HomeMy WebLinkAbout04-25-13 ROBERT M. MUMMA,II
840 Market Street, Suite 3 3 3 3 3
LeMoyne, PA 17043
717-448-1127
Pro Se
In the Court of Common Pleas of
IN RE: Cumberland County, Pennsylvania
Estate of Robert M. Mumma, Deceased
No. 21-86-398
Orphans' Court Division
PETITION OF ROBERT M. MUMMA II,BARBARA MANN MUMMA AND
LINDA MUMMA ROTH FOR ORDER ENJOINING
LISA M. MORGAN,TRUSTEE,FROM CERTAIN ACTIONS AS
SHAREHOLDER OF HIGH SPEC, INC.
Petitioners, Robert M. Mumma II ("Mumma II"), Barbara Mann Mumma and
Linda Mann Mumma("Petitioners"), children of the decedent, Robert M. Mumma, Sr.,
and beneficiaries of his estate (captioned above,the "Estate"), including the Residuary
Trust established under Item SEVENTH of the Last Will and Testament("Will") of the
decedent,petition this Court,pro se, for an order enjoining Lisa M. Morgan, as Trustee of
the Trust, from certain actions as shareholder of High Spec, Inc. ("High Spec"), alleging
as follows:
1. Petitioners are three of the four children of the decedent, Robert M.
Mumma, Sr. ("Mumma I") and three of the four beneficiaries of the Residuary Trust
established under his Will,the fourth child and beneficiary being LisaAI. Morgan,
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2. Morgan is also the Trustee of the Residuary Trust.
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3. Mumma I died on April 12, 1986, leaving his Will dated May 19, 1982
and a Codicil thereto, dated October 12, 1984,true and correct copies of which are
attached hereto as Exhibit 111.11
4. The Will and Codicil were admitted to probate by Decree of the Register
of Wills June of 1986.
5. Morgan, along with the wife of Mumma I, Barbara McKimmie Mumma
(now deceased), served as Co-Executrices of the Estate and Co-Trustees of the Martial
Trust and Residuary Trust under the Will.
6. Barbara McKimmie Mumma died on July 17, 2010, leaving Morgan as the
sole Trustee of the Trusts.
7. In September, 2010, pursuant to Item FIFTEENTH of the Codicil to the
Will, Petitioner Barbara M. Mumma was appointed successor to Barbara McKimmie
Mumma as Co-Executrix of the Estate.
The Florida Litigation Concerning High Spec
8. At the time of his death, Mumma I owned 50%of the shares of High Spec,
the remaining 50%being owned then and now by Petitioner Mumma II.
9. In 1989, Lisa M. Morgan instituted suit in Martin County, Florida,
currently captioned Lisa M. Morgan, as Co-Executrix of the Estate of Robert M. Mumma
and as Trustee of the Residuary Trust under the Last Will of Robert M. Mumma and on
behalf of High Spec, Inc., a dissolved corporation', Plaintiffs v. Robert M. Mumma, H
and High Spec, Inc, a dissolved Florida corporation, Defendants, 19th Judicial Circuit,
Martin County, Florida,No. 89-503-CA (the"Florida Litigation").
1 As noted below,High Spec was not"a dissolved Florida corporation"at the time of institution of the
suit,but was ordered dissolved by the Florida Court based on the claims asserted by Morgan in the
in the Florida Litigation.
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10. Morgan's standing to institute the Florida Litigation was and is based
solely on her fiduciary capacity, initially as Co-Executrix of the Estate and now as
Trustee of the Residuary Trust, and alleged authority as such to claim the rights and
privileges of Mumma I as a 50% shareholder of High Spec.
11. High Spec was not"a dissolved Florida corporation" at the time of
institution of the Florida Litigation,but was ordered dissolved by the Florida Court based
on the claims asserted by Morgan in the in the Florida Litigation of a"deadlock"among
the shareholders.
12. The"deadlock" among shareholders was and is in fact the result of
disagreements between Morgan and Mumma II—a deadlock that, as set forth below—
will disappear as soon as the true,beneficial owners of the Mumma I shares, being the
residuary beneficiaries of the Estate and Residuary Trust, are allowed to exercise rightful
control over their vested, beneficial interests in High Spec.
Morgan's Misuse of Fiduciary Authority over Mumma I Shares in High Spec
13. The Will of Mumma I set forth a simple and straightforward plan for the
disposition of the bulk of Mumma I's property: Following certain specific bequests in
Items Second through SIXTH of the Will that are not at issue here,the Will provided for
the equal division of the bulk of the Estate between the Marital Trust and Residuary
Trust,with the former providing for certain lifetime benefits to Mumma I's wife, Barbara
McKimmie Mumma, and the latter to hold the remaining half of the assets in trust for the
children—including Petitioners and Morgan.
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14. Both Trusts, moreover, expressly and unambiguously provide for the
distribution of all remaining principal of to the four children, "as it is then
constituted...share and share alike, per stirpes...."
15. Neither Item SEVENTH of the Will (Marital Trust) nor Item EIGHTH
(Residuary Trust)provides for any discretion or delay in the distribution of such property.
16. Moreover, both provisions, by commanding the property be paid over by
the Trustee "upon the death of my wife...as it is then constituted..." clearly and
unambiguously entitled the beneficiaries to receive the property as it was constituted
upon the death of Barbara McKimmie Mumma.
