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HomeMy WebLinkAbout02-17-04 .. .. F:\FILESIDA T AFlLE\EST A TES\I 0688-1. factualstipulation.revised2(word) Created: 1/27/04 9:33AM Revised: 2/17/04 9:35AM ESTATE OF LOY T. HEMPT Deceased IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DNISION TRUST CREATED UNDER ITEM FIFTH OF THE WILL OF LOY T. HEMPT: NO. 21-77-231 STIPULATIONS OF FACT 1. Loy T. Hempt died on March 19, 1977. 2. Loy T. Hempt's Will dated December 8, 1964 and Codicil dated December 12, 1969 were duly probated in Cumberland County, Pennsylvania. True and correct copies of his Will and Codicil are attached as Exhibits A and B. 3. Loy T. Hempt's Codicil appointed Max C. Hempt and Margaret Hempt as trustees of the residuary trust created under Item Fifth of his Will. 4. Loy T. Hempt had no issue. Loy T. Hempt had four siblings: George L. Hempt, J. Forrest Hempt, Grace Hempt and Marion Hempt Kalbach. Only Loy T. Hempt's siblings George L. Hempt and Marion Hempt Kalbach had issue who survived Loy T. Hempt. 5. Margaret Hempt was Loy T. Hempt's wife. She died on September 4, 1988. 6. George L. Hempt died on September 8, 1942 survived by his three children: Jean D. Hempt, Max Hempt and Dorothy Mark (a.k.a. Dorothy Hempt). 7. Jean Doris Hempt was born on January 24, 1927. Since 1937 she has been a resident at The Woods Schools and Residential Treatment Center, Langhorne, Pennsylvania, a private facility for disabled persons. Jean Doris Hempt is unmarried and has no children. Her parents are deceased. 8. Max C. Hempt died on May 23, 1999, survived by his four children: Gerald L. Hempt, George F. Hempt, Martha Blair and Marian H. Semoff, all of whom are now living. 9. Dorothy Mark died on June 15, 1995, survived by her three children: W. Robert Mark, Forrest Mark and Steven Mark, all of whom are now living. 10. Marian Hempt Kalbach, deceased, is survived by her one child, Robert Kalbach, who is now living. Robert Kalbach has two children, Robert Kalbach, Jr. and Richard Kalbach, who are now living. ~ . 11. After Margaret Hempt died in 1988, Dorothy Mark became the successor co-trustee of the Loy T. Hempt residuary trust pursuant to Loy T. Hempt's Codicil. 12. When Dorothy Mark died in 1995, Max C. Hempt became the sole trustee of the Loy T. Hempt residuary trust. 13. By Final Decree of the Court of Common Pleas of Cumberland County, Pennsylvania dated March 8, 1985, Jean Doris Hempt was adjudicated an incompetent and Max C. Hempt and Dorothy Mark were appointed guardians of her estate. 14. By Final Decree of the Court of Common Pleas of Cumberland County, Pennsylvania, dated May 10, 1990, Max C. Hempt and Dorothy Mark were appointed guardians of the person of Jean Doris Hempt. 15. If Jean Doris Hempt dies survived by all her now-living relatives, her intestate heirs would be the surviving children of Max Hempt and Dorothy Mark, each of whom would receive one-seventh of her estate. These seven heirs are: Issue of Max Hempt Issue of Dorothy Mark George F. Hempt Gerald L. Hempt Marian H. Semoff Martha Bair w. Robert Mark Forrest H. Mark Steven E. Mark 16. Gerald L. Hempt and George F. Hempt filed a "Petition for Appointment of Successor Co-Trustee and Successor Co-Guardian of Estate and Person" in the Court of Common Pleas of Cumberland County on or about May 18, 2001. This petition sought to have George F. Hempt appointed as co-guardian (with Gerald L. Hempt) of the estate and of the person of Jean Doris Hempt and to have George F. Hempt appointed as co-trustee (with Gerald L. Hempt) of the Loy T. Hempt residuary trust. A true and correct copy of that Petition is attached as Exhibit C. Proceedings regarding this Petition have been stayed by agreement of the parties. 