SMOKING GUN DOCUMENT - Judge Anita Brody Letter of September 1, 2005 Re CHAPTER 11 CASE 05-23059 - UPDATED MAY 15, 2017

VALUATION IN CHAPTER 11 CASE 17-10615 EXCEEDS $50 MILLION DOLLARS
Stan J. Caterbone
ADVANCED MEDIA GROUP

Freedom From Covert Harassment & Surveillance,
Registered in Pennsylvania
1250 Fremont Street
Lancaster, PA 17603
www.amgglobalentetainmentgroup.com
stancaterbone@gmail.com
717-528-2200
MAY 15, 2016
FBI Harrisburg Filed Office

AGENT FORD
228 Walnut Street, No. 670
Harrisburg, PA 17101
SMOKING GUN DOCUMENT - Judge Anita Brody Letter of

September 1, 2005
re CHAPTER 11 CASE 05-23059 -
UPDATED MAY 14, 2017
VALUATION EXCEEDS $50 MILLION DOLLARS
__________________________________________
Dear Agent Ford,
I found a work-around to my problem that I formally and officially requested your help in solving
pertaining to my not being able to ACTIVATE my newly issued DIRECT EXPRESS SSA Disability
Mastercard. I will open a new bank account at M&T Bank and on Wednesday, May 17, 2017 after my next
monthly benefits are deposited, I will transfer the funds electronically to the new M&T account. I learned
on Saturday afternoon that I still can electronically transfer funds.
___________/S/____________
Stan J. Caterbone, Pro Se Litigant

Freedom From Covert Harassment & Surveillance,
Registered in Pennsylvania
1250 Fremont Street
Lancaster, PA 17603
www.amgglobalentetainmentgroup.com
717-528-2200
Notice and Disclaimer: Stan J. Caterbone and the Advanced Media Group have been slandered, defamed, and publicly
discredited since 1987 due to going public (Whistle Blower) with allegations of misconduct and fraud within
International Signal & Control, Plc. of Lancaster, Pa. (ISC pleaded guilty to selling arms to Iraq via South Africa and a
$1 Billion Fraud in 1992). Unfortunately we are forced to defend our reputation and the truth without the aid of law
enforcement and the media, which would normally prosecute and expose public corruption. We utilize our
communications to thwart further libelous and malicious attacks on our person, our property, and our business. We
continue our fight for justice through the Courts, and some communications are a means of protecting our rights to
continue our pursuit of justice. Advanced Media Group is also a member of the media. Reply if you wish to be removed
from our Contact List. How long can Lancaster County and Lancaster City hide me and Continue to Cover-Up my
Whistle Blowing of the ISC Scandel (And the Torture from U.S. Sponsored Mind Control)?
Stan J. Caterbone INTELLECTUAL PROPERTY Page No. 1 of 534

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ACTIVE COURT CASES

J.C. No. 03-16-90005 Office of the Circuit Executive, United States Third Circuit Court of Appeals -
COMPLAINT OF JUDICIALMISCONDUCT OR DISABILITY re 15-3400 and 16-1149; 03-16-900046 re ALL
FEDERAL LITIGATION TO DATE
U.S. Supreme Court Case No. 16-6822 PETITION FOR WRIT OF CERTIORARI re Case No. 16-1149
MOVANT for Lisa Michelle Lambert
U.S.C.A. Third Circuit Court of Appeals Case No. 17-1904 CATERBONE v. NSA, et.al., The appeal of the
Preliminary Injunction For Emergency Relief Case No. 17-0868; Case No. 16-3284; Case No. 16-1149
MOVANT for Lisa Michelle Lambert;15-3400 MOVANT for Lisa Michelle Lambert;; 16-1001; 07-4474
U.S. District Court Eastern District of PA Case No. 17-01233 Chapter 11 Appeal for 17-10615; Case No.
17-0867 Preliminary Injunction from Middle District; Case No. 16-4014 CATERBONE v. United States,
et.al.; Case No. 16-cv-49; 15-03984; 14-02559 MOVANT for Lisa Michelle Lambert; 05-2288; 06-4650, 08-
02982;
U.S. District Court Middle District of PA Case No. 16- 2513 INJUNCTION; Case No. 16-cv-1751
PETITION FOR HABEUS CORPUS
Commonwealth of Pennsylvania Judicial Conduct Board Case No. 2016-462 Complaint against
Lancaster County Court of Common Pleas Judge Leonard Brown III
Pennsylvania Supreme Court Case No. 353 MT 2016; 354 MT 2016; 108 MM 2016 Amicus for Kathleen Kane
Superior Court of Pennsylvania 3575 EDA 2016 Amicus for Kathleen Kane; Summary Appeal Case No.
CP-36-SA-0000219-2016, AMICUS for Kathleen Kane Case No. 1164 EDA 2016; Case No. 1561 MDA 2015;
1519 MDA 2015; 16-1219 Preliminary Injunction Case of 2016
Lancaster County Court of Common Pleas Case No. 16-05815 Injunction; Case No. 16-08472 INJUNCTION re
Pain Meds; Case No. 15-10167 Film Commission; Case No. 08-13373; 15-10167; 06-03349, CI-06-03401
U.S. Bankruptcy Court for The Eastern District of Pennsylvania Case No. 17-10615; Case No. 16-10157

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B25A (Official Form 25A) (12/11)
United States Bankruptcy Court

EASTERN District of PENNSYLVANIA
In re , STANLEY J. CATERBONE Case No. 17-10615REF

