HomeMy WebLinkAbout12-27-88
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WILLIAM E. ZEITER
Identification No. 04629
JOSEPH A. O'CONNOR, JR.
Identification No. 18327
MORGAN, LEWIS & BOCKIUS
2000 One Logan Square
Philadelphia, PA 19103
(215) 963-5000
Attorneys for PlaintiffS
Barbara McK. Mumma and
Lisa M. Morgan
IN THE COURT OF COMMON PLEAS
FOR CUMBERLAND COUNTY
BARBARA McK. MUMMA and
LISA M. MORGAN, Executors
of and Trustees under the
will of Robert M. Mumma,
deceased,
:
Plaintiffs,
ORPHANS' COURT DIVISION
,;;n - '8(, - 3'7'i
vs.
ROBERT M. MUMMA, II,
BARBARA M. McCLURE and
LINDA M. ROTH,
Defendants.
NOTICE
You have been sued in court. If you wish to defend
against the claims set forth in the following pages, you must
take action within twenty (20) days after this complaint and
notice are served, by entering a written appearance personally
or by attorney and filing in writing with the court your
defenses or objections to the claims set forth against you.
You are warned that if you fail to do so the case may proceed
without you and a judgment may be entered against you by the
court without further notice for any money claimed in the
complaint or for any other claim or relief requested by the
plaintiff. You may lose money or property or other rights
important to you.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE.
IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR
TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN
GET LEGAL HELP.
Court Administrator
Fourth FloQr
Cumberland County Courthouse
Carlisle, PA
(717) 240-6200
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WILLIAM E. ZEITER
Identification No. 04629
JOSEPH A. O'CONNOR, JR.
Identification No. 18327
MORGAN, LEWIS & BOCKIUS
2000 One Logan Square
Philadelphia, PA 19103
(215) 963-5000
Attorneys for Plaintiffs
Barbara McK. Mumma and
Lisa M. Morgan
IN THE COURT OF COMMON PLEAS
FOR CUMBERLAND COUNTY
BARBARA McK. MUMMA and
LISA M. MORGAN, Executors
of and Trustees under the
will of Robert M. Mumma,
deceased,
:
Plaintiffs,
ORPHANS' COURT DIVISION
vs.
ROBERT M. MUMMA, II,
BARBARA M. McCLURE and
LINDA M. ROTH,
Defendants.
COMPLAINT FOR DECLARATORY JUDGMENT
UNDER 42 Pa.C.S. 9 7533 AND FOR OTHER
RELIEF UNDER 20 Pa.C.S. Subch. 33C and ~ 7133
THE PARTIES
1. Plaintiff Barbara McK. Mumma is an individual
residing at 49 Hillcrest Road, Wormleysburg, PA 17043.
Barbara McK. Mumma was the wife of Robert W. Mumma, deceased
("the decedent") .
2. Plaintiff Lisa M. Morgan is an individual
residing at 804 MiChigan Avenue, Lemoyne, PA 17043. Lisa M.
Morgan was the daughter of the decedent.
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3. Defendant Robert M. Mumma, II is an individual
residing at R.D. #1, Box 58, Bomansdale, PA 17008. Robert M.
Mumma, II was the son of the decedent.
4. Defendant Barbara M. McClure is an individual
residing at 129 S. Lewisberry Road, Mechanicsburg, PA 17055.
Barbara M. McClure was the daughter of decedent.
5. Defendant Linda M. Roth is an individual
residing at 5104 Wessling Lane, Bethesda, MD 20814. Linda M.
Roth was the daughter of decedent.
6. The decedent died on April 12, 1986, a resident
of Cumberland County, pennsylvania, leaving a last will and
Testament dated May 19, 1982 and a Codicil thereto dated
October 12, 1984. Letters Testamentary on decedent's estate
were granted to Plaintiffs by the Register of wills of
Cumberland County on June 5, 1986. Copies of decedent's Will
and Codicil are attached hereto as Exhibit "A".
7. Decedent's will provides that the bulk of his
estate, after specific bequests of tangible personal property,
be held in two trusts for the benefit of his wife, Barbara
MeR. Mumma, during her lifetime, a Marital Trust under Article
SEVENTH and a Residuary Trust under Article EIGHTH.
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8. Articles SEVENTH and EIGHTH of the will further
provide that upon the death of decedent's wife, the remaining
principal of the Marital and Residuary Trusts is to be
distributed to decedent's issue, per stirpes, or, if all of
decedent's issue are then deceased, to the Polyclinic Medical
Center of Harrisburg, Pennsylvania.
9. Decedent was survived by four children, Robert
M. Mumma, II, Barbara M. McClure, Linda M. Roth and Lisa M.
Morgan, all of whom are of age and sui juris.
10. Decedent's son, Robert M. Mumma, II, by a
Disclaimer filed with this court on January 12, 1987,
disclaimed his entire interest in the Trusts under Articles
SEVENTH and EIGHTH of decedent's Will. Robert M. Mumma, II has
two minor children, Robert M. Mumma, III (born 5/12/82) and
Susan Mann Mumma (born 6/19/87), who will receive the shares of
the Trusts which would have otherwise been distributed to
Robert. A copy of said Disclaimer is attached hereto as
Exhibit "B".
11. Plaintiffs, as the Executors of and Trustees
under decedent's will (the "Estate"), are the largest
shareholders in a private family company which decedent
personally managed during his lifetime, Nine Ninety-Nine, Inc.
("999"). The approximate shareholdings (based on voting power)
of 999 are as follows:
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Estate
Barbara McK. Mumma
Robert M. Mumma, II
Barbara M. McClure
Linda M. Roth
Lisa M. Morgan
35.95%
15.45%
11.46%
11.39%
11. 39%
14.36%
The ownership of the equity in 999 approximates the
distribution of the voting power.
12. 999 is the holding company for:
a. pennsy Supply, Inc. ("PSI"), a wholly-owned
subsidiary and principal operating company.
b. Elco Concrete Products, Inc., a Wholly-owned
sUbsidiary of PSI.
c. Kim and Kin, Inc., a Wholly-owned subsidiary
of PSI.
d. 11/22 Inc., a wholly-owned subsidiary of PSI.
13. The Estate is also the largest shareholder of a
related company, Hummelstown Quarries, Inc. ("Hummelstown").
The approximate percentage shareholdings of Hummelstown are as
follows:
Estate
Robert M. Mumma, II
Barbara M. McClure
Linda M. Roth
Lisa M. Morgan
98.32%
.42%
.42%
.42%
.42%
14. Article THIRTEENTH of decedent's will provides
as follows:
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
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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 benefit of
and under the management and control of my
immediate family.
15. An offer has been made by a publicly traded
overseas entity (the "Buyer") to purchase the stock of 999 and
Hummelstown and certain other related real estate owned by the
Estate and Mumma family members.
COUNT I
16. Plaintiffs repeat and re-allege the allegations
set forth in paragraphs 1 through 15 as if set forth fully
herein.
17. Plaintiffs have concluded that it is not
expedient and possible to retain 999 and Hummelstown within the
Mumma family and that they should be sold. Plaintiffs believe
and therefore aver that the above quoted language of Article
THIRTEENTH is merely precatory and therefore is not binding
upon them.
18. Plaintiffs agree that it is in the best
interests of the Estate that 999 and Hummelstown be sold to
Buyer.
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19. It is possible that a shareholder (a "nonselling
shareholder") may think that 999 and Hummelstown should be
retained within the Mumma family pursuant to Article
THIRTEENTH of decedent's will and thus will not join the estate
and the other selling shareholders in selling his or her stock
to Buyer."
20. Buyer wishes to buy all of the stock of 999 and
Hurnrnelstown and will not purchase less than all the stock of
999 and Hummelstown.