17. Hempt Brothers, Inc. is a closely owned family business. As of April 1, 2002 its stock was owned as follows: Jean Hempt Guardianship Trust of Max C. Hempt for Martha D. Hempt Gerald L. Hempt George F. Hempt Max J. Hempt Loy T. Hempt Residuary Trust Total 1,547 shares 3,503 shares 1,417.5 shares 777.5 shares 640 shares 2.123 shares 10,008 shares 2 ~ .,.. 18. Both Gerald L. Hempt and George F. Hempt are and for many years have been officers of Hempt Brothers, Inc. and actively involved in the management and operation of Hempt Brothers, Inc. 19. C.A. Hempt Estate, Inc. is a closely owned family business. As of April 1, 2002 its stock was owned as follows: Jean Hempt Guardianship Robert Kalbach Trust of Max C. Hempt for Martha D. Hempt Gerald L. Hempt George F. Hempt W. Robert Mark Forrest Mark Steven Mark Loy T. Hempt Residuary Trust Total 2,000 shares 6,000 shares 2,000 shares 3,000 shares 3,000 shares 667 shares 667 shares 666 shares 6.000 shares 24,000 shares 20. Valley Land Company is a closely owned family business. As of April 1, 2002 its stock was owned as follows: Loy T. Hempt Residuary Trust Gerald L. Hempt Total 89 shares 11 shares 100 shares 21. Gerald L. Hempt received and relied upon the advice of legal counsel, Robert L. Freedman, Esquire, in dividing the Loy T. Hempt residuary trust into three trusts. ~&- Dated J..~\I Ivo V. Otto, III, Esquire Attorney ill # 27763 Martson Deardorff Williams & Otto 10 East High Street Carlisle, P A 17013 ~~t~ Daniel L. Sullivan, Esquire Attorney ill # 34548 Mette, Evans & Woodside 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 ,2004 Dated d 1 \/ ~ C)... /U.P R ~1 tJfl.J~~At< ~<>\ R Z...\'f!J' U 3 ,2004 EXHIBIT A .. )l. I, LaY T. nE'IPT, of Nec~anicsburg, Cu:J.berland County, ?ennsylVa..'lia, make this o.y ...:111, l~ereby revoking :lil prior wills and codicils. FI~ST: I desire that my body be cremated and that my remains be disposed of without a funeral. SECOND: I be~ueath my automobiles and all my articles of personal .and household use, e~uip~ent and ornament, together wit~ all policies of L~surance thereon, to my vife, Margaret, if she survives me. THIRD: I bequeath the sum of. One Thousa.'"ld ($1,000.00) Dollars to VirgL~ia Bric~er, now of North Second Street, Harrisburg, Pennsylvania, if she survives nee FOURTH: I bequeath the sum of T.,;o Hundred Thousar.d (~200,OOO.OO) Dollars to ~y tr~staes hereinafter named, L~ trust as !ollovs: (1) Trustees shall pay the Det 1r.co:::e ~"'"J.ally or =ore f're-:;:i.lently to ny ,rife, :.!ar~aret, for life. (2) Trustees shall tr~~sfer' to my wife, free of all trusts, suc~ parts or all of the prL'1.cipal as she nay fro~ ti:::e to t~e request L." ~Titing. (3) Trustees are authorize~ to pay to or e~end directly for the benefit of my wife such parts or all of the principal as t~ey ~a7 deter~1ne in their sole and absolute discretion to provide for her care, support and welfare. (4) Upon my wife's death, trustees shall tr&nsfer any re~a~ling prL'1.cipal to such one or ~ore appoL."tees (L'1.cludiug, v;ithout l~it~tion, her estate), in such a~ounts, for suc~ estates, or upon such trusts as she may appoL'1.t ...-.- .,.... ._.._ __"'0-'- _._.__ ...-" --.--.. - . .. .t ~ by specific reference to this power in her will. To the extent my w~fe fails to exercise effectively her po~er of appoint~ent, trustees sh~ll pay to her estate or to the tax authorities, an aI:lount e~ual to any increase in estate, inherita.'1.ce and other death ta.~es, and interest and penalties thereon, payable because of the inclusion of the prL'1.cipal of this trust in her estate for tax pu}"poses. The principal re!:taL'1.ing after such pa~lent shall be added to the princi?ai of tne trust created in Item FIFTJ hereo . (5) In the event that assets of my estate are alloc~ted to this trust in kind, such assets shall be valued as of the date of distribution of said assets to this trust. If any unproductive property is allocated to this trust, my wife, ~argaret, shall have the pOwer to re~uire that trustees either ~ake the property productive or dispose of it and re~'1.vest the proceeds in product~ve property ...... . or;;.I~....nl..o.