Debtor Small Business Case under Chapter 11
STAN J. CATERBONES PLAN OF REORGANIZATION, DATED FEBRUARY 7, 2017
ARTICLE I
SUMMARY
This Plan of Reorganization (the Plan) under chapter 11 of the Bankruptcy Code The
Code) proposes to pay creditors of STAN J. CATERBONE, PRO SE DEBTOR (the Debtor)
from PROCEEDS FROM THE MYRIAD CLAIMS OF VIOLATIONS OF CIVIL RIGHTS,
VIOLATIONS OF ANTI-TRUST, VIOLATIONS OF THE RICO STATUTE, FEDERAL FALSE
CLAIMS ACT RE ISC, INSURANCE CLAIMS OF VANDALISM AND THEFTS, DAMAGES FOR
PAIN AND SUFFERING, ETC., ALL OF WHICH HAVE BEEN ACCRUING SINCE 1987. THESE
CLAIMS ARE CURRENTLY IN LITIGATION IN FEDERAL AND STATE COURTS. THESE
CLAIMS HAVE ARE ALL WELL SUBSTANTIATED AND ARE SUPPORTED WITH
IRREFUTABLE EVIDENCE IN THE FORM OF DOCUMENTS, AUDIO RECORDINGS, AND
VIDEOS. HOWEVER DUE TO THE HISORY OF STAN J. CATERBONE, THISE CLAIMS HAVE
BEEN POLITICIZED SINCE 1987 AND THE FBI COINTELPRO'S PRGOGRAM HAS BEEN
USED TO OBSTRUCT EFFORTS IN ALL OF THE COURTS. IT IS HIGHLY PREJUDICIAL AND
CRIMINAL TO ALLOW THIS CONDUCT TO PROCEED AND NOT ALLOW THIS
REORGANIZATION PLAN TO BE CONSUMATED FOR THE SAKE OF THE CREDITORS, WHO
HAVE BEEN UNJUSTLY PUNISHED JUST AS THE DEBTOR, STAN J. CATERBONE. MANY OF
THSES CASES HAVE RESULTED IN ORDERS GRANTING PERMISSION TO WITHDRAW
WITHOUT PREJUDICE UNTIL THE UNDOINFLUENCE, COMPUTER HACKING,
HARASSMENT, VADALISM, ETC., IS REMOVED FROM THE DEBTORS LIFE SO THAT THESE
CLAIMS CAN BE FULLY LITIGATED WITHOUT INTERRUPTION OR SETTLEMENTS
REACHED. ALL OF THE USECURED CLAIMS IN THIS CASE HAVE BEEN SPECIFICALLY
DISPUTED DUE TO THE FACT THAT THE CLAIMS WERE THE DIRECT RESULT OF THE
VIOLATIONS OUTLINED HEREIN AND ARE NOT LEGALLY THE DEBT OF THE DEBTOR,
STAN J. CATERBONE. IN ADDITION DUE TO THE COMPUTER HACKING TO THE DEBTOR,
STAN J. CATERBONE, MOST IF NOT ALL FINANCIAL ACCOUNTS WERE AND ARE SUBJECT
TO ERRORS AND/OR FALSE LEDGER BALANCES. THE FOLLOWING IS A LIST OF ACTIVE
COURT CASES AND JUDICIAL COMPLAINTS WHICH SPECIFICALLY ADDRESS THE
PRECEEDING:
J.C. No. 03-16-90005 Office of the Circuit Executive, United States Third Circuit
Court of Appeals - COMPLAINT OF JUDICIALMISCONDUCT OR DISABILITY re 15-
3400 and 16-1149; 03-16-900046 re ALL FEDERAL LITIGATION TO DATE
U.S. Supreme Court Case No. 16-6822 PETITION FOR WRIT OF CERTIORARI re
Case No. 16-1149 MOVANT for Lisa Michelle Lambert
U.S.C.A. Third Circuit Court of Appeals Case No. 16-3284; Case No. 16-1149 MOVANT
for Lisa Michelle Lambert;15-3400 MOVANT for Lisa Michelle Lambert;; 16-1001;
07-4474
U.S. District Court Eastern District of PA Case No. 16-4014 CATERBONE v. United
States, et.al.; Case No. 16-cv-49; 15-03984; 14-02559 MOVANT for Lisa Michelle
Lambert; 05-2288; 06-4650, 08-02982;
U.S. District Court Middle District of PA Case No. 16- 2513 INJUNCTION; Case No.
16-cv-1751 PETITION FOR HABEUS CORPUS

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Commonwealth of Pennsylvania Judicial Conduct Board Case No. 2016-462

Complaint against Lancaster County Court of Common Pleas Judge Leonard Brown III
Pennsylvania Supreme Court Case No. 353 MT 2016; 354 MT 2016; 108 MM 2016
Amicus for Kathleen Kane
Superior Court of Pennsylvania 3575 EDA 2016 Amicus for Kathleen Kane;
Summary Appeal Case No. CP-36-SA-0000219-2016, AMICUS for Kathleen Kane Case
No. 1164 EDA 2016; Case No. 1561 MDA 2015; 1519 MDA 2015; 16-1219 Preliminary
Injunction Case of 2016
Lancaster County Court of Common Pleas Case No. 16-05815 Injunction; Case No. 16-
08472 INJUNCTION re Pain Meds; Case No. 15-10167 Film Commission; Case No. 08-
13373; 15-10167; 06-03349, CI-06-03401
U.S. Bankruptcy Court for The Eastern District of Pennsylvania Case No. 17-
10615; Case No. 16-10157
This Plan has no secured claims; and one class of of unsecured claims; and one
class of equity security holders. Unsecured creditors holding allowed claims will receive
distributions, which the proponent of this Plan has valued at approximately 100 cents on the
dollar with accruing interest. This Plan also provides for the payment of administrative and
priority claims [if payment is not in full on the effective date of this Plan with respect to any such
claim (to the extent permitted by the Code or the claimants agreement), identify such claim and
briefly summarize the proposed treatment.]
All creditors and equity security holders should refer to Articles III through VI of this Plan
for information regarding the precise treatment of their claim. A disclosure statement that
provides more detailed information regarding this Plan and the rights of creditors and equity
security holders has been circulated with this Plan. Your rights may be affected. You should
read these papers carefully and discuss them with your attorney, if you have one. (If
you do not have an attorney, you may wish to consult one.)
ARTICLE II
CLASSIFICATION OF CLAIMS AND INTERESTS
2.01 Class 1. All allowed claims entitled to priority under 507 of the Code (except
administrative expense claims under 507(a)(2), [gap
period claims in an involuntary case under 507(a)(3),] and
priority tax claims under 507(a)(8)).
2.02 Class 2. The claim of , to the extent allowed

as a secured claim under 506 of the Code.
[Add other classes of secured creditors, if any. Note: Section
1129(a)(9)(D) of the Code provides that a secured tax claim which
would otherwise meet the description of a priority tax claim under
507(a)(8) of the Code is to be paid in the same manner and over
the same period as prescribed in 507(a)(8).]
2.03 Class 3. All unsecured claims allowed under 502 of the Code.
[Add other classes of unsecured claims, if any.]
2.04 Class 4. Equity interests of the Debtor. [If the Debtor is an individual,
change this heading to The interests of the individual Debtor in
property of the estate.]

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ARTICLE III
TREATMENT OF ADMINISTRATIVE EXPENSE CLAIMS,
U.S. TRUSTEES FEES, AND PRIORITY TAX CLAIMS
3.01 Unclassified Claims. Under section 1123(a)(1), administrative expense claims,

[gap period claims in an involuntary case allowed under 502(f) of the Code,] and priority tax
claims are not in classes.
3.02 Administrative Expense Claims. Each holder of an administrative expense claim

allowed under 503 of the Code [, and a gap claim in an involuntary case allowed under
502(f) of the Code,] will be paid in full on the effective date of this Plan (as defined in Article
VII), in cash, or upon such other terms as may be agreed upon by the holder of the claim and the
Debtor. THERE ARE NO ADMINSTRATIVE EXPENSES CHARGED TO THIS PLAN, ONLY PRO
SE BILLINGS, WHICH WILL BE BILLED TO OTHER CASES INVOLVIING OBSTRUCTION OF
JUSTICE CLAIMS.
3.03 Priority Tax Claims. Each holder of a priority tax claim will be paid [specify terms
of treatment consistent with 1129(a)(9)(C) of the Code]. There are no tax claims in this
case.
3.04 United States Trustee Fees. All fees required to be paid by 28 U.S.C. 1930(a)(6)
(U.S. Trustee Fees) will accrue and be timely paid until the case is closed, dismissed, or converted
to another chapter of the Code. Any U.S. Trustee Fees owed on or before the effective date of this
Plan will be paid on the effective date.
ARTICLE IV
TREATMENT OF CLAIMS AND INTERESTS UNDER THE PLAN
4.01 Claims and interests shall be treated as follows under this Plan: Claims will
have equity interest in the federal and state civil actions taken to secure settlements for
the above mentioned violations; which will fund this proposed reorganization plan.
ALL UNSECURED CLAIMS ARE UNIMPAIRED AND WILL BE PAID IN FULL UPON THE
SETTELMENTS AS OUTLINED IN ARTICLE ONE THE SUMMARY.
ARTICLE V
ALLOWANCE AND DISALLOWANCE OF CLAIMS
5.01 Disputed Claim. A disputed claim is a claim that has not been allowed or
disallowed [by a final non-appealable order], and as to which either: (i) a proof of claim has been
filed or deemed filed, and the Debtor or another party in interest has filed an objection; or (ii) no
proof of claim has been filed, and the Debtor has scheduled such claim as disputed, contingent, or
unliquidated. SEE ARTICLE ONE SUMMARY FOR THE REASON WHY ALL UNSECURED
CLAIMS ARE DISPUTED.
5.02 Delay of Distribution on a Disputed Claim. No distribution will be made on