17. Despite these clear and unambiguous provisions commanding distribution
of the residual of the Estate and Trusts to the Petitioners upon the death of Barbara
McKimmie Mumma, "as it is then constituted...", Morgan, acting as the sole Trustee of
these now expired Trusts, continues to hold the bulk of the Estate, and exercise dominion
and control over such property, including the Mumma I shares in High Spec, for now two
full years after the death of Barbara McKimmie Mumma.
18. Not only does Morgan continue to hold and control this property, but she
has in this two years continued to engage in actions that materially alter the constitution
of the principal of the Estate and Trusts—the Florida Litigation being one, dramatic
example of this course of conduct.
19. Morgan, as sole remaining Trustee of the Residuary Trust, claims that
Mumma I's shares in High Spec are now property of the Residuary Trust.
20. Petitioners believe, and therefore aver,that legal title to the Mumma I
shares remain in the name of Mumma 1, and have never been transferred to the Trust, and
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that accordingly, legal title to the Mumma I shares in High Spec. This is relevant
because,Petitioner Barbara Mann Mumma, as successor Co-Executrix of the Estate is,
vested with at least equal fiduciary right,title and interest, with Morgan, in the Mumma I
shares as property of the Estate and, even to the extent that any right,title or interest in
same has been or is to be vested in the Residuary Trust, Petitioner Barbara Mann
Mumma, as successor Co-Executrix of the Estate is, vested with the explicit authority,
upon the death of Barbara McKimmie Mumma,to distribute all such property, "as it is
then constituted...unto my children...share and share alike..." (Will, Item EIGHTH).
21. In any event, as set forth above, Morgan, as Trustee was and is obliged, as
of the death of Barbara McKimmie Mumma,to distribute the Mumma I shares to
Petitioners and herself, "as...then constituted...share and share alike..."
22. If there is any reason or basis for Morgan to delay distribution of such
property,the same provisions clearly and indefeasibly vest all beneficial interests in the
Mumma I shares in the beneficiaries,with the Trusts and the Estate holding at best bare
legal,nominal title as a fiduciary obliged to act for their benefit alone, and equity and
justice require the beneficiaries be allowed to exercise, directly or by instructions to their
fiduciary be that Morgan, as Trustee, or Barbara Mann Mumma as successor Co-
Executor—all rights, privileges and benefits appurtenant to such shares.
23. In addition, and at the very least,the clear and unambiguous terms of the
Will, including Items SEVENTH and EIGHTH, above, require Morgan preserve the
Mumma I shares and not materially alter their present constitution, prior to their
distribution to the beneficiaries.
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The Immediate and Irreparable Harm to
Petitioners' Interests in the Mumma I Shares
by continuation of the Florida Litigation
24. The right of shareholders to participate in the governance of a corporation
through the exercise of voting rights is fundamental to their rights and benefits as a
shareholder.
25. The decision to terminate the existence of an active corporation—
particularly a closely-held corporation owned(or intended to be owned)by members of a
family—is the most fundamental decision to be made by those entitled to govern a
corporate enterprise.
26. Morgan's continued pursuit of the Florida Litigation in the name of the
shareholders of High Spec and High Spec itself, and the ultimate objective of that
litigation to complete the dissolution, liquidation and wind up the affairs of High Spec,
thereby terminating it existence, prior to the distribution of the Mumma I shares to
Petitioners, is clearly contrary to the vested,beneficial rights and interests of Petitioners
in such shares and the command that such property be distributed"as...constituted..."on
July 17, 2010.
27. Indeed, Petitioners, upon recognition of their legal and equitable interests
in the Mumma I shares in High Spec, are each entitled to 25% of those shares, and will
thus own or control 87.5% of the total shares of High Spec: Mumma I will receive at
least 12.5%in addition to his current 50%interest, and the other Petitioners will receive
25% (12.5 %each).
28. As,Petitioners represent 87.5%of the true, beneficial and rightful owners
of High Spec and Morgan only 12.5%.
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29. As the true,just owners of 87.5%of the beneficial interests of High Spec,
Petitioners hereby declare that they are confident that they will be able to make the
decisions necessary to move forward with the election of directors and governance of
High Spec as an active corporate enterprise and unequivocally declare that they desire to
have the opportunity to do so, and reinstate High Spec as an active Florida corporation
before the Florida Court finally and irreversibly dissolves and terminates the corporation.
30. As the true,just owners of 87.5%of the beneficial interests of High Spec,
Petitioners hereby declare that they do not wish the Florida Litigation to continue, but are
inclined to see it dismissed, or at least that it not continue unless and until they are heard.
31. As the true,just owners of 87%of the beneficial interests of High Spec,
Petitioners are aware of no reason why the purported"deadlock"of shareholders of High
Spec would continue if they were allowed to exercise their rights as shareholders.
32. Based on the foregoing, Morgan's continued exercise of dominion and
control over the Mumma I shares of High Spec and High Spec itself, including her
continuation of the is a clear violation of her fiduciary obligations as Co-Executrix of the
Estate and Trustee of the Trust, including:
a. Her obligation to distribute the shares"as...constituted...share and share
alike"to Petitioners as of July 17, 2010;
b. Her obligation to preserve the shares "as...then constituted...";
c. Her obligation to assure that the rights and benefits of ownership of those
shares, including the right to vote the shares and otherwise participate in
corporate governance, and the right to claim standing as a shareholder of
the corporation or the corporation in the Florida Litigation,be used and
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exercised only in the Petitioner's interests and in accordance with their
desires.
