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HomeMy WebLinkAbout12-29-88 . 0-\ COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION ,;1/ -lib - 3'1& No.Cli 1~ ESTATE OF ROBERT M. MUMMA, Deceased AND NOW, this DECREE ",::, rfl ,r.., day of D-e-~ , 198'y-', Ro~~ r-/"\. upon consideration of the annexed Petition, F n..Q \\ \ Esef-- , , is hereby appointed Guardian ad Litem for the minor persons interested in the estate of Robert M. Mumma, deceased, with authorization to represent said minor persons in all matters related to the sale of Nine Ninety-Nine, Inc. and Hurnmelstown Quarries, Inc. and the actions for Declaratory Judgment and Other Relief pertaining thereto, which actions are now pending before this Court, and in any further or other proceedings in the Court of Common Pleas of Cumberland county or the Court of Common Pleas of Dauphin County, pennsylvania relating to or arising out of such matters. Court: -<... " t-:: . .-<-v J. IS BOCK 118 PM~E 190 r: COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION No. of 19 ESTATE OF ROBERT M. MUMMA, Deceased PETITION FOR APPOINTMENT OF GUARDIAN AD LITEM To the Honorable Judges of said Court: The Petition of Barbara MeR. Mumma and Lisa M. Morgan, Executors of and Trustees under the will of Robert M. Mumma, deceased, 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 MeR. Mumma, during her lifetime, a Marital Trust under Article SEVENTH and a Residuary Trust under Article EIGHTH. eCCK U8 WE 1E3.t )$ 5 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 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: /$~7 -2- BOCK 118 PI,Gf 185 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% distribution of the voting power. The ownership of the equity in 999 approximates the 7. 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% 8. 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 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. -3- )~Ci BeCK 11S pm 18G 9. 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. 10. 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 "other selling shareholders") have likewise agreed to the sale of 999 and Hummelstown and to sell their stock to Buyer. 11. 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 agree to the sale to Buyer and will not join the Estate and the other selling shareholders in selling his or her stock to Buyer. 12. 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 -4- I C:. ) BOCK 118 P^GE 187 nonselling shareholder wishes to raise in connection with the sale of his or her interest in 999 and Hummelstown to Buyer. 13. Petitioners have filed contemporaneously herewith actions for Declaratory Judgment and Other Relief asking this Court to construe Article THIRTEENTH of decedent's will to find that it does not bar them from selling the Estate's shares of 999 and Hummelstown to Buyer and to authorize the Estate to submit any issues which a nonselling shareholder may wish to raise in connection with the sale of his or her interest in 999 or Hummelstown to voluntary judicial arbitration in the Court of Common Pleas of Cumberland County, Pennsylvania, or the Court of Common Pleas of Dauphin County, Pennsylvania, pursuant to 42 Pa.C.S. ~ 7362. WHEREFORE, Petitioners respectfully request the Court to appoint, pursuant to supreme Court Orphans' Court Rule 12.4, a Guardian ad Litem to represent the interests of Robert M. Mumma, III and Susan Mann Mumma, the minors interested in the estate of Robert M. Mumma, deceased, with authorization to represent said minors in all matters relating to the sale of 999 and Hummelstown and the actions for Declaratory Judgment and Other Relief pertaining thereto, which actions are now pending before this Court and in any further or other proceedings in the Court of Common Pleas of Cumberland county -5- ,.' / ,.. I iO Beer. 1-1 r> .L~ Pt,GE 188 . or the Court of Common Pleas of Dauphin County, Pennsylvania relating to or arising out of such matters. Respectfully submitted, ~)~"<u JncA ,L~~ Barbara McK. Mumma ~rf. ~g7{~cvJ wil iam E. zeiter Jo$eph . O'Connor, Jr. MO , LEWIS & BOCKIUS 2000 One Logan Square Philadelphia, PA 19103 Attorneys for Petitioners rCG~ 11 2 PI,cE lSD )C:;3 -6- " . . ~ '. . .. ., ,. .. ~ .~\ ~.. '\~ , \ 9 . J. " .~ - I i '-_':' I t. Ii. f; f.' '. ' , \ ...~.... . /,' ~ ~ '" ......,.." ~ !. .'~ ~,~;.. t:.... '-t . ~. ",,' ',,, . ,t", :",: /'''\' I .... \ \ ... .~. . \' . '';.: l ~ '. I.' l ~ : " .; . , ~'\' r :..~ l \~ . ' , : .. . \ ,. .. ~ -..,. w""'': (, ." ""'- '\ . . } .....~.'\.\: . J. ) ... ~ .. WHEREAS, on the ~~. . . -..