21. Plaintiffs have been advised that the sale of
999 and Hummelstown should be structured as a stock sale rather
than an asset sale so as to minimize income taxes on the
transaction.
22. In order that all the stock of 999 and
Hummelstown may be sold to Buyer, Plaintiffs have concluded
that the transaction with respect to the stock sale should be
structured as a "reverse split," which will give any nonselling
shareholder a pro rata share of the sales proceeds based on his
or her percentage interest in the companies.
23. In order to assure nonselling shareholders that
they have received fair compensation, Plaintiffs wish to enter
into an agreement with Buyer or establish a temporary trust
which will designate any nonselling shareholder as a third
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party or direct beneficiary, respectively, and will specify
that the Plaintiffs agree to provide a nonselling shareholder
with the appraisal rights under ~ 908 of the Act of May 5, 1933
(P.L. 364), known as the Business Corporation Law ("BCL") (P.S.
~ 1908) which he or she would have received if the "cash-out"
of the interest of the nonselling shareholder had taken the
form of a statutory merger under ~ 1515 of the BCL.
24. The mechanism proposed by Plaintiffs to provide
appraisal rights to a nonselling shareholder is to submit any
or all issues regarding appraisal to an agreed method of
valuation, or failing that to voluntary jUdicial arbitration
under 42 Pa.C.S. ~ 7362(a), with the venue in the Court of
Common Pleas of Cumberland County, Pennsylvania, or the Court
of Common Pleas of Dauphin County, Pennsylvania and with full
appeal rights pursuant to 42 Pa.C.S. ~ 7362(b).
25. Plaintiffs therefore wish to confirm their
authority to sell 999 and Hummelstown and to submit to
voluntary judicial arbitration in the Court of Common Pleas of
Cumberland County, Pennsylvania or the Court of Common Pleas of
Dauphin County, Pennsylvania any or all issues which a
nonselling shareholder wishes to raise in connection with the
sale of his or her interest in 999 and Hummelstown to Buyer.
26. The Attorney General of the Commonwealth of
Pennsylvania, in the capacity of parens patriae for the
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contingent remainder interest of the Polyclinic Medical Center
of Harrisburg, Pennsylvania, has been notified of this
proceeding by certified mail. A copy of said notice is
attached hereto as Exhibit "C".
27. This Court may grant declaratory relief under
20 Pa.C.S. ~ 711 and 42 Pa.C.S. ~ 7533 to determine any
questions as to the construction of decedent's will and may
issue an order for other relief under 20 Pa.C.S. Subch. 33C and
~ 7133.
WHEREFORE, Plaintiffs pray that:
(a) The Court enter a declaratory judgment under 42
Pa.C.S. ~ 7533 and 20 Pa.C.S. ~ 711 that Article THIRTEENTH of
decedent's will does not bar Plaintiffs from selling the shares
of 999 and Hummelstown owned by the Estate: and
(b) The Court grant that such further relief as may
be proper, including an order under 20 Pa.C.S. Subch. 33C and ~
7-133 that the estate may submit any issues a nonselling
shareholder raises in connection with the sale of his or her
interest in 999 and Hummelstown to voluntary judicial
arbitration in the Court of Common Pleas of Cumberland County,
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Pennsylvania or the Court of Common Pleas of Dauphin County,
Pennsylvania.
13M to ~ ,f1'~5f ,1rJW7~'-
Barbara McK. Mumma
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Wllli m E. zeiter
jos A. O'Connor, Jr.
MORGAN, LEWIS & BOCKIUS
2000 One Logan Square
Philadelphia, PA 19103
Attorneys for Plaintiffs
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COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
ORPHANS' COURT DIVISION
No. of 19
ESTATE OF ROBERT M. MUMMA, Deceased
VERIFICATION
Barbara McK. Mumma, being duly sworn according to
law, deposes and says that the facts set forth in the foregoing
Complaint are true and correct to the best of her knowledge,
information and belief and she understands that the statements
herein are subject to the penalties of 18 Pa.C.S. ~ 4904
relating to unsworn falsification to authorities.
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Barbara McK. Mumma
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COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
ORPHANS' COURT DIVISION
No. of 19
ESTATE OF ROBERT M. MUMMA, Deceased
VERIFICATION
Lisa M. Morgan, being duly sworn according to law,
deposes and says that the facts set forth in the foregoing
Complaint are true and correct to the best of her knowledge,
information and belief and she understands that the statements
herein are subject to the penalties of 18 Pa.C.S. 9 4904
relating to unsworn falsification to authorities.
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WHEREAS, on the
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REGISTER OF WILLS
Certificate of Grant of Letters
No,
21 - 86 - 398
ESTATE Of
ROBERT M. MUMMA
Social Security No.
195 - 07 - 1889
5THday of JUNE
, 19--1l.L instrument(s) dated
WILL DATED MAY 19, 1982 - CODICIL DATED OCTOBER 12, 1984
was (were) admitted to probate as the last will of ROBERT M. MUMMA
late of \~ORMLEYSBURG
, who died on the
12TH day of
APRIL
,19~, and
WHEREAS, a true copy of the will as probated is annexed hereto.
THEREfORE, I,
MARY C. LEWIS
, Register of Wills
in and for the County of
CUMBERLAND
, in the Commonwealth of Pennsylvania,
hereby cenify that I have this day granted Letters
TESTAMENTARY
to
BARBARA McK. MUMMA and LISA M. MORGAN
who h. VE duly qualified as
EXECUTORS
and h. VE agreed to administer the estate according to law, all of which fully appears of record in
my Office at
CARLISLE
, Pennsylvania.
5TH day of
IN TESTIMONY WHEREOf, I have hereunto set my hand and affixed the seal of my Office the
JUNE
, 19...E..fi-.
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. R~~lSt~r of W,//S
MARY C. LEWIS
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LAST ~-nLL AND TESTAMENT
OF
ROBERT M. MUl1MA
I, ROBERT M. MU}fi1A, 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
whomsoever, do make, publish and declare this instrument to be my
Last Will and Testament, in manner and form following.
FIRST: I hereby expressly revoke all Wills, Codicils and testa-
mentary writings of whatsoever kind and nature heretofore made 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
~erDetual care thereof out of my estate, as soon as is practicable
after my decease.
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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 my
Last Will and Testament, including the taxable value of all policies of
insurance on ~y life and of all transfers, powers, rights, or interests
includible in my estate for the purpose of such taxes and duties, shall
be paid out of my 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. My Executors may, in .
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 ~s an expense of administration.
FOURTH: I give and bequeath unto my son, ROBERT M. ~~fi1A, II,
the Gorgas Grandfather's Clock, which I consider owned by me and which
has been in the Mumma family for many years. I further give and bequ~ath
unto my son, ROBERT M. MUMMA, II, all of my jewelry, owned by me at the
time of my death.
FIFTH: I give and bequeath unto my daughter, LISA M. ~, my 380SL
Mercedes automobile.
D TO BE A TRUE AND
~= (l()~'l OF TliE ORIGINAL
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A~ lor the Plaintiffs (j
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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
(50%) 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 sufficiene
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 prcperty
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 may 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 benerit of my wife~
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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. MUMMA,"
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 aud Testament, to my wife, BARBARA McK. MUMMA, 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-
ing the discretion contained in this foregoing sentence, it is my ex-
prectation that my Executor:will make said election with respect to all
of any such amount, unless the timing of my spouse's death and mine and
the c~ation 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 by my surviving trustee unto
my children, ROBERT M. MUMMA, II, BARBARA M. McCLURE, LINDA M. ROTH and
LISA M. MUMMA, free of this Trust, share and share alike, per stirpes
and not per capita.
EIGHTH: All the rest, residue and remainder of my property and
estate, both real and personal of whatsoaver 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 "residuar)' estate"), I
give, devise and bequeath unto the trustees hereinafter named, In Trust,
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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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,
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 restduary estate, shall be paid over by my surviving
trustee or by my successor Executor, as the case may be, unto my
children, ROBERT M. MUMMA, 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
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
c. divided among my surviving children.