account of a disputed claim unless such claim is allowed [by a final non-appealable order].
5.03 Settlement of Disputed Claims. The Debtor will have the power and authority to
settle and compromise a disputed claim with court approval and compliance with Rule 9019 of
the Federal Rules of Bankruptcy Procedure.
Stan J. Caterbone INTELLECTUAL PROPERTY Page No. 5

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ARTICLE VI
PROVISIONS FOR EXECUTORY CONTRACTS AND UNEXPIRED LEASES
6.1 Assumed Executory Contracts and Unexpired Leases.
(a) The Debtor assumes the following executory contracts and/or unexpired
leases effective upon the [Insert effective date of this Plan as provided in Article VII, the date of
the entry of the order confirming this Plan, or other applicable date]:
[List assumed executory contracts and/or unexpired leases.]
(b) The Debtor will be conclusively deemed to have rejected all executory contracts
and/or unexpired leases not expressly assumed under section 6.01(a) above, or before the date of
the order confirming this Plan, upon the [Insert effective date of this Plan, the date of the entry
of the order confirming this Plan, or other applicable date]. A proof of a claim arising from the
rejection of an executory contract or unexpired lease under this section must be filed no later than
__________ (___) days after the date of the order confirming this Plan.
ARTICLE VII
MEANS FOR IMPLEMENTATION OF THE PLAN
[Insert here provisions regarding how the plan will be implemented as required under 1123(a)(5)
of the Code. For example, provisions may include those that set out how the plan will be funded,
as well as who will be serving as directors, officers or voting trustees of the reorganized debtor.]
This Plan of Reorganization (the Plan) under chapter 11 of the Bankruptcy Code The
Code) proposes to pay creditors of STAN J. CATERBONE (the Debtor) from PROCEEDS FROM
THE MYRIAD CLAIMS OF VIOLATIONS OF CIVIL RIGHTS, VIOLATIONS OF ANTI-TRUST,
VIOLATIONS OF THE RICO STATUTE, FEDERAL FALSE CLAIMS ACT RE ISC, INSURANCE
CLAIMS OF VANDALISM AND THEFTS, DAMAGES FOR PAIN AND SUFFERING, ETC., ALL
OF WHICH HAVE BEEN ACCRUING SINCE 1987. THESE CLAIMS ARE CURRENTLY IN
LITIGATION IN FEDERAL AND STATE COURTS. THESE CLAIMS HAVE ARE ALL WELL
SUBSTANTIATED AND ARE SUPPORTED WITH IRREFUTABLE EVIDENCE IN THE FORM OF
DOCUMENTS, AUDIO RECORDINGS, AND VIDEOS. HOWEVER DUE TO THE HISORY OF
STAN J. CATERBONE, THISE CLAIMS HAVE BEEN POLITICIZED SINCE 1987 AND THE FBI
COINTELPRO'S PRGOGRAM HAS BEEN USED TO OBSTRUCT EFFORTS IN ALL OF THE
COURTS. IT IS HIGHLY PREJUDICIAL AND CRIMINAL TO ALLOW THIS CONDUCT TO
PROCEED AND NOT ALLOW THIS REORGANIZATION PLAN TO BE CONSUMATED FOR THE
SAKE OF THE CREDITORS, WHO HAVE BEEN UNJUSTLY PUNISHED JUST AS THE
DEBTOR, STAN J. CATERBONE. MANY OF THSES CASES HAVE RESULTED IN ORDERS
GRANTING PERMISSION TO WITHDRAW WITHOUT PREJUDICE UNTIL THE
UNDOINFLUENCE, COMPUTER HACKING, HARASSMENT, VADALISM, ETC., IS REMOVED
FROM THE DEBTORS LIFE SO THAT THESE CLAIMS CAN BE FULLY LITIGATED WITHOUT
INTERRUPTION OR SETTLEMENTS REACHED. ALL OF THE USECURED CLAIMS IN THIS
CASE HAVE BEEN SPECIFICALLY DISPUTED DUE TO THE FACT THAT THE CLAIMS WERE
THE DIRECT RESULT OF THE VIOLATIONS OUTLINED HEREIN AND ARE NOT LEGALLY
THE DEBT OF THE DEBTOR, STAN J. CATERBONE. IN ADDITION DUE TO THE COMPUTER
HACKING TO THE DEBTOR, STAN J. CATERBONE, MOST IF NOT ALL FINANCIAL
ACCOUNTS WERE AND ARE SUBJECT TO ERRORS AND/OR FALSE LEDGER BALANCES.
THE FOLLOWING IS A LIST OF ACTIVE COURT CASES AND JUDICIAL COMPLAINTS
WHICH SPECIFICALLY ADDRESS THE PRECEEDING:

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J.C. No. 03-16-90005 Office of the Circuit Executive, United States Third Circuit
Court of Appeals - COMPLAINT OF JUDICIALMISCONDUCT OR DISABILITY re 15-
3400 and 16-1149; 03-16-900046 re ALL FEDERAL LITIGATION TO DATE
U.S. Supreme Court Case No. 16-6822 PETITION FOR WRIT OF CERTIORARI re
Case No. 16-1149 MOVANT for Lisa Michelle Lambert
U.S.C.A. Third Circuit Court of Appeals Case No. 16-3284; Case No. 16-1149 MOVANT
for Lisa Michelle Lambert;15-3400 MOVANT for Lisa Michelle Lambert;; 16-1001;
07-4474
U.S. District Court Eastern District of PA Case No. 16-4014 CATERBONE v. United
States, et.al.; Case No. 16-cv-49; 15-03984; 14-02559 MOVANT for Lisa Michelle
Lambert; 05-2288; 06-4650, 08-02982;
U.S. District Court Middle District of PA Case No. 16- 2513 INJUNCTION; Case No.
16-cv-1751 PETITION FOR HABEUS CORPUS
Commonwealth of Pennsylvania Judicial Conduct Board Case No. 2016-462
Complaint against Lancaster County Court of Common Pleas Judge Leonard Brown III
Pennsylvania Supreme Court Case No. 353 MT 2016; 354 MT 2016; 108 MM 2016
Amicus for Kathleen Kane
Superior Court of Pennsylvania 3575 EDA 2016 Amicus for Kathleen Kane;
Summary Appeal Case No. CP-36-SA-0000219-2016, AMICUS for Kathleen Kane Case
No. 1164 EDA 2016; Case No. 1561 MDA 2015; 1519 MDA 2015; 16-1219 Preliminary
Injunction Case of 2016
Lancaster County Court of Common Pleas Case No. 16-05815 Injunction; Case No. 16-
08472 INJUNCTION re Pain Meds; Case No. 15-10167 Film Commission; Case No. 08-
13373; 15-10167; 06-03349, CI-06-03401
U.S. Bankruptcy Court for The Eastern District of Pennsylvania Case No. 17-
10615; Case No. 16-10157
ARTICLE VIII
GENERAL PROVISIONS
8.01 Definitions and Rules of Construction. The definitions and rules of construction
set forth in 101 and 102 of the Code shall apply when terms defined or construed in the Code
are used in this Plan, and they are supplemented by the following definitions: [Insert additional
definitions if necessary].
THE PLAIN WILL FOLLOW THE RULES OF CIVIL PROCEURE FOR FEDERAL AND STATE
COURTS AND WILL BE CONTRAINED TO THE OPINIONS AND ORDERS RESPECTIVELY.
THE DEBTOR, STAN J. CATERBONE, PRO SE, WILL BE THE SOLE ADMINISTRATOR.
8.02 Effective Date of Plan. The effective date of this Plan is the first business day
following the date that is fourteen days after the entry of the order of confirmation. If, however, a
stay of the confirmation order is in effect on that date, the effective date will be the first business
day after the date on which the stay of the confirmation order expires or is otherwise terminated.
8.03 Severability. If any provision in this Plan is determined to be unenforceable, the