33. Further, and given the unanimity of the Petitioners, as the true,just owners
of 87%of the beneficial interests of High Spec,that Morgan should not continue to
exercise such dominion and control over the Mumma I shares, her continued efforts to do
so and to proceed with the destruction of the substance of the thing in which their
beneficial interests have vested—namely High Spec as a viable, active corporate
enterprise--can only be viewed as an effort to use her purported(and now expired)
fiduciary status as Trustee to perpetuate her control of the corporation for her own,
personal benefit and a clear conflict of interest, immediately disqualifying her as
fiduciary.
34. As set forth above, Petitioners are and will experience irreparable harm
by the continued violation of their rights to use and enjoy their beneficial interests in the
Mumma I shares due them, including:
a. The present and continuing deprivation of their fundamental rights to
control the voting interests in the shares due them and participate in the
governance of the corporation;
b. Their present and continuing interest in presenting their own position and
have their own vested interests as the true,just owners of 87%of the
beneficial interests of High Spec represented in the Florida Litigation; and
c. To prevent the final and irreversible loss of the very thing they are
supposed to own shares and participate in—that is, an active an viable
corporate entity
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35. The threat of irreparable harm is imminent and immediate in that, on April
8, 2013, counsel for Morgan in the Florida Litigation requested, and the Court scheduled,
a"final evidentiary hearing" in the case to take place, in Florida, on Monday, April 29,
2013.
36. Petitioner Mumma II, a pro se defendant in the case, received notice of the
scheduling of this "final evidentiary hearing" on April 29, 2013, after missing a"docket
call"in the Florida Court that he was unaware of until receipt of the April 8, 2013 letter.
37. Petitioners Barbara Mann Mumma and Linda Mann Mumma are not
parties in the Florida Litigation and have had no opportunity to be heard in that Court.
38. Petitioners intend to submit this Petition to the Florida Court to advise that
Court of the instant Petition, but believe that this Court should exercise its own
jurisdiction over Morgan and the Mumma I shares,to immediately enjoin he from the
continued misuse of her fiduciary authority.
39. This Petition is signed by Petitioners Mumma II and Barbara Mann
Mumma, as the putative owners of 75%of the shares of High Spec. These Petitioners
were o not able to obtain the signature of Petitioner Linda Mann Mumma in time for
filing this Petition, but understand that she will sign a joinder I same and will secure that
at the earliest practicable moment.
WHEREFORE, Petitioners request this Court issue a Rule to Show Cause with
temporary restraints, directing Lisa M. Morgan, as Co-Executrix and Trustee,to
immediately request the continuance of the Florida Litigation and cease all other actions
on behalf of High Spec or its shareholders to pursue that litigation or otherwise, pending
a further hearing before this Court.
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Petitioner Barbara Mann Mumma
Date:
Petitioner Robert M. Mumma, II
Date:
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35. The threat of irreparable harm is imminent and immediate in that, on April
8, 2013, counsel for Morgan in the Florida Litigation requested, and the Court scheduled,
a"final evidentiary hearing" in the case to take place, in Florida, on Monday,April 29,
2013.
36. Petitioner Mumma II, a pro se defendant in the case, received notice of the
scheduling of this"final evidentiary hearing" on April 29, 2013, after missing a"docket
call"in the Florida Court that he was unaware of until receipt of the April 8, 2013 letter.
37. Petitioners Barbara Mann Mumma and Linda Mann Mumma are not
parties in the Florida Litigation and have had no opportunity to be heard in that Court.
38. Petitioners intend to submit this Petition to the Florida Court to advise that
Court of the instant Petition, but believe that this Court should exercise its own
jurisdiction over Morgan and the Mumma I shares,to immediately enjoin he from the
continued misuse of her fiduciary authority.
39. This Petition is signed by Petitioners Mumma II and Barbara Mann
Mumma, as the putative owners of 75% of the shares of High Spec. These Petitioners
were o not able to obtain the signature of Petitioner Linda Mann Mumma in time for
filing this Petition,but understand that she will sign a joinder I same and will secure that
at the earliest practicable moment.
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WHEREFORE, Petitioners request this Court issue a Rule to Show Cause with
temporary restraints, directing Lisa M. Morgan, as Co-Executrix and Trustee,to
immediately request the continuance of the Florida Litigation and cease all other actions
on behalf of High Spec or its shareholders to pursue that litigation or otherwise,pending
a further hearing before this Court.
Petitioner Barbara Mann Mumma
-vO;*7• "— Date: 2-2 •�3
Peti 'oner Robert M. Mumma, II 9
.O Date:
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LAST WILL AND TESTAMENT
OF
ROBERT M. MAMMA
I, ROBERT M. W& MA, of the Borough of Wormleysburg, County of
Cumberland and Commonwealth of Pennsylvania, being of sound and dis-
posing mind and memory, and not acting under influence of any person
i whomsoever, do make. publish and declare. this instrument to be my
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Last Will and Testament, in manner and form following.
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FIRST: I hereby expressly revoke all Wills, Codicils and testa-
mentary writings of whatsoever kind and nature heretofore wade by me.
SECOND: I hereby direct my Executors, hereinafter named, to
pay all my just debts. expenses of administration, funeral expenses,
expenses of erecting a suitable monument for my grave and the cost of
perpetual care thereof out of my estate, as soon as is practicable
after my decease.