~ a reaso~able ttme. FE'!' F. : I devise a.'1.d beq~eath all the rest of =7 estate, of ~tatever kL'1.d and ~herever situate, to ~7 trustees nereinafter n~ed, L'1. trust as follows: (1) DurL'1.g such t~e as either or both of ~y ~~fe, Margaret, ~'1.d ~7 niece, Jean aeopt, are living, trustees shall pay to or ezpend directly for the benefit of either or both of =Y wife ar.d oy niece such parts or all or none of the net ll1come a.'1.d principal as trustees !:lay deter::!ine L'1. their sole and absolute discretion, to provide for their care, support and welfare, provided that no pr~cipal shall be paid to or used for ~7 ~ife so long as a.'1.y principal re~ains in tr~st under Item FOu~Ta hereof. -2- ,. -- (2) Upon the death of the survivor of ~y ~ife, Margaret, and ~y niece, Je~~ Hampt, or upon my death if both my wife and niece predecease me, trustees shall transfer the reoaining prL~cipal as follows: (a) Forty per cent (40%) thereof to my nephew, Hax Hempt, if he is then livL~g, but if he is the~ dead, to his then living issue, per stir~es. (b) Forty per cent (40%) thereof to my niece, Dorothy Mark, if she is then livL~g but if she is then dead, to her then livL~g issue, per stirpes. (0) Twenty per cent (20%) the=eof to '::11 nephew, Robert iCalbach, if he is then livi..~g, but if he is the~ dead, to his then llvL~g issue, per stirpes. (d) If any of the abcve n~ed beneficiaries ~~der this Item FIFTF. Paragr~ph (~) snaIl not be livL~g at the t~e above set forth for distribution of the prL~cipal of this trust, leaving no issue survivL~g h~, the share of pr~cipal to which such benefic~ary or his issue would have been entitled, if liv~g, shall be transferred to the other livL~g beneficiaries ~~der this Item FIFTH Paragra~h (2), in proportion to their respective ~~terests in ~y estate. SIXTH: Any principal or income to which a minor becozes entitled absolutely under my ~~l may nevertheless be retained by oy trustees durL~g the minority of the beneficiarl, and L~co=e ~ay be acc~ulated and L~vested in accordance ~ith the invest::ent ;lo\:ars i:.ereL~after given mr fiduciaries. Hy trustees, havL~g resard for the mL~or's assets and resources, may apply such part or all of the L~come and principal as they, in th~ir sole discretion, oay deter=L~e, for the education, cainten~~ce and -3- . ~ welfare of the ~inor, either by the pcy:ent of bills therefor, or by pay:ent to such persons as they :I:ay select. My trustees shall distribute the remaulL~g balance of principal and accu=ulated income to such beneficiary absolutely at age t./enty-one. SEV~rT::: No principal or inco=.e of :::.y estate shall be li~ble for any debt, contract or engage~ent of any beneficiary, nor liable to any legal process, nor su~ject to assig~ent, transfer or ~~ticipatio~; provided, ho~ever, that any beneficiary ina7 disclaim and renounce any part or all of his interest L~ ~y estate, or assign any part or all of his interest in my estate to one or more of his or my descend~~ts. EIGHTH: All estate, L~~erit~~ce or other death taxes ~~d any interest ~~d penalties thereon ~posed by reason of ~y deata ~ith respect to ~~y property or interests L~ property, ~hether passL~g ~~der oy ~nll or not, shall be paid out of the prL~cipal of ~y residuar/ estate. Taxes on future ~terest ~ay be prepaid L~ the discretion of ~y executors. . NINTH: I give oy fiduciaries the following discretionary powers during the administration and until the coopletion of distribution of my estate and of the trusts created, to be e~ercisable in ajdition to any authority given by law and witr.ou~ court approval: (a) To retain and invest in all. for:s of real or personal property, includL~g stock and co~on trust fu.~ds of =y corporate fidUCiary, if any, without beL~g limited to "legal L~vest::!lents.n , -4- .