In the event the Trusts established under Items Seventh and Eighth
.' of this my Last Hill 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 POLYGLINIC 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 Trustees shall be vested with reasonable discretionary powers
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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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, collect, 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 purchase 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 buil~s 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.
_ 5 _
v
-,
(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 may, in the discretion of the
trustees, be considered for the best interest of the trust estate. The
trU$tees shall recognize e:~isting 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 trus tees shall have authori ty
to acquire by purchase, gift or otherwise, and to resell, receive, hold,
manage 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,
and to retain teoporarily 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, ove't'productive or underproductive as in their discretion
they I:l:lY deem advisable, and the total trust funds or the relation it
may bear to the type or character of other investments in the trust estates.
Ot' to the effect in the trust estates and they shall not be restricted
in their choice under any present or future applicable law, it being-my
incention 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.
(8) To amortize, accelerate pa)rment 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, terms and conditions of any existing mortgage or mortgages
upon said real estate, on the part of the mortgagor required to be kept
and per=ormed and shall have full power and authority with the consent
0= the mortgagee or mortgagees, to refund, replace, extend or otherwise
~end the same, and to anticipate and accelerate any periodical payments
therein required.
(9) To subscribe for stock allotments and to e:;:ercise all
rishts and privileges pertaining to securities which are available to
the owner thereof.
(10) To receive or make distribution of any tt~st herein
cre<!ted, either in money or in kind, or partly i.n'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
er.1?o~~er the trustees to make distribution before the time or times
specified herein.
_ 6 _
~
10(0
-,
(11) To pay, collect, compromise, sue for or contract any
claim or other matter, directly or indirectly, affecting the Trusts.
(12) T~ use income and/or principal to maintain in force
any policies of life insurance which I 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 benefici~ry, 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.
(14) To borrow money and as security thereof, 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 carryon and conduct any business enterprise in
which I may be engaged at my death.
(17) 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'
books of account, in which each Trust shall be alloted its proportion-
ate part of the principal and income of the .fund and charged with its
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
- 7 -
~
J 0 ~I
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 benefi~s 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~
dneds upon shares of stock in a wasting-asset corporation, and whether
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 may 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.
-8-~
) D't
~~_..__._--_.-
-- _..- - -..
THIRTEENTH: 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 my 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, convey, 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 for such price or prices
and in any such case upon such terms as she may think best in her dis-
" 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 demandswhatso-
ever against or in favor of my estate, as fully as I could do if living.
She shall further be empowered to carryon 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 my 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 my trustees. Pending settlement of my
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 my 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 if; in the opinion of my Executrix, or her successors, it appears that
conversion of securities and other assets, real and personsl, would then
be made at a sacrifice.
-9- ~
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I r.' .
FIFTEENTH: I do hereby no~inate, 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 me 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 all the rights, privileges,
obligations and duties conferred and created by 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 me in said paragraphs
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. MUMMA, in
b~th of the Trusts herein created. Upon the failure, for any reason
of my son to serve in that capacity, the DAUPHIN DEPOSIT BANK AND TRUST
COMPANY is hereby constituted and appointed to serve as the successor
co-Trustee, with my wife, BARBARA HcK. MUMMA, in both of. the Trusts
herein created.
~N WITNESS WHEREOF, I have hereunto set my hand and seal this
J'7 day of May, A.D., 1982, at the end hereof.
@€. ~k?\( .').1.... ~ ~... . ., "'tSEAL)
Ro ert M. Mumma
SIGNED, SEALED, PUBLISHED AND DECLARED by the above-named Testator,
ROBERT M. MUMMA, 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~it esses:
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Name ;/u'L.. Address' /)
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(')~-Gr ,,~::~'itl_-1'~~~ /~
Name Ad ress /
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FIRST
CODICIL TO LAST WILL AND TESTAMENT
OF
ROBERT M. MUMMA
KNOW ALL MEN.BY THESE PRESENTS, that, whereas, I, the
undersigned, ROBERT M. MUMMA, 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 aforesaid; and
WHEREAS, I now desire to make certain changes therein and
modifications thereof and additions thereto.
NOW, THEREFORE, I, ROBERT M. MUMMA, being of sound mind
and memory, do make, publish and declare this my First Codicil
to my 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, 1982, and substitute in
its place the following paragraph numbered Fifteenth as if said
paragraph had been fully set forth therein:
FIFTEENTH: I do hereby nominate, constitute
and appoint my wife, BARBARA McK. MUMMA, and my
daughter, LISA M. MUMMA, now LISA M. MORGAN, to be
the co-Executrices of this my Last Will and Testa-
ment. In the event that my wife, BARBARA McK. MUMMA,
or my daughter, LISA M. MORGAN, should renounce 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
daughter, BARBARA M. McCLURE, shall be the successor
co-Executrix of this my Last Will and Testament, and
as such 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-named
co-Executrices (original or successor) to serve in
such capacity, the third, the survivor of the three,
shall serve as a sole Executrix of ~his my Last Will
and Testament, however, in the event that all three
6J---'
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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 BANK 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 rights,
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.
MORGAN, to be the co-Trustees of both of the trusts
established by me in paragraphs Seventh and Eighth,
to administer said trusts as directed by my Last Will
and Testament. In the event my daughter, LISA M.
MORGAN, should renounce this office as Trustee, re-
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.
MUMMA, in both of the trusts herein created. Upon
the failure. for any reason of my daugher. BARBARA 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 my wife, BARBARA McK.
MUMMA, in both of the trusts herein created. .
AND, 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.
~IN WITNESS WHEREOF. I have hereunto set my hand and seal this
12. day of October. 1984.
~~E~~.1I.- -
o ert M. Mumma
-(SEAL)
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SIGNED, 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:
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COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
ORPHANS' COURT DIVISION
Estate of Robert M. Mumma, Deceased
No. 21-86-398
DISCLAIMER BY ROBERT M. MUMMA, II
WHEREAS, ROBERT M. MUMMA ("the Testator"), of the
Borough of Wormleysburg, County of Cumberland and Commonwealth of
Pennsylvania, died on April 12, 1986, leaving a last Will and
Testament dated May 19, 1982 with a Codicil thereto dated October
12, 1984 (hereinafter "the Will"); and
WHEREAS, the Testator was survived by his wife, BARBARA
MeR. MUMMA, and all four of his children, ROBERT M. MUMMA, II,
BARBARA M. McCLURE, LINDA H. ROSS and LISA MUMMA MORGAN; and
WHEREAS, under Article SEVENTH of the Will, the
Testator bequeathed to his testamentary trustees an amount equal
to fifty percent (50') of his total gross estate to be held in
trust exclusively for the benefit of his said wife during her
lifetime; and
WHEREAS, in the fifth paragraph of said Article
SEVENTH, the Testator directed that upon the death of his said
wife, "the principal of this Trust, as it is then constituted,
shall be paid
over by my surviving trustee unto .y children, ROBERT M. MUMMA,
II, . .
BARBARA M. McCLURE, LINDA M. ROSS and LISA M. MUMMA, free of
trust, share and share alike, per stirpes and not per capita",
and
WHEREAS, under Article EIGHTH of the Will, the Testator
gave his residuary estate to his testamentary trustees to be held
in trust exclusively for the benefit of his said wife during her
lifetime; and
WHEREAS, under the second paragraph of Article EIGHTH,
the testator directed that upon the death of his said wife, "the
principal of this (residuary] trust, as it is then constituted,
...shall be paid over by my surviving trustee...unto .y children,
ROBERT M. MUMMA, II, BARBARA M. McCLURE, LINDA M. ROSS and LISA
M. MUMMA, share and share alike, per stirpes and not per capita",
and
WHEREAS, the undersigned, ROBERT M. MUMMA, II, wishes
to make a qualified disclaimer, within the meaning of Section
2518 of the Internal Revenue Code, of his entire interest in both
such trusts; and
) 1&
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..