THIRD: I direct that all estate, inheritance, transfer, legacy
or succession taxes, or death duties, which may be assessed of imposed
as a result of my death or with respect to my estate, or any part
thereof, wheresoever situated, whether or not passing under this ray
Last 'Jill and Testament, including the taxable value of all policies of
insurance on ny life and of all transfers, powers, rights, or interests
includible in gay estate for the purpose of such taxes and duties, shall
be paid out of 6y general estate as an expense .of administration and
without apportionment, and shall not be prorated or charged against any
of the gifts in this Will 'or against any property not passing under this
Will. In the absolute discretion of my Executors, hereinafter named,
they may pay such taxes immediately or may postpone the payment of the
taxes on future or remainder interests until the time possession accrues
to the beneficiary. or• beneficiaries named herein. tdy Executors may, in
4 their discretion, arrange for extension of time for the payment of said
estate and inheritance taxes, and any interest and/or penalty incurred
on any such taxes, whether or not resulting from such extensions or post-
ponements, shall be borne by my estate as an expense of administration.
FOURTH: I give.and bequeath unto my son, ROBERT M. t1UM IA9 II,
the Congas Grandfather's Clock, which I consider owned by ate and which
has been in the Mumma family for many years. I further g v and bequ ath
unto my }son, ROBERT M. MU M9 its all of my jewelry, owned by sae at tie
time of `my death.
FIFTH: I give and bequeath unto my daughter, LISA M. MAMMA, my 380STO
Mercedes automobile.
Sig A TRUE AND
czaRPMR
COPY "THYS ORIGINAL
,g Plaintiffs
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Highly Confidential,Commercial&Proprietary M031410
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SIXTH: I give and bequeath unto my wife, BARBARA McK. MUMMA.
all of my automobiles (except as to the one hereinabove disposed of)
and other articles of personal use. Should my said wife predecease
me, all of said-personal effects as above described shall be distribut-
ed among my children living at the time of my decease in such manner
as they shall mutually determine. If my said living children are un-
able to agree to the distribution thereof, my Executors shall determine
the items to be distributed and to whom distributed and their determina-
tion shall be final and conclusive upon my said children.
SEVENTH: If my wife, BARBARA McK. MUMMA, survives me, I give and
bequeath to the trustees hereinafter named, an amount equal to fifty
(502) percent of my total gross estate as finally determined for Federal
Estate Tax purposes, taking into account and including therein, for
computation purposes, my undivided interest in the value of all my
interests in property which pass or have passed to my wife under other
provisions of this Will or otherwise than under this Will, but only to
the extent that such interests are, for the purpose of the Federal
Estate Tax, included in determining my gross estate and allowed as a
marital deduction. In funding this Trust, I authorize my Executors to
use cash or other property or a combination thereof, and I direct that
any such other property so used shall, for the purpose of funding the
trust, be valued as of the date of its distribution. In computing the
amount of this bequest, I direct that the values and amounts as finally
determined for Federal Estate Tax purposes shall control.
Notwithstanding anything to the contrary contained in this Will,
I direct that (a) the Trust shall not be funded with any property or
the proceeds of any property which (1) would not qualify for the marital
deduction allowable in determining the Federal Estate Tax on my Estate
or (2) is includible in my gross estate for Federal Estate Tax purposes
and also subject by reason of my death to any inheritance tax, transfer
tax, estate tax or other death duty in any foreign country or political
subdivision thereof, except that the property described in this clause
may be allocated to the Trust to the extent that other property of my
Estate, which does qualify for the marital deduction, is not sufficient
to fund the Trust In full, (b) that the trustee shall not retain in
the Trust beyond'a reasonable time, any property which may at any time
be or become unproductive nor shall they acquire unproductive property
as an investment to be held in the Trust= and (c) that none of the
powers granted to my Executors and trustees by this Will shall be exer-
cised in such manner as to disqualify the Trust or any part thereof from
the marital deduction allowable to determine the Federal Estate Tax on
my Estate, except as Wray be hereinafter provided.
I direct that the trustees hold said amount, In Trust Nevertheless,
to manage* invest and reinvest the same, to collect the income and to
pay over or apply the net income to, or for, the benefit of my wife;
2 - &doomop
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Highly Confidential,Commercial&Proprietary M031411
BARBARA McK. MUMMA* at least yearly. My individual trustee, other
than my wife, solely and within her discretion alone, is authorized
to distribute to and for the benefit of my wife, BARBARA McK. HUMMt
in addition to the income hereinabove specified, so much of the
principal of this Trust as she may deem necessary or advisable to
reasonably provide for her support, health, welfare, maintenance or
comfort, to maintain for her a standard of living which she has during
our married life enjoyed, taking into account, however, my.wife's in-
come from other sources including, but not limited to, all income from
trusts, estates and business interests, as well as available principal
assets. Notwithstanding the limited invasion right of trust principal
by my one trustee for the use and benefit of my wife, which requires
a deficiency in other available funds, I give unto my wife a right.
which shall not be cumulative, to request annually in writing a dis-
tribution to*her by the trustees from the principal of this Trust of
up to Five Thousand ($5000.00) Dollars or up to five (5%) percent of
the then principal of this Trust, whichever shall be the greater, and
the trustees, upon receipt of such writing, shall make payment thereof
to my wife during the calendar year in which said writing was received.
The annual request by my wife is not mandatory, but shall. be made, if
desired, only by herself individually.