determination will in no way limit or affect the enforceability and operative effect of any other
provision of this Plan.
8.04 Binding Effect. The rights and obligations of any entity named or referred to in this
Plan will be binding upon, and will inure to the benefit of the successors or assigns of such entity.

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8.05 Captions. The headings contained in this Plan are for convenience of reference only
and do not affect the meaning or interpretation of this Plan.
[8.06 Controlling Effect. Unless a rule of law or procedure is supplied by federal law
(including the Code or the Federal Rules of Bankruptcy Procedure), the laws of the State
of____________ govern this Plan and any agreements, documents, and instruments executed in
connection with this Plan, except as otherwise provided in this Plan.]
[8.07 Corporate Governance. [If the Debtor is a corporation include provisions required
by 1123(a)(6) of the Code.]]
ARTICLE IX
DISCHARGE
[If the Debtor is not entitled to discharge under 11 U.S.C. 1141(d)(3) change this heading to
NO DISCHARGE OF DEBTOR.]
9.01. [Option 1 If Debtor is an individual and 1141(d)(3) is not applicable]

Discharge. Confirmation of this Plan does not discharge any debt provided for in this
Plan until the court grants a discharge on completion of all payments under this Plan, or as
otherwise provided in 1141(d)(5) of the Code. The Debtor will not be discharged from any debt
excepted from discharge under 523 of the Code, except as provided in Rule 4007(c) of the
Federal Rules of Bankruptcy Procedure.
[Option 2 -- If the Debtor is a partnership and section 1141(d)(3) of the

Code
is not applicable]
Discharge. On the confirmation date of this Plan, the debtor will be discharged from any
debt that arose before confirmation of this Plan, subject to the occurrence of the effective date, to
the extent specified in 1141(d)(1)(A) of the Code. The Debtor will not be discharged from any
debt imposed by this Plan.

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[Option 3 -- If the Debtor is a corporation and 1141(d)(3) is not

applicable]
Discharge. On the confirmation date of this Plan, the debtor will be discharged from any
debt that arose before confirmation of this Plan, subject to the occurrence of the effective date, to
the extent specified in 1141(d)(1)(A) of the Code, except that the Debtor will not be discharged
of any debt: (i) imposed by this Plan; (ii) of a kind specified in 1141(d)(6)(A) if a timely
complaint was filed in accordance with Rule 4007(c) of the Federal Rules of Bankruptcy Procedure;
or (iii) of a kind specified in 1141(d)(6)(B).
[Option 4 If 1141(d)(3) is applicable]

No Discharge. In accordance with 1141(d)(3) of the Code, the Debtor will not receive
any discharge of debt in this bankruptcy case.
Stan J. Caterbone INTELLECTUAL PROPERTY Page

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ARTICLE X
OTHER PROVISIONS
U.S. District Court for the Middle District of Pennsylvania, Case No. 16-2513 is a
Preliminary Injunction for Emergency Relief that was filed in order to clear the way and
have the courts provide IMMEDIATE RELIEF from all illegal and criminal activities that
are OBSTRUCTION JUSTICE in order for the DEBTOR, STAN J. CATERBONE, PRO SE from
litigating settlements of remedy, relief, and monetary awards which are the primary
and only source of funding for the reorganization plan. There are also a multitude of
JUDICIAL COMPLAINTS, both in the OFFICE OF THE EXECUTIVE OF THE THIRD CIRCUIT
COURT OF APPLEALS AND IN THE PENNSYLVANIA JUDICIAL CONDUCT BOARD relating
to the same. The following is the language used in the INJUNCTION:
I) TITLE 18 - CRIMES AND CRIMINAL PROCEDURE

1512. Tampering with a witness, victim, or an informant
PART I - CRIMES
CHAPTER 73 - OBSTRUCTION OF JUSTICE
1512. Tampering with a witness, victim, or an informant
(C) hinder, delay, or prevent the communication to a law enforcement officer

or judge of the United States of information relating to the commission or possible
commission of a Federal offense or a violation of conditions of probation,
supervised release, parole, or release pending judicial proceedings; shall
be punished as provided in paragraph (3).
PRELIMINARY INJUNCTION FOR EMERGENCY RELIEF

The Plaintiff alleges that he has been a prisoner of the state since 1987, and that the
activities surrounding the PLAINTIFF'S life has escalated into a daily occurrence of assaults.
Unfortunately while the PLAINTIFF'S has made many in person complaints to just about every
law enforcement agency, the pleas for help and assistance have yielded nothing but more attacks
to the PLAINTIFF'S person, property, electronics, home, auto, reputation, intellectual property,
and lastly his mental state-of-mind A BRUTAL ARRAY OF PSYCHOLOGICAL TORTURE. The
PETITIONER has already made claims of COINTELPRO-like tactics in his filings in the U.S.C.A.
Case No. 15-3400 against these same said actors and perpetrators. The PETITIONER will provide
evidence to support this writ and offer a final remedy and redress in accordance with federal law.
There are six essential prerequisites that a party must establish prior to obtaining a
Preliminary Emergency Injunction For Relief:
1. that the injunction is necessary to prevent immediate and irreparable harm that cannot be
adequately compensated by damages;
2. that greater injury would result from refusing an injunction than from granting it, and,
concomitantly, that issuance of an injunction will not substantially harm other interested
parties in the proceedings;
3. that a preliminary injunction will properly restore the parties to their status as it existed
immediately prior to the alleged wrongful conduct;
4. that the activity it seeks to restrain is actionable, that its right to relief is clear, and that the
wrong is manifest, or, in other words, that it is likely to prevail on the merits;
5. that the injunction it seeks is reasonably suited to abate the offending activity; and,
6. that a preliminary injunction will not adversely affect the public interest