.
.
WHEREAS, ROBERT M. MUMMA, II has not accepted an
interest in either of such trusts nor any benefits therefrom;
NOW, THEREFORE, ROBERT M. MUMMA, II, for himself, his
successor~ and assigns, intending to be legally bound, does
hereby, pursuant to Section 6201 of the Pennsylvania Probate,
Estates and Fiduciary Code, absolutely, irrevocably and
unqualifiedly renounce and disclaim all right, title and interest
in and to the principal of the trust under Article SEVENTH of the
Will and the principal of the trust under Article EIGHTH of the
Will and ref~ses to accept any benefits whatever under said
Articles of the Will.
D.'." -r- C,{ 1@ 1
it~1f
OB R'l' M. MU MA, II .
/,/ ,/
, ,
.' -
COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
ORPHANS' COURT DIVISION
No. of 19
ESTATE OF ROBERT M. MUMMA, Deceased
NOTICE OF PROCEEDING INVOLVING CHARITABLE GIFT
In Accordance with Local Rule 55
Notice is hereby given to the Attorney General of
the Commonwealth of pennsylvania, Harrisburg, pennsylvania,
that actions for Declaratory Judgment and Other Relief have
been filed by the Executors of the will of Robert M. Mumma,
deceased, in the Orphans' Court Division of the Court of
Common Pleas of Cumberland County, Pennsylvania. The
actions request the Court to construe the decedent's will to
permit the Executors to sell the shares of Nine Ninety Nine,
Inc. and Hummelstown Quarries, Inc. held by the Executors and
Trustees, and to submit any or all issues raised by a
nonselling shareholder to voluntary judicial arbitration in
the Court of Common Pleas of Cumberland county, Pennsylvania
or the Court of Common Pleas of Dauphin County, Pennsylvania.
Copies of decedent's Will and said Petition are attached
hereto.
Decedent's will creates a Marital Trust and a
Residuary Trust for the benefit of his wife, Barbara McK.
Mumma, during her lifetime. Following her death, the will
directs that the remaining principal of the Trusts he
distributed to decedent's issue, per stirpes, or, if
; / l
,
decedent has no then living issue, to the POlyclinic Medical
Center of Harrisburg, Pennsylvania. Decedent has four
children, Robert M. Mumma, II (age 42), Barbara M. McClure
(age 40), Linda M. Roth (age 38) and Lisa M. Morgan (age 28),
whom collectively have eight children. Robert M. Mumma, II
disclaimed his interest under decedent's Will and his
children, Robert M. Mumma, III (born 5/12/82) and Susan Mann
Mumma (born 6/19/87) will receive the shares of the Trusts
which would have otherwise been distributed to Robert.
The Polyclinic Medical Center of HarriSburg,
pennsylvania has a remote contingent interest in decedent's
estate. It is highly unlikely that the interest will ever
come into possession, as all of decedent's issue must
predecease his wife in order for the interest to vest.
The Executors of decedent's estate are:
Barbara McK. Mumma
Lisa M. Morgan
P.O. Box 3331
HarriSburg, PA, 17105
A copy of a summary of the terms of the sale is
enclosed for your information.
IIL(
o eph . O'Connor, Jr. '
Cather~ne M. Keating
v MORGAN, LEWIS & BOCKIUS
2000 One Logan Square
Philadelphia, PA 19103
(215) 963-4884
yours,
-2-
/ ,..:)(
(),.C!
COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
ORPHANS' COURT DIVISION
No. ~ ~I -,f{, <3?~
ESTATE OF ROBERT M. MUMMA, Deceased
ORDER AND DECREE
AND NOW, this
day of
, 19
upon consideration of the annexed Petition, it is hereby
decreed that a declaratory judgment is rendered, whereby
Barbara McK. Mumma and Lisa M. Morgan, Executors of and
Trustees under the will of Robert M. Mumma, deceased, may
sell the Estate's shares of Nine Ninety-Nine, Inc. and
Hummelstown Quarries, Inc. and it is ordered that they may
enter into an agreement with any nonselling shareholder of
Nine Ninety Nine, Inc. and Hummelstown Quarries, Inc., to
submit any or all issues involved in the sale of his or her
interest to voluntary jUdicial arbitration in the Court of
Common Pleas of Cumberland County, Pennsylvania or the Court
of Common Pleas of Dauphin County, Pennsylvania.
By the Court:
J.
/
r.
COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
ORPHANS' COURT DIVISION
No. of 19
ESTATE OF ROBERT M. MUMMA, Deceased
PETITION FOR DECLARATORY JUDGMENT
UNDER 42 Pa.C.S. ~ 7533 AND FOR OTHER
RELIEF UNDER 20 Pa.C.S. Subch. 33C and ~ 7133
The Petition of Barbara McK. Mumma and Lisa M. Morgan
respectfully represents that:
1. Robert M. Mumma (the "decedent") died on April
12, 1986, a resident of Cumberland County, pennsylvania,
leaving a last will and Testament dated May 19, 1982 and a
Codicil thereto dated October 12, 1984. Letters Testamentary
on decedent's estate were granted to Petitioners by the
Register of Wills of Cumberland County on June 5, 1986. Copies
of decedent's will and Codicil are attached hereto as
Exhibit "A".
2. Decedent's will provides that the bulk of his
estate, after specific bequests of tangible personal property,
be held in two trusts for the benefit of his wife, Barbara
McK. Mumma, during her lifetime, a Marital Trust under Article
SEVENTH and a Residuary Trust under Article EIGHTH.
3. Articles SEVENTH and EIGHTH of the will further
provide that upon the death of decedent's wife, the remaining
principal of the Marital and Residuary Trusts is to be
~rr" 11 P ~J1,~ri :~)-)~
,-,,_.,! ____0 \- \:,_ ...L' ,..J
distributed to decedent's issue, per stirpes, or, if all of
decedent's issue are then deceased, to the Polyclinic Medical
Center of Harrisburg, Pennsylvania.
4. Decedent was survived by four children, Robert M.
Mumma, II, Barbara M. McClure, Linda M. Roth and Lisa M.
Morgan, all of whom are of age and sui juris.
5. Decedent's son, Robert M. Mumma, II, by a
Disclaimer filed with this court on January 12, 1987,
disclaimed his entire interest in the Trusts under Articles
SEVENTH and EIGHTH of decedent's will. Robert M. Mumma, II has
two minor children, Robert M. Mumma, III (born 5/12/82) and
Susan Mann Mumma (born 6/19/87), who will receive the shares of
the Trusts which would have otherwise been distributed to
Robert. A copy of said Disclaimer is attached hereto as
Exhibit "B".
6. petitioners, as the Executors of and Trustees
under decedent's will (the "Estate"), are the largest
shareholders in a private family company which decedent
personally managed during his lifetime, Nine Ninety-Nine, Inc.
("999"). The approximate shareholdings (based on voting power)
of 999 are as follows:
r:ccr 118 PW 163
-2-
/ ~I "
t""'I "~)
Estate
Barbara McK. Mumma
Robert M. Mumma, II
Barbara M. McClure
Linda M. Roth
Lisa M. Morgan
35.95%
15.45%
11. 46%
11.39%
11. 39%
14.36%
The ownership of the equity in 999 approximates the
distribution of the voting power.
7. 999 is the holding company for:
a. pennsy Supply, Inc. ("PSI"), a wholly-owned
subsidiary and principal operating company.
b. Elco Concrete Products, Inc., a wholly-owned
subsidiary of PSI.
c. Kim and Kin, Inc., a wholly-owned subsidiary
of PSI.
d. 11/22 Inc., a wholly-owned subsidiary of PSI.
