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955134.5.01 4/28/2004
ESTATE OF LOYT. HEMPT
Deceased
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
ORPHANS' COURT DIVISION
TRUST CREATED UNDER ITEM
FIFTH OF THE WILL
NO. 21-77-231
ACCOUNTANT'S PROPOSED FINDINGS OF FACT AND CONCLUSIONS OF LAW
PROPOSED FINDINGS OF FACT
Backe:round
1. Loy T. Hempt died on March 19, 1977. Kalbach Exhibit 1 (Stipulation #1).
2. Loy T. Hempt's Will dated December 8, 1964 and Codicil dated December 12, 1969
were duly probated in Cumberland County, Pennsylvania. Kalbach Exhibit 1 (Stipulation #2).
Copies of his Will and Codicil have been introduced into evidence as Kalbach Exhibit 1.
3. The terms ofthe Will and Codicil direct the trustees of the residuary trust under article
FIFTH of the Will (the "Trust") to pay to testator's niece, Jean Doris Hempt, "such parts or all or
none of the net income and principal as trustees may determine in their sole and absolute
discretion, to provide for their [her] care, support and welfare . . . ." Kalbach Exhibit 1.
4. The terms of the Trust direct that on the death of Jean Doris Hempt the Trust principal is
to be divided into three shares and paid 40% to testator's nephew Max C. Hempt (or his issue if
he is deceased), 40% to testator's niece Dorothy Mark (or her issue if she is deceased) and 20%
to testator's nephew Robert Kalbach, Sr. (or his issue ifhe is deceased). Kalbach Exhibit 1.
5. 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
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George L. Hempt and Marion Hempt Kalbach had issue who survived Loy T. Hempt. Kalbach
Exhibit 1 (Stipulation #4).
6. Margaret Hempt was Loy T. Hempt's wife. She died on September 4, 1988. Kalbach
Exhibit 1 (Stipulation #5).
7. George L. Hempt died on September 8, 1942 survived by his three children: Jean Doris
Hempt (the life tenant), Max C. Hempt and Dorothy Mark (a.k.a. Dorothy Hempt). Kalbach
Exhibit 1 (Stipulation #6).
8. 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 issue. Her parents are
deceased. Kalbach Exhibit I (Stipulation #7).
9. 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. Kalbach
Exhibit 1 (Stipulation #8).
10. Dorothy Mark died on June 15, 1995, survived by her three children: Robert Mark,
Forrest Mark and Steven Mark, all of whom are now living (the Mark Objectants). Kalbach
Exhibit 1 (Stipulation #9).
11. Marian Hempt Kalbach, deceased, is survived by her one child, Robert Kalbach, Sr., who
is now living, and his two children, Robert Kalbach, Jr. and Richard Kalbach, who are now
living (the Kalbach Objectants). Kalbach Exhibit 1 (Stipulation #10).
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12. Loy T. Hempt's Codicil appointed Max C. Hempt and Margaret Hempt as the original
trustees of the Trust. Kalbach Exhibit 1 (Stipulation #3).
13. After Margaret Hempt died in 1988, Dorothy Mark became the successor co-trustee of
the Trust pursuant to Loy T. Hempt's Codicil. Kalbach Exhibit 1 (Stipulation #11).
14. When Dorothy Mark died in 1995, Max C. Hempt became the sole trustee of the Trust
and sole guardian of the estate of Jean Doris Hempt. Kalbach Exhibit 1 (Stipulation #12).
15. 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. Kalbach Exhibit 1 (Stipulation #13).
16. 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. Kalbach Exhibit 1 (Stipulation #14).
17. In July, 1996, Max C. Hempt and Gerald L. Hempt filed a "Petition for Appointment of
Successor Trustee and Successor Guardian of Estate and of Person" in the Court of Common
Pleas, Cumberland County, Pennsylvania, a copy of which has been introduced into evidence as
Kalbach Exhibit 3. In response to that petition, the Honorable Harold E. Sheeley signed a decree
which appointed Gerald L. Hempt as a co-trustee with Max C. Hempt of the Trust and which
appointed Gerald L. Hempt as co-guardian with Max C. Hempt of the estate and of the person of
Jean Doris Hempt. A copy of that Decree has been introduced into evidence as Kalbach
Exhibit 3.