I hereby authorize my Executors, in their sole discretion, to
elect that any part or all of any amount passing under this article of
my. Last Will and Testament, to my wife, BARBARA McK. MUMMAl in the
event she survives me, be treated as qualifying terminal interest
property for 'the purpose of qualifying for the marital deduction allow-
•' able in determining the Federal Estate Tax on my Estate. Without limit-
Lug the discretion contained in this foregoing sentence, it is my ex-
prectation that my Executot will make said election with respect to all
of any such amount, unless the timing of my spouse's death and mine and
the compmation of the combined death duties of our two (2) estates
renders such an election inappropriate.
upon the death of my said wife, the principal of this Trust* as it
is then constituted, shall be paid over t surviving trustee unto
my children, ROBERT M. MUHM&t 119 B=S�YM. McMUREt LINDA M. ROTM and
LISA M. MUMMA, free of this Trust, share and share altke, per stirpes
and not per capita.
EIGIMR: All the rest, residue and remainder of my property and
estate, both real and personal of whatsoever kind and wheresoever situate,
of which I shall die seized or possessed, and of which I shall be en-
titled to dispose of. at the time of my death (my "residuary estate") , I
gives devise and bequeath unto the trustees -hereinafter named, In Trusts
Nevertheless, to hold, manage, invest and reinvest in the same, to collect
the income and to pay over or apply the net income to or for the benefit
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Highly Confidential,Commercial&Proprietary M031412
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j of my wife, BARBARA McK. MUMMA, at least yearly. My individual
trustee, other than my wife, soley and within her discretion alone,
is authorized to distribute to and for the benefit of my wife,
BARBARA McK. MUMMA, in addition to the income hereinabove specified,
i so much of the principal of this Trust as she may deem necessary or
advisable to reasonably provide for her support, health, welfare,
maintenance or comfort, to maintain for her a standard of living
which she has during our married life enjoyed, taking into' account,
however, my wife's income from other sources including, but not limit-
ed to, all income from trusts,estates and business interests, as well
as available principal assets.
Upon the death of my said wife, the principal of this trust, as
it is then constituted, or, if my said wife does not survive me, upon
my death, my residuary estate, shall be paid over by my surviving
trustee or by my successor Executor, as the case may be, unto my
children, ROBERT M. MUMM, II, BARBARA M. McCLURE, LINDA M. ROTH and
LISA M. MUMMA, share and share alike, per stirpes and not per capita.
In the event any of my said children shall predecease me leaving
issue (including adopted children) surviving, then and in that event
i their share above provided shall pass to such issue. If, however, any
of my children shall predecease me without leaving issue, (including
adopted children) surviving, then and in that event their respective
shares above provided shall lapse and their share shall be equally
divided among my surviving children.
In the event the Trusts established under Items Seventh and Eighth
of this my Last Will and Testament, and my residuary estate established
under Item Eighth hereof, have not been finally distributed as herein
provided, and there are no beneficiaries to receive the same in accordance '
therewith, the trust funds held by my trustees, and my residuary estate,
as herein named, upon the occurence of said contingency, shall be paid '
over,' free of all Trusts, to the POLYCLINIC MEDICAL CENTER of Harrisburg,
Pennsylvania, said moneys and property when so paid to the POLYCLINIC
MEDICAL CENTER, both the principal and the income received therefrom
shall from time to time be used by said Medical Center for capital im-
provements to the physical structure and plant of said Medical Center,
and for moveable fixtures and equipment of a permanent nature which, can
be used for patient treatment, care and comfort, but no part of such
money and property, either principal or income, shall be used or applied
to the current expense in the operation of said Medical Center.
As used in this Will and the Trusts hereunder, the masculine pro-
noun shall include the feminine, and the singular shall include the plural.
The Triustees shall-be vested with reasonable discretionary powe=s
and in all matters not otherwise herein specifically provided, they shall
exercise their sound judgment and discretion in the performance of their
duties hereunder. They shall not be liable for any error of judgment
provided that such error is honestly made.
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Highly Confidential,Commercial&Proprietary M031413
NINTH: I give and grant unto my trustees, and the survivor
thereof, and their successor or successors, the following powers, which
shall be construed broadly and which may be exercised by them in either
or both capacities, as in their discretion they deem advisable, in
addition to and not in limitation of their common law and statutory
powers:
(1) To allot, assign, care for, collects contract with re-
spect to, convey, convert, deal with, dispose of, enter into, exchange,
hold, improve, invest, lease, manage, mortgage, grant and exercise
options with respect to, take possession of, pledge, receive, release,
sell, sue for, and in general do any and every act and thing and to enter
into and carry out any and every agreement with respect to the property
included in any trust created in this Will which they could if they were
the absolute owners thereof_, without being limited in any way by the
specific grants of power hereinafter made.
(2) To retain for such time as in their ,judgment may seem
advisable all or any part of my property or assets which at any time
shall constitute a part of the trusts herein provided for.
(3) To sell or exchange, either privately or at public sale
and without prior approval of any court, at such time or times and at
such price or prices and on such terms and conditions as the trustees
may consider advisable, all or any part of the trust property, real,
personal or mixed, and to execute, verify, acknowledge and deliver all
deeds, bills of sale, or other documents which may be necessary or
+ proper in the exercise of such powers without liablity on the purchaser
or purchasers to look to the application of the purthase price.
(4)* To manage any real property held by them in such manner
as they may determine,- including authority to alter, repair, maintain
or improve such property as hereinafter set forth, to mortgage such
property on such amount, on such conditions and at such rates of interest
as they shall deem advisable; to abandon such property, to adjust
• boundries, to erect or demolish buildings thereon, to convert for a
different use, to dedicate for public use without compensation, - to grant
easements and rights-of-ways, to waive payment for property taken by
right of eminent domain and to claim and negotiate for payment for .
property, to enter into party-wall contracts, to protect out of the
general funds of the Trusts created herein, to insure or perfect title
and to charge the cost of any action taken with regard to any such
property to principal or income as they may determine. To make all
ordinary repairs to any real estate held by them, and such extraordinary
repairs, alterations or improvements against the principal of the Trusts
herein created of which the property being repaired, altered or im-
proved forms a part.
