HomeMy WebLinkAbout08-31-06
IN THE MATTER OF
THE ESTATE OF
THOMAS J. SCHAEDLER, JR.,
DECEASED
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
ORPHANS' COURT DIVISION
No. 2005-01067
RECEIPT, RELEASE, REFUNDING AND INDEMNITY AGREEMENT
FOR DISTRIBUTION OF SYD STOCK AND DIVIDENDS FROM ESTATE
THIS AGREEMENT, made this 22nd day of August, 2006,
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THE CIRCUMSTANCES leading up to the execution of this Agreement are;al~ws~-)
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1. Thomas J. Schaedler, Jr. (the "Decedent"), late of East Pennsboro TO~, iJ
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Cumberland Coumy, Pennsylvania. died testate on November 27,2005. The Deced~~f^~'as "J
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survived by his wife and by two daughters, one of whom is Elizabeth Ann Schaedler (the
"Legatee").
2. On December 9.2005, the Register of Wills of Cumberland County,
Pennsylvania. issued Letters Testamentary to the Decedent's widow, Rosemary A. Schaedler
(the "Executor").
3. The Decedent's Last Will and Testament, dated November 27,2005 (the "Will")
provides the following demonstrative legacy for the Legatee (the "Legacy"):
ITEM V:
Schaedler- Yesco Distribution, Inc. Stock.
(a) Bequest to Elizabeth Ann Schaedler. I give and bequeath to my daughter
ELIZABETH ANN SCHAEDLER, if she survives me, an amount of my
shares of Schaedler- Yesco Distribution, Inc. (the "SYD Shares") having an
aggregate fair market value of One Million Dollars ($1,001),000), with the
number and value of the SYD Shares to be based upon the value of such stock
as finally determined for federal estate tax purposes in connection with the
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administration of my estate. The Executor's determination of the number of
SYD Shares passing under this Item V, based upon final federal estate tax
value of SYD Shares, shall be conclusive and binding upon all persons and for
all purposes.
4. Empire Valuation Consultants, LLC has determined that shares of Schaedler-
Yesco Distribution. Inc.(SYD) had a fair market value of $167 per share as of December 31,
2005. The Executor intends to use this per-share value on the Decedent's federal estate tax
return. The Legatee and the Executor are willing to use this per-share value for purposes of
dctermining the number of SYD shares comprising the Legacy. Accordingly, and based upon
such appraised vcJue. the Legatee and the Executor have agreed that the Legacy shall be
comprised of 5,9X8.024 shares of SYD stock, to reach the statcd fair market value of $1 ,000,000.
5. SYD has paid three (3) cash dividends to the Estate of Thomas 1. Schaedler, Jr.
(the "Estate") since the Decedent's death. Those dividends total $70,755.00. Based on the
5988.24 SYD shares comprising the Legacy, the Legatee is also entitled under 20 Pa.C.S.
S3543(c) to receive the sum of$48.724.98 for post-mortem dividends attributable to the Legacy.
6. The Executor has not yet filed the Decedent's federal estate tax return (Form
706). Therefore, the final Form 706 value of the Legacy has not yet been determined with
certainty. The Executor has cautioned the Legatee that it may be necessary to adjust the number
of SYD shares comprising the Legacy if the reported value, per share, is changed by the Internal
Revenue Service.
7. The Executor is willing to make the aforesaid distributions of cash and SYD stock
to the Legatee in consideration of the refunding and indemnification provisions hereinafter set
forth.
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NOW THEREFORE, in consideration of the foregoing, and intending to be legally bound
hereby, the Legatee, for herself, her heirs. personal representative, successors, and assigns,
hereby does as follows:
A. Represents and warrants that she has read and understands this Agreement and
confirms that the facts set forth above are true and correct, to the best of her
knowledge, information and belief.
B. The Legatee absolutely and irrevocable remises, releases, quit-claims and forever
discharges the Executor, including her personal representatives and successors, of
i:Jd hum any ,md all ~:crjons, paYlilents, accounts, reckonings, iiabiiities, claims
and demands relating in any way to the Legacy, including post-mortem dividends.
C. Acknowledges receipt of 5,988.024 shares of SYD stock, in full and complete
satisfaction of the Legacy, whether under the Will or otherwise.
D. Acknowledges receipt of the sum of $48,724.98 for post-mortem dividends
attributable to the Legacy.
E. Agrees to refund, on demand, all or any part of the Legacy, including the post-
mortem dividends thereon, which has been determined by the Executor, or by the
Orphans' Division of the Court of Common Pleas of Cumberland County.
Pennsylvania (the "Court"), or by any other court of competent jurisdiction to
have been improperly made.
F. Tel the extent of the aforesaid distributions to the Legatee, she agrees to indemnify
and hold harmless the Executor, and the Executor's attorneys, agents, employees,
predecessors, successors and assigns, from and against any and all claims, loss,
liability or damage that may hereafter be asserted against the Executor, with
respect to the matters set forth in this Agreement.
G. Acknowledges that this Agreement shall be governed by and cOllstrued :n
accordance with the laws of the Commonwealth of Pennsylvania.
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H. Cunsents to the Court exercising personal jurisdiction over her in any suit or
acjon arising out of the enforcement in any suit or action arising out of the
enforcement of this Agreement.
IN WITNESS WHEREOF, the Legatee has hereunto set her hand and seal to this
Agreement as of date first above written.
"Legatee"
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Witness
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COMMONWEALTH OF PENNSYLVANIA
SS.
COUNTY OF
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On this. the
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o day of
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2006, before me. the undersigned
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officer, personally appeared ELIZABETH ANN SCHAEDLER, known to me, (or satisfactorily
proven) to be the person whose name is subscribed to the within instrument, and acknowledged
that she executed the same as her free and voluntary act for the purposes therein contained.
IN WITNESS WHEREOF, I hereunder set my hand and official seal.
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Notary Public -
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