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18. Since Max C. Hempt's death on May 23, 1999, Gerald L. Hempt has been sole trustee of
the Trust and sole guardian ofthe estate and of the person of Jean Hempt. Transcript, pages 52
and 62.
19. Robert H. Kalbach, Sr. was aware that originally there were only two trustees ofthe
Trust: Max C. Hempt and Margaret Hempt. Robert Kalbach, Sr. knew that Dorothy Mark was
the successor trustee to Margaret Hempt. Robert Kalbach, Sr. was aware ofthe deaths of
Margaret Hempt, Dorothy Mark and Max C. Hempt at the time of such deaths; but after the last
of their deaths (Max C. Hempt's death in 1999), he made no inquiries as to who was the trustee
ofthe Trust. Transcript, pages 31-34.
20. Robert Mark was aware that at one time Max C. Hempt was the sole trustee of the Trust.
Robert Mark was also aware ofthe death of Max C. Hempt but after Max's death made no
inquiries as to who was the trustee of the Trust. Transcript, page 148.
21. 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) ofthe estate and ofthe person of Jean Doris
Hempt and to have George F. Hempt appointed as co-trustee (with Gerald L. Hempt) of the
Trust. A copy of that Petition has been introduced into evidence as Kalbach Exhibit 1.
Proceedings regarding this Petition have been stayed by agreement of the parties. Kalbach
Exhibit 1 (Stipulation #16).
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22. If Jean Doris Hempt dies survived by all her now-living relatives, her intestate heirs
would be the surviving children of Max C. Hempt and Dorothy Mark, each of whom would
receive one-seventh of her estate. These seven heirs are:
Issue of Max Hempt
George F. Hempt
Gerald L. Hempt
Marian H. Semoff
Martha Bair
Kalbach Exhibit I (Stipulation #15).
Issue of Dorothv Mark
Robert Mark
Forrest H. Mark
Steven E. Mark
23. Loy T. Hempt knew, when he named Max C. Hempt as a trustee of his Trust, that Max
was a remainder beneficiary ofthat Trust. Will, article FIFTH (2)(a).
24. At the time Loy T. Hempt named Max C. Hempt as trustee under his will, both Loy and
Max were stockholders in Hempt Brothers, Inc. and C.A. Hempt Estate, Inc. and Max was a
principal officer of both companies. Hempt Exhibit 6.
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HemDt Brothers. Inc.
25. 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
Kalbach Exhibit 1 (Stipulation #17).
26. On October 19, 1964, all the then shareholders of Hempt Brothers, Inc. (including Loy T.
Hempt) signed a Buy-Sell Agreement (the "Buy-Sell Agreement") restricting the transfer of
shares. The Buy-Sell Agreement is by its terms binding on the shareholders and their successors
and assigns, including the Trust. The Buy-Sell Agreement requires shareholders to offer shares
of Hempt Brothers, Inc. at book value to the company before selling the shares to third parties
and requires third party buyers to do the same. The Buy-Sell Agreement permits shareholders to
give shares to their descendants, who are bound by the same restrictions. A copy of that Buy-
Sell Agreement has been introduced into evidence as Hempt Exhibit 6. Transcript, pages 268-
269.
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27. The book value of Hempt Brothers, Inc. as of August 31,2001 was $643.49 per share.
Transcript, page 330.
28. Compass Capital Partners, Ltd. valued a minority block of the common stock of Hempt
Brothers, Inc. at $643.49 per share as of August 31, 2001, taking into account the restrictions of
the Buy-Sell Agreement. A copy of that valuation has been presented into evidence as Hempt
Exhibit 5.
29. Since 1964, there has been only one sale ofHempt Brothers Inc., when Dorothy Mark
sold her shares to the Company for book value. Transcript, pages 269 and 323.
30. There is no intent among the shareholders ofHempt Brothers Inc. to sell the business.
Transcript, page 257.
31. Hempt Brother's Inc. has not paid a dividend and the company has no intent to do so.
Transcript, page 329.
32. Objectants' expert John Stoner ("Stoner") and Trustee's expert Gabriel Nagy agreed that
their appraisals of Hempt Brothers, Inc. used the same basic valuation methodology (aside from
weight given to the Buy-Sell Agreement). Transcript, pages 192, 196, 197 and 313.