- ).. (b) To joL~ in any ~erger, consolidation, reorganiz~tion, votL~g trust plan or other concerte action of investcent holders and to delegate discretionary powers or duties with respect thereto. (c) To sell or exch~~ge, and to give options for sales or exch~~ges, or other~ise dispose or real or personal property, for any pur~ose, at public or private sale, for casn or credi~. (d) To lease, or to give options to lease, real or personal property, for ~~y period of t~e, irrespective of whether the ter~ of such lease shall e~ceed the period per~itted by law or the probable period of ar-y trust hereby created, a.~d to =ene..... or :3odif7 any such leases. (e) To rene~ notes or debts of mL~e, and to borrow ~oney for any ?urpose froo any person .or persons L~cludL~6 my corporate fiduciary, if any; to eXec~te pro~issorJ notes or other obligations for amoQ~ts so oor=owed7 and to secure the pa7~ent of any a~OQ~ts so borrowed by ~ortgage or pledge of a.~7 real or personal property. (f) To coopro~ise or settle cla~s by or agaL~st ~7 estate, wit~out obtaL~ing the consent of any beneficiary. (g) With the exception of property specifically devised or bequeathed, to make distribution in cash or i..~ ltind. (h) To apply directly any pa,~ent to whic~ any beneficiary shall be entitled hereunder for t~e ~aL~ten~~ce a.~d velfare of such benefiCiary, should such bene- ficiary by reason of illness or ar_y other cause, in the opir.ion of =y fiduciaries, be incapable of disbursL~g it. -5- ---- -------. .' .l. (i) To join with my wife or her estate in the filL~g of any federal inco~e tax return for any year for which I have not filed such return prior to my death, and to consent to any gifts made by her as beL~g ~ade one-half by me for gift tax purposesj and oy e):ecutors oay tal~e such action even though it may result in additional liabilities for ~y estate. ftny L~cooe or gift taxes due on such returns and any deficiencies, interest, penalties, or refunds thereon, shall be allocated between oy estate and my wife or her estate, or all to any of then, in such n~~~er as they may agree. (j) With respect to the trust under Item FIFTH hereof only, to make repairs, replacements, and inprove~ents, struc~~r~l or otherwise, of any real or personal .. property, and to charge the expense thereof to prL~cipal or inco~e, or partly to each, as they may deem pro~er. (k) So long as there is no corporate fiduciary,to e=ploy L~vest~ent co~sel and,with respect to th~ trust under Ita: !I~TE only, to allocate charges therefor to principal or incc=e, or to "oath ill such proportions as they dee= ~ise, without di~L~uti~n of co~~ensation otherwise properly payable t~ my fiduciaries. (1) So long as taere is no cor;orate fiduciary,to arrange for custodian and/or acco~~t1ng serv~ces, and, with rFspect to the trust under Ite~ FIFTH only, to allocate the c~arges therefor to pri=.cipal or income, or to both in such proportions as they deem wise, without d1mL~ution of c~~?ensation ot~er~ise ~roperly 9ayable to ~y fiduciaries. (n) To t:lal:e the elections now or ne~aafter per~itted oy the Internal Revenue Code with respect to the date for valuL~g the assets of ~y estate and with res~ect to -6_- ----- . _...~ --- ..-- - ------- -- r ~ ~. administr&tion and medical expenses as inco~e or estate tax de- ductions, without maki~g any compensating adjus~ents between _ principal and inccme and between beneficiaries or trusts in consequence of such elections. TBNTH: In addition to and not in l~ta- t10n of any other ~ow€rs give~ my fiduciaries by lav or by other provisions 'of this will, but subject to the rignt given my ~~fe in paragraph (5) of It~ FOURT~ to require trustees to convert unproductive property, I hereby make the follo~ng e:~ress pro- visions with respect to He:pt Erothers, Inc., and any successor corporation or corporations of t~s company, and I expressly autnorize my fiduciaries: (a) To retain, invest or