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RELIEF SOUGHT BY PLAINTIFF

The PLAINTIFF seeks immediate relief from the above in the form of sanctions and fines
for those guilty of extortion and embezzlement and those withholding accounts receivables.
PLAINTIFF seeks immediate relief from the law enforcement agencies that continue abuse of
process. PLAINTIFF seeks immediate relief from public officials for obstructing justice and due
process. PLAINTIFF seeks relief, in as much as the courts are able, with regards to the
harassment and torture from those known of such crimes. The Complainant seeks relief from
stalking and harassing neighbors and requires law enforcement to make sure households can
identify all occupants and prove they are entitled to the lease and or deed. Due to the actions
and criminal activity of the above named DEFENDANTS, it is reasonable to prove that every
aspect of the PLAINTIFF'S life, is subject to undo influence; harassment; torture; obstruction;
etc. thus resulting in irreparable harm and injury. This situation and set of circumstances as
outlined here, and all previous filings; reports; and statements, is a prescription for only one
endgame - death or suicide. There is no life action or activity that is immune from this horrendous
HATE CRIME. The precedent and landmark elements that make this so appalling is that the
Complainant has never done anything to set these circumstances in motion but to be right
regarding International Signal & Control back in 1987; as well as many other proclamations and
forecasts. That being said, it is also widely reported that many Targeted Individuals and Victims of
U.S. Sponsored Mind Control are lead to death and/or suicide. The Lancaster Community-At-Large
is guilty of creating; abetting; fostering; and executing this tragedy. The fact that local; state; and
federal law enforcement induce and encourage this environment of hate is landmark.
The Courts must consider UNJUST ENRICHMENT in this case. (Wikipedia, The Free
Dictionary by FARLEX) - A general equitable principle that no person should be allowed to profit at
another's expense without making restitution for the reasonable value of any property, services,
or other benefits that have been unfairly received and retained. Although the unjust enrichment
doctrine is sometimes referred to as a quasi-contractual remedy, unjust enrichment is not based
on an express contract. Instead, litigants normally resort to the remedy of unjust enrichment
when they have no written or verbal contract to support their claim for relief. In such instances
litigants ask a court to find a contractual relationship that is implied in law, a fictitious relationship
created by courts to do justice in a particular case.
The PLAINTIFF seeks a temporary injunction until a permanent resolution to ALL ISSUES
CONTAINED HEREIN are constructed and resolved in the myriad of civil actions pending before the
courts and those actions withdrawn without prejudice awaiting resolutions.
IRREPRABLE HARM
The irreparable harm and injure that has resulted from the above circumstances includes
but is not limited to the following:
Loss of personal property and real estate.

Loss of opportunity to secure personal property, business assets, and court related assets,
information, and evidence; including when sleeping (rape drug rohypnol).
Loss of protection from law enforcement at every level; local, state, and federal.
Loss of relationships including family; friends; and professional.
Loss of time and loss of life as a normal person would know it.
Loss of freedom of movement in Downtown Lancaster Entertainment Venues and Constant
and Never Ending Threats of Physical Harm, Harassment, Over-Charging on Cost of Goods,
intimidation, discrimination, and barring from entering public places and entertainment
venues, violations of intellectual property rights, and obstruction of justice.
Loss of freedom of movement; complainant has been denied every opportunity to secure
his personal and business assets at 1250 Fremont Street, Lancaster, Pennsylvania making
it impossible to travel or leave for any amount of time without fear of harm.
Loss of freedom of movement may constitute false imprisonment and may invoke the
federal Habeus CORPUS laws of freedom.

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Loss of female companionship, and under constant mocking for it.

Loss of business opportunities.
Loss of accounts receivables.
Loss of professional and personal reputation; especially with specific regards to honesty
and integrity.
Civil and Criminal Conspiracy to manufacture mental illness symptoms and illnesses.
The PLAINTIFF acknowledges that this PRELIMINARY INJUNCTION FOR EMERGENCY

RELIEF may lead to a landmark decision, however, the intelligence community, the law
enforcement community, and the military industrial complex has MADE CERTAIN THESE
ACTIVITES AND POLICIES REMAINED HIDDEN FROM THE CITZENRY OF THE UNITED STATES OF
AMERICA, AND GLOBALLY AS WELL. In fact, all things considered, the incoming TRUMP
ADMINISTRATION may welcome the purging of these technologies, and tactics of U.S. Sponsored
Mind Control; which are used by other criminal elements, including foreign nations and possibly
terrorist organizations.
The Complainant seeks relief by awarding the Complainant his PRO SE BILLINGS
INVOICE. The Complainant seeks relief by awarding the Complainant SUMMARY
JUDGMENT in all cases filed before the LANCASTER COUNTY COURT OF COMMON PLEAS
and the U.S. DISTRICT COURT FOR THE EASTERN DISRICT OF PENNSYLVANIA in
REMEDY AND RELIEF for the ARROGANCE OF BOTH THE LOCAL LAW ENFORCEMENT
COMMUNITY AND THE JUDICIAL SYSTEM FOR THE SYSTEMIC ABUSE OF PROCESS AND
THE EXTREME NATURE OF THE OBSTRUCTION OF JUSTICE WHICH IN ITSELF IS
RESPONSIBLE FOR PUTTING THE COMPLAINANT'S LIFE IN HARMS WAY ON A DAILY
BASIS.
ATTACHED IS THE LATEST ORDER FOR CASE NO. 16-2513 BY FEDERAL MAGISTRATE
KANE ON JANUARY 31, 2017. ALSO ATTACHED IS THE LATEST LETTER FROM THE
PENNSYLVANIA JUDICIAL BOARD REGARDING 2 EXISTING JUDICIAL COMPLAINTS.
Pennsylvania Judicial Conduct Board LETTER re 2016-788 (Asworth) 2016-789
(Reinaker) February 2, 2017.
Respectfully submitted,
By: STAN J. CATERBONE, PRO SE, THE DEBTOR

The Plan Proponent
By: NONE
Attorney for the Plan Proponent

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B25B (Official Form 25B) (12/08)
THIS PAGE LEFT BLANK

INTENTIONALLY

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B25A (Official Form 25A) (12/11)
United States Bankruptcy Court

EASTERN District of PENNSYLVANIA
In re , STANLEY J. CATERBONE Case No. 17-10615REF

Debtor Small Business Case under Chapter 11
STAN J. CATERBONES DISCLOSURE STATEMENT, DATED FEBRUARY 7, 2017

Table of Contents
[Insert when text is finalized]

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I. INTRODUCTION
This is the disclosure statement (the Disclosure Statement) in the small business chapter 11
case of STAN J. CATERBONE, PRO SE DEBTOR. This Disclosure Statement contains information about
the Debtor and describes the [insert name of plan] (the Plan) filed by [the Debtor] on [insert date]. A
full copy of the Plan is attached to this Disclosure Statement as Exhibit A. Your rights may be affected.
You should read the Plan and this
Disclosure Statement carefully and discuss them with
your attorney.
If you do not have an attorney, you may wish to consult one.
The proposed distributions under the Plan are discussed at pages __-__ of this Disclosure
Statement. [General unsecured creditors are classified in Class __, and will receive a distribution of ___ %
of their allowed claims, to be distributed as follows _________.]
A. Purpose of This Document
This Disclosure Statement describes:
The Debtor and significant events during the bankruptcy case,

