendants immediately to deliver to the
New Directors all keys to Corporate property, all
Corporate checkbooks and other financial
accounts, all corporate records, and the Corporate
Seal.
WHEREFORE, Plaintiffs further request this
Honorable Court to enter a Permanent Injunction,
following requisite hearing, that does the following
until further order of this Court:
1. Enjoins the purported "Resumption of Annual
Meeting of Stockholders" that has been noticed for
May 10, 2012;
2. Prohibits Defendants from acting on behalf of the
Corporation;
3. Prohibits Defendants from accessing any and all
financial accounts of the Corporation, including,
but not limited to checking accounts at M&T Bank,
and investment accounts at Charles Schwab &
Co., Inc.
4. Validates the results of the election held on April
25, 2012; and
5. Places management of the Corporation in the
hands of the Directors and Officers elected on
April 25, 2012, i.e., David J. Horick, Douglas C.
Horick, Daniel A. Kuhn, Marilyn Snyder Budzynski,
Donna Lee Goff, Sandra K. Kreider, and Richard
Magee, until the next election of Directors; and,
6. Grant such other and further relief as the Court
may deem just and proper.'
On May 8, 2012 this court issued an order which granted the requested
preliminary or special injunction and set a hearing on the matter for Friday, May
18, 2012, at 1:30 p.m. Upon realizing the court had erred in failing to set bond
and in failing to schedule a timely hearing pursuant to Pa.R.C.P. No. 1531, we
`Plaintiffs' complaint filed May 7, 2012, at 16-17. As is evident, the difference between the
preliminary and permanent relief sought is inconsequential.
-2-
12-2838 CIVIL TERM
entered an order on May 9, 2012, that vacated the order of May 8, 2012 and, in
effect, reissued the same order with two exceptions - bond was set at $1.00 and
the hearing was scheduled for May 14, 2012, at 9:00 a.m.
On May 14, 2012, the court heard approximately six hours of testimony
from nine witnesses, admitted 18 exhibits into evidence and heard argument
from counsel, all of which was every bit as feisty as the shareholders' meeting
that gave rise to this action. Our May 15, 2012 order began with the finding "that
the Annual Shareholders Meeting on April 25, 2012, was properly noticed and
convened and that the ensuing election of Directors and Officers comported with
both the by-laws of the corporation and the laws of this Commonwealth."
Consequently, we deemed it appropriate to issue a permanent injunction that
authorized the Directors and Officers elected on April 25, 2012, to undertake the
management of the corporation; prohibited the Defendants from acting on behalf
of the corporation; declared the actions of the Defendants subsequent to the April
25, 2012 annual meeting to be null and void unless ratified by the newly
constituted board; and directed the Defendants to deliver all of the corporate
records to the new Directors of the corporations.
Defendants have appealed to the Superior Court and, in their statement of
matters complained of, have expressed the grounds for the appeal as follows:
1. The Complaint in this action was filed on May 7, 2012.
2. The Complaint was not verified.
3. The Complaint contained false and scandalous
accusations in Paragraphs 19, 21, 22, 23, 45, 48,
50, 52, and 53.
4. The Complaint requested the granting of a special
or preliminary injunction and a permanent
injunction.
-3-
12-2838 CIVIL TERM
5. A Petition for a Preliminary or Special Injunction
was never filed with the Court.
6. A proposed Order granting a special injunction
was attached to the Complaint.
7. On May 8, 2012, the Honorable Albert H. Masland
Judge of the court of Common Pleas of
Cumberland County, acting ex parte, signed the
Order attached to the Complaint, granting all
injunctive relief requested by Defendants, and
scheduling a hearing on May 18, 2012, 10 days
after the date of the order.
8. No bond or other security was ordered by the
Court, or posted by the Plaintiffs.
9. On May 9, 2012, Judge Masland entered another
ex parte, order, vacating his Order of May 8. The
Order of May 9 granted the Plaintiffs most of the
special injunctive relief they had requested against
Defendants, ordered that Plaintiffs post a bond of
$1.00 (one dollar), and scheduled a hearing on
May 14, 2012.
10. After the hearing on May 14, 2012, Judge Masland
entered an Order dated May 15, 2012, which
contained a final adjudication of the factual and
legal issues in dispute between the parties, and
entered a permanent injunction in favor of the
Plaintiffs and against the Defendants.
11. The actions of Judge Masland have violated
virtually every provision of the Pennsylvania Rules
of Civil Procedure relating to the procedure in a
civil action, the procedure in an action in equity,
the granting of special or preliminary injunctive
relief, and the granting of permanent injunctive
relief.
12. The actions of Judge Masland have deprived the
Defendants of their rights to due process and
equal protection of the laws under the United
States Constitution.
Having been reproached for running roughshod over the constitution and
rules of civil procedure, we have endeavored to not react defensively in this
opinion. And, to the extent we erred, we will further endeavor to correct the
same. Nevertheless, a fair hearing of the evidence produced drew us inevitably
-4-
12-2838 CIVIL TERM
to our conclusion. And, we submit that a fair reading of the numerous matters
complained of boils down to one issue -- were the Defendants denied due
process when we granted the requested relief? In keeping with this assessment,
we have narrowed our findings to what we found to be credible, true and salient.
11. Findinas of Facts
Proper notice was given to the Shareholders of the April 25, 2012
Annual Shareholders Meeting of Penn Products Corporation.2
2. The largest shareholder in attendance (holding 5,195 shares or
20.78% of all outstanding shares) was Marilyn Budzynski, who was the duly
appointed personal representative of the Estate of Maybelle Asper.3
3. The Plaintiffs submitted legitimate proxies to the Defendants prior
to the meeting being convened.4
4. Then President, Sandra L. McCorkel (hereafter McCorkel), called
the meeting to order in the living room because there were too many attendees
to meet in the kitchen as planned.5
5. McCorkel declared the first order of business to be the election of
the Board of Directors and began to pass out preprinted ballots that only
contained the names of the Defendants .6
z See Plaintiffs' Exhibit 1, hearing May 14, 2012 (hereinafter Pl.'s Ex. _); Notes of Testimony 10
and 57, hearing May 14, 2012 (hereinafter N.T. - ).
s Pl.'s Ex. 9A and 913; N.T. 6-9, 12, 47. Although much ado was made at the hearing regarding
the appointment of Ms. Budzynski and, consequently, her ability to vote the Estate's shares, that
argumient was not raised in the statement of matters complained of. Perhaps, this was out of
recognition that we may have gotten one thing right, or, it may have been an oversight.
Regardless, the Probate, Estates and Fiduciaries Code is clearly on the side of the Plaintiffs.
4 N.T. 16 and Court Exhibit 1.
5 N.T. 15.
6 N.T. 16.
-5-
12-2838 CIVIL TERM
6. McCorkel was advised by counsel for Plaintiffs that there was an
alternate slate of candidates consisting of David Horick, Douglas Horick, Marilyn
Budzynski, Donna Goff, Sandra Kreider, Richard Magee and Daniel Kuhn all of
whom were properly moved, seconded and ultimately added to the ballot.'
7. After the ballots were revised, McCorkel attempted to
appoint/nominate Defendants Greg Swope, John Swope and/or Megan Swope to
servefas judges of election, but was informed by counsel for Plaintiffs that
pursuant to the Penn Products by-laws and the statutes of Pennsylvania, a
candidate may not serve as a judge of election.8
8. After some additional confusion, discussion, and perhaps a few
raised voices, Marilyn Budzynski nominated Crady Swisher (hereafter Swisher)
who was one of only three individuals present at the meeting who were legally
eligible to serve as judge of elections.9
9. There was a somewhat begrudged consensus among the
Shareholders that Swisher would serve as judge of elections, and McCorkel, the
officer empowered to appoint the judges of elections, stated words to the effect of
"alright let's proceed."10
10. Following the resolution of the question as to who would serve as
judge of elections, McCorkel passed out the ballots."
11. Shortly after passing out the ballots, and following a phone call with
then corporate counsel, without a motion or vote to adjourn, McCorkel
N.T. 116, 20 and 166.
8 N.T. 118-19 and 122-123; see PL's Ex. 1 at 16 and 15 Pa.C.S. § 1765.
9 N.T. 121.
10 N.T. 19, 130-131 and 141.
" N.T. 141.
-6-
12-2838 CIVIL TERM
announced "this meeting is over" and within minutes turned out the lights in order
to usher the Plaintiffs out of the house. 12
12. Amidst a flurry of objections to adjournment by the Plaintiffs,
McCorkel declared "don't make me have to call the police" in order to force the
Plaintiffs off the premises. 13
13. Swisher attempted to collect all of the ballots prior to leaving, but
the Defendants refused to give him their ballots. 14
14. After Swisher collected the ballots in the house, the Plaintiffs
proceeded to meet outside in the parking lot and continued the election of
officers that had commenced inside, with each candidate on the aforesaid
alternate slate receiving well over 50% of the votes present, in person or by
proxy (14,630 votes of a possible 23,175).15
15. Following their attempt to abort the election of directors, the
Defendants met on May 1, 2012 and continued to transact business on behalf of
the corporation, including the payment of approximately $300,000 in accounts
payable, the declaration of a dividend in the amount of $22.00 per share and the
mailing of notices to reconvene the Annual Shareholders Meeting on May 10,
2012.16
12 N.T. 21 and 59.
" N.T. 21.
14 N.T. 25.
" Pl.'s Ex. 10, Pl.'s Ex 11 and N.T. 24-26.
16 N.T. 63-65.
-7-
12-2838 CIVIL TERM
16. The transactions by Defendants required sizeable transfers of
funds between corporate accounts with Charles Schwab and ACNB leaving only
$20,000 in the corporate accounts for operation of the corporation."
17. All four Defendants deposited their $62,476.00 dividend checks into
their ACNB accounts on May 7, 2012, withdrew $60,000 in cash two days later
and deposited the same into accounts with different institutions.'a
18. On May 3, 2012, the newly elected Directors met at a properly
called meeting to authorize the filing of the instant action.19
III. Leaal Principles
As noted, Plaintiffs sought a preliminary or special injunction as well as
permanent injunctive relief. We will review the standard for each below.
A preliminary injunction seeks to maintain the status quo until the rights of
the parties can be finally adjudicated. New Castle Orthopedic Associates v.
Bums, 392 A.2d 1383 (Pa. 1978). In determining whether to grant a preliminary
injunction the court must apply the following standard:
[A] court may grant a preliminary injunction only
where the moving party establishes the following
elements: (1) that relief is necessary to prevent
immediate and irreparable harm which cannot be
compensated by damages; (2) that greater injury will
occur from refusing the injunction than from granting
it; (3) that the injunction will restore the parties to the
status quo as it existed immediately before the
alleged wrongful conduct; (4) that the alleged wrong is
manifest and the injunction reasonably suited to abate
it; and (5) that the plaintiffs right to relief is clear ...
Lewis v. City of Harrisburg, 631 A.2d 807 (Pa. Cmwlth. 1993).
" N.T. 63, 73.
'S N.T. 69-74.
19 N.T. 29-30.
-8-
12-2838 CIVIL TERM
Furthermore, our courts have long recognized that the grant of a
preliminary injunction is a "harsh and extraordinary remedy." League of Women
Voters of Pennsylvania v. Commonwealth, 683 A.2d 685, 688 (Pa. Cmwlth.