33. Objectants' expert Stoner testified that he reviewed the Hempt Brothers, Inc. Buy-Sell
Agreement and took it into account as a relevant factor when preparing his valuation. Transcript,
pages 182-184 and 189-190. Yet, ultimately Stoner completely disregarded the Buy-Sell
Agreement and valued the company stock precisely as ifthere were no Buy-Sell Agreement.
Kalbach Exhibit 17, pages 7-22. Stoner's valuation was $2,239 per share, although the Buy-Sell
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Agreement figure of book value was $790 per share as of February 28,2002. Kalbach Exhibit
17, page 1; Transcript, pages 198 and 351.
34. Stoner's valuation was based on his rank speculation and conjecture that the Buy-Sell
Agreement, the tax law and Hempt Brothers, Inc.' s history of not paying dividends might
change, and that the company might be sold, rather than on the existing or historical facts.
Transcript, pages 184-189.
35. Stoner's valuation ofHempt Brothers Inc. incorrectly assumed that approximately
$700,000 of income was operating income because it derived from a sale of equipment when in
fact it derived from the sale of real estate and thus was non-operating income and consequently
should not have been capitalized. Transcript, pages 340-42 and 375.
36. Stoner's valuation incorrectly assumed that Hempt Brothers, Inc. owned certain real
estate that had been previously sold. Stoner's valuation also undervalued an airplane owned by
the company. Transcript, pages 263-264 and 343-344.
37. If Stoner's valuation had correctly understood the above facts regarding the assets of
Hempt Brothers, Inc. and made other proper adjustments, his appraisal (which still improperly
disregarded the effect of the Buyer-Sell Agreement) would have arrived at a $1,485/share value
of the shares ofHempt Brothers, Inc. Transcript, page 347; Hempt Exhibit 7, page 9.
38. 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,
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Inc. Kalbach Exhibit 1 (Stipulation #18). Gerald L. Hempt has been an officer and director of
Hempt Brothers, Inc. since the mid 1970's. Transcript, page 48.
39. Loy T. Hempt's Will contained specific provisions regarding the trustee's ability to deal
with Hempt Brothers, Inc. stock. These provisions provided that the trustee could: "vote the
stock. .. elect or employ as directors, officers, employees or agents of said company and persons,
including a trustee hereunder... to sell to or buy from a trustee hereunder stocks, bond, or
debentures of said company... In general, to deal with such company with the same freedom of
action, I now have." (emphasis added). Kalbach Exhibit 1.
40. Robert Kalbach, Sr. is not currently a stockholder, officer or director of Hempt Brothers,
Inc. Transcript, pages 20-21.
41. Robert Kalbach, Sr. worked for Hempt Brothers, Inc. from 1948-1972, when he resigned
because Max C. Hempt was unhappy with his performance and did not want him to continue his
employment. After Kalbach resigned, he formed his own construction company Pavex,
Incorporated, which is in the construction business and competes with Hempt Brothers Inc.
Transcript, pages 12-14,39, and 257. Robert Kalbach, Sr. and his son own all the shares of
Pavex, Incorporated. Transcript, pages 36-37. Robert Kalbach, Sr.'s sons own 100% of Liberty
Excavators, another construction company that is a competitor of Hempt Brothers, Inc.
Transcript, pages 38 and 257. Pavex, Incorporated and Liberty Excavators bid against Hempt
Brothers, Inc. for construction projects at least ten times a year. Transcript, page 258.
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C.A. BernDt Estate. Inc.
42. 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, Sr.
Trust of Max C. Hempt for Martha D. Hempt
Gerald L. Hempt
George F. Hempt
Robert Mark
Forrest Mark
Steven Mark
Loy T. Hempt Residuary Trust
Total
Kalbach Exhibit 1 (Stipulation #19).
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
43. Gerald L. Hempt has been a director ofC.A. Hempt Estate, Inc. since the early 1980's
and an officer since the late 1980's. Transcript, page 51.
44. The Trustee valued a minority interest of stock ofC.A. Hempt Estate, Inc. at $104 per
share. A copy of the valuation of this interest has been introduced into evidence as Kalbach
Exhibit 13.
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45. The value ofC.A. Hempt Estate, Inc. stock was calculated by using a variety of methods:
willing-buyer, willing-seller; liquidation value; and dividend stream. The final value was
determined by using the middle ofthree figures. Kalbach Exhibit 13.