reinvest in the stocks, bonds, debentures, notes or accounts of said com- pany ~~~~out regard to any principle of diversification, and whether or :lot sucl1. invest:::.ents would nor~ally be considered sui table invest,,~ents for fiduciaries. (b) To vote the stock in said co~pany in whatever na~~er ~y fiduciaries deem desirable, includ- ing the po~er to vote at corporate meetings by special, limited, or general proxy, and to enter into voting t~st agreements and s~ockholder.agre~ents. (c) To cause or join in or to prevent the recapitalization, merger, consolidation, reorganiza- tion, or liquidation of said company. (d) To elect or employ as direc- tors, officers, e~,loyees or agents of said company any persons, inClUding a trustee h~reUL~~er or a director, officer, ~ployee or agent of a trustee hereUL~der, and to compensate such elected or e=ployed person. -7- I -. ----..-.--..- "-. - ----... - - ..... .... .... -. -----..------ --.......-------.--------..... - -- .. r .. . \ (e) To sell to or buy fro~ a trustee here~~der stocks, bon~s or ee~ent~~es of said co~pany at such prices and u~on such teres and ccndit~ons "'s rJ.y fiduciaries in their sole and absclute discretiQn, may de~u fair and proper, without the necessity 0: obt",L~L~g any court approval thereof, and without liability for self-dealing. (f) In general, to deal with ~~ch company with the s~e f~eedo~ of action, I now have. E::LEVEI;T=~: ~11ereVer in this trust trustees are given a discretionary power to deter~ine ~hether or to what extent principal or L~come shall be distributed to or used for the benefit of a beneficiary, trustees ~ay consider, to such extent as they dee~ ~~0ger, the resources and sources of funds available to such beneficiary. No tr~stee who is also a beneficiar" here~~der shall part~cipate in decidL~g ~hether or to ~hat extent pri:lci;:al or inco~e shall be distri"cuted to or used for the beneii of a beneficiary or ~:hether ~"ly ite:!1 of charge or credit shall. be allocated 1:1 whole or in part to ;:ri..:.'"'lcipal or inco...e, :!..."l those ~star.ces ~lere the tr~stees have the discretion to deter~ine the sa.=le, o-..lt all such decisions shall be made solely by the other trustee. T~~Lt~E: If ~y wife, Hargaret, and I shall die ur.der such circU1!lstar..ces that t!lere is no sufficient evidence that ~e have died othe~~ise then s1cultaneously, then my wl~e, "rc.rg",ret, shall be conclt:.sively presumed to haVe survived ~e. TEIRTEENT:i: I appoint Lorax lle:::;t z.nd ;r. F ~ Kenpt e~ecutors ~~d trustees. If at any tiee either of the above n~ed persons is unable or un\Tilling to a.ct or continue to ~ct as s~ch, J -8- ---: - "~ ' . L .. then I authorize the remaining co-rlducl~r1 to designate any individual or cor~oration to serve as co-fiducia~y and I autho~ize such recaining co-fiduciary to ent~r into any agree~ent with such individual or cor?oration as he ~a7 desi~ate providing for the pa~ent of conpensation to such designated co-fiduciary L~ such ~o~~ts and upon such teros and conditions as the said re~aining co-fiduciary ~ay, in his sole and absolute discretion, deter~L~e to be appropriate; provi~ed, however, that at all t~es there shall be serving hereunder at least one co-fiduciary ,,:ho is not a beneficiary under this "rill and anj<" codicils hereto. No fiduciary serving hereunder shall be re~uired to enter bond or other security in any jurisciiction. III \'iITNESS ';3i,P.EOF" I have set my hz::d and seal ?7i'" u.::lto this." .!:l7.'.ril~;:';.nta~"':.ing nine /(9) ;ages" this ';:..'jZ.'., da', Of/~/ /"/' //t. .L.(./Z/ 10/d . I.. -~" " - ~ 't" '/ 5 Imr::D, SEJ.LBD, ?UELISELD and DECL;...:.~D by LOY T. ~IPT" Testa~or above n~ed, as a~d for his Will ~~d Tast~ent, on the day ~d year l~st acove ~~itten, ~~ the ~rese~ce ~f ~S, wno" at h~s re~~est, ~ h1S p~es€n~e" ~d L~ th~ ?resence 01 eac~ ot~er, all oe~6 ~ressnt at the sa~e t~e, have he~e~to sut:sc~ibed our na::.es as 't-i tl1.eSses.: /.r- /'71,; /' /" /- / -. , (// ~~dl I," . . --!