1986),. Therefore, "it is to be granted only when and if each criteria has been
fully and completely established." Id. (emphasis in original).
The standard for a permanent injunction differs from that of a preliminary
injunction. The burden is upon the plaintiff to establish its clear right to relief;
however, it "need not establish either irreparable harm or immediately relief' but
only "a legal wrong for which there is not adequate redress at law." Buffalo Twp.
v. Jones, 813 A.2d 659, 663 (Pa. 2002).
IV. Discussion
Before turning to the heart of this case, we will briefly address some of the
ancillary issues. First, Defendants raise for the first time on appeal several
issues that could have been raised at the hearing or in preliminary objections,
such as the failure to attach a verification to the complaint.20 We find that these
items are waived for the purposes of the appeal. General Mills, Inc. v. Snavely,
199 A.2d 540, 543 (Pa. Super. 1964). Similarly, Defendants object to the fact
that Plaintiffs did not file a petition for injunctive relief, with the matter proceeding
to a hearing on the basis of the complaint. While technically correct, the time to
raise that was prior to the hearing. At this stage, after a contentious and lengthy
hearing, a complaint over the procedural vehicle that brought the parties to court
clearly places form over substance.
20 Defendants filed Preliminary Objections on May 25, 2012, in which they, inter alia, raised the
issue of verification. Plaintiffs filed a praecipe on May 31, 2012 requesting the attachment of the
verification to the complaint, stating it that was "inadvertently omitted."
-9-
12-2838 CIVIL TERM
We do not minimize the importance of our rules. To the contrary, we take
quite seriously the admonition to liberally construe the rules "to secure [a] just,
speedy and inexpensive determination ... [and to] disregard any error or defect of
procedure which does not affect the substantial rights of the parties.1121 Of course
Defendants contend the manifold errors of Plaintiffs have been compounded not
minimized by the court's actions, which leads us to the over-arching issue of due
process.
Due process is defined in Black's Law Dictionary as "the conduct of legal
proceedings according to established rules and principles for the protection and
enforcement of private rights, including notice and the right to a fair hearing."
Black's Law Dictionary, 538 (8th Ed. 2004). Here, there is no question that
Defendants had an opportunity to be heard. The sole question is whether the
court had sufficient facts at hand to order the relief requested after hearing
extensive testimony about what took place on April 25, 2012.
The record demonstrates that all parties received their day in court and
ample opportunity to set forth their positions over what occurred at the
Shareholders' Meeting. Defendants may challenge our conclusions, but
ultimately we found their contentions to be baseless and their credibility to be
lacking. Contrary to Defendants' claims that they were innocently confused and
legally naive, they knew exactly what was happening. In short, Defendants
realized that basic addition was not on their side and rather than wait for the
votes to be tallied they attempted to use the tried-and-true playground tactic of
taking '..their ball and going home (or, in this case, kicking everyone out of their
z' Pa.R.C.P. No. 126.
-10-
12-2838 CIVIL TERM
home). Now that the court has cried foul, Defendants claim that we did not let
them play. To the contrary, and to the limits of our patience at times, everyone
was allowed on the court's playground.
We are satisfied that McCorkel's statements and actions constituted, in
the least, an implicit appointment of a judge of elections and that she, thereafter,
passed out the ballots to the shareholders present, the Defendants could not
effectively terminate the meeting and nullify the election, when they were
displeased with the result. The attempt by McCorkel and the other Defendants to
adjourn the meeting without a motion or vote was in direct contravention of not
only Pennsylvania's Business Corporation law, 15 Pa.C.S. § 1755(c) but also the
Penn Products By-laws, Article 3, Section 3,22 both of which require a majority
vote of the shareholders present and entitled to vote in order to effect
adjournment of a meeting at which directors are to be elected. Therefore, having
found as a matter of law that the new slate of directors was properly elected on
April 25, 2012, this court had no choice but to grant the relief requested and
remove the reigns of power from the Defendants.
In 1971, the parties chose the corporate form of governance under the
laws of this Commonwealth. With that choice, they were accorded numerous
protedtions as shareholders. Whether a corporation holds its shareholders'
meetings in a modest residence or an ornate convention hall, the officers and
directors must abide by the statutes that have been set in place by the state and
the by4aws they have adopted. Blatantly disregarding the same to avoid an
inevitable change of control is contrary to the letter and spirit of the law.
22 Pl.'s Ex. 1.
-11-
12-2838 CIVIL TERM
Of course, the question remains whether the relief granted should have
been temporary or permanent. In the case at hand, with the nature of relief
requested, we submit this is a distinction without a difference. Plaintiffs
established their entitlement to relief under the standards for both preliminary and
permanent injunctive relief. Once the court confirmed the election of the new
directors, the balance of the relief requested was not only logical but was of pure
necessity.
To be sure, our appellate courts have stated that a trial court errs when it
allows a preliminary injunction hearing to morph into a hearing into a permanent
injunction. Soja v. Factoryville Sportsmen's Club, 522 A.2d 1129, 1132 (Pa.
Super. 1987). We suggest that the instant case is more similar to Key v.
Pennsylvania Turnpike Commission, 743 A.2d 546 (Pa. Cmwlth. 1999), wherein
the court noted there was extensive evidence introduced at the preliminary
injunction proceeding thereby obviating any need for a duplicative hearing before
granting permanent injunctive relief. We can think of no additional evidence that
Defendants could proffer regarding the events of April 25, 2012 that would
change this result. The only evidence limited by the court amounted to
Defendants' attempts to prove that they had properly managed the corporation
for years. Even if that is true, they did not have the votes on April 25, 2012 to
contintie managing the corporation and our focus, for either preliminary or
permanent relief, must be on the future, not the distant past.
Therefore, we limited Defendants' testimony about their "good works" prior
to April 25th, 2012. We permitted testimony regarding their actions after the
-12-
12-2838 CIVIL TERM
meeting because that, along with their actions at the meeting, established the
necessity for injunctive relief, no matter the form. Clearly, paying sizeable bills
(some to Defendants personally) and substantially depleting the corporate
accounts gives rise to irreparable harm that cannot be otherwise compensated.
To the extent that some of the Defendants' actions were arguably proper we left
that for the new board to determine.
Finally, regarding the standard for permanent relief, the Defendants'
actions were legally wrong and Plaintiffs had a clear right to relief. Furthermore,
Defendants transactions revealed that even they knew they were wrong - neither
the debts paid nor the dividend declared were urgent business that could not wait
for the resolution of the issues arising from the disputed shareholders' meeting.
But, the Defendants knew they were running out of time, and rather than run the
risk that the new directors might act differently, they literally took the air out of the
ball. Such conduct would not be condoned on the court and was not condoned
in the court.
Conclusion
Like the proverbial trial judge out for a duck hunt, armed with the law as
we know it, when we see what looks like a duck, we shoot. If this Honorable
Court determines that we shot the wrong fowl (or the right fowl in the wrong
seasom), we will make amends, and pause before taking our next shot.
Nevertheless, we strongly suggest that our aim, if not our reasoning, was
-13-
12-2838 CIVIL TERM
accurate. Therefore, for the foregoing reasons, we believe that the court's grant
of the. permanent injunction was proper.
By the Court,
-w
AlbertH. Maslan , J.
Marvin Beshore, Esquire
Luther E. Milspaw, Jr., Esquire
130 Spate Street, P.O. Box 946
Harri4burg, PA 17108-0946
For Plaintiffs
Williagn Andring, Esquire
248 Greek Road
Camp Hill, PA 17011
For Defendants
:saa Ma ??d S°?ali.Z
c $
N era
V' --4 ;
-14-
CERTIFICATE AND TRANSMITTAL OF RECORDS UNDER
PENNSYLVANIA RULE OF APPELLATE PROCEDURE 1931 (C)
Superior Court of PA
To the Prothonotary of the Apellate Court to which the within matter has been appealed:
Superior Court of Pennsylvania
The undersigned, Prothonotary of the Court of Common Pleas of Cumberland County,
the said court being a court of record, do hereby certify that annexed hereto is a true and
correct copy of the whole and entire record, including an opinion of the court as required
by PA R.A.P. 1925, the original papers and exhibits, if any on file, the transcript of the
proceedings, if any, and the docket entries in the following matter:
PENN PRODUCTS CORPORATION, DAVID J. HORICK, DOUGLAS C.
HORICK, MARILYN SNYDER BUDZYNSKI, Executrix-DBN of the Estate of
Maybelle Asper, Deceased, DANIEL A. KUHN, DONNA LEE GOFF, LEWIS G.
KUHN, CAROLYN WAGNER, DORIS I. ERNST, and JEAN M. HORICK
Vs.
SANDRA L. MCCORKLE, GREGORY R. SWOPE, MEGAN SWOPE,
and JOHN D. SWOPE
2012-2838 CIVIL TERM
985 MDA 2012
The documents comprising the record have been numbered from No. 1 to 345, and
attached hereto as Exhibit A is a list of the documents correspondingly numbered and
identified with reasonable definiteness, including with respect to each document, the
number of pages comprising the document.
The date on which the record has been transmitted to the Appellate Court is 8/24/2012.
~ S c. ~,
id D. Bue ,Pro onotary
Alma Kostjerevac, Deputy
An additional copy of this certificate is enclosed. Please sign and date cony, thereby
acknowled~in~ receipt of this record.
Date
Signature & Title
Col;~monw•ealth of Pennsylvania
ss:
County of Cumberland
(, David D. Buell ,Prothonotary
of the Court of C:vmmon Pleas in and far said
County, dv hereby certify that the foregoing is a
full, true and correct copy of the whole retard of the
case therein stated, wherein
PENN PRODUCTS CORPORATION, DAVID 1. HORICK DOUGLAS C. HORICK.
MARILYN SNYDER BUDZYNSKI„ ET AL.
Plaintiff, and SANDRA L. MCCORKLE,
GREGORY R. SWOPE, MEGAN SWOPE, and JOHN D. SWOPE
Defendant, as the same remains of record
before the said Caurt at No. 2012-2838 of
Civil Term4~~'~~
In "i~ESTI1410VY WHEREOF, 1 have hereunto set my hand and affixed the seat of said Cnurt
this 24th day a gus s1. D., 2012
Prr~tnonc~tan~
1, Kevin A. Hess }'resident ,lodge of the Ninth
Judicial District, composed of the County of Cumberland, do certify that
David D. Buell by wham the annexed retard, certificate and
attestation were rnacle and given, ancf who. in his o~vn proper handwriting, thereunto subscribed his name
and affixed tl~e seal of the Cvurt of Cvmman Pleas of said County, was, at the time of so doing, and now is
Prothonotary in and for said County of Cumberland in
the Commonwealth of Pennsylvania, duly cvmmissioned and qualified to all of whoseacts assuch full faith
and credit are and ought to be given as well in t:ourts of judicature as elsewhere, and tha%the said record,
certificate and attestation are in due farm of law and made by the prier offiee~.
President lud~?c
C'omrnonwealth of Pennsylvania
County of Cumberland ss_
i David D. Buell Prothvnotary of the Court of Gammon Pleas in
arrd for the said County, dv certify that the Honorable Kevin A. Hess
by w}JOm the foregoing attestation was made, and who has thereunto subscribed his name, was, at the time
of making thereof, and still is President Judge of the Court of Gammon Pleas, Orphan' Court and Court of
Quarter Sessions of the Peace in and for said County, duly Commissioned and qualified; to all whose acts
as such f"ull faith anti credit are and aught to be given, as welt in Courts of judicature as elsewhere.