8. The Estate is also the largest shareholder of a
related company, Hummelstown Quarries, Inc. ("Hummelstown").
The approximate percentage shareholdings of Hummelstown are as
follows:
Estate
Robert M. Mumma, II
Barbara M. McClure
Linda M. Roth
Lisa M. Morgan
98.32%
.42%
.42%
.42%
.42%
9. Article THIRTEENTH of decedent's will provides
as follows:
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
-3-
I ;J.l
reef 118 PI.GE 164
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 benefit of
and under the management and control of my
immediate family.
10. Petitioners have concluded that it is not
expedient and possible to retain 999 and Hummelstown within the
Mumma family and that they should be sold. Petitioners believe
and therefore aver that the above quoted language of Article
THIRTEENTH is merely precatory and therefore is not binding
upon them.
11. An offer has been made by a publicly traded
overseas entity (the NBuyerN) to purchase the stock of 999 and
Hummelstown and certain other related real estate owned by the
Estate and Mumma family members.
12. Petitioners agree that it is in the best
interests of the Estate that 999 and Hummelstown be sold to
Buyer. Two of the other five shareholders of 999 (Barbara
McK. Mumma and Lisa M. Morgan) and one of the other four
shareholders of Hummelstown (Lisa M. Morgan) (the Nother
selling shareholdersN) have likewise agreed to the sale of 999
and Hummelstown and to sell their stock to Buyer. Joinders by
-4-
I ' t::
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BeCK 118 P1,Cf 165
I'
.
the other selling shareholders to this Petition are attached
hereto.
13. It is possible that a shareholder (a "nonselling
shareholder") may think that 999 and Hummelstown should be
retained within the Mumma family pursuant to Article
THIRTEENTH of decedent's will and thus will not join the estate
and the other selling shareholders in selling his or her stock
to Buyer.
14. Buyer wishes to buy all of the stock of 999 and
Hummelstown and will not purchase less than all the stock of
999 and Hummelstown.
15. Petitioners have been advised that the sale of
999 and Hummelstown should be structured as a stock sale rather
than an asset sale so as to minimize income taxes on the
transaction.
16. In order that all the stock of 999 and
Hummelstown may be sold to Buyer, Petitioners have concluded
that the transaction with respect to the stock sale should be
structured as a "reverse split," which will give any nonselling
shareholder a pro rata share of the sales proceeds based on his
or her percentage interest in the companies.
17. In order to assure nonselling shareholders that
they have received fair compensation, Petitioners wish to
-5-
BCCK 118 p/.rE 168
/ /)~
enter into an agreement with Buyer or establish a temporary
trust which will designate any nonselling shareholder as a
third party or direct beneficiary, respectively, and will
specify that the Petitioners agree to provide a nonselling
shareholder with the appraisal rights under ~ 908 of the Act of
May 5, 1933 (P.L. 364), known as the Business Corporation Law
("BCL") (P.S. ~ 1908) which he or she would have received if
the "cash-out" of the interest of the nonselling shareholder
had taken the form of a statutory merger under ~ 1515 of the
BCL.
18. The mechanism proposed by Petitioners to provide
appraisal rights to a nonselling shareholder is to submit any
or all issues regarding appraisal to an agreed method of
valuation, or failing that to voluntary judicial arbitration
under 42 Pa.C.S. ~ 7362(a), with the venue in the Court of
Common Pleas of Cumberland County, Pennsylvania, or the Court
of Common Pleas of Dauphin County, Pennsylvania and with full
appeal rights pursuant to 42 Pa.C.S. ~ 7362(b).
19. Petitioners therefore wish to confirm their
authority to sell 999 and Hummelstown and to submit to
voluntary judicial arbitration in the Court of Common Pleas of
CUmberland County, Pennsylvania or the Court of Common Pleas of
Dauphin County, Pennsylvania any or all issues which a
-6-
BW: 118 PlrE 167
/ d. 7
nonselling shareholder wishes to raise in connection with the
sale of his or her interest in 999 and Hummelstown to Buyer.
20. The Attorney General of the Commonwealth of
pennsylvania, in the capacity of parens patriae for the
contingent remainder interest of the Polyclinic Medical Center
of Harrisburg, Pennsylvania, has been notified of this
proceeding by certified mail. A copy of said notice is
attached hereto as Exhibit "CU.
21. This Court may grant declaratory relief under 20
Pa.C.S. S 711 and 42 Pa.C.S. S 7533 to determine any questions
as to the construction of decedent's Will and may issue an
order for other relief under 20 Pa.C.S. Subch. 33C and S 7133.
WHEREFORE, Petitioners respectfully request this
Court for a declaratory judgment under 42 Pa.C.S. S 7533 and 20
Pa.C.S. S 711 that Article THIRTEENTH of decedent's will does
not bar them from selling the shares of 999 and Hummelstown
owned by the Estate and for an order under 20 Pa.C.S. Subch.
33C and S 7133 that the estate may submit any issues a
nonselling shareholder raises in connection with the sale of
his or her interest in 999 and Hummelstown to voluntary
judicial arbitration in the Court of Common Pleas of Cumberland
nrr'l
C..'.I',
-7-
..118.
P'~E
168
J;J.8
County, pennsylvania or the Court of Common Pleas of Dauphin
County, Pennsylvania.
;13,., ~~.~~ /)t{//,u/?~,---
Barbara cK. umma
W' liam
J se Jr.
MORGAN, LEWIS & BOCKIUS
2000 One Logan Square
Philadelphia, PA 19103
Attorneys for Petitioners
ecc~:
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169
-8-
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COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
ORPHANS' COURT DIVISION
No. of 19
ESTATE OF ROBERT M. MUMMA, Deceased
VERIFICATION
Barbara McK. Mumma, states that the facts set forth
in the foregoing Petition are true and correct to the best of
her knowledge, information and belief, that all adult parties
in interest except Robert M. Mumma, II, Barbara M. McClure and
Linda M. Roth have joined in this Petition and she understands
that the statements herein are subject to the penalties of 18
Pa.C.S. S 4904 relating to unsworn falsification to
authorities.
3 //1, 0
?;( Ci /) /~!lA oJ //11 /)ii'(;J/'i' //'-~
Barbara McK. Mumma
) 'd.-
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BeCK 118 ptr.r J70
COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
ORPHANS' COURT DIVISION
No. of 19
ESTATE OF ROBERT M. MUMMA, Deceased
VERIFICATION
Lisa M. Morgan, being duly sworn according to law,
deposes and says that the facts set forth in the foregoing
Petition are true and correct to the best of her knowledge,
information and belief and that all adult parties in interest
except Robert M. Mumma, II, Barbara M. McClure and Linda M.
Roth have joined in this Petition and she understands that the
statements herein are subject to the penalties of 18 Pa.C.S. ~
4904 relating to unsworn falsification to authorities.
~/?f'~
L'sa M. Morgan
j ".~ '-f 1""'1....
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l .,"),. _~. \__J .,,: ..L. I -
COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
ORPHANS' COURT DIVISION
No. of 19
ESTATE OF ROBERT M. MUMMA, Deceased
JOINDER
;(1,,1 G,,,,j JP-'H'2={~?'/z ,ILCJ, a shareholder of Nine Ninety
Nine, Inc. and a beneficiary under the will of Robert M.