46. There was no evidence presented by the Kalbachs or the Marks to contradict the
Trustee's valuation ofC.A. Hempt Estate, Inc.
Vallev Land Company
47. 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
Kalbach Exhibit 1 (Stipulation #20).
48. Valley Land Company owns a parcel of undeveloped real property in Cumberland
County and nominal other assets. The trustee had Valley Land Company's real property
appraised by an independent real estate appraiser, who valued such property at $4,700,000 as of
January 1, 2002. A copy of this appraisal has been introduced into evidence as Hempt Exhibit 4.
Because Valley Land Company's tax basis in the real property is nominal, the trustee determined
that if it sold the land it would recognize a gain of approximately $4,700,000. After the payment
ofthe built-in federal and Pennsylvania tax liability and expenses associated with the sale, all
totaling 45% of the sale price, Valley Land Company would have approximately $2,585,000
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remaining in cash. Thus, the value of each of the 100 outstanding shares is $25,850. Transcript,
pages 129-141.
49. Counsel for Kalbach agreed that the appraisal ofthe land owned by Valley Land
Company at $4.7 million was correct. Transcript, pages 206-207. Kalbach's valuation expert,
Stoner, ultimately conceded on cross-examination that the taxes an~ expenses totaled 45%, and
thus that the stock was worth $25,850 a share. Transcript, pages 227-230.
50. Robert Kalbach, Sr. is not currently a stockholder, officer or director of Valley Land
Company. Transcript, page 22.
Division of Trust
51. By instrument dated as of April 25, 2002, Gerald L. Hempt, trustee ofthe Trust, divided
the Trust into 3 separate trusts pursuant to 20 Pa. C.S. ~ 7191, one for the benefit of the issue of
Max C. Hempt, one for the benefit of the issue of Dorothy Mark, and one for the benefit of
Robert Kalbach, Sr. Pursuant to the terms ofLoy T. Hempt's Will and Codicil, each divided
trust received a proportionate share (40% to the Hempt family, 40% to the Kalbach family and
20% to the Mark family) of the fair market value and income tax basis of the Trust. Kalbach
Exhibit 16, Transcript, pages 279-281. The trustee's decision to divide the Trust at that time was
made because an accounting was being submitted to the court at that time and it seemed prudent
and economical to put the issue before the court at such time. Transcript, pages 283-284.
52. Gerald L. Hempt, as trustee, allocated no stock of the family businesses to the Kalbach
share of the Trust because: (i) the Kalbach family operates businesses in direct competition with
the businesses owned by the Trust and there are trade secrets involved in the operations of these
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businesses; (ii) Gerald L. Hempt believed the prospective remainder beneficiaries of that trust,
the Kalbach family, have been hostile to the family members running those businesses, the
Hempt family; and (iii) when bidding for construction contracts, the construction company must
disclose the shareholders of the company. If the shares of the family businesses owned by the
trust were to be distributed in part to the Kalbach family, the Kalbachs' names would appear as
shareholders of multiple companies bidding on the same projects - a conflict of interest situation
that would have to be disclosed to and might be frowned upon by the reviewing agencies. In
short, the trustee believed it would bode ill for the future smooth management of the family
companies if Kalbach became a stockholder in them. Transcript, pages 45, 47, 110,259,277-
278,281-283 and 287-288.
53. Robert Kalbach, Sr. testified that he harbors no ill will towards Gerald L. Hempt.
Transcript, page 41. Yet, in Kalbach's own objections to the Accounting and Petition, Kalbach
describes Gerald L. Hempt's actions as manipulative and disingenuous. Kalbach objections,
pages 13,20,29 and 41.
54. Gerald L. Hempt received and relied upon the advice of legal counsel, Robert L.
Freedman, Esquire, in dividing the Trust into three trusts. Kalbach Exhibit 1 (Stipulation # 21);
Transcript, page 288.
55. In dividing the Trust into three trusts, Gerald L. Hempt, as trustee, valued the stock of the
closely owned family businesses in accordance with the valuations'described above in
paragraphs 28, 44 and 48.
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Distributions to Jean Doris BemDt
56. Jean Doris Hempt's cash and marketable securities as of May 30,2003 were valued at
$1,937,469.02. Kalbach Exhibit 7.