Iti .~"ESTtf~90tiY WHEREOF, 1 have hereunto
-~Zy h id and affixed the seal of said Court this
~`+~~av of _ August ;A. D. 2012
Prolhtuuxar;
No. Term 19
No. 2012-2838 CIVIL TERM C1V11 Z'e2'TTl
985 MDA 2012
PENN PRODUCTS CORPORATION, DAVID J.
HORICK, DOUGLAS C. HORICK, MARILYN
SNYDER BUDZYNSKI, Executrix-DBN of the Estate
of Maybelle Asper, Deceased, DANIEL A. KUHN,
DONNA LEE GOFF, LEWIS G. KUHN, CAROLYN
WAGNER, DORIS I. ERNST, and JEAN M. HORICK
Versus
SANDRA L. MCCORKLE,
GREGORY R. SWOPE, MEGAN
SWOPE,
and JOHN D. SWOPE
EXEMPLIFIED RECORD
From Cumberland Count
Y
Debt, $ lnt.
from
Costs
Entered and Filed
Prothonotary.
Amon; the Records and. Proceedings enrolled in the court of Common Pleas in and for the
Cumberland
county c '' in the Commonwealth of Pennsylvania
2012-2838 CIVIL TERM
to No. 985 MDA 2012 Term, 19 is contained the following:
COPY OF Appearance DOCKET ENTRY
PENN PRODUCTS CORPORATION, DAVID J. HORICK, DOUGLAS C. HORICK, MARILYN SNYDER
BUDZYNSKI, Executrix-DBN of the Estate of Maybelle Asper, Deceased, DANIEL A. KUHN, DONNA LEF
GOFF, LEWIS G. KUHN, CAROLYN WAGNER, DORIS I. ERNST, and JEAN M. HORICK
VS.
SANDRA L. MCCORKLE, GREGORY R. SWOPS, MEGAN SWOPS,
and JOHN D. SWOPS
* * SEE CERTIFIED COPY OF DOCKET ENTERIES
._ --...._ ____ I.UtIt.VCt 1d11U, I..VU11l.V !_"-U'_!'V.'.!.V Ld. t'y ' ti V! !_!_C" .`_'dc.~e __
C~v11 Case Pr=nt
2012-02838 PENN PRODUCTS CORD ET AL ,vsl MCCORKEL SANDRA L ET AL
Reference No... Filed......... 5'i/07/2012
Case Type.....: MISCELLANEOUS - OTHER Time........ ' 1:30
Judgment..... 00 Execution Date 0'x,/00/0000
Judge Assigned: MASLAND ALBERT H Jury Trial....
Disposed Desc.: Dispposed Date. 0
------------ Case Comments ------------- HigFler Crt 1.: 985
Higher Crt 2.:
General Index Attorney Info
PENN PRODUCTS COPORATION PLAINTIFF BESHORE MARVIN
1369 SWOPE DRIVE
BOILING SPRINGS PA
00/0000
MDA 2012
********
HORICK DAVID J PLAINTIFF BESHORE MARVIN
HORICK DOUGLAS C PLAINTIFF BE5HORE MARVIN
BUDZYNSKI MARILYN SNYDER PLAINTIFF BESHORE MARVIN
EXECUTRIX-DBN OF THE ESTATE OF
KUHN DANIEL A PLAINTIFF BESHORE MARVIN
GOFF DONNA LEE PLAINTIFF BESHORE MARVIN
KUHN LEWIS G PLAINTIFF BESHORE MARVIN
WAGNER CAROLYN PLAINTIFF BESHORE MARVIN
ERNST DORIS I PLAINTIFF BESHORE MARVIN
HORICK JEAN M PLAINTIFF BESHORE MARVIN
MCCORKEL SANDRA L DEFENDANT ANDRING WILLIAM H
675 VALLEY VIEW DRIVE
BOILING SPRINGS PA
SWOPE GREGORY R DEFENDANT ANDRING WILLIAM H
1469 KUHN RD
BOILING SPRINGS PA
SWOPE MEGAN DEFENDANT ANDRING WILLIAM H
28 SUMMER DRIVE
DILLSBURG PA
SWOPE JOHN D DEFENDANT ANDRING WILLIAM H
28 SUMMER DRIVE
DILLSBURG PA
*********************************************** *********** ************* ********
Judgment Index Amount Date Desc
MCCORKEL SANDRA L 5/29/2012 JUDGMENT ON ORDER
SWOPE GREGORY R 5/29/2012 JUDGMENT ON ORDER
SWOPE MEGAN 5/29/2012 JUDGMENT ON ORDER
SWOPE JOHN D 5/29/2012 JUDGMENT ON ORDER
* Date Entries
3'r~z5/07/2012
-,Z 5/08/2012
~23_(~C~ 5/09/2012
(u~12? 5/10/2012
- - - - - - - - - - - - - FIRST ENTRY - - - - - - - - - - - - - -
COMPLAINT FOR PRELIMINARY OR SPECIAL INJUNCTION AND A PE ENT
INJUNCTION - BY MARVIN BESHORE ATTY FOR PLFFS
----------------------------------------------------------- -------
ORDER OF COURT DATED 5-8-12 IN RE PRELIMINARY INJUNCTION - FARING
IS SCHEDULED FOR MAY 18 2012 AT 1 30 PM IN CR 1 - BY THE CO RT
ALBERT H MASLAND J- COPIES MAILED 5-8-12
----------------------------------------------------------- -------
PRAECIPE TO ENTER APPEARANCE - BY WILLIAM H ANDRING ATTY FO
DEFTS/MCCORKEL-SWOPES
ORDER OF COURT - 5/9/12 - IN RE: HEARING SET FOR 5/14/12 @ $:00 AM
_~____ ~.uuiucl..~.a.llu ~,vuiuy rlv~.~xvi:.vi.a-v ~ viil.~.c ~y~-
Civil Case prim
2012-02838 PENN PRODUCTS CORP ET AL (vs) MCCORKEL SANDRA L ET AL
Reference No... Filed......... 5/`07/2012
Case Type.....: MISCELLANEOUS - OTHER Time.........: 1:30
Judgment.. 00 Execution Date 0/00/0000
Judge Assigned: MASLAND ALBERT H Jury Trial....
Disposed Desc.: Disposed Date. 000 0000
------------ Case Comments ------------- Higher Crt 1.: 985 MD 2012
Higher Crt 2.:
IN C R 1 CUMB CO COURTHOUSE - BY THE COURT ALBERT H MASLANDIJ
COPIES MAILED 5/10/12 _______
1a.8-/~ 9 5/15/2012 ORDER OF COURT - 5/15/12 - IN RE: PLFFS' COMPLAINT FOR PREL MINARY
SPECIAL INJUNCTION AND PERMANENT INDUCTION - BY THE COUR~
OR
ALBERT H MASLAND J - COPIES MAILED 5/15/12
5/10/2012 BOND - $1.00 PD BY MARVIN BESHORE ESQ
I'30-/3 2 5/25/2012 WILLIAM HSANDRINGIATTY FOREDEFOTSS TO PLAINTIFFS COMPLAINT -
~3 3-13(, 5/29/2012 oRjE5~P2 FOBYEWILLIAM H ANGDRINGIATDOCFOR DEFTORDER OF COURT
5/29/2012 NOTICE MAILED TO ATTY FOR PLFF AND HAND DELIVERED TO ATTY F(
~3rt_/~ p 5/29/2012 FORIDEFOS APPEAL - TO SUPERIOR COURT - BY WILLIAM H ANDRING
/r.~( 5/29/2012 REQUEST FOR TRANSCRIPT - BY WILLIAM H ANDRING ATTY FOR DEFT!
~~ Z 5/31/2012 ACCEPTANCE OF SERVICE - COMPLAINT - BY WILLIAM H ANDRING AT'
DEFTS
~~3_~Lfs 5/31/2012 PRA~SIPE TO ATTACHE VERIFICATION - BY MARVIN BESHORE ATTY F(
/y6 5/31/2012 OORDYRINFTHEUCHAMBERSOOF2THISNJUDGEDAFCONCISELSTATEMEND OFREI
COMPLAINED OF ON APPEAL WITHIN 21 DAYS OF THIS DATE - BY TH]
ALBERT H MASLAND J - COPIES MAILED 5/31/12
/~'j-/[f9 6/05/2012 SUPERIOR-COURT-OF-PA-NOTICE-OF-APPEAL-DOCKETING-TO-#-985-MDi
~~^ (S3 6/20/2012 DEFENDANTS' STATEMENT OF ERRORS COMPLAINTED OF ON APPEAL - ]
WILLIAM H ANDRING ATTY FOR DEFTS
(5~-33 O 7/03/2012 TRANSCRIPT OF PROCEEDINGS PRELIMINARY INJUNCTION BEFORE J Mi
ON MAY 14 2012
-----------------------------------------------------------
~~_ ~t~C`8/24/2012 IN RE: OPINION PURSUANT TO PA R A P 1925 - DATED AUGUST 24,
BY THE COURT ALBERT H MASLAND J
COPIES MAILED 8/24/2012
8/24/2012 NOTICE OF DOCKET ENTRIES MAILED TO WILLIAM H ANDRING ESQ ANl
MARVIN BESHORE ESQ
- - - - - - - - LAST ENTRY - - - - - - - - - -
3~S - - - - - - - - c~kli~ 6~
* Escrow Information
* Fees & Debits Beq Bal Pmts/Ad~ End Bal
COMPLAINT 65.25 65.25 .00
TAX ON CMPLT .50 .50 .00
SETTLEMENT 9.50 9.50 .00
AUTOMATION 5.00 5.00 .00
JCP FEE 23.50 23.50 .00
BOND 1.00 1.00 .00
JDMT 16.50 16.50 .00
APPEAL HIGH CT 57.00 57.00 .00
COPIES 3.00 3.00
------- ---
- .00
---------
--------------
181.25 -
-
181.25 .00
***********************************************************************
* End of Case Information
BY-----
DATED
~R DEFT
ATTY
Y FOR
R-----
-A----
RORS
COURT
2012
Y--
2012
********
*
********
********
_ _ _ _
-~~~_~__~_ ~.:u.m.x/er!ar..a ~oL~r.ty urotn.or.-ota-rv~.s v=L?_ce aae
~~ ~-- Civil Case Pr:_rlt -
2012-0283E3 PENN PRODUCTS CORP ET AL (vs) MCCORKEL S:?~NDRA L ET AL
Reference No..: Filed........: 5/07/2012
Case Type.....: MISCELLANEOUS - OTHER Time.........: 1:30
Judgment. 00 Execution Date 0/00/0000
Judge Assigned: MASLAND ALBERT H Jury Trial....
Disposed Desc.: Disposed Date. 0 00/0000
-------------- Case Comments ------------- Higher Crt 1.: 985 MDA 2012
Hi~her Crt 2.:
*****x***;~********************************************* ~****~F********* ********
TRUE COPY FROM RECORI
In Testimony whereof, 1 here unto set my
and the ~sLeal of said Cou aat~Car-lisle, Pa.
This.Q~,day of.._~ V , 2~
Prothor
s f"~G
____
_,-.