Mumma, hereby joins in the foregoing Petition for Declaratory
Judgment under 42 Pa.C.S. ~ 7533 and Other Relief under 20
Pa.C.S. Subch. 33C and ~ 7133.
jJ ... (I
'K:la/J l.dlCU' )iyf J~./.?~UKAL
Barbara MeR. Mumma
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BeCK 118 PIG[ 1'72
COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
ORPHANS' COURT DIVISION
No. of 19
ESTATE OF ROBERT M. MUMMA, Deceased
JOINDER
!./J/1 /?t II?OYa/J
, a shareholder of Nine Ninety
Nine, Inc. and Hummelstown Quarries, Inc. and a contingent
beneficiary under the will of Robert M. Mumma, hereby joins
in the foregoing Petition for Declaratory Judgment under 42
Pa.C.S. ~ 7533 and Other Relief under 20 Fa.C.S. Subch. 33C
and ~ 7133.
<<t!-~ /f!:(!!&tfcuJ
~Ct:f 118 P~M 17:1
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REGISTER OF WILLS
Certificate of Grant of Letters
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No.
21 - 86 - 398
ESTATE OF
ROBERT M. MUMMA
Social Security No.
195 - 07 - 1889
WHEREAS, on the
5THday of JUNE
, 19~ instrument(s) dated
WILL DATED MAY 19, 1982 - CODICIL DATED OCTOBER 12, 1984
was (were) admitted to probate as the last will of ROBERT 11. MUMMA
late of WORMLEYSBURG
, who died on the
12TH
day of
APRIL
,19~,and
WHEREAS, a true copy of the will as probated is annexed hereto.
THEREFORE, I,
MARY C. LEWIS
. Register of Wills
in and for the County of
CUMBERLAND
, in the Commonwealth of Pennsylvania,
hereby certify that 1 have this day granted Letters
TESTAMENTARY
to
BARBARA McK. MUMMA and LISA M. MORGAN
who ha VE duly qualified as
EXECUTORS
and ha VE agreed to administer the estate according to law. all of which fully appears of record in
my Office at
CARLISLE
, Pennsylvania.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixOd the seal of my Office the
5TH day of
JUNE
.19....8..6......,
~~ (l. /~~;'J
. Re_ute, of Wills
. MARY C. LEWIS
--- --- ----- --~-
. ~.
. .
LAST HILL AND TESTAMENT
OF
ROBERT M. Mm1MA
I, ROBERT M. ~D1A, of the Borough of Hormleysburg, County of
Cumberland and Commonwealth of Pennsylvania, being of sound and dis-
posing mind and memory, and not acting under influence of any person
whomsoever, do make, publish and declare this instrument to be my
Last Will and Testament, in manner and form following.
FIRST: I hereby expressly revoke all Wills, Codicils and testa-
mentary writings of whatsoever kind and nature heretofore made 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
oeroetual 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 my
Last Will and Testament, including the taxable value of all policies of
insurance on ~y life and of all transfers, powers, rights, or interests
includible in my estate for the purpose of such taxes and duties, shall
be paid out of my 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. My Executors may, in ~
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. }1~U1A. II,
the Gor!!;as Grandfather I s Clock, which I consider owned by me and ~vhich
has been in the Mumma family for many years. I further give and bequeath
unto my son, ROBERT M. MUMMA, II, all of my jewelry, owned by me at the
time of my death.
FIFTH: I give and bequeath unto my daughter, LISA M. ~, my 380SL
Mercedes automobile.
OBBTU'IBD TO BE A TRUE &....[1
<X)IMaO'!COPY OJ' THilOIUGINAL
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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
(50%) 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 sufficien~
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 prcperty
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 may 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 benerit of my wife~
- 2 -
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) -, "1
I',":: /
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. MUMMA,
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 Tru5t of
up to Five Thousand ($5000.00) Dollars or up to five (5%) percent of
the then principal of this Trust, whichever shall be the greater, and
the trustees, upon receipt of such writing, shall make payment thereof
to my wife during the calendar year in which said writing was received.
The annual request by my wife is not mandatory, but shall be made, if
desired, only by herself individually.
.,
I hereby authorize my Executors, in their sole discretion, to
elect that any part or all of any amount passing under this article of
my Last Will alld Testament, to my wife, BARBARA McK. MUMMA, in the
event she survives me, be treated as qualifying terminal interest
property for the purpose of qualifying for the marital deduction allow-
able in determining the Federal Estate Tax on my E$tate. Without limit-
ing the discretion contained in this foregoing sentence, it is my ex-
prectation that my Executor:will make said election with respect to all
of any such amount, unless the timing of my spouse's death and mine and
the c~ation 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 by my surviving trustee unto
my children, ROBERT M. MUMMA, II, BARBARA M. McCLURE, LINDA M. ROTH and
LISA M. MUMMA, free of this Trust, share and share al~ke, per stirpes
and not per capita.
EIGHTH: 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 "residuar)' estate"), I
give, devise and bequeath unto the trustees hereinafter named, In Trust,
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
- 3 -
v
/3't
...
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. ~, 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 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 resi.duary estate, shall be paid over by my surviving
trustee or by my successor Executor, as the case may be, unto my
children, ROBERT M. MUMMA, 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
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 Trustees shall be vested with reasonable discretionary powers
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.
- 4 -
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/.;J(l
, ,.,j I
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 capaciti~s, as in their discretion they deem advisable, in
addition to and not in limitation of their cornmon law and statutory
powers:
(1) To allot, assign, care for, collect, 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 purchase 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 buil~s 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.
_ 5 _
v
"
(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 may, in the discretion of the
trustees, be considered for the best interest of the trust estate. The
trustees shall recognize e:~isting 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 shall have authority
to acquire by purchase, gift or otherwise, and to resell, receive, hold,
manage and control real estate, and any ather interest therein, subject
to the Trusts, and do all things necessary or proper in the p~rforrnance
'of such functions.
,.
(6) To invest, and from time to time to reinvest, to acquire,
and to retain te~porarily 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 bands, mortgages, debentures,
notes, unsecured obligations, wasting assets, or investments which are
unproductive, overproductive or underproductive as in their discretion
they co.y deem advisable, and the total trust funds or the relation it
mOlY bear to the type or character of ather investments in the trust estates,
01.' to the effect in the trust estates and they shall not be restricted
in their choice under any present or future applicable law, it being.my
incention to give my trustees power to act in such manner as they will
believe to be far the best interest of the Trusts created her2in.
..
(7) To pay income tax on gains from the sale or other con-
version of capital assets out of the carpus thereof.
(8) To amortize, accelerate pa)rment of, reduce, extend,
modify, settle or liquidate any lien, encumbrance, mortgage, or ather
charge against any real estate or other property which may be subject
t.o these Trusts. The trustees shall specifically keep and perform all of
the covenants, terms and conditions of any existing mortgage or mortgages
upon said real estate, an the part of the mortgagor required to be kept
and per=ormed and shall have full power and authority with the consent
0= th2 mortgagee or mortgagees, to refund, replace, extend or otherwise
amend the same, and to anticipate and accelerate any periodical payments
therein required.
(9) To subscribe far stock allotments and to e:,ercise all
rishts 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 i.n'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
er.l?O~~er the trustees to mal~e distribution before the time or times
specified herein.
_ 6 _
~
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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) T~ use income and/or principal to maintain in force
any policies of life insurance which I 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 benefici&ry, 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 !:lay be necessary fOl: the propel: administration of the Trusts, and
to pay their compensation for trust funds.
(14) To borrow money and as security thereof. 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 carryon and conduct any business enterprise in
which I may be engaged at my death.
(17) 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'
books of account, in which each Trust shall be alloted its proportion-
ate part of the principal and income of the fund and charged with its
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
- 7 -
~
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:'
dneds upon shares of stock in a wasting-asset corporation, and whether
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 may 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.
-8-~
/ '1/
-- --------
'.
THIRTEENTH: Notwithstanding the powers herein ocherwise 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 my 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, convey, 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 for such price or prices
and in any such case upon such terms as she may think best in her dis-
.. 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 carryon 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 my 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 my trustees. Pending settlement of my
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 my 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 if; in the opinion of my Executrix, or her successors, it appears that
conversion of securities and other assets, real and personsl, would then .
be made at a sacrifice.