How the Plan proposes to treat claims or equity interests of the type you hold (i.e., what you will
receive on your claim or equity interest if the plan is confirmed),
Who can vote on or object to the Plan,
What factors the Bankruptcy Court (the Court) will consider when deciding whether to confirm
the Plan,
Why [the Proponent] believes the Plan is feasible, and how the treatment of your claim or equity
interest under the Plan compares to what you would receive on your claim or equity interest in
liquidation, and
The effect of confirmation of the Plan.
Be sure to read the Plan as well as the Disclosure Statement. This Disclosure Statement
describes the Plan, but it is the Plan itself that will, if confirmed, establish your rights.
B. Deadlines for Voting and Objecting; Date of Plan Confirmation Hearing
The Court has not yet confirmed the Plan described in this Disclosure Statement. This section
describes the procedures pursuant to which the Plan will or will not be confirmed.
1. Time and Place of the Hearing to [Finally Approve This Disclosure Statement
and] Confirm the Plan
The hearing at which the Court will determine whether to [finally approve this Disclosure
Statement and] confirm the Plan will take place on [insert date] , at [insert time], in Courtroom ___,
at the [Insert Courthouse Name, and Full Court Address, City, State, Zip Code].
2. Deadline For Voting to Accept or Reject the Plan
If you are entitled to vote to accept or reject the plan, vote on the enclosed ballot and return the
ballot in the enclosed envelope to [insert address]. See section IV.A. below for a discussion of voting
eligibility requirements.
Your ballot must be received by [insert date] or it will not be counted.
3. Deadline For Objecting to the [Adequacy of Disclosure and] Confirmation of

the Plan Objections to [this Disclosure Statement or to] the confirmation of the Plan must be filed with
the Court and served upon [insert entities] by [insert date].

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4. Identity of Person to Contact for More Information
If you want additional information about the Plan, you should contact [insert name and address
of representative of plan proponent].
STAN J. CATERBONE
(717) 598-2200 TEXT OR CALL
C. Disclaimer
Notice and Disclaimer: Stan J. Caterbone and the Advanced Media Group have been slandered, defamed, and publicly
discredited since 1987 due to going public (Whistle Blower) with allegations of misconduct and fraud within
International Signal & Control, Plc. of Lancaster, Pa. (ISC pleaded guilty to selling arms to Iraq via South Africa and a
$1 Billion Fraud in 1992). Unfortunately we are forced to defend our reputation and the truth without the aid of law
enforcement and the media, which would normally prosecute and expose public corruption. We utilize our
communications to thwart further libelous and malicious attacks on our person, our property, and our business. We
continue our fight for justice through the Courts, and some communications are a means of protecting our rights to
continue our pursuit of justice. Advanced Media Group is also a member of the media. Reply if you wish to be removed
from our Contact List. How long can Lancaster County and Lancaster City hide me and Continue to Cover-Up my
Whistle Blowing of the ISC Scandel (And the Torture from U.S. Sponsored Mind Control)?
II. BACKGROUND
A. Description and History of the Debtor=s Business

The Debtor, STAN J. CATERBONE, PRO SE, is AN INDIVIDUAL, A CORPORATION, A FICTICIOUS
NAME, ALL CONDUCTING BUSINESS IN THE COMMOWEALTH OF PENNSYLVANIA SINCE 1986
UNDER VARIOUS NAMES AND REGISTRATIONS. SEE THE FOLLOWING RESUME AND
BIOGRAPHY FOR SPECFIC DETALS.

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April 20, 2016
Stan J. Caterbone/Advanced Media Group Biography
Present - Advanced Media Group, President, Owner, and Founder.
In 1987 I became a federal whistleblower for the case of local defense contractor International Signal
and Control, or ISC. ISC was a black ops program for the NSA and CIA that was convicted in 1992 for an
elaborate scheme to arm Iraq and other Middle Eastern countries with a broad array of weapons, most
notably cluster bombs. It was the third larges fraud in U.S. History at that time. I have been a victim of
organized stalking since 1987 and a victim of electronic and direct energy weapons since 2005. I had also
been telepathic since 2005. In 2005 the U.S. Sponsored Mind Control turned into an all-out assault of
mental telepathy; synthetic telepathy; hacking of all electronic devices; vandilism and thefts of personal
property, extortions, intellectual property violations, obstruction of justice; violations of due process;
thefts and modifications of court documents; and pain and torture through the use of directed energy
devices and weapons that usually fire a low frequency electromagnetic energy at the targeted victim. This
assault was no coincidence in that it began simultaneously with the filing of the federal action in U.S.
District Court, or CATERBONE v. Lancaster County Prison, et. al., or 05-cv-2288. This assault began after
the handlers remotely trained/sychronized Stan J. Caterbone with mental telepathy. The main difference
opposed to most other victims of this technology is that I am connected 24/7 with the same person who
declares telepathically she is a known celebrity. Over the course of 10 years I have been telepathic with
at least 20 known persons and have spent 10 years trying to validate and confirm their identities without
success. Most U.S. intelligence agencies refuse to cooperate, and the Federal Bureau of Investigation and
the U.S. Attorney's Office refuse to comment and act on the numerous formal complaints that are filed in
their respective offices. Most complaints are focused on the routine victimization's of a targeted individual
including but not limited to stalking, harassment, threats, vandalism, thefts, extortion, burglaries, false
imprisonments, fabricated mental health warrants or involuntary commitments, pain and torture to the
body, and most often the cause of obstruction of justice is the computer hacking.
I have a very sophisticated and authentic library of evidence of the use of U.S. Sponsored Mind Control
technologies on my father and brother that dates back to the 1940's while my father was in the U.S. Navy
after he graduated with honors from Air Gunners School in Florida, including an affidavit motorized and
authenticated by my father in 1996. My brother served in the U.S. Air force and was victim to LSD
experiments of the infamous MKULTRA program in the late 1960's.
In 2016 I was the AMICUS for Pennsylvania Attorney General Kathleen Kane in the Pennsylvania Superior
Court Case No. 1164 EDA 2016 in the COMMONWEALTH OF PENNSYLVANIA v. Kane which included perjury
charges during the alleged leaking of grand jury information. Kathleen Kane took on the Good Old Boy
network regarding judicial reform in the Commonwealth of Pennsylvania in an effort to rid the state of the
long standing public corruption ring that was evident from local law enforcement to Supreme Court
Justices, and everyone in between.
In 2015 I filed an amicus curie on behalf of Lisa Michelle Lambert who was convicted in 1992 of the
murder of Laurie Show, both of Lancaster, Pennsylvania. I currently am in litigation in the U.S. Third
Circuit Court of Appeals and in February of 2016 Lisa Michelle Lambert published her book titled
Corruption in Lancaster County My Story, which is available in bookstores and on Amazon.com. I am
in frequent contact with her co-author, Dave Brown of Philadelphia, Pennsylvania.
In 2009 I Proposed an ORGANIZED STALKING AND DIRECTED ENERGY WEAPONS HARASSMENT BILL to
Pennsylvania House of Representative Mike Sturla (Lancaster, Pennsylvania) and City of Lancaster Mayor
Richard Gray in 2009. The draft legislation is the work of Missouri House of Representative Jim Guest,
who has been working on helping victims of these horrendous crimes for years. The bill will provide
protections to individuals who are being harassed, stalked, harmed by surveillance, and assaulted; as well
as protections to keep individuals from becoming human research subjects, tortured, and killed by
electronic frequency devices, directed energy devices, implants, and directed energy weapons. I again