--- _ i
~,
CERTIFICATE AND TRANSMITTAL OF RECORDS UNDER
PENNSYLVANIA RULE OF APPELLATE PROCEDURE 1931 (C)
Superior Court of PA
To the Prothonotary of the Apellate Court to which the within matter has been appealed:
Superior Court of Pennsylvania
The undersigned, Prothonotary of the Court of Common Pleas of Cumberland County,
the said court being a court of record, do hereby certify that annexed hereto is a true and
correct copy of the whole and entire record, including an opinion of the court as required
by PA R.A.P. 1925, the original papers and exhibits, if any on file, the transcript of the
proceedings, if any, and the docket entries in the following matter:
PENN PRODUCTS CORPORATION, DAVID J. HORICK, DOUGLAS C.
HORICK, MARILYN SNYDER BUDZYNSKI, Executrix-DBN of the Estate of
Maybelle Asper, Deceased, DANIEL A. KUHN, DONNA LEE GOFF, LEWIS G.
KUHN, CAROLYN WAGNER, DORIS I. ERNST, and JEAN M. HORICK
Vs.
SANDRA L. MCCORKLE, GREGORY R. SWOPE, MEGAN SWOPE,
and JOHN D. SWOPE
2012-2838 CIVIL TERM
985 MDA 2012
The documents comprising the record have been numbered from No. 1 to 345, and
attached hereto as Exhibit A is a list of the documents correspondingly numbered and
identified with reasonable definiteness, including with respect to each document, the
number of pages comprising the document.
The date on which the record has been transmitted to the Appellate Court is 8/24/2012.
Date Aeoeiv~ed in Superior Court
AUG 2 4 201?
Alma Kostjerevac, Deputy
Signature & Title
MIDDLE
PENN PRODUCTS CORPORATION, : IN THE COURT OF COMMON
DAVID J. HORICK, DOUGLAS C. : PLEAS OF CUMBERLAND
HORICK, MARILYN SNYDER • COUNTY, PENNSYLVANIA
BUDZYNSKI, Executrix-DBN of the
Estate of Maybelle Asper, Deceased, •
DANIEL A. KUHN, DONNA LEE GOFF, :
LEWIS G. KUHN, CAROLYN WAGNER,: -t -
DORIS I. ERNST, AND JEAN M. ma) r
,-,
HORICK, • W r ,
PLAINTIFFS • --<----
zr
V. •
> c?
SANDRA L. McCORKEL, GREGORY •
R. SWOPE, MEGAN SWOPE, AND
JOHN D. SWOPE,
DEFENDANTS • 12-2838 CIVIL TERM
ORDER OF COURT
Age
AND NOW, this day of December, 2013, pursuant to the
Memorandum Opinion of the Superior Court filed November 25, 2013, at 985
MDA 2012, and consistent with our previous findings, we GRANT the request of
Plaintiffs for a preliminary injunction and further ORDER AND DIRECT as
follows:
1. The Directors and Officers elected on April 25, 2012, (David J. Horick,
Marilyn Snyder Budzynski, Donna Lee Goff, Sandra K. Kreider, Douglas
C. Horick, Daniel S. Kuhn, and Richard Magee, Esquire), are authorized
and directed to undertake the management of Penn Products Corporation;
2. Defendants are prohibited from acting on behalf of Penn Products
Corporation;
3. All actions of the Defendants subsequent to the April 25, 2012 Annual
Meeting of the Shareholders which purported to be on behalf of Penn
12-2838 CIVIL TERM
Products Corporation are declared null and void unless ratified by the
newly constituted Board of Directors;
4. Defendants shall deliver forthwith to the Directors and Officers of Penn
Products Corporation all keys to corporate property, all corporate
checkbooks and other financial accounts, all corporate records and the
corporate seal;
5. Bond is continued at $1.00.
Upon appropriate petition, the court will address a request for permanent
injunctive relief.
By the Court,
6:**214...C.°.(
Albert H. Masland, J.
Marvin Beshore, Esquire
Luther E. Milspaw, Jr., Esquire
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
For Plaintiffs
X/illiam Andring, Esquire
248 Creek Road
Camp Hill, PA 17011
For Defendants
:sal
Co c Cs MI 1.1..Ect,
«. alla
-2-
d
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
DAVID J. HORICK, DOUGLAS C. CUMBERLAND COUNTY, PENNSYLVANIA
HORICK, MARILYN SNYDER
BUDZYNSKI, Executrix-DBN of the Estate :
of Maybelle Asper, Deceased, DANIEL A.
KUHN, DONNA LEE GOFF, LEWIS G. n
KUHN, CAROLYN WAGNER, DORIS 1. a ZZ
w,
ERNST, and JEAN M. HORICK, Civil Action—Equity � tom-=
=rn Plaintiffs ' C-' -0fil
V. a
'ZZCa c
SANDRA L. McCORKEL, GREGORY R. No. 2838-Civil-2012 'z
SWOPE,MEGAN SWOPE, and JOHN D. : mot can
SWOPE,
Defendants
ANSWER TO DEFENDANTS' PRELIMINARY OBJECTIONS
AND NOW come the Plaintiffs, by and through their attorney, Marvin Beshore,Esquire,
and make the following Answer to the Defendants' Preliminary Objections.
1. Denied. To the contrary, Plaintiff filed a Verification to the Complaint by Praecipe on
May 31, 2012. While Plaintiffs inadvertently failed to file the Verification when they filed the
Complaint on May 7, 2012, no harm resulted from the failure to file the Verification with the
Complaint and the subsequent filing cured the defect and rendered the issue moot.
2. Denied. It is specifically denied that the allegations of the complaint, particularly
those contained in Paragraphs 19, 21, 22, 23, 45, 48, 50, 52, and 53, are false. Furthermore,
whether allegations are true or false is a matter for trial, not a matter for preliminary objections.
It is also specifically denied that the averments of the Complaint,particularly those contained in
Paragraphs 19, 21, 22, 23, 45, 48, 50, 52, and 53, are scandalous. To the contrary, the averments
of the Complaint, and the averments in those paragraphs in particular, lay out the background and
factual basis of Plaintiffs' claims of breach of fiduciary duty by former officers and directors of
I
Penn Products Corporation.
3. It is admitted that the Complaint contains a request for a special, or preliminary,
injunction, and that Plaintiffs have not filed a petition for such an injunction, but it is specifically
denied that such a petition was legally necessary. By way of further Answer, it is averred that the
Order of Superior Court of Pennsylvania entered November 25, 2013,which directed this
Honorable Court to enter a preliminary injunction as requested in the Complaint confirms that no
such petition was necessary. Finally, on December 2, 2013,this Honorable Court entered a
Preliminary Injunction in compliance with the Order of the Superior Court,thereby rendering this
issue moot.
WHEREFORE, Plaintiffs request this Honorable Court to enter an Order which
OVERRULES the Defendants' Preliminary Objections and directs the Defendants to file an
Answer to the Complaint within twenty(20) days of the date of the Order.
Respectfully submitted,
11A
MWirtffeslXre, squire
Attorney ID#PA 31979
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
(717)236-0781; Fax: (717)236-0791
Mbeshore @beshorelaw.com
Attorney for Plaintiffs
Dated: December 10, 2013
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
DAVID J. HORICK, DOUGLAS C. CUMBERLAND COUNTY, PENNSYLVANIA
HORICK, MARILYN SNYDER
BUDZYNSKI, Executrix-DBN of the Estate :
of Maybelle Asper, Deceased, DANIEL A.
KUHN, DONNA LEE GOFF, LEWIS G.
KUHN, CAROLYN WAGNER,DORIS I.
ERNST, and JEAN M. HORICK, Civil Action—Equity
Plaintiffs
V.
SANDRA L. McCORKEL, GREGORY R. No. 2838-Civil-2012
SWOPE,MEGAN SWOPE, and JOHN D.
SWOPE,
Defendants
CERTIFICATE OF SERVICE
I hereby certify that I served a true and correct copy of the above Answer to Defendants'
Preliminary Objections upon all counsel/parties of record by depositing the same in the United
States Mail, first class,postage prepaid, at Harrisburg, Pennsylvania, on the 10th day of December
2013, addressed as follows:
William H. Andring, Esquire
248 Creek Road
Camp Hill, PA 17011
VV �
arvin Beshore, Esquire
Attorney ID #PA 31979
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
717-236-0781, Fax: 717-236-0791
MBeshore @beshorelaw.com
Attorney for Plaintiffs
I t
•
superior Court of Veuugptbania
Joseph D.Seletyn,Esq. Pennsylvania Judicial Center
Prothonotary Middle District P.O.Box 62435
Mary A.Graybill,Esq. 601 Commonwealth Avenue,Suite 1600
Deputy Prothonotary Harrisburg,PA 17106-2435
(717)772-1294
www.pacourts.us/courts/supermr-court
CERTIFICATE OF REMITTAL/REMAND OF RECORD
TO: David D. Buell
Prothonotary
RE: Penn Products Corp. v. McCorkel, S.
985 MDA 2012
Trial Court: Cumberland County Court of Common Pleas
Trial Court Docket No: 2838 Civil 2012
Annexed hereto pursuant to Pennsylvania Rules of Appellate Procedure 2571 and 2572 is the
entire record for the above matter.
Original Record contents:
Item Filed Date Description
Part August 24, 2012 1
Remand/Remittal Date: 01/02/2014
ORIGINAL RECIPIENT ONLY- Please acknowledge receipt by signing,dating,and returning
the enclosed copy of this certificate to our office. Copy recipients (noted below) need not
acknowledge receipt.
Respectfully,
Mary A. Graybill, Esq.
Deputy Prothonotary y
/alv rri0'3
rr
Enclosure
cc: William Hugh Andring, Esq. r
Marvin Beshore, Esq. r-
_
The Honorable Albert H. Masland, Judge
t tJ,>
I.
Penn Products Corp. v. McCorkel, S.
985 MDA 2012
Letter to: Buell, David D.
Acknowledgement of Certificate of Remittal/Remand of Record(to be returned):
Signature Date
Printed Name
I �
f�':
PRAECIPE FOR LISTING CASE FOR ARGUMENT ? -11
(Must be typewritten and submitted in triplicate) —4
TO THE PROTHONOTARY OF CUMBERLAND COUNTY: (List the within matter for tl xt i p
Argument Court.) gip ,
CAPTION OF CASE Q
(entire caption must be stated in full) G? - s
7' 01
Penn Products Corporation, et al.
vs.
Sandra L. McCorkel, et al.
No. 2012 2838 Term
1. State matter to be argued (i.e., plaintiff's motion for new trial, defendant's demurrer to
complaint, etc.):
Defendants'Preliminary Objections to the Complaint
2. Identify all counsel who will argue cases:
(a) for plaintiffs:
Marvin Beshore, Esq., P.O. Box 946, Harrisburg, PA 17108
(Name and Address)
(b) for defendants:
William Andring, Esq., 248 Creek Rd., Camp Hill, PA 17011
(Name and Address)
3. I will notify all parties in writing within two days that this case has been listed for
argument.
4. Argument Court Date:
February 14,2014
.ign!ture
AtAlbvia grFifestE
Print your name
Plaintiffs
Date:
January 7, 2014 Attorney for
INSTRUCTIONS:
1. Original and two copies of all briefs must be filed with the COURT
ADMINISTRATOR(not the Prothonotary) before argument.