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Highly Confidential,Commercial&Proprietary M031414
(5) To lease any real estate subject to the Trust herein
created for such terms or terms, and for such rental or rentals,and
under such covenants and agreements as nay, in the discretion of the
trustees, be considered for the best interest of the trust estate. The
trustees shall recognize existing leases, but still have the power to
agree to modification of, or amendment to, the terms of existing leases
or to extensions or renewals thereof. The trustees shalom have authority
to acquire by purchase, gift or otherwise, and to resell, receive, hold,
• cianage and control real estate, and any other interest therein, subject
to the Trusts, and do all things necessary or proper in the performance
-of such functions. .
(6) To invest, and from time to time to reinvest, to acquire,
a.-1d to retain temporarily or permanently the trust estates received or
held by them in cash or in kind or real or personal property, foreign
or domestic, including by way of illustration, but not by way of limita-
tion, common or preferred stocks, investment bonds, mortgages, debentures:
notes, unsecured obligations, wasting assets, or investments which are
unproductive, overproductive or underpreductive as in their discretion
they may deem advisable, and the total trust funds or the ,relation it
=y gear to the type or character of other investments in the trust estates,
or to the effect in the trust estates and they shall not be restricted
i; their choice under any present or future applicable law, it being-my
intention to give my trustees power to act in such manner as they will
believe to be for the best interest of the Trusts created herein.
(7) To pay income tax on gains from the sale or other con-
version of capital assets out of the corpus thereof.
(S) To amortize, accelerate payment of, reduce, extend,
modify. settle or liquidate any lien, encumbrance, mortgage, or other
charge against any real estate or other property which may be subject
to these Trusts. The trustees shall specifically keep and perform all of
the covenants, teams and conditions of any existing mortgage or mortgages
upon said real estate, on the part of the mortgagor required to be kept
and performed and shall have full power and authority with the consent
of tha mortgagee or mortgagees, to refund. replace, extend or otherwise
azend the same, and to anticipate and accelerate any periodical payments
therein required.
(9) To subscribe for stock allotments and to exercise all
rights and privileges pertaining to securities which are available to
the owner thereof.
(10) To receive or make distribution of.any trust herein
created, either in money or in kind, or partly in*money and partly in
kind. The judgment of the trustees as to what shall constitute an
equitable distribution or apportionment shall be binding and conclusive
upon the beneficiaries hereof. Nothing herein contained. however, shall
eapowder the trustees to make distribution before the time or times
specified herein.
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(11) To pay, collect, compromise, sue for or contract any
claim or other matter, directly or indirectly, affecting the Trusts.
(12) To use income and/or principal to maintain in force
any policies of life insurance which l may own on the life or lives
of other persons or to receive in gift or purchase or maintain pre-
viously existing insurance or annuity contracts for the benefit of
any beneficiary, primary or contingent, if the trustees determine
that the best interest of my family would be served by purchasing said
contracts or by continuing such insurance in force, and to exercise
all the powers given to the owner of such policies.
(13)-- -To employ counsel, auditors, custodians, accountants,
appraisers, engineers, and other persons, professional or otherwise,
as may be necessary for the proper administration of the Trusts, and
to pay their compensation for trust funds.
d a
{14} To borrow money an s security thereof,se y , to execute
bonds and mortgages containing warrants of attorney, to confess
judgment and to pledge personal property.
(15) To incorporate any unincorporated business received
from my estate.
(16) To carry on and conduct any business enterprise in
which I may be engaged at my death.
(171 To hold, invest and account for the separate Trusts
in one or more consolidated funds, in whole or in part, as they may
determine. As to each consolidated fund, the division into the
various shares comprising such fund need be made only on the trustees'
t books of accouzit, in which each Trust shall be alloted its proportion-
! ate part of the principal and income of the fund and charged with its
i proportionate part of the expenses thereof, No such holding shall,
However, defer the vesting in possession of any estate created herein,
(18) As to each Trust created herein, to exercise all the
powers granted and all the duties imposed herein until such time after
the termination of that Trust as the property included in that Trust
has been fully distributed, and to do all other acts which, in their
judgment, may be necessary or appropriate for the proper or advantageous
management, investment or disposition of any property included in any
Trust created herein.
TENTH! The rights, titles, benefits, interests and estates of any
beneficiary hereunder, including beneficiaries under the Trusts herein
created shall not be subject to the rights or claims of his or her
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creditors nor subject nor liable to any process of Law or court,
nor subject to an assignment or transfer, voluntary or involuntary,
by a beneficiary hereof to another, and all of the income, principal
or other benefits from or under any Trust herein created, or this
Estate, shall be payable, and deliverable only, wholly exclusively
and personally to the designated beneficiaries hereunder at the time
the designated beneficiaries are entitled to take the same under the
terms of this instrument.
ELEVENTH: I hereby direct that, my Executors, trustees, or any
successor, as named by me herein, shall not be required to give bond,
or other security, required by law or otherwise, for the faithful
performance of their duties, whether as Executor or as successor
Executor or trustee.