57. A chart showing the expenses of Jean Doris Hempt and the income distributions applied
for her benefit from the Trust from 1982 to 2001 has been introduced into evidence as Kalbach
Exhibit 6. It shows her expenses exceeded the distribution from the Trust to her.
58. The accounting filed by Gerald L. Hempt as trustee of the Trust shows income of
$65,083.76 paid to Margaret Hempt, income of $870,040.01 applied for the benefit of Jean Doris
Hempt, and income of $522,631.74 accumulated and added to principal. Accounting, pages 166-
169 and summary of account; Transcript, pages 254-255.
59. The distributions made to Jean Doris Hempt were all for her health, support and welfare.
Jean Doris Hempt's primary source of support was the Trust but some of her own assets were
also used for her support. Transcript, pages 252-254; Kalbach Exhibit 6.
60. On or about May 18, 2001, Gerald L. Hempt and George F. Hempt, as Guardians of the
Estate of Jean Doris Hempt, filed a petition in the Court of Common Pleas of Cumberland
County entitled "Petition for Permission to Make Gifts Pursuant to Section 5536(b), Probate,
Estate and Fiduciaries Code." A copy of that Petition has been introduced into evidence as
Kalbach Exhibit 4. In that petition the income from Jean's guardianship funds was incorrectly
stated to be $105,000 per year. This figure includes the income Jean received from the Trust.
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61. Loy T. Hempt's Will authorizes the trustee, in the trustee's sole and absolute discretion,
to pay both income and principal ofthe Trust to Jean. The trustee could make payments to Jean
from the three divided trusts in a 40/40/20 ratio even though the income earned by the three
trusts is not in a 40/40/20 ratio. Kalbach Exhibit 1. The fair market value of the Trust assets
reflects in part their present and future ability to produce income, and that value was divided
40/40/20.
62. Gerald L. Hempt did not consciously exercise his discretion as trustee of the Trust in a
manner that was adverse to the Kalbachs or Marks. Transcript, page 278.
PROPOSED CONCLUSIONS OF LAW
1. There is no evidence that Gerald L. Hempt has acted in a manner that jeopardizes the
Trust or has failed to perform properly his fiduciary duties.
2. By appointing Max C. Hempt as Trustee in his Will while Max was a stockholder and
principal officer of Hempt Brothers, Inc. and C.A. Hempt Estate, Inc., Loy T. Hempt waived any
conflict of interest with respect to Max's duties as trustee and his duties as an officer and
stockholder ofthe family businesses.
3. When the Court appointed Max's son Gerald L. Hempt (who at the time of his
appointment was, like his father Max, an officer and stockholder ofthe family businesses and a
remainder beneficiary of the Trust) as a co-trustee, the Court extended Loy's waiver of any
conflict of interest to the new co-trustee.
4. The court's appointment of Gerald L. Hempt as trustee ofthe Trust was proper.
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5. The doctrine oflaches prevents the Kalbachs and Marks from now challenging the
appointment since they have or could have known of Gerald's appointment since 1999 and have
not inquired or challenged the appointment previously.
6. The valuation of Hempt Brothers, Inc. used by the trustee in the division was correct
because it was based on accurate facts and properly took into account the effect of the Buy-Sell
Agreement.
7. The valuation of C.A. Hempt Estate, Inc. used by the trustee in the division was correct.
8. The valuation of Valley Land Company used by the trustee in the division was correct
because it properly took into account the tax consequences and expenses ofthe sale of the
corporate assets.
9. Gerald L. Hempt properly exercised his discretionary authority pursuant to 20 Pa. C.S. ~
7191 in dividing the Trust into three shares now and correctly allocated the value and basis of the
assets among the divided trusts.
10. The distributions to Jean Doris Hempt were proper.
11. Kalbach Objections #5, 6, 7, 10, 11, 12, 13, 14, 15, 16 and 17, and the unnumbered Mark
objections regarding the same subject matter, were waived.
12. The Kalback and Mark objections are denied.
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13. The Account is confirmed.
~~
Ivo V. Otto, III, Esquire
Attorney ill # 27763
Martson Deardorff Williams & Otto
10 East High Street
Carlisle, PA 17013
Donald B. Kaufman, Esquire
Attorney ill # 49674
McNees Wallace & Nurick LLC
100 Pine Street
P.O. Box 1166
Harrisburg, PAl 71 08
Dated
~~
,2004
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