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reintroduced the bill to the Pennsylvania General Assembly in 2015 and frequented the Pennsylvania
Capitol trying to find support and a sponsor; which I still do to this day.
In 2006 I began his role as an Activist Shareholder for Fulton Financial, which is listed as "FULT" on the
NASDAQ stock exchange. As a founder of Financial Management Group, Ltd., a full service financial firm,
Stan J. Caterbone has drawn upon the success in developing the strategic vision for his company and the
experience gained in directing the legal affairs and public offering efforts in dealing with Fulton Financial. I
have been in recent discussions with the Fulton Financial Board of Directors with regards to various
complaints dealing with such issues as the Resource Bank acquisition and the subprime failures. I believe
that Fulton Financial needs management to become more aggressive in it's strategic planning and the
performance it expects from it's management team in order to increase shareholder value. Expanding the
footprint of the regional bank has not yielded an increase to the bottom line that is consistent with the
expectations of shareholders. Lancaster County has seen several local banking institutions acquired by
larger regional banks, thus increasing the competition Fulton Financial will see in it's local marketplace as
well as in it's regional footprint.
In 2005 I, as a Pro Se Litigant filed several civil actions as Plaintiffs that are in current litigation in the
United States District Court for the Eastern District of Pennsylvania, the United States Third District Court
of Appeals, the Pennsylvania Supreme Court, The Pennsylvania Superior Court, the Commonwealth Court
of Pennsylvania, The Court of Common Pleas of Lancaster County, Pennsylvania. These litigations include
violations of intellectual property rights, anti-trust violations, and interference of contracts relating to
several business interests. Central to this litigation is the Digital Movie, Digital Technologies, Financial
Management Group, Ltd,/FMG Advisory, Ltd., and its affiliated businesses along with a Federal False
Claims Act or Federal Whistleblowers Act regarding the firm of International Signal and Control, Plc., (ISC)
the $1Billion Dollar Fraud and the Export violations of selling arms to South Africa and Iraq. This litigation
dates back to 1987. Stan J. Caterbone was a shareholder of ISC, and was solicited by ISC executives for
professional services. The Federal False Claims Act is currently part of RICO Civil Complaint in the United
States District Court for the Eastern District of Pennsylvania and the Third Circuit Court of Appeals, as
docket no. 05-2288.
In 2005 Advanced Media Group/Project Hope filed a Civil Action in the Court of Common Pleas of
Lancaster County against Drew Anthon and the Eden Resort Inn for their attempts to withhold the Tourism
Tax and Hotel Tax that supports the Downtown Lancaster Convention Center & Marriot. We also proposed
an alternative plan to move the Convention Center to the Hotel Brunswick and Lancaster Square to all of
the major stakeholders. The Lancaster County Convention Center is finally under construction with a
March 2009 Opening date.
In 2005 I was selected to attend the Clinton Global Initiative in New York City after submission of
an essay with and application. I received the invitation from Bruce R. Lindsey, Chief Executive Officer of
the William J. Clinton Foundation.
In 2005 I began our philanthropic endeavors by spending our energies and working with such
organizations as; ONE.org, Livestrong.org, WoundedWarriors.org, The Clinton Global Initiative, Lancaster
Convention Center Authority, Lancaster Chamber of Commerce, Toms Project Hope, People to People
International, GlobalWarming.org, Contact Lancaster/24 Hour Suicide Hotline, Schreiber Pediatric Center,
and numerous others.
In 2004 I embarked on our past endeavors in the music and entertainment industries with an emphasis
on assisting for the fair and equitable distribution of artists rights and royalties in the fight against
electronic piracy. We have attempted to assist in developing new business models to address the
convergence of physical and electronic mediums; as it displaces royalties and revenues for those creating,
promoting, and delivering a range of entertainment content via wireless networks.
In 2000 to 2002 I developed an array of marketing and communication tools for wholesalers of the AIM
Investment Group and managed several communication programs for several of the company wholesalers
throughout the United States and Costa Rica. We also began a Day Trading project that lasted until 2004
with success.

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In 1999 I developed a comprehensive business plan to develop the former Sprecher Brewery, known as
the Excelsior Building on E. King Street, in Lancaster, Pennsylvania. This plan was developed in
conjunction with the Comprehensive Economic Development Plan for the Revitalization of Downtown
Lancaster and the Downtown Lancaster Convention Center for the former Watt & Shand building.
In 1999 I contributed to the debate, research, and implementation of strategies to counter the effects of
the global Y2K threat to the worlds computer technologies. I attended the U.S. Sponsored Y2K symposium
and Conference in Washington, D.C. hosted by the Senate Y2K Subcommittee and Senator William
Bennett.
In 1998 I had began to administer the charity giving of Toms Project Hope, a non-profit organization
promoting education and awareness for mental illness and suicide prevention. We had provided funding
for the Mental Health Alliance of Lancaster County, Contact Lancaster (The 24/7 Suicide Prevention
Hotline), The Schreiber Pediatric Center, and other charitable organizations and faith based charities. The
video "Numbers Don't Lie" have been distributed to schools, non profit organizations, faith based
initiatives, and municipalities to provide educational support for the prevention of suicide and to bring
awareness to mental illness problems.
In 1996 I had done consulting for companies under KAL, Inc., during the time that I was controller of
Pflumm Contractors, Inc., I was retained by Gallo Rosso Restaurant and Bar to computerized their
accounting and records management from top to bottom. I had also provided consulting for the
computerization of accounting and payroll for Lancaster Container, Inc., of Washington Boro. I was
retained to evaluate and develop an action plan to migrate the Informations Technologies of the Jay
Group, formally of Ronks, PA, now relocated to a new $26 Million Dollar headquarters located in West
Hempfield Township of Lancaster County. The Jay Group had been using IBM mainframe technologies
hosted by the AS 400 computer and server. I was consulting on the merits of migrating to a PC based real
time networking system throughout the entire organization. Currently the Jay Group employees some 500
employees with revenues in excess of $50 Million Dollars per year.
In 1993 I was retained by Pflumm Contractors, Inc., as controller, and was responsible for saving the
company from a potential bankruptcy. At that time, due to several unpaid contracts, the company was
facing extreme pressure from lenders and the bonding insurance company. We were responsible for
implementing computerized accounting, accounting and contract policies and procedures, human resource
policies and procedures, marketing strategies, performance measurement reporting, and negotiate for the
payment of unpaid contracts. The bonding company was especially problematic, since it was the lifeline to
continue work and bidding for public contracts. The Bank of Lancaster County demanded a complete
accounting of the operations in order to stave off a default on the notes and loans it was holding. We
essentially revamped the entire operation. Within 3 years, the company realized an increase in profits of 3
to 4 times its previous years, and record revenues.
In 1991 I was elected to People to People International and the Citizen Ambassador Program, which was
founded by President Dwight D. Eisenhower in 1956. The program was founded to To give specialists
from throughout the world greater opportunities to work together and effectively communicate with peers,
The Citizen Ambassador program administers face-to-face scientific, technical, and professional exchanges
throughout the world. In 1961, under President John F. Kennedy, the State Department established a non-
profit private foundation to administer the program. We were scheduled to tour the Soviet Union and
Eastern Europe to discuss printing and publishing technologies with scientists and technicians around the
world.
In 1990 I had worked on developing voice recognition systems for the governments technology think
tank - NIST (National Institute for Standards & Technology). I co-authored the article Escaping the Unix
Tar Pit with a scientist from NIST that was published in the magazine DISC, then one of the leading
publications for the CD-ROM industry. Today, most all call centers deploy that technology whenever you
call an 800 number, and voice recognition is prevalent in all types of applications involving
telecommunications.
In 1989 I had founded Advanced Media Group, Ltd., and was one of only 5 or 6 U.S. domestic companies