-9- ~
/ t.j;;,
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 me 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 all the rights, privileges,
obligations and duties conferred and created by 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 me in said paragraphs
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. MUMMA, in
b~th of the Trusts herein created. Upon the failure, for any reason
of my son to serve in that capacity, the DAUPHIN DEPOSIT BANK &~D TRUST
COMPANY is hereby constituted and appointed to serve as the successor
co-Trustee, with my wife, BARBARA HcK. MUMMA, in both of. the Trusts
herein created.
~N WITNESS WHEREOF, I have hereunto set my hand and seal this
I~ day of May, A.D., 1982, at the end hereof.
!?-e,.I'X;'i\t.1v 'V~' . "~SEAL)
Ro ert M. MUIIlIlla
SIGNED, SEALED, PUBLISHED AND DECLARED by the above-named Testator,
ROBERT M. MUMMA, 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 esses:
,vl...n/.
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1'-/3
FIRST CODICIL TO LAST WILL AND TESTAMENT
OF
ROBERT M. MUMMA
KNOW ALL MEN BY THESE PRESENTS, that, whereas, I, the
undersigned, ROBERT M. MUMMA, 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 aforesaid; and
WHEREAS, I now desire to make certain changes therein and
modifications thereof and additions thereto.
NOW, THEREFORE, I, ROBERT M. MUMMA, being of sound mind
and memory, do make, publish and declare this my First Codicil
to my 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, 1982, and substitute in
its place the following paragraph numbered Fifteenth as if said
paragraph had been fully set forth therein:
FIFTEENTH: I do hereby nominate, constitute
and appoint my wife, BARBARA McK. MUMMA, and my
daughter, LISA M. MUMMA, now LISA M. MORGAN, to be
the co-Executrices of this my Last Will and Testa-
ment. In the event that my wife, BARBARA McK. MUMMA,
or my daughter, LISA M. MORGAN, should renounce 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
daughter, BARBARA M. McCLURE, shall be the successor
co-Executrix of this my Last Will and Testament, and
as such 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-named
co-Executrices (original or successor) to serve in
such capacity, the third, the survivor of the three,
shall serve as a sole Executrix of ~his my Last Will
and Testament, however, in the event that all three
6J---
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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 BANK 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 rights.
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.
MORGAN, to be the co-Trustees of both of the trusts
established by me in paragraphs Seventh and Eighth,
to administer said trusts as directed by my Last Will
and Testament. In the event my daughter, LISA M.
MORGAN, should renounce this office as Trustee, re-
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.
MUMMA, in both of the trusts herein created. Upon
the failure. for any reason of my daugher, BARBARA 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 my wife, BARBARA McK.
MUMMA, in both of the trusts herein created.
AND, 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.
~IN WITNESS WHEREOF, I have hereunto set my hand and seal this
12. day of October. 1984.
~Q,.~~~. t..- -
Ro ert M. Mumma
.....
(SEAL)
~..
'I
SIGNED, 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 ewo (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:
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COURT OF CO~MON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
ORPHANS' COURT DIVISION
Estate of Robert M. Mumma, Deceased
No. 21-66-398
DISCLAIMER BY ROBERT M. MUMMA, II
WHEREAS, ROBERT M. MUMMA ("the Testator"), of the
Borough of Wormleysburg, County of Cumberland and Commonwealth of
Pennsylvania, died on April 12, 1986, leaving a last Will and
Testament dated May 19, 1982 with a Codicil thereto dated October
12, 1964 (hereinafter "the Will"); and
WHEREAS, the Testator was survived by his wife, BARBARA
McK. MUMMA, and all four of his children, ROBERT M. MUMMA, II,
BARBARA M. McCLURE, LINDA M. ROSS and LISA MUMMA MORGAN; and
WHEREAS, under Article SEVENTH of the Will, the
Testator bequeathed to his testamentary trustees an amount equal
to fifty percent (SO,) of his total gross estate to be held in
trust exclusively for the benefit of his said wife during her
lifetime; and
WHEREAS, in the fifth paragraph of said Article
SEVENTH, the Testator directed that upon the death of his said
wife, "the principal of this Trust, as it is then constituted,
shall be paid
over by my surviving trustee unto my children, ROBERT M.MoMMA,
II,
BARBARA M. McCLURE, LINDA M. ROSS and LISA M. MOMMA, free of .
trust, share and share alike, per stirpes and not per capita"J
and
WHEREAS, under Article EIGHTH of the Will, the Testator
gave his residuary estate to his testamentary trustees to be held
in trust exclusively for the benefit of his said wife during her
lifetime; and
WHEREAS, under the second paragraph of Article EIGHTH,
the testator directed that upon the death of his said wife, "the,
principal of this [residuary) trust, as it is then constituted,
...shall be paid over by my surviving trustee...unto my children,
ROBERT M. MUMMA, II, BARBARA M. McCLURE, LINDA M. ROSS and LISA
M. MUMMA, share and share alike, per stirpes and .not per capita";
and
WHEREAS, the undersigned, ROBERT M. MUMMA, II, wishes
to make a qualified disclaimer, within the meaning of Section
2516 of the Internal Revenue Code, of his entire interest in both
such trusts; and
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.
WHEREAS, ROBERT M. MUMMA, II has not accepted an
interest in either of such trusts nor any benefits therefrom;
NOW, THEREFORE, ROBERT M. MUMMA, II, for himself, his
successor~ and assigns, intending to be legally bound, does
hereby, pursuant to Section 6201 of the Pennsylvania Probate,
Estates and Fiduciary Code, absolutely, irrevocably and
unqualifiedly renounce and disclaim all right, title and interest
in and to the principal of the trust under Article SEVENTH of the
Will and the principal of the trust under Article EIGHTH of the
Will and ref~ses to accept any benefits whatever under said
Articles of the Will.
'''.d'''' C. (101
W:~\\
OB RT M. MU MA, II .
...
I
I
COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
ORPHANS' COURT DIVISION
No. of 19
ESTATE OF ROBERT M. MUMMA, Deceased
NOTICE OF PROCEEDING INVOLVING CHARITABLE GIFT
In Accordance with Local Rule 55
Notice is hereby given to the Attorney General of
the Commonwealth of Pennsylvania, Harrisburg, Pennsylvania,
that actions for Declaratory Judgment and Other Relief have
been filed by the Executors of the will of Robert M. Mumma,
deceased, in the Orphans' Court Division of the Court of
Common Pleas of Cumberland County, Pennsylvania. The
actions request the Court to construe the decedent's will to
permit the Executors to sell the shares of Nine Ninety Nine,
Inc. and Hummelstown Quarries, Inc. held by the Executors and
Trustees, and to submit any or all issues raised by a
nonse1ling shareholder to voluntary jUdicial arbitration in
the Court of Common Pleas of Cumberland County, Pennsylvania
or the Court of Common Pleas of Dauphin County, Pennsylvania.
Copies of decedent's will and said Petition are attached
hereto.
Decedent's will creates a Marital Trust and a
Residuary Trust for the benefit of his wife, Barbara McK.
Mumma, during her lifetime. Following her death, the will
directs that the remaining principal of the Trusts be
distributed to decedent's issue, per stirpes, or, if
)~?
. decedent has no then living issue, to the Polyclinic Medical
Center of Harrisburg, Pennsylvania. Decedent has four
children, Robert M. Mumma, II (age 42), Barbara M. McClure
(age 40), Linda M. Roth (age 38) and Lisa M. Morgan (age 28),
whom collectively have eight children. Robert M. Mumma, II
disclaimed his interest under decedent's will and his
children, Robert M. Mumma, III (born 5/12/82) and Susan Mann
Mumma (born 6/19/87) will receive the shares of the Trusts
which would have otherwise been distributed to Robert.