- REGIS fER"FWiJJLS Certifica.e of Gml'l~ of Letters No. 21 - 86 - 398 ESTATE OF ROBERT M. MUMMA Social security No. 195 - 07 - 1889 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 M, MUMMA late of ,iORMLEYSBURG , 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 CUMBERLAND . in the Commonwealth of Pennsylvania, in and for t!le County of hereby cenify t!lat I 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 aa:ording to law. all of w!lich fully appears of record in my Office at CARLISLE _ Pennsylvania. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal of my Office the 5TH day of liPS" . 19....8.L. JUNE ~~ a. /.~~~~J R~LSr" of W,IIJ MARY C. LEWIS . - --------~-- . . . . LAST WILL AND TESTA.~NT OF ROBERT M. MUl1MA , I, ROBERT M. ~DMA, of the Borough of Wormleysburg, County of Cumberland and Commonwealth of Pennsylvania, being of sound and dis- posing mL,d 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 ~ernetual 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 ~,d 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 beneficia~ or beneficiaries named herein. My Executors may, in . their discretion, arrange for extension of time for the paycent 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. NUMUA. 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. MUl1MA, 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. TO BE A TRUE AND ~=~py OF THE ORIGINAL ~ A~_tM Plaintiffs !&,(" '. SIXTH: I give and bequeath unto my wife, BARBARA MclC 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 alIlong 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 nallled, 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 alIlount 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 Nevertheles.s, 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 - v j/ '7 c....:.> .. 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 arrJ 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 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. MJJMMA, 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 "residuary estate"), J. 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 / ... 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 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 nowers and in all matter~ 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 - v / t., 'I NINTH: I give and grant unto my trus tees, 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 man."1er 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 ) 76 . . " (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 t~~stees, 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 trus tees shall have authori ty to acquire by purchase, gift or otherwise, and to resell, receive, hold, aanage and control real estate, and any other interest therein, subject to the Trusts, and do all things necessary or proper in the performance 'of such functions, (6) To invest, and from time to time to reinvest, to acquire, a.,d 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 bonds, mortgages, debentures, notes, unsecured obligations, wasting assets, or investments which are unproductive, overproductive or underproductive as in their discretion thay t:l::1Y deem advisable, and the total trust funds or the relation it ~y bear to the type or character of other investments in the trust estates, or to the effect in the trust estates and they shall not be restricted ~ 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 herain. .. (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 payment of, reduce, extand, modify, settle or liquidate any lien, encumbrance, mortgage, or other charge against any real estate or other property which may be subject to these Trus ts. The trus tees 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 o! tha mortgagee or mortgagees, to refund, replace, extend or otherwise aoend 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 trust herein created, either in money or in kind, or partly in'money and partly in kind. The judgment of the trustees as to what shall constitute an equitable distribution or apportionment shall be binding and conclusive upon the beneficiaries hereof. Nothing herein contained, however, shall ec?o~'er the trustaes to mal,e distribution before the time or times specified herein. _ 6 _ ~ I '/ I . , -.--.-- ", (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 carry on 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 ~ I t:~ . - 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, pTincipal 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 heTeunder at the time the designated beneficiaTies aTe entitled to take the same under the terms of this instrument. ELEVENTH: I hereby direct that my Executors, trustees, or any successoT, 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 ~orpus 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 prOPer~, 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-~ /73 . " 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 illllllediate 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 I 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- ~ /l"l 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 an~ 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 TRU~T 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. I!J ~N WITNESS WHEREOF. I have hereunto set my hand and seal this day of May, A.D., 1982, at the end hereof. f?