2.The moving party shall file and serve their brief 14 days prior to argument.
3.The responding party shall file their brief 7 days prior to argument.
4. If argument is continued new briefs must be filed with the COURT
ADMINISTRATOR(not the Prothonotary)after the case is relisted. t,40
ox4 %19.--6?ct a
.. J
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
PENN PRODUCTS CORPORATION, .
DAVID J. HORICK, DOUGLAS C. Civil Action—Equity
HORICK, MARILYN SNYDER .
BUDZYNSKI, Executrix-DBN of the Estate of .
Maybelle Asper, Deceased, DANIEL A. KUHN, .
DONNA LEE GOFF, LEWIS G. KUHN, .
CAROLYN WAGNER, DORIS I. ERNST, and .
JEAN M. HORICK, .
Plaintiffs No. 2012 - 2838 Civil Term
•
•
v. .
•
SANDRA L. McCORKEL, GREGORY R. .
SWOPE, MEGAN SWOPE, and JOHN D. .
SWOPE, .
Defendants .
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
PENN PRODUCTS CORPORATION, •
DAVID J. HORICK, DOUGLAS C. • Civil Action—Equity
HORICK, MARILYN SNYDER •
BUDZYNSKI, Executrix-DBN of the Estate of
Maybelle Asper, Deceased, DANIEL A. KUHN, •
DONNA LEE GOFF, LEWIS G. KUHN, •
CAROLYN WAGNER, DORIS I. ERNST, and •
JEAN M. HORICK, •
•
Plaintiffs • No. 2012 - 2838 Civil Term
•
v. •
•
SANDRA L. McCORKEL, GREGORY R. •
SWOPE, MEGAN SWOPE, and JOHN D. •
SWOPE,
•
Defendants
CERTIFICATE OF SERVICE
I, Marvin Beshore, Esq.,hereby certify that I caused a true and correct copy of the
foregoing Praecipe for Listing Case for Argument to be served on counsel for the Defendants, on
this 7th day of January 2014 as follows:
William Andring, Esq.
248 Creek Rd.
Camp Hill, PA 17011
00076274.WPD;vl
PENN PRODUCTS CORPORATION, : IN THE COURT OF COMMON PLEAS
DAVID J. HORICK, DOUGLAS C. : CUMBERLAND COUNTY,
HORICK, MARILYN SNYDER BUDZYNSKI,: PENNSYLVANIA
Executrix DBN of the Estate of c)
Maybelle Asper, Deceased,
DANIEL A. KUHN, DONNA LEE : CIVIL ACTION, EQUITY rnW
m
GOFF, LEWIS G. KUHN,
cn
CAROLYN WAGNER •
DORIS I. ERNST, and JEAN M. HORICK, •
< '
PLAINTIFFS >(,-)
v.
SANDRA L. McCORKEL, GREGORY R. :
SWOPE, MEGAN SWOPE, and JOHN D. :
SWOPE,
DEFENDANTS : 12-2838 CIVIL TERM
IN RE: DEFENDANTS' PRELIMINARY OBJECTIONS
TO PLAINTIFFS' COMPLAINT
BEFORE HESS, P.J., MASLAND, J., AND PLACEY, J.
ORDER OF COURT
AND NOW, this
day of March, 2014, upon consideration of
Defendants' Preliminary Objections, the responses filed thereto, and after oral
argument, the following is entered:
1. Defendants' Preliminary Objection that the complaint fails to conform to
law or rule 'of court due to a lack of a verification is OVERRULED.
2. Defendants' Preliminary Objection that the complaint contains false
and scandalous accusations is OVERRULED.
3. Defendants' Preliminary Objection that the complaint fails to conform to
law or rule of court by failing to request a preliminary injunction is OVERRULED.
12-2838 CIVIL TERM
4. Defendants shall file an answer within twenty (20) days of the date of
this order.
XVIarvin Beshore, Esquire
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
For Plaintiffs
Ai Mani And ring, Esquire
248 Creek Road
Camp Hill, PA 17011
For Defendants
Copies nal
3/4/IL/
By the Court,
Albert H. Mas and, J.
)-
PENN PRODUCTS CORPORATION, : IN THE COURT OF COMMON PLEAS
DAVID J. HORICK, DOUGLAS C. : CUMBERLAND COUNTY,
HORICK, MARILYN SNYDER BUDZYNSKI,: PENNSYLVANIA
Executrix DBN of the Estate of
Maybelle Asper, Deceased,
DANIEL A. KUHN, DONNA LEE : CIVIL ACTION, EQUITY
GOFF, LEWIS G. KUHN,
CAROLYN WAGNER •
DORIS I. ERNST, and JEAN M. HORICK, :
PLAINTIFFS
v.
SANDRA L. McCORKEL, GREGORY R. :
SWOPE, MEGAN SWOPE, and JOHN D. :
SWOPE,
DEFENDANTS : 12 -2838 CIVIL TERM
IN RE: DEFENDANTS' PRELIMINARY OBJECTIONS
TO PLAINTIFFS' COMPLAINT
BEFORE HESS, P.J., MASLAND, J., AND PLACEY, J.
OPINION AND ORDER OF COURT
Masland, J., March 6, 2014:- -
Before the court are the Preliminary Objections filed by Defendants,
Sandra L. McCorkel, Gregory R. Swope, Megan Swope, and John D. Swope to
the Complaint filed by Plaintiffs, Penn Products Corporation, et al. Following
briefing by the parties and argument en banc, the Objections will be overruled in
accordance with this opinion.
Defendants' three Preliminary Objections to Plaintiffs' Complaint are
1) The complaint fails to conform to law or rule of
court in that the complaint is not verified.
2) The complaint contains false and scandalous
accusations in paragraphs 19, 21, 22, 23, 45, 48, 59,
52, and 53.
.t,
12 -2838 CIVIL TERM
3) The complaint fails to conform to law or rule of
court in that the complaint contains a request for a
special or preliminary injunction, but no petition for
such an injunction has ever been filed with the Court.
The second and third Preliminary Objections will not be discussed as
Defendants have abandoned those issues by failing to discuss them in their brief.
See Cumberland County Rule of Court 1028(c)(6). The only remaining issue is
whether Defendants' Preliminary Objection should be granted with respect to
Plaintiffs' failure to properly file a verification. For the foregoing reasons, the
Preliminary Objection is overruled as it is a de minimis technical error that fails to
prejudice Defendants.
The parties are all well aware of underlying facts and procedural history of
this protracted litigation and therefore the court declines to recite those facts.
Suffice to say, Plaintiffs omitted a verification from their initial Complaint which
was filed on May 7, 2012. After realizing this omission, Plaintiffs filed a Praecipe
to attach a verification on May 31, 2012. Defendants now object to the attempt to
cure the deficient verification on the basis that the Praecipe was filed more than
20 days after the filing of the Complaint.
As is often repeated by the court:
The rules shall be liberally construed to secure the
just, speedy and inexpensive determination of every action
or proceeding to which they are applicable. The court at
every stage of any such action or proceeding may disregard
any error or defect of procedure which does not affect the
substantial rights of the parties.
Pa. R.C.P. No. 126.
12-2838 CIVIL TERM
In Lewis v. Erie Insurance Exch., 421 A.2d 1214 (Pa. Super. 1980), our
Superior Court found that in light of a Plaintiffs attempt to comply with the Rules,
a deficient verification was "of a de minimis technical nature that did not prejudice
the substantive rights of [the plaintiffr and accordingly declined to remand the
case for that reason alone. Lewis, 421 A.2d at 1217. The court reaches the
same result here.
First, Defendants have failed to demonstrate any prejudice resulting from
the roughly one week late verification. Second, and most importantly, it would be
a ludicrous waste of judicial resources to dismiss the Complaint at this stage of
the litigation. At this point, the parties are years deep into this case. To dismiss
the Complaint now and restart the litigation at square one over a minor
technicality would render the work of the parties' attorneys, the undersigned, and
the Superior Court a nullity. In the absence of prejudice to the Defendants, that is
a result the court cannot countenance. Accordingly, the Preliminary Objection
will be overruled.
AND NOW, this
ORDER OF COURT
day of March, 2014, upon consideration of
Defendants' Preliminary Objections, the responses filed thereto, and after oral
argument, the following is entered:
1. Defendants' Preliminary Objection that the complaint fails to conform to
law or rule of court due to a lack of a verification is OVERRULED.
2. Defendants' Preliminary Objection that the complaint contains false
and scandalous accusations is OVERRULED.
12-2838 CIVIL TERM
3. Defendants' Preliminary Objection that the complaint fails to conform to
law or rule of court by failing to request a preliminary injunction is OVERRULED.
4. Defendants shall file an answer within twenty (20) days of the date of
this order.
By the Court,
Albert H. Masland, J.
Marvin Beshore, Esquire
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
For Plaintiffs
William Andring, Esquire
248 Creek Road
Camp Hill, PA 17011
For Defendants
PENN PRODUCTS CORPORATION, :
DAVID J. HORICK, DOUGLAS C.
HORICK, MARILYN SNYDER
BUDZYNSKI, Executrix DBN of the
Estate of Maybelle Asper, Deceased,
DANIEL A. KUHN, DONNA LEE GOFF :
LEWIS G. KUHN, CAROLYN WAGNER, :
DORIS I. ERNST, and JEAN M. HORICK, :
Plaintiffs
V.
SANDRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, and
JOHN D. SWOPE
Defendants
tl/J; 25 AN CL?
LLitV3E L. A ND COLIN T
PENNS YL VA NIA
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY
PENNSYLVANIA
CIVIL ACTION, EQUITY
: No. 2838 CIVIL 2012
NOTICE TO PLEAD
To: Penn Products Corporation David J. Horick, Douglas C. Horick, Marilyn Snyder
Budzynski, Daniel A. Kuhn, Donna Lee Goff, Lewis G. Kuhn, Carolyn Wagner, Doris I.
Ernst, and Jean M. Horick:
You are hereby notified to file a written response to the enclosed New Matter
within twenty (20) days from service hereof or a judgment may be entered against you.
AM H. ANDRI G, ESQ.
Attorney for Plaintiffs
PENN PRODUCTS CORPORATION,
DAVID J. HORICK, DOUGLAS C.
HORICK, MARILYN SNYDER
BUDZYNSKI, Executrix DBN of the
Estate of Maybelle Asper, Deceased,
DANIEL A. KUHN, DONNA LEE GOFF
LEWIS G. KUHN, CAROLYN WAGNER,
DORIS I. ERNST, and JEAN M. HORICK,
Plaintiffs
V.
SANDRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, and
JOHN D. SWOPE
Defendants
: IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY
: PENNSYLVANIA
: CIVIL ACTION, EQUITY
: No. 2838 CIVIL 2012
DEFENDANTS' ANSWER TO PLAINTIFFS' COMPLAINT
AND NOW come Defendants, Sandra L. McCorkel, Gregory R. Swope, Megan
Swope, and John D. Swope, by and through their attorney, William H. Andring, Esq., and
file the within Answer to Defendants' Complaint.
1. Admitted.
2. Admitted.
3. Admitted.
4. Admitted.
5. Admitted.
6. Admitted.
7. Admitted.
8. Admitted.
9. Admitted.
10. Admitted.
11. Admitted.
12. Admitted.
13. Admitted.
14. Admitted.
15. Admitted.
16. Admitted and Denied. It is admitted that the corporation sold land as
indicated in the Complaint. It is denied that there was no communication or discussion
regarding this sale or the proceeds of the sale among officers, directors and shareholders.