TWELFTH: I direct that *all dividends upon shares of stock at any
time constituting part of my estate or any Trust hereby established
payable. in stock of the corporation declaring the same shall be deemed
to be corpus, except that such stock dividends paid regularly (i.e. at
regular or substantially regular intervals) out of current earnings may,
in the discretion of my Executors or trustees, be deemed to be income
any my Executor and trustees shall have full power and authority to
determine whether any such dividends are so paid regularly out of
current earnings. All cash dividends, irrespective whether the same are
of the kind sometime described as ordinary dividends or of the kind
sometimes described as "extraordinary dividends," excepting liquidating
dividends, shall be deemed to be income, and my Executors and trustees
shall also have full power and authority to. determine whether any divi=
deeds upon shares of stock in a wasting-asset corporation, and v ether
any dividends of distributions in the stock of a corporation other than
the one declaring the same, or other property, shall be treated as corpus
or income or in,'part corpus and in part income* Any election or -deter-
mination pursuant to this paragraph may be made by my Executors or
trustees, irrespective as to whether the dividend in question shall in
fact constitute corpus or income provided, however, that nothing in
this paragraph contained shall be deemed to authorize my Executors or
trustees to retain any dividends or any portions thereof, insofar as
such . retention would result in an illegal accumulation of income. In
the event that rights to subscribe to securities or other property shall
accrue upon any of the securities or other property, my Executors and
trustees are authorized, in their respective sole discretion, to exer-
cise such rights or to sell the same, and insofar as ma be permitted
by law, the proceeds of such sale, or in the event of the exercise there-
of, the value thereof at the time of such exercise shall be and become
a part of the corpus.
Hilly Confidential,Commercial&Proprietary M431417
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TRIRTEENTH: Notwithstanding the powers herein otherwise given,
I direct that my stock in privately. held corporations, supervised and
administered by me as the Executive or operating officer prior to my
decease or my stock in privately held corporations which otherwise
is owned by me at my decease be not sold unless all of my trustees, and
particularly my individual trustee or trustees, shall agree in writing
that such stock shall be sold. It is my desire that if expedient and
possible, the businesses which I have personally directed during my
lifetime and of which I have had an interest be continued for the bene-
fit of and under the management and control of my immediate family.
FOURTEENTH: I hereby give unto my Executrix, or her successors,
hereinabove named, the fullest power and authority in all matters or
questions pertaining to the administration of my estate, executing the
provisions of this nay Last Will and Testament, including, but not by
way of limitation, the power and authority to determine all doubtful
questions which may arise In the construction of this my Last Will and
Testament and the trust hereunder; I further hereby authorize and em-
power my Executrix, or her successors, pending settlement of my estate,
to sell, conveys mortgage, lease, exchange, encumber or otherwise dispose
of any and all of the property, real, personal or mixed, at any time be-
longing to my estate, either at public or private sale, without prior
approval of any court, and at such times and fox such price or prices
and in any such case upon such terms as she may think best in her dis-
c cretion, and I authorize and empower my said Executrix to execute,
acknowledge and deliver to the purchasers, grantees, mortgagees, vendees,
assignees or other persons,such contracts, deeds, mortgages, bills of
sale, and all other instruments of writing necessary or proper without
•
obligation upon the latter to see to the proper application of the
proceeds. She shall also have the power to compromise or otherwise to
settle or adjust any and all claims, charges, debts and demands whatso-
ever against or in favor of my estate, as fully as I could do if living.
She shall further be empowered to carry on and conduct any business
enterprise which I may be engaged at my death, to retain any assets,
including stocks or securities which I may own at the time of pry death,
pending settlement of my estate, without regard as to whether or not
such assets or securities are legal investments for fiduciaries, and may
make distribution in.kind to many trustees. Pending settlement of gay -
estate, she shall also have the authority in her discretion to convert,
sell. exchange or dispose of such assets and securities either for cash
or for terms satisfactory to her and to acquire other assets without
limitation to securities or. investments as may be declared legal for in-
vestment for fiduciaries. She shall further be empowered to borrow
money, and to pledge assets of my Estate as security therefor, for the
purpose of paying taxes which may be levied upon or payable by may estate,
in accordance with this Will in the event that funds in the hands of my
Executrix, or her successors, shall be insufficient to pay such taxes,
and ifi in the opinion of my Executrix, or her successors, it appears that
conversion of securities and other assets, teal and personal, would then
be made at a satrif ice.
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FIFTEENTH: I do hereby nominate, constitute and appoint my
wife, BARBARA McK. MUMMA and my daughter, LISA M. MUMMA, or the
survivor of them, to be the co-Executrixes of this my Last Will
and Testament. . In the event that both my wife, BARBARA McK. MUMMA,
and my daughter, LISA M. MUMMA, should both renounce this office,
refuse this appointment, predecease sae or for any other reason be
unable to serve in this capacity, then and in that event, I direct
that the DAUPHIN DEPOSIT BANK AND TRUST COMPANY, of Harrisburg, Penn-
sylvania, shall be the successor Executor of this my Last Will and
Testament and as such Executor shall have alb. the rights, privileges,
obligations and duties conferred and created b reason of this appoint-
ment. In addition, as established in paragraphs Seventh and Eighth
of this my Last Will and Testament, I nominate, constitute and appoint
my wife, BARBARA McK. MUMMA, and my daughter, LISA M. MUMMA, to be
the co-Trustees of the Trusts established by we in said paragraphs +
l Seventh and Eighth, to administer said Trusts as herein directed. In
the event that my daughter, LISA M. MUMMA, should renounce this office
as Trustee, refuse this appointment, predecease me or for any other
reason be unable to serve in the capacity as Trustee, then and in that
event, I direct that my son, ROBERT M. MUMMA, Ii, shall be the succes-
sor co-Trustee to serve as such, with my wife, BARBARA McK. MUWA., in
both of the Trusts herein created. Upon the failure, for any reason
of my son to serve in that capacity, the DAUPHIN DEPOSIT BALK AND TRUST
COMPANY is hereby constituted and appointed to serve as the successor
co-Trustee, with toy wife, BARBARA HeK. MUMMA, in both of,the Trusts
• herein created.