The POlyclinic Medical Center of Harrisburg,
Pennsylvania has a remote contingent interest in decedent's
estate. It is highly unlikely that the interest will ever
come into possession, as all of decedent's issue must
predecease his wife in order for the interest to vest.
The Executors of decedent's estate are:
Barbara McK. Mumma
Lisa M. Morgan
P.O. Box 3331
Harrisburg, PA, 17105
A copy of a summary of the terms of the sale is
enclosed for your information.
Very truly yours,
Joseph A. O'Connor, Jr.
Catherine M. Keating
MORGAN, LEWIS & BOCKIUS
2000 One Logan Square
Philadelphia, PA 19103
(215) 963-4884
-2-
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COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
ORPHANS' COURT DIVISION
, - 3'1[
No.91-\i00f'19
ESTATE OF ROBERT M. MUMMA, Deceased
AND NOW, this
DECREE
rrl
d- 1 day of
~~ , 19 lSf.
upon consideration of the annexed Petition, it is hereby
decreed that a citation is awarded, directed to Robert M.
Mumma, II, R.D. #1, Box 58, Bomansdale, PA 17008, to show
cause why a declaratory judgment and other relief should not
be ordered permitting the Executors of and Trustees under the
Will of Robert M. Mumma, deceased, to sell the Estate's
shares of Nine Ninety Nine, Inc. and Hummelstown Quarries,
Inc. and to submit any issues a nonselling shareholder may
raise in connection with the sale of his or her interest in
Nine Ninety Nine, Inc. and Hummelstown Quarries, Inc. to
voluntary judicial arbitration in the Court of Common Pleas
of Cumberland County, Pennsylvania or the Court of Common
Pleas of
Dauphin county, pennsylvania.
The citation is returnable ~ 1--(1 \ I 9' tCf c<-l: I.' P IV'. ..
A-f cJ I.. C~(..{ C~~.-<-V (wc"-''-4<--''''-fJ / C aA-t' d 4/0- ,
By the Court:
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ocr" 11 R "lr' 17.C.
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COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
ORPHANS' COURT DIVISION
No. of 19
ESTATE OF ROBERT M. MUMMA, Deceased
DECREE
""7rt~
AND NOW, this cr day of
~~ ,19150
upon consideration of the annexed Petition, it is hereby
decreed that a citation is awarded, directed to Barbara M.
McClure, 129 S. Lewisberry Road, Mechanicsburg, PA 17055, to
show cause why a declaratory judgment and other relief should
not be ordered permitting the Executors of and Trustees under
the will of Robert M. Mumma, deceased, to sell the Estate's
shares of Nine Ninety Nine, Inc. and Hummelstown Quarries,
Inc. and to submit any issues a nonselling shareholder may
raise in connection with the sale of his or her interest in
Nine Ninety Nine, Inc. and Hummelstown Quarries, Inc. to
voluntary judicial arbitration in the Court of Common Pleas
of Cumberland County, Pennsylvania or the Court of Common
Pleas of Dauphin County, pennsylvania.
C u '- Y'<..'~ I'Zvu~'f\
The citation is {eturnable ~ 1-.0'1 /c1Y'cl ,ev:t- C eN-,,)
1-( c. I . ~"'-'~\ C i'-"-"'~ C.CI A..-~ Co..--P ( .) I.-{ p.\
I \J J I ^
By the Court:
l~~( (-== . ~y
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ecc~ 118 PICt 17~
.
COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
ORPHANS' COURT DIVISION
No. of 19
ESTATE OF ROBERT M. MUMMA, Deceased
DECREE
AND NOW, this d>7t1-f day of \lo--t....e..~/"--, 198- t
upon consideration of the annexed Petition, it is hereby
decreed that a citation is awarded, directed to Linda M.
Roth, 5104 Wessling Lane, Bethesda, MD 20814, to show cause
why a declaratory judgment and other relief should not be
ordered permitting the Executors of and Trustees under the
will of Robert M. Mumma, deceased, to sell the Estate's
shares of Nine Ninety Nine, Inc. and Humme1stown Quarries,
Inc. and to submit any issues a nonsel1ing shareholder may
raise in connection with the sale of his or her interest in
Nine Ninety Nine, Inc. and Hummelstown Quarries, Inc. to
voluntary judicial arbitration in the Court of Common Pleas
of Cumberland county, Pennsylvania or the Court of Common
Pleas of Dauphin County, Pennsylvania.
l U t,,/~....------
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CLA--i'-N~
is returnable ~ 'LCJ) tq Y<( c~ I . (' /V\ 'j
~'-_~ (u~-h'-:;;;:' { I CaAJlrJ i-~/ pc'\..
By the Court:
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J.
The citation
1$.3 BeCK 118 P,'Cf 176
COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
ORPHANS' COURT DIVISION
No. of 19
ESTATE OF ROBERT M. MUMMA, Deceased
PETITION FOR CITATION TO SHOW CAUSE WHY A
DECLARATORY JUDGMENT SHOULD NOT BE ISSUED UNDER
42 Pa.C.S. !i 7533 AND OTHER RELIEF SHOULD NOT BE
ORDERED UNDER 20 Pa.C.S. Subch. 33C and ~ 7133
The Petition of Barbara McK. Mumma and Lisa M.
Morgan, Executors of and Trustees under the will of Robert M.
Mumma, deceased, respectfully requests that a citation be
awarded, directed to Robert M. Mumma, II, R.D. #1, Box 58,
Bomansdale, PA 17008, Barbara M. McClure, 129 S. Lewisberry
Road, Mechanicsburg, PA 17055 and Linda M. Roth, 5104 Wessling
Lane, Bethesda, MD 20814, to show cause why a declaratory
judgment and other relief should not be ordered permitting them
to sell the Estate's shares of Nine Ninety Nine, Inc. and
Hummelstown Quarries, Inc. and to submit any issues a
nonselling shareholder may raise in connection with the sale of
his or her interest in Nine Ninety Nine, Inc. and Hummelstown
Quarries, Inc. to voluntary judicial arbitration in the Court
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of Common Pleas of Cumberland County, Pennsylvania or the Court
of Common Pleas of Dauphin County, Pennsylvania.
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Barbara McK. Mumma
~~~~
. Zeiter
. O'Connor, Jr.
Attorneys for Petitioners
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IN THE COURT OF COM~ON PLEAS OF
CUMBSRLAND COUNTY, PENNSYLVANIA,
ORPHANS' COURT DIVISION
ESTATE OF ROBERT M. MUMMA,
DECEASED.
NO. 21-86-398
CITATION
WE COMMAND, you that lay'ng aside all business and excuses
w1.la, soever, you be ared appecr in your proper person before the
Honorable Judges of the Com'10n Pleas Court, Orphans' Court
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Di~ision at a session of the said Court there to be held, for
the CmJnty of Cumberland to shm^l cause why a declaratory judgment
and other relief should not be ordered permitting the Executors of
and Trustees under the Will of Robert M.Mumma, deceased, to sell
the Estate's shares of Nine Ninety Nine, Inc. and Hummelstown
Quarries, Inc. and to submit any issues a nonselling shareholder
may raise in connection with the sale of his or her interest in
Nine Ninety Nine, Inc. and Hummelstown Quarries, Inc. to voluntary
judicial arbitr~tion in the Court of Common Pleas of Cumberland
County, pennsylvania or the Court of Common Pleas of Dauphin
County, pennsylvania.
The c'tation is returnable Jan. 20, 1989 at l:P.M. Courtroom
No. I, '~_lmberland County Courthouse, Carlisle,Pa.
Witness my hand and official seal of office at Carlisle,
Pennslvania this 27th day of DecembQr, 1988.
<~~r~4 L:w~L~~r1~
Clerk of Orphans' Court
Cumberland County
Carilsle,Penna.
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