-....c.(I. /. 1''-;//11.1., ,:<En) 7< ""-'a>T I . I - a/~/ ff:.,~_ /' 1;/". '. '7 '/ /7;, /' il U.G.: A~r;(- if I. ///7./ c,/./ /;.1 /. )7// di k.... .. . - . , /(/~7 I.c.",( I ;:17. I?kr'ci ,-{,.tal I ---;--. h . . ( I . \ ' {j.\'(.''t~\ l) ., U ll1\J.- (-.i( -::('~,~ ';\ 11...1'1,(,'/\.... 1(4..$ 11.t4rLllC.~ t{... l ' .-----.... ------- -9- ---.-.-_. - 0- .'. EXHIBIT B , , . j . . .;L7' ~ ~_J)'DICIL I, LOY T. HO'~T, of Mechanicsburg, Ctmberland Coun~l, pennsyl vania, declare this to be the sole Codicil to my Last Hill and Testament dated December 8, 1964. 1. I hereby revoke Item Thirteen of my Last Will and Testa- ment, and in lieu the~of provide as follows: THIRTEENTH: I appoint my nephe~." Ha.,,: Hempt, and my w~fe, Hargaret Hempt, as E~ecut:ors and Trustees; PROVIDED, HO\.~VER, that my said wife, Marg~ret Hempt, shall not participate in any discretionary decision relating to her ri~ht to any principal or income in the trust created in Item Five of my Last Will and Testa~ent. I further ap?oint my niece, Dorothy Hempt Mark, as co-E:~ecutQr and co-Trustee in the event either Ha.'( Hempt or Hargaret Herr.pt are unable or un't-1illing to act or continue to act, for any reason. No fiduciaries serving hereunder shall be required to enter bond or other security in any jurisdiction. 2. In all other respects I hereby ratify, confirm and repub- lish my Last Will and Testament dated December 8, 1964, together with this sole Codicil as and for my Last Will and Testament. IN WITNESS ~mEREOF, I have her~unto set my hand and seal this I ""\ ~. - be 1969 ~- aay o~ Decem _r, . J'-' I .:.-/ 7 ~I /,// //,~/~-<~/ .,-4'/ . ~ --;;..~-/ ;//J? ./:':'j /(SEAL) Lay' T. Hcmpt' .... I Signed, published and declared on the date thereof, by the above na~ed Loy T. Hempt, as and for the sole Codicil to his Last will and Testament dated December 8, 1964, in the presence of us, vlho, at his request, in his presence, and in the presence of each other, have s~bscribed our names as witnesses hereto. ~~ \~ 'k~ 1'1 II J.:/., \. ---(.. f." to- Irf> ./../t, ~.. },,:-.l ,. ..... (/ j !/ /1_ I../:/'"if' ~ /' _ . _ ~-~, ,...,......, :., \nf"'!/T."\-""'-:""'" ,# U- I -------------.--------.---.-----------.- EXHIBIT C , . >>108-00080/5.18.01/JRDIlARl143332.2 t- (11 ..~ :r:- / INIRE: COURT OF COMMON PLEAS CUMBERLAND GOUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION No. 117 ORPHANS' 1985 ESTATE OF JEAN DORIS HEMPT. an Incompetent Person PETITION FOR APPOINTMENT.OF SUCCESSOR CO-TRUSTEE AND SUCCESSOR CO-GUARDIAN OF ESTATE AND PERSON TO THE HONORABLE, JUDGES OF SAID COURT: Your Petitioners, George F. Hempt and Gerald L. Hempt, respectfully represent that: 1. Jean Doris Hempt was born January 24, 1927 and because of disability has, since. S~tember 13, 1938, been a resident at The Woods Schools and Re~idential Treatment Center, Langhome. P81nsylvania. a private institution. 2 By Final Decree of this Court, dated March 8, 1985, entered to No. 117 Orphans' 1985, Jean Dais Hempt was adjudged an incompetent and her brother, Max C. Hempt, and her sister, Dorothy H. Mark. were appointed guardians of her estate without bond. 3 By Final Decree of this Court, dated May 10. 1990. entered to No. 117 Orphans' 1985, Max C'. Hempt and Dorothy H. Mark were appointed guardians of the person of Jean Doris Hempt with no ~ond reQ-jired. 4 By Final Decree of thiS Court, dated September 3, 1996, entered to No. 117 orphal')s' 1 985,Petitioner Gerald L. Hempt was appointed as (i) co-trustee [with Max C. Hempt] of the testamentary trust for the benefit of Jean. Doris Hempt under the Will of George L. Hempt; (ii) co-trustee [with Max C. Hempt] of the testamentary trust created for the benefit of Jean Doris Hempt under the Will of Loy T. Hempt and (iii) guardian [with Max C. Hempt] of the estate and of the person of Jean Doris Hempt. 