XtN WITNESS WHEREOF, I have hereunto set my hand and seal this
day of May, A.D. , 1982, at the end hereof.
94'4xf��w *IJA.AA A,--leg SEAL)
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51=D, SEALED, PUBLISHED AND DECLARED-by the above-named Testator, .
ROBERT M. MOMMA, as and for his Last Will and Testament, in the presence
of us, who at his request, in his presence and in the presence of each
other, all being present at the same time, have hereunto set our hands
as wit eases:
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Highly Confidential,Cornmercial&Proprietary M031419
FIRST CODICIL TO LAST WILL AND TESTAMENT
OF
ROBERT M. MUK4A
KNOW ALL MEN BY rRESE PRESENTS, that, whereas, 1, the
undersigned, ROBERT M. MUHHA, of the Borough of Wormleysburg,
County of Cumberland and Commonwealth of Pennsylvania, did on
the 19th day of May, 1982, make, execute, publish and declare
my Last Will and Testament in writing, bearing date the day
and year aforesaidi and
WHEREAS, I now desire to make certain changes therein and ,
modifications thereof and additions thereto.
NOW, TEMREFORE, Is ROBERT M. MUMMA, being of sound mind
and memory. do make, publish and declare this my First Codicil
to sty said Last Will and "Testament in manner following, that
is to say;
I hereby revoke, in its entirety, paragraph fifteenth of
` my Last Will and Testament of May 19, 1982s and substitute in
its P lace the following paragraph numbered Fifteenth as if said
paragraph had been fully set forth therein:
FIFTEENTH: I do hereby nominate, constitute
and appoint sty wife, BARBARA McK. MUMMA. and my
daughter., LISA M. NUIVA, now LISA M. MORGAN$ to be
the co-Itxeclutrices of this my Last Will and Testa-
ment. In the event that sty wife, BARBARA KcK. HJMMA,
or my daughter, LISA M. MORGAN, should remounce this
office, refuse this appointment, predecease me, or
for any other reason be unable to serve in this
capacity, then and.in that event, I direct that my
dau�tart BARBARA M. MCCLURE, shall be the successor
co• ecutrix of this my Last Will and Testament, and
as ouch co-Executrix shall have all of the rights,
duties, privileges and obligations conferred and
created by reason of this appointment. I further
direct that in the event of the inability, for. any
reason whatsoever, for any two of the above-mated
co-Executrices (original or successor) to serve in
such capacity, the third, the survivor of the threes,
shall serve as a sole Executrix of this sty Last Will
and Testament, however, in the event that all three
Highly Confidential,Commercial&Proprietary M031420
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of my individual co-Executrices shall be for any
reason unable to serve, then and in that event,
I direct that DAUPHIN 'DEPOSIT SANK AND TRUST COMPANY,
of Harrisburg, Pennsylvania, shall be the successor
Executor of this my Last Will and Testament and as
such successor Executor, shall have all of the tights,
duties, privileges, obligations and duties conferred
by reason, of this appointment. In addition, as to
the trusts established in paragraphs Seventh and
Eighth of this my Last Will and Testament, I do now
nominate, constitute and appoint my wife, BARBARA McK.
MUMMA, and my daughter LISA M. MUMMA, now LISA M.
r MORGAN, to be the co-Trustees of both of the trusts
established by me in paragraphs Seventh and Eighth,
i to administer said trusts as directed by my Last Will
and Testament. In the event my daughter, LISA M.
I MORGAN, should renounce this office as Trustee, rem.
fuse this appointment, predecease me, or for any other
reason is unable to serve in the capacity of Trustee,
then and in that event, I direct that my daughter,
BARBARA M. McCLURE, shall be the successor co-Trustee
to serve as co-Trustee with my wife, BARBARA McK.
Mi1!M, in both of the trusts herein created. Upori
the failure, for any reason of tAy daugher, BARUM M.
McCLURE, to serve in that capacity, the DAUPHIN DE-
POSIT BANK AND TRUST COMPANY. of Harrisburg, Pennsyl-
vania, is hereby constituted and appointed to serve
as successor co-Trustee with ray wife,
BARBARA McK.
HUMMA01 in both of the trusts herein created.
A", I•do hereby ratify and confirm all and singular the
provisions of my said Last Will and Testament dated May 19, 1982,
except as changed and modified by this my First Codicil thereto.
iWN WITNESS WHEREO , 4;have hereunto set my hand and seal this
1
day of October, 9 8
QQ-"ft%a "`IMP SEAL)
----Robert $
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SIGHED, SEALED, PUBLISHED AND DECLARED by the above-named
Testator, ROBERT M. MUMMA, as and for his First Codicil to his
Last Will and Testament, dated May 19, 1984, which Codicil con-
sists of two (2) pages in addition to this page, in the presence
of us, who at his request, in his presence and in the presence
of each other. all being present at the same time, have" hereunto
set our hands as witnesses:
` f
Name resa
A2 .
res
Z
1 ame
Address
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Highly Confidential,Commercial&Proprietary M03 1422