17. Admitted.
18. Admitted.
19. Denied. Paragraph 19 of the Complaint contains conclusions of law to which
no responsive pleading is required. To the extent a responsive pleading is required, it is
denied that the Defendants violated the provisions of 15 Pa.C.S. § 1728, breached any
fiduciary duties, acted in any manner to the detriment of the shareholders, or acted in any
manner which was not fair to the Corporation.
20. Admitted and Denied. It is admitted that the Corporation had cash and
property as indicated. It is denied that "examination" of the books and records of the
corporation reveal that the Corporation has never maintained such an amount of cash on
hand or the amount of cash needed to operate by the Corporation.
21. Denied. It is denied that Defendant McCorkel has maintained any corporate
funds in her own name.
22. Denied. It is denied that there was any plan to loot the corporation, and that
funds were ever co- mingled.
23. Denied. It is denied that Defendants ever withheld information from
shareholders, possessed any inside information, engaged in any self - dealing, or engaged
in a breach of fiduciary duty. It is further denied that a "fair" value of the shares of the
corporation was $120.00 per share. It is further denied that any defendant attempted to
buy any shares at less than fair value.
24. Denied. Defendants have no idea of how any Plaintiff learned of the sale,
and the allegation is therefore denied.
25. Admitted.
26. Admitted and denied. It is denied that the document attached to the
Complaint is the Judge of Election's Report. The remainder of the paragraph is admitted.
27. Admitted.
28. Admitted.
29. Admitted.
30. Admitted.
31. Admitted.
32. Admitted.
33. Admitted.
34. Admitted.
35. Admitted.
36. Admitted and denied. It is denied that Defendant McCorkel ever designated
Crady Swisher to be the judge of election, or that Plaintiff Budzynski could make a
motion to nominate anyone to be the judge of elections. The remainder of the paragraph
is admitted.
37. Denied. It is denied that Defendant McCorkel ever made Crady Swisher the
judge of elections, or that any election was ever held.
38. Denied. Defendant McCorkel did not attempt to act in contravention of any
law, but did attempt to recess the meeting until legal counsel could be present, and a
judge of elections could be designated.
39. Denied. Defendant McCorkel informed those present that the meeting that
the meeting would be adjourned until legal counsel and a judge of elections could be
present.
40. Denied. There was no judge of elections.
41. Denied. There were no properly executed ballots, or judge of elections.
42. Denied. There was no valid election of directors, or meeting of directors.
43. Admitted and Denied. Plaintiffs maintained control of the assets of the
corporation because there was no valid election of new officers or directors.
44. Admitted.
45. Denied. The defendants have never converted corporate assets to their
benefit, drained corporate assets, acted wrongfully, violated any statute, or converted
assets of the corporation.
46. Admitted and denied. It is admitted that Douglas Miller, Esq., sent the letter
referred to in this paragraph. The remainder of the paragraph is denied. The letter
evidences Defendants intent to fulfill their obligations to the corporation, and conduct
valid elections.
47. Denied. There is no valid new board.
48. Denied. This paragraph contains conclusions of law to which no responsive
pleading is required. To the extent a responsive pleading is required, it is denied that
Defendants have caused, or would cause, any harm to the corporation by their actions.
49. Denied. This paragraph contains conclusions of law to which no responsive
pleading is required. To the extent a responsive pleading is required, it is denied that
there has been any plundering of the corporation, or that there are any new directors of
officers.
50. Denied. This paragraph contains conclusions of law to which no responsive
pleading is required. To the extent a responsive pleading is required, it is denied that
there has been any plundering of the corporation, or that there are any new directors of
officers.
51. Denied. This paragraph contains conclusions of law to which no responsive
pleading is required.
52. Denied. This paragraph contains conclusions of law to which no responsive
pleading is required.
53. Denied. This paragraph contains conclusions of law to which no responsive
pleading is required.
NEW MATTER
54. It is believed and therefore averred that prior to April 25, 2012, Plaintiff
Horick conceived a plan to take control of Penn Products Corporation, for his own
benefit.
55. As a part of his plan, Defendant Horick retained Attorney Marvin Beshore to
represent him.
56. As a part of his plan, and to secure their support, Defendant Horick and /or
Attorney Beshore contacted the other Plaintiffs in this case, and conveyed to them false
and malicious claims that the Defendants were plundering the corporation,
misappropriating funds of the corporation, and otherwise engaging in criminal behavior.
57. Prior to the shareholders meeting on April 25, 2012, the defendants held a
meeting at which they made plans to disrupt the meeting and take control of the
corporation.
58. At the shareholders meeting, the Defendants did disrupt the meeting, take
control, and conduct an improper meeting, not in accordance with law or the
corporation's bylaws.
59. As a part of their plans, the Defendants purported to nominate Crady Swisher
as the judge of elections.
60. After receiving notice that the shareholders meeting would be reconvened
and conducted in a proper manner, Defendants filed the present action to prevent the
meeting from being reconvened and conducted properly, in accordance with law and the
bylaws of the corporation.
61. In order to prevent the shareholders meeting from being reconvened, the
Plaintiffs filed the Complaint in the present action, containing false and malicious claims
that the Defendants were plundering the corporation, misappropriating funds of the
corporation, and otherwise engaging in criminal behavior.
62. The Plaintiffs have acted with unclean hands, and are thus not entitled to any
equitable refief
WHEREFORE, Defendants request this Honorable Court to dismiss the
Complaint.
Respectfully submitted,
'am H. Andring, Esq.
Attorney for Defendants
248 Creek Road
Camp Hill, PA 17011
(717) 975-8796
PENN PRODUCTS CORPORATION,
Plaintiff
v.
SANDRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, and
JOHN D. SWOPE
Defendants
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY
: PENNSYLVANIA
: CIVIL ACTION - LAW
•
: No. 4949 CIVIL 2012
: JURY TRIAL DEMANDED
VERIFICATION
I hereby affirm that the statements contained in the attached document are true
and correct, to the best of my knowledge, information and belief I understand that false
statements therein are made subject to the penalties of 18 Pa.C.S. §4904, relating to
unsworn falsification to authorities.
PENN PRODUCTS CORPORATION,
DAVID J. HORICK, DOUGLAS C.
HORICK, MARILYN SNYDER
BUDZYNSKI, Executrix DBN of the
Estate of Maybelle Asper, Deceased,
DANIEL A. KUHN, DONNA LEE GOFF
LEWIS G. KUHN, CAROLYN WAGNER,
DORIS I. ERNST, and JEAN M. HORICK,
Plaintiffs
V.
SANDRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, and
JOHN D. SWOPE
Defendants
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY
: PENNSYLVANIA
: CIVIL ACTION, EQUITY
: No. 2838 CIVIL 2012
CERTIFICATE OF SERVICE
I, William H. Andring, Esq., hereby certify that on this, the 26th day of March,
2014, I served a copy of the attached document by causing it to be deposited in the
United States Mail, First Class Postage prepaid, addressed as follows:
Marvin Beshore, Esquire
130 State St., P.O. Box 946
Harrisburg, PA 17108-0946
QJ
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
PENN PRODUCTS CORPORATION,
DAVID J. HORICK, DOUGLAS C.
HORICK, MARILYN SNYDER
BUDZYNSKI, Executrix -DBN of the Estate of
Maybelle Asper, Deceased, DANIEL A. KUHN,
DONNA LEE GOFF, LEWIS G. KUHN,
CAROLYN WAGNER, DORIS I. ERNST, and
JEAN M. HORICK,
v.
Civil Action — Equity
Plaintiffs No. 2012 - 2838
SANDRA L. McCORKEL, GREGORY R.
SWOPE, MEGAN SWOPE, and JOHN D.
SWOPE,
Defendants
Judge Masland
-i
PLAINTIFFS' REPLY TO NEW MATTER
NOW COME Plaintiff through their Attorney, Marvin Beshore, Esquire, and Reply to
Defendants' New Matter as follows:
54. It is specifically denied that prior to April 25, 2012, either Plaintiff David Horick or
Plaintiff Douglas Horick planned to take control of Penn Products Corporation for his own
benefit.
55. It is admitted that prior to April 25, 2012, Plaintiff David Horick, Plaintiff Douglas
Horick, and others retained Attorney Marvin Beshore, but it is specifically denied that such
representation was a part of a plan to take control of Penn Products Corporation for Mr. Horick's
own benefit.
56. It is specifically denied that either Plaintiff Douglas Horick, Plaintiff David Horick,
or Attorney Beshore conveyed false and malicious claims that the Defendants were plundering
the corporation, misappropriating funds of the corporation, and otherwise engaging in criminal
behavior.
57. It is specifically denied that Plaintiffs ever planned to disrupt the shareholders'
meeting of April 25, 2012. In all other ways, the averments of Paragraph 57 are admitted.
58. The averments of Paragraph 58 are admitted. By way of further answer, however, it
is specifically denied that Plaintiffs disrupted the April 25, 2012, shareholders' meeting. To the
contrary, Plaintiffs attempted to ensure that the meeting proceeded legally and pursuant to the
Bylaws of Penn Products Corporation, despite the Defendants efforts to disrupt the meeting.
59. It is admitted that Crady Swisher was made judge of elections at the April 25, 2012
shareholder's meeting.
60. It is specifically denied that Defendants filed the present action. By way of further
answer, it is specifically denied that Plaintiffs filed the present action for any improper purpose.
Plaintiffs filed the present action to assure that governance of Penn Products Corporation
proceeded pursuant to controlling law, the corporation's Bylaws, and the directions a majority of
the shareholders.
61. Paragraph 61 contains conclusions of law to which no answer in necessary. By way
of further answer, however, the Answer to Paragraph 60, above, is incorporated by reference as if
fully set forth here. By way of further answer, Plaintiff assert that the Complaint is a writing,
which speaks for itself and specifically deny that the Complaint in the present action contains
false and malicious claims that the Defendants were plundering the corporation, misappropriating
funds fo the corporation, and otherwise engaging in criminal behavior.
62. Paragraph 62 states a conclusion of law to which no answer is necessary. To the
extent that an answer is deemed to be necessary, Plaintiffs specifically deny that they have acted
with unclean hand and are not entitled to equitable relief.
WHEREFORE, Plaintiffs further request this Honorable Court to enter a Permanent
Injunction, following any requisite hearing, that does the following until further order of this
Court:
1. Enjoins the purported "Resumption of Annual Meeting of Stockholders" that was
noticed for May 10, 2012;
2. Prohibits Defendants from acting on behalf of the Corporation;
3. Prohibits Defendants from accessing any and all financial accounts of the Corporation,
including, but not limited to checking accounts at M &T Bank, checking accounts at Adams
County National Bank, and investment accounts at Charles Schwab & Co., Inc.