5 Max C. Hempt died on May 23, 1999, and there are vacancies in the fiduciary positions held by Max C. Hempt for the benefit of his sister, Jean Doris Hempt. 1 , ~ l.}1 .. .... , '1i02108-00080/5.18.01/JRDIlARl143332.2 / 6. Petitioner George F. Hempt is particularly qualified to be a fidyciary for the benefit of his aunt, Jean Doris Hempt, because he has been involved for numerous years with overseeing and mana~ing' the' financial affairs of Jean Doris Hempt, and George F. Hempt is knowledgeable about the overall well being and welfare of Jean Doris Hempt. 7. A major asset held for the benefit of Jean Doris Hempt are shares of stock of Hempt Bros.. I nc., a family owned quarrying and road building business of which both Petitioner George F. Hempt and Petitioner Gerald L. Hempt are significant shareholders. Because of the prominence of Hempt Bros., Inc. stock among the assets held for the benefit of Jean Doris Hempt, it is desirable and appropriate that a successor to Max C. Hempt, as a fiduciary for the benefit of Jean Doris Hempt; be a person significantly knowledgeable about Hempt Bros., Inc. Petitioner George F. Hempt is qualified in this respect because George F. Hempt is the President of Hempt Bros., Inc. and has for numerous years been involved with the management and operation of Hempt Bros., Inc. on a daily basis. 8. Service of notice on Jean Doris Hempt about the filing of this Petition, because of her disability, will serve no purpose. 9. Petitioner George F. Hempt is the owner of substantial property in Cumberland and York C.ounties, and, therefore, has respectfully submitted that no bond is necessary for his serving asa fiduciary for the benefit of Jean Doris Hempt. 10. Appointment of Petitioner George F. Hempt' as co-truste.e with Gerald L Hempt of the testamentary trust created by Lay T. Hempt for the benefit of Jean Doris Hempt and as co-guardian with Gerald L. Hempt of her estate and of her person, as herein described, is in the best interest of Jean Doris Hempt, and such appointment will not adversely affect the interest of any other person or organization. . WHEREFORE, your Petitioners pray that George F. Hempt be appointed as successor co-trustee and as successor co-guardian, as herein described, for the benefit. of Jean Doris Hempt, with no bond being ~~~i~ed of ~~~m. ,[its ~& WEIDNffi BY: :ctA1 _~ rry i.e Davia W. DeLuce 301 Market Street P.O. Box 109 Lerroyne, PA 17043-0109 (717) 761-4540 . Attorneys for Petitioners 2 , , , ''iZ~108-00080/5'18,01/JRDItARl143332,2 fro >II.' ,. .; / .I COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND S5: George F. Hempt and Gerald L. Hempt, being duly sworn according to law, depose and say that tllf facts set forth in the foregoing Petition are true and correct to the best of their knowledge, information a nc belief. j;;- ;}./ JR.~ Gerald L ,HemPt Sworn and subscribed to before me this I ~~'day of ~"'\. ~~. ' 2001. .....- ~.~ ~"... .... .. ~ . . .... . . ...- ~'~~A ~. Notary Public My Commission Expires: . ". ".-'" . NOTARIAL SEAL DIANNE lENIG, Notary Public lemoyne Borough Cumbedand Co. My Commission Expires Dec. 21. 2001 3 .;;~ .) : ". ~':\ ". " ~ .~~ '.. CERTIFICATE OF SERVICE I, Christopher E. Rice, an authorized agent for Martson Deardorff Williams & Otto, hereby certify that a copy of the foregoing Stipulation was served this date by depositing same in the Post Office at Carlisle, P A, first class mail, postage prepaid, addressed as follows: Daniel L. Sullivan METTE, EVANS & WOODSIDE 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 Joel R. Zullinger ZULLINGER & DAVIS 14 North Main Street, Suite 200 Chambersburg, P A 17201 Richard Stevenson McNEES, WALLACE & NURICK, LLC 100 Pine Street P.O. Box 1166 Harrisburg, PAl 71 08 MARTSON DEARDORFF WILLIAMS & OTTO By Christopher E. Rice Ten East High Street Carlisle, P A 17013 (717) 243-3341 Dated: February'17 ,2004 4