-~~ ..~?\( .10\.-. ~~. - .' ~SEAL) 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 w:7esses: -....f!"~~ :;Y -"'N. -(i."u<,/u:. /; Name ..~~~ Adi!n~~tJUt;'. a am~\ , 7dI:ff#~ss / /ltY:zGr "" ~:~td, '{'It "'!'~~f .4' Name A ress /. /7$- --- FIRST CODICIL TO LAST WILL AND TEStAMENT OF ROBERT M. MUMMA KllOW ALL MEN BY THESE PRESENTS, that, whereas, I, the undersigned, ROBERT M. MUMMA, of the Borough of Wormleysburg, County of Cumberland and C01lllDOnwealth 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, BARllARA 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 ~ ) 7J:, of my individual co-Executrices shall be for any reason ~able 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, aARBARA 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 ~able 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 Kay 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 ,~ day of October, 1984. QI'\.~~~."'" . - ~o ert M. Mumma -(SEAL) ) 77 \ . - .~ ./ ",<' , 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: 4.~~~,-- Name ~IJ/A.L€. 1081 ~ V ~~;,~t2~ hA ..,- ame // - , I? ~..(..<--~, y~. Address .)~fj"'~ ,~. Address . . ~~ Ad ress '.<<J '7' J7g ~. t'l .... C'tl(J:&~:at'l I:"' CIl CIl t'lt'lc:O OCll t'l t-3 CIl (JZ3:~t-3to"'; t-3 n > c: t'lZlIl t'lt'l)' >-3 (") ... >-3 t'l )'CIlt'l1:"' :a...; t'l \1~ "' t'l C CIlo<:at'lO"';t'l :tl ~,,=:: t'll:"'~o<"l CIl =15 0"'> Z 0 C< CIl 3:0 . " 0 Z )' Z to . "l ...; s. ...e:ll:l . .. ZCc: t'l . ~ ...'" ."a. z....-< .... :tl 3: CIl !!]"'"' '" '"' >(JCl c: >-3 a s g~("j .... c: 0 ~ ~ '< ,,~. Z c: ii:r~t- I t'l Z t'l : >- >-3 Z ii zJ:~ CD U1 0< t-3 ~i ~=~ '" . > :a <::~ ~ Cii I .... 0< \D ... .... CD \D '" CD / 70' I;'! -- 181 . . COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION Estate of Robert M. Mumma, Deceased No. 21-86-398 DISCLAIMER BY ROBERr M. MOMMA, It WHEREAS, ROBERT M. MUMMA (Wthe TestatorW), of the Borough of WOtmleysburg, 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 Wthe WillW), and WHEREAS, the Testator was survived by his wife, BARBARA McX. MUMMA, and all four of his children, ROBERT M. MUMMA, II, BARBARA M. McCLURE, LINDA M. ROSS and LISA MOMMA MORGANl and WHEREAS, under Article SEVENTH of the Will, the Testator bequeathed to his testamentary trustee. an amount equal to fifty percent (50') of his total gro.s 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 Te.tator directed that upon the death of hi. said wife, Wthe principal of this Trust, .s it is then constitut.d, Shall b. paid . over by .y surviving trust.e unto .y children, ROBERr M. MOMMA, II, . . BARBARA M. MCCLURE, LINDA M. ROSS and LISA M. MOMMA, free of trust, share and shar. alike, per stirpes and not per c.pita-, and. WHEREAS, under Article EIGHTH of tbe Will, the Testator g.v. bis residuary estate to hi. testa..ntary truste.s to be beld in trust exclu.ively for the benefit of bi. said wife during ber lif.time, and WHEREAS, under tbe second paragrapb of Article EIGHTH, the te.tator directed that upon the deatb of bis said wife, -the principal of tbis [residu.ry] trust, a. it i. tben constituted, ....h.ll be paid ov.r by my surviving tru.te....unto my children, ROB ERr M. MOMMA, II, BARBARA M. McCLURE, LINDA M. ROSS and LISA M. MUMMA, share .nd share alike, p.r stirpes and not per capitaw, and WHBREAS, the undersigned, ROBBRr M. MOMMA. II. wishes to make a qualified disclaimer, within the ..aning of Section 2518 of the Internal Revenue Code, of his entire interest in both such trusts, and ) PI ~-'~__.","_w..__.:.... .d 1". - - "'J,':ii';'~f"',i&.af'..J'.;;;:J;:J~>."..;;;;;~..~ ~::;.'~" .... . f, WHEREAS, ROBERT M. MUMMA, II has not accepted an interest in either ot such trusts nor any benefits theretrom, NOW, THEREFORE, ROBERT M. MUMMA, II, for himself, his successor~ and assi9ns, intendin9 to be le9ally bound, does hereby, pursuant to Section 6201 ot the Pennsylvania Probate, Estates and Fiduciary Code, absOlutely, irrevocably and unqualitiedly renounce and disclaim all ri9ht, title and interest in and to the principal ot the trust under Article SEVENTH ot the Will and the principal of the trust under Article EIGHTH of the Will and retqses to accept any benetits whatever under said Articles ot the Will. ..to..". C. 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