4. Validates the results of the election held on April 25, 2012; and
5. Places management of the Corporation in the hands of the Directors and Officers
elected on April 25, 2012, i.e., David J. Horick, Douglas C. Horick, Daniel A. Kuhn, Marilyn
Snyder Budzynski, Donna Lee Goff, Sandra K. Kreider, and Richard Magee, until the next
election of Directors; and,
6. Grant such other and further relief as the Court may deem just and proper.
Respectfully submitted,
/114/ r %44/
rarvin Beshore, Esquire
Attorney ID # PA 31979
130 State Street
Harrisburg, PA 17108 -0946
717 - 236 -0781, Fax: 717 - 236 -0791
Attorney for Plaintiffs
PENN PRODUCTS CORPORATION, : IN THE COURT OF COMMON PLEAS
ET AL., : CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiffs
v. Civil action - Equity
SANDRA L. McCORKEL, ET AL. No. 2012 - 2838
Defendants
Judge Masland
VERIFICATION
I, David Horick, a plaintiff in the above captioned action and President of Penn Products
Corporation, hereby verify that the factual averments in the foregoing Plaintiffs' Reply to New
Matter are true and correct to the best of my knowledge, information, or belief.
This Verification is made subject to the penalties of 18 Pa.C.S. 4904 related to unworn
falsifications to authorities.
00080361.WPD; v1
PENN PRODUCTS CORPORATION, : IN THE COURT OF COMMON PLEAS
ET AL., : CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiffs
v.
SANDRA L. McCORKEL, ET AL.
Defendants
Civil action - Equity
No. 2012 - 2838
Judge Masland
CERTIFICATE OF SERVICE
I hereby certify that I served a true and correct copy of the foregoing Plaintiffs' Reply to
New Matter upon all counsel /parties of record by depositing the same in the United States Mail,
first class, postage prepaid, at Harrisburg, Pennsylvania, on the 14th day of April 2014, addressed
as follows:
William Andring, Esquire
248 Creek Road
Camp Hill, PA 17011
TARA L. WARTZ
Paralega o Marvin Beshore, Esquire
131 ' ate Street
Harrisburg, PA 17108 -0946
Marvin Beshore, Esquire
Attorney ID No. 31979
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
(717) 236-0781 FAX (717) 236-0791
Email: Mbeshore@beshorelaw.com
PENN PRODUCTS CORPORATION, : IN THE COURT OF COMMON PLEAS
ET AL. :. CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiffs
v. Civil action - Equity
SANDRA L. McCORKEL, ET AL. No. 2012 - 2838 Civil Term
Defendants
Judge Masland
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PRRAECIPE FOR PRE-TRIAL CONFERENCE
TO THE PROTHONOTARY OF CUMBERLAND COUNTY:
Pursuant to Cumberland County Rule 1502.1, please have a Pre -Trial Conference
scheduled in this matter at the Court's earliest convenience.
Dated: June 18, 2014 Respe 4 ' ly submitted,
00083645.WPD; vl
eshore, Esquire
Attorney ID # PA 31979
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
717-236-0781, Fax: 717-236-0791
MBeshore@beshorelaw.com
PENN PRODUCTS CORPORATION, : IN THE COURT OF COMMON PLEAS
ET AL. : CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiffs
v. Civil action - Equity
SANDRA L. McCORKEL, ET AL. No. 2012 - 2838 Civil Term
Defendants
Judge Masland
CERTIFICATE OF SERVICE
I hereby certify that I served a true and correct copy of the foregoing Praecipe for Pre -Trial
Conference upon all counsel/parties of record by depositing the same in the United States Mail,
first class, postage prepaid, at Harrisburg, Pennsylvania, on the 18th day of June 2014 addressed
as follows:
William Andring, Esquire
248 Creek Road
Camp Hill, PA 17011
arvi Beshore, squire
Attorney for Plaintiffs
00083645.WPD; vl
PENN PRODUCTS CORPORATION, : IN THE COURT OF COMMON PLEAS
ET AL. : CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiffs
v. Civil action - Equity
SANDRA L. McCORKEL, ET AL. No. 2012 - 2838 Civil Term
Defendants
Judge Masland
ORDER SCHEDULING PRE-TRIAL CONFERENCE
AND NOW, this
day of , 2014, upon request
of Plaintiffs, a Pre -Trial Conference in this case is scheduled for ) 30 o'clock, r .m.
on
, 2014, before the Honorable Albert H. Masland,
Judge, in Chambers. All counsel must be present.
By the Court
Albert H. Masland, Judge
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PENN PRODUCTS CORPORATION, .
DAVID J. HORICK, DOUGLAS C.
HORICK, MARILYN SNYDER
BUDZYNSKI, Executrix DBN of the •
Estate of Maybelle Asper, Deceased,
DANIEL A. KUHN, DONNA LEE GOFF :
LEWIS G. KUHN, CAROLYN WAGNER, :
DORIS I. ERNST, and JEAN M. HORICK, :
Plaintiffs
v.
SANDRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, and : No. 2838 CIVIL 2012
JOHN D. SWOPE
Defendants
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY
PENNSYLVANIA
CIVIL ACTION, EQUITY
PETITION FOR TRIAL BY JURY
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AND NOW come Defendants, Sandra L. McCorkel, Gregory R. Swope, Megan
Swope, and John D. Swope, by and through their attorney, William H. Andring, Esq., and
file the within Petition for Trial by Jury.
1. Pa.R.C.P. 1038.3 provides that in any case in which there is a claim for
equitable relief, the Court may, upon petition of any party, submit to trial by jury any or
all issues of fact arising from that claim.
2. On May 14, 2012, the Court in the present action conducted a hearing on the
Plainitffs' request for a preliminary injunction. However, after conducting the hearing,
the Court on May 15 improperly issued a final adjudication, including a final adjudication
of all factual issues, and a permanent injunction.
3. The Pennsylvania Superior Court, at No. 985 MDA 2012, reversed the
judgment of this Court, vacated the Order issued by this Court on May 15, 2012, and
remanded the matter to this Court for further proceedings.
4. In its Opinion of May 15, this Court specifically stated that the Plaintiffs had
established their entitlement to permanent injunctive relief, an issue which was not before
the Court at that time, but is to be determined by the Court in the hearing pending before
the Court.
5. Under the circumstances enumerated in Paragraphs 1-4 hereof, it is not
possible for this Court to conduct a fair and impartial hearing and enter an adjudication
involving factual issues when it has already pre judged these issues and entered a final
adjudication.
6. Submitting all factual issues in the present action to a jury would provide
Defendants with a fair and impartial hearing before fact finders who have not pre judged
the evidence or the credibility of witnesses, and already rendered a final adjudication.
7. Failure to submit factual issues to a jury in the present matter would deprive
Defendants of their right to due process and equal protection of the law under the
Constitution of the United States and the Pennsylvania Constitution. It would also
deprive Defendants of their rights to present their case before a fair and impartial fact
finder.
WHEREFORE, Defendants request this Honorable Court to grant the Petition for
Trial by Jury.
Respectfully submitted,
William }{. dring, Esq.
Attorney for Defendants
248 Creek Road
Camp Hill, PA 17011
(717) 975-8796
PENN PRODUCTS CORPORATION,
DAVID J. HORICK, DOUGLAS C.
HORICK, MARILYN SNYDER
BUDZYNSKI, Executrix DBN of the
Estate of Maybelle Asper, Deceased,
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY
: PENNSYLVANIA
: CIVIL ACTION, EQUITY
DANIEL A. KUHN, DONNA LEE GOFF :
LEWIS G. KUHN, CAROLYN WAGNER, :
DORIS I. ERNST, and JEAN M. HORICK, :
Plaintiffs
v.
SANDRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, and
JOHN D. SWOPE
Defendants
: No. 2838 CIVIL 2012
CERTIFICATE OF SERVICE
I, William H. Andring, Esq., hereby certify that on this, the 4th day of August,
2014, I served a copy of the attached document by causing it to be deposited in the
United States Mail, First Class Postage prepaid, addressed as follows:
Marvin Beshore, Esquire
130 State St., P.O. Box 946
Harrisburg, PA 17108-0946
PENN PRODUCTS CORPORATION, : IN THE COURT OF COMMON
DAVID J. HORICK, DOUGLAS C. : PLEAS OF CUMBERLAND
HORICK, MARILYN SNYDER : COUNTY, PENNSYLVANIA
BUDZYNSKI, Executrix-DBN of the
Estate of Maybelle Asper, Deceased, :
DANIEL A. KUHN, DONNA LEE GOFF, :
LEWIS G. KUHN, CAROLYN WAGNER,:
DORIS I. ERNST, AND JEAN M.
HORICK,
PLAINTIFFS
V.
SANDRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, AND
JOHN D. SWOPE,
DEFENDANTS
: 12-2838 CIVIL TERM
ORDER OF COURT
AND NOW, this / / %.
day of August, 2014, upon consideration of
Defendants' Petition for Trial by Jury a Rule is issued on Plaintiffs to show cause
why the relief requested should not be granted. This Rule is returnable twenty
(20) days from service.
✓Marvin Beshore, Esquire
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
For Plaintiffs
illiam Andring, Esquire
248 Creek Road
Camp Hill, PA 17011
For Defendants
:sal
Co?i'es6a/.26//y
By the Court,
Albert H. Masland, J.
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IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSi5TAN1A
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PENN PRODUCTS CORPORATION,
DAVID J. HORICK, DOUGLAS C. Civil Action - Equity --‹ --
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BUDZ YN S KI, Executrix-DBN of the Estate of c.:i F,-,) c.:) f.,.
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Maybelle Asper, Deceased, DANIEL A. KUHN,.z.:
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DONNA LEE GOFF, LEWIS G. KUHN,
CAROLYN WAGNER, DORIS I. ERNST, and
JEAN M. HORICK,
Plaintiffs No. 2012 - 2838 Civil Term
V.
SANDRA L. McCORKEL, GREGORY R.
SWOPE, MEGAN SWOPE, and JOHN D.
SWOPE,
Defendants
PLAINTIFFS' ANSWER TO DEFENDANTS' PETITION FOR TRIAL BY JURY
Plaintiffs, by their attorney, Marvin Beshore, Esquire, answer Defendants' Petition for
Trial by Jury as follows:
1. Denied as stated. Rule 1038.3 speaks for itself. Furthermore, the Rule does not
require a jury trial; instead, there "may" be a jury trial of specific issues and any jury verdict
rendered pursuant to Rule 1038.3 is merely "advisory" and is not "binding upon the court." In an
equity matter, such as this, there is no right to a trial by jury. See Rosenberg v. Rosenberg, 419
A.2d 167 (Pa. Super 1980); Constitution of the Commonwealth of Pennsylvania, Art. I, Sec. 6.
Moreover, in an equity matter, the Court does not abuse its discretion by concluding that the
issues "would best be resolved by a Chancellor sitting without a jury," and, therefore, denying a
request for a jury trial. See Sullivan v. Bucks County, 499 A.2d 678, 691 n.25 (Pa. Cmwlth.
1985). In this case, the issues would best be resolved by the Chancellor who heard the evidence
1
and observed the witnesses when events were fresh in their minds, instead of two years later
when memories have faded.
2. It is admitted that the court issued what it termed a "permanent injunction." It is
specifically denied that the court issued "a final adjudication of all factual issues."
3. Denied as stated. It is admitted that the Defendants appealed to the Superior Court.
The Superior Court's Order speaks for itself. Furthermore, the Superior Court did not reject any
of the court's findings of fact. While the Superior Court "vacated" the "permanent injunction,"
directed the Court of Common Pleas to issue a "preliminary injunction consistent with its
findings of fact."
4. It is specifically denied that the Court of Common Pleas issued an "Opinion of May
15" in this case and the Court's Order of May 15, 2012, contained no such statement.'
5. It is specifically denied that the Court has "already pre -judged" the issues now before
it and it is specifically denied that the Court "cannot conduct a fair and impartial hearing and
enter an adjudication involving factual issues" now before it. To the contrary, the Court of
Common Pleas issued its Order of May 15, 2012, based on the evidence presented on May 14,
In its Opinion Pursuant to Pa. R.A.P. 1925 dated August 24, 2012, the Court of Common Pleas stated,
inter alia, "Of course, the question remains whether the relief granted should have been temporary or permanent. In
the case at hand, with the nature of the relief requested, we submit this is a distinction without a difference. Plaintiffs
established their entitlement to relief under the standards for both preliminary and permanent injunctive relief. Once
the court confirmed the election of the new directors, the balance of the relief requested was not only logical but was
of pure necessity." Penn Products Corp., et al. v. McCorkel, et al., Court of Common Pleas of Cumberland County,
Pa. No. 12-2838 — Civil Term, In re: Opinion Pursuant to Pa. R.A,P. 1925, at 12 (August 24, 2012). While Plaintiffs
recognize Defendants' right to a second hearing and to present evidence not presented during the hearing on May 14,
2012, Plaintiffs contend that the subsequent history of this case supports the Court's statement. Superior Court did
not find lack of support for any of this Court's findings of fact, but directed the Court to enter a Preliminary
Injunction consistent with those findings. Defendants have sought no discovery since the Superior Court sent the
case back to this Honorable Court. Defendants have not asked the Court to dissolve, or modify, the Preliminary
Injunction, as they could have done pursuant to Pa.R.Civ.P. 1531(c).
2
2012. Plaintiffs are confident that the Court can and will dutifully and without prejudice
consider any additional evidence presented to it and render its findings of fact and conclusions of
law on the entire record before it.
6. Denied. Pursuant to Rule 1038.3, fact finding by a jury is purely advisory and is not
binding on the Court. The Chancellor is the ultimate fact finder. Furthermore, requiring
submission of all evidence to a jury would substantially waste the resources of both the court and
the parties by necessitating a replay of the six hour hearing conducted on May 14, 2012.
Moreover, after the two year delay brought about by Defendants' failure and refusal to ask the
Court to correct its May 15, 2012, Order before appealing to Superior Court, memories will have
faded and will be less accurate than they were on May 14, 2012, only three weeks after the April
25, 2012, stockholders' meeting that is the subject to this action.
7. It is specifically denied that "Failure to submit factual issues to a jury in the present
matter would deprive Defendants of their right to due process and equal protection of the law
under the Constitution of the United States and the Pennsylvania Constitution." Defendants cite
no authority to support this assertion and, to the contrary, it is settled that equity actions are
heard by courts, not by juries, every day throughout the United States. Grant, or denial, of a
preliminary injunction has no effect on the grant or denial of a permanent injunction. See Soja v.
Factoryville Sportsmen's Club, 361 Pa. Super. 522 A.2d 1129, 1131 (Pa. Super. 1987)
(Determination of whether to grant a permanent injunction "is independent of the court's prior
determination as to the plaintiffs right to preliminary relief."). In Soja, the Superior Court
noted,
3
After a preliminary injunction is awarded or denied, the case proceeds for a
disposition on the merits. If the plaintiff is requesting permanent injunctive relief,
the case is governed by the rules controlling actions in equity. See Pa. R.C.P.
1517. At any time prior to the final disposition of the matter, either party may
request that the preliminary injunction be modified or dissolved. See Pa. R.C.P.
1531. Often, one of the terms in the preliminary decree is a provision requiring
speedy disposition of the case on its merits. See 15 Standard Pa. Practice §
83:184. This final disposition is independent of the court's prior determination as
to the plaintiffs right to preliminary relief. The denial of a preliminary injunction
does not foreclose an order for a permanent injunction. This result is logical
because, as noted, the plaintiffs right to preliminary relief is based on the
imminence of irreparable harm. However, a court may issue a final injunction if
such relief is necessary to prevent a legal wrong for which there is no adequate
redress at law. Fox -Morris Associates, Inc. v. Conroy, 460 Pa. 290, 294, 333 A.2d
732, 734 (1975) (Roberts, J., concurring).
Id. Plaintiffs, furthermore, specifically deny that failure to submit factual issues to a jury "would
also deprive Defendants of their rights to present their case before a fair and impartial fact
finder," and Plaintiffs assert that the aspersions cast on this Court's integrity are baseless.
WHEREFORE, Plaintiffs request this Honorable Court to Deny Defendants' Petition for
a Trial by Jury.
Dated: September 2, 2014
Respct fly submitted,
arvi Beshore, Esquire
ttorn y ID # PA 31979
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
717-236-0781, Fax: 717-236-0791
MBeshore@beshorelaw.com
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
PENN PRODUCTS CORPORATION,
DAVID J. HORICK, DOUGLAS C.
HORICK, MARILYN SNYDER
BUDZYNSKI, Executrix-DBN of the Estate of
Maybelle Asper, Deceased, DANIEL A. KUHN,
DONNA LEE GOFF, LEWIS G. KUHN,
CAROLYN WAGNER, DORIS I. ERNST, and
JEAN M. HORICK,
v.
Civil Action — Equity
•
•
•
•
•
•
Plaintiffs No. 2012 - 2838 Civil Term
SANDRA L. McCORKEL, GREGORY R.
SWOPE, MEGAN SWOPE, and JOHN D.
S WOPE,
Defendants
CERTIFICATE OF SERVICE
I hereby certify that I served a true and correct copy of the above Plaintiffs' Answer to
Defendants' Petition for Trial by Jury upon all counsel/parties of record by depositing the same
in the United States Mail, first class, postage prepaid, at Harrisburg, Pennsylvania, on the 2°d day
of September 2014, addressed as follows:
William Andring, Esquire
248 Creek Rd.
Camp Hill, PA 17011
Respec fully submitted,
TARA L. SWARTZ
Parale1 to Marvin Beshore, Esquire
''-'1-30--g-tate Street, P.O. Box 946
Harrisburg, PA 17108-0946
PENN PRODUCTS CORPORATION, : IN THE COURT OF COMMON
DAVID J. HORICK, DOUGLAS C. : PLEAS OF CUMBERLAND
HORICK, MARILYN SNYDER : COUNTY, PENNSYLVANIA
BUDZYNSKI, Executrix-DBN of the
Estate of MaybeIle Asper, Deceased,
DANIEL A. KUHN, DONNA LEE GOFF, .
LEWIS G. KUHN, CAROLYN WAGNER,:
DORIS I. ERNST, AND JEAN M.
HORICK,
PLAINTIFFS
V.
SANDRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, AND
JOHN D. SWOPE,
DEFENDANTS
: 12-2838 CIVIL TERM
ORDER OF COURT
AND NOW, this ;74/ day of September, 2014, upon consideration
of Defendants' Petition For Trial By Jury and Plaintiffs' Answer thereto, that
Petition is DENIED.
By the Court,
Albert H. Masland, J.
Mn Beshore, Esquire
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
For Plaintiffs
Iiam Andring, Esquire
248 Creek Road
Camp Hill, PA 17011
For Defendants
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Co i'es.
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,.— FILED—OFFICE
/.
'J! In HE Pi�C iI U[ VARY
PRAECIPE FOR LISTING CASE FOR NON JURYiTRIAtr _,
(Must be typewritten and submitted in tri lic'ate iEAL,; l'IJ COUIf y
TO THE PROTHONOTARY OF CUMBERLAND COUNTY
Please list the following case for a TRIAL WITHOUT A JURY.
CAPTION OF CASE
(entire caption must be stated in full}
PENN PRODUCTS CORPORATION, ET
AL.
(Plaintiff)
vs.
SANDRA L. McCORKEL, ET AL.
(Defendant)
vs.
(check one)
❑ Civil Action — Law
['Appeal from arbitration
El Equity
(other)
No. 2838 -- 2012
Indicate the attorney who will try case for the party who files this praecipe:
Marvin Beshore, Esq., 130 State St., Harrisburg, PA 17101; 717-236-0781
Civil Term
Indicate trial counsel for other parties if known:
For all Defendants: William H. Andring, Esq., 248 Creek Road, Camp Hill, PA 17011;
717-975-8796
This case is ready for trial.
Signed:
Print Name.
6Ait
arvin Beshore, Esq.
Date: December 3, 2014 Attorney for: Plaintiffs
C9c,�
031)90
Z4f-
31u�s9
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
PENN PRODUCTS CORPORATION,
DAVID J. HORICK, DOUGLAS C.
HORICK, MARILYN SNYDER
BUDZYNSKI, Executrix-DBN of the Estate of
Maybelle Asper, Deceased, DANIEL A. KUHN,
DONNA LEE GOFF, LEWIS G. KUHN,
CAROLYN WAGNER, DORIS I. ERNST, and
JEAN M. HORICK,
v.
Civil Action — Equity
Plaintiffs No. 2012 - 2838 Civil Term
SANDRA L. McCORKEL, GREGORY R.
SWOPE, MEGAN SWOPE, and JOHN D.
SWOPE,
Defendants
CERTIFICATE OF SERVICE
I hereby certify that I served a true and correct copy of the foregoing Praecipe for Listing
Case for Non Jury Trial upon all counsel/parties of record by depositing the same in the United
States Mail, first class, postage prepaid, at Harrisburg, Pennsylvania, on the 3rd day of December
2014, addressed as follows:
William Andring, Esquire
248 Creek Rd.
Camp Hill, PA 17011
Respectfully submitted,
in Beshor-, Esq.
PENN PRODUCTS CORPORATION, : IN THE COURT OF COMMON
DAVID J. HORICK, DOUGLAS C. : PLEAS OF CUMBERLAND
HORICK, MARILYN SNYDER : COUNTY, PENNSYLVANIA
BUDZYNSKI, Executrix-DBN of the
Estate of Maybelle Asper, Deceased, : c-,
DANIEL A. KUHN, DONNA LEE GOFF, : �+
LEWIS G. KUHN, CAROLYN WAGNER,: f .,,
DORIS I. ERNST, AND JEAN M. : r '; :='c ,
HORICK, �, GO -4('
PLAINTIFFS -v cz
-c-,
Z C�1_'
3> -,
SANDRA L. McCORKEL, GREGORY :
R. SWOPE, MEGAN SWOPE, AND :
JOHN D. SWOPE,
DEFENDANTS : 12-2838 CIVIL TERM
ORDER OF COURT
AND NOW, this day of January, 2015, IT IS ORDERED AND
DIRECTED that a pretrial conference is scheduled for Tuesday, March 3, 2015,
at 8:30 a.m., in chambers. Pretrial memorandums shall be submitted pursuant to
Cumberland County Local Rule.
IT IS FURTHER ORDERED AND DIRECTED that a non -jury trial shall
commence on Wednesday, April 15, 2015, at 8:30 a.m., in Courtroom Number 1,
Cumberland County Courthouse, Carlisle, Pennsylvania.
By the Court,
"Marvin Beshore, Esquire
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
For Plaintiffs
12-2838 CIVIL TERM
William Andring, Esquire
248 Creek Road
Camp Hill, PA 17011
For Defendants
Court Administrator -.-j(; k
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