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that had the capability to manufacture CD-ROM's. We did business with commercial companies,
government agencies, educational institutions, and foreign companies. I performed services and contracts
for the Department of Defense, NASA, National Institution of Standards & Technology (NIST), Department
of Defense, The Defense Advanced Research Projects Agency (DARPA), and the Defense Mapping Agency,
Central Intelligence Agency, (CIA), IBM, Microsoft, AMP, Commodore Computers, American Bankers Bond
Buyers, and a host of others. I also was working with R.R, Donnelly's Geo Systems, which was developing
various interactive mapping technologies, which is now a major asset of Map Quest. Map Quest is the
premier provider of mapping software and applications for the internet and is often used in delivering
maps and directions for Fortune 500 companies. We had arranged for High Industries to sell American
Helix, the manufacturer of compact discs, to R.R. Donnelly. We had brokered a deal and the executives
from Donnellys Chicago headquarters flew to Lancaster to discuss the deal and perform due diligence of
the manufacturing facility located in the Greenfield Industrial Park.
In 1987 Power Station Studios of New York and Tony Bongiovi retained me as executive producer
of a motion picture project. The theatrical and video release was to be delivered in a digital format; the
first of its kind. We had originated the marketing for the technology, and created the concept for the
Power Station Digital Movie System (PSDMS), which would follow the copyright and marketing formula of
the DOLBY technology trademark.
We had also created and developed marketing and patent research for the development and
commercialization of equipment that we intended to manufacture and market to the recording industry
featuring the digital technology. Sidel, Gonda, Goldhammer, and Abbot, P.C. of Philadelphia was the lead
patent law firm that We had retained for the project. Power Station Studios was the brainchild of Tony
Bongiovi, a leading engineering genius discovered by Motown when he was 15. Tony and Power Station
Studios was one of the leading recording studios in the country, and were responsible for developing Bon
Jovi, a cousin. Power Station Studios clients included; Bruce Springsteen, Diana Ross, Cyndi Lauper,
Talking Heads, Madonna, The Ramones, Steve Winwood, and many others. Tony and Power Station
Studios had produced the original Sound Track for the original Star Wars motion picture. It was released
for distribution and was the number one Sound Track recording of its time.
Tony Bongiovi was also active in working and researching different aerospace technologies. * We had
developed and authored a Joint Venture Proposal for SONY to partner with us in delivering the Digital
Movie and its related technologies to the marketplace. The venture was to include the commercialization
of technologies, which Tony Bongiovi had developed for the recording industry simultaneously with the
release of the Digital Movie.
I also created the concept for the PSDMS trademark, which was to be the Trademark logo for the
technology, similar to the DOLBY sound systems trademark. The acronyms stand for the Power Station
Digital Movie System. Today, DVD is the mainstay for delivering digital movies on a portable medium, a
compact disc.
In 1987 I had a created and developed FMG Mortgage Banking, a company that was funded by a major
banking firm in Houston Texas. We had the capability to finance projects from $3 to $100 million dollars.
Our terms and rates were so attractive that we had quickly received solicitations from developers across
the country. We were also very attractive to companies that wanted to raise capital that include both debt
and equity. Through my company, FMG, we could raise equity funding through private placements, and
debt funding through FMG Mortgage Banking. We were retained by Gamillion Studios of Hollywood,
California to secure financing of their postproduction Film Studio that was looking to relocate to North
Carolina. We had secured refinancing packages for Norris Boyd of and the Olde Hickory and were in the
midst of replacing the current loan that was with Commonwealth National Bank. We had meetings and
discussions with Drew Anton of the Eden Resort, for refinancing a portion of his debt portfolio. We were
quickly seeking commitments for real estate deals from New York to California. We also had a number of
other prominent local developers seeking our competitive funding, including Owen Kugal, High Industries,
and the Marty Sponougle a partner of The Fisher Group (owner of the Rt. 30 Outlets). We were constantly
told that our financing packages were more competitive than local institutions.

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In 1986 I had founded Financial Management Group, Ltd (FMG); a large financial services organization
comprised of a variety of professionals operating in one location. We had developed a stock purchase
program for where everyone had the opportunity for equity ownership in the new firm. FMG had financial
planners, investment managers, accountants, attorneys, realtors, liability insurance services, tax
preparers, and estate planners operating out of our corporate headquarters in Lancaster. In one year, we
had 24 people on staff, had approximately 12 offices in Pennsylvania, and
several satellite offices in other states. We had in excess of $50 million under management, and our
advisors were generating almost $4 million of commissions, which did not include the fees from the other
professionals. We had acquired our own Broker Dealer firm and were valued at about $3 to $4 million.
In 1985 I developed the Easter Regional Free Agent Camp, the first Free Agent Camp for the Professional
Football industry; which was videotaped for distribution to the teams scouting departments. (See
Washington Post page article of March 24, 1985) Current camps were dependant on the team scouts to
travel from state to state looking for recruits. We had developed a strategy of video taping the camp and
the distributing a copy, free of charge to the teams, to all of the scouting departments for teams in all
three leagues FL, CFL and WFL. My brother was signed at that camp by the Ottawa Roughriders of the
CFL, and went on to be a leading receiver while J.C. Watts was one of the leagues most prominent
quarterbacks. My brother also played 2 years with the Miami Dolphins while Dan Marino was starting
quarterback. We were a Certified Agent for the National Football League Players Association. Gene
Upshaw, the President of the NFLPA had given me some helpful hints for my camp, while we were at a
Conference for agents of the NFL. The Washington Post wrote a full-page article about our camp and
associated it with other camps that were questionable about their practices. Actually, that was the very
reason for our camp. We had attended many other camps around the country that were not very well
organized and attracted few if any scouts. We had about 60 participants, with one player coming from as
far away as Hawaii. We held the camp at Lancaster Catholic, with a professional production company
filming the entire camp, while I did the editing and produced the video. The well respected and widely
acclaimed professional football scout, Gil Brandt, of the Dallas Cowboys, had given me support for my
camp during some conversations We had with him and said he looked forward to reviewing the tapes for
any hopeful recruits.
In 1985 I was elected Vice President of the Central Pennsylvania Chapter of the International Association
of Financial Planners, and helped build that chapter by increasing membership 3to 4 times. We had
personally retained the nationally acclaimed and nationally syndicated Financial Planner, Ms. Alexandria
Armstrong of Washington D.C.; to host a major fundraiser. More than 150 professionals attended the
dinner event that was held at the Eden Resort & Conference Center. Ms. Armstrong discussed financial
planning and how all of the professions needed to work together in order to be most effective for their
clients. We attracted a wide variety of professionals including; brokers, lawyers, accountants, realtors, tax
specialists, estate planners, bankers, and investment advisors. Today, it has become evident that financial
planning was the way of the future. In 1986 executives approached us from Blue Ball National Bank to
help them develop a Financial Planning department within their bank.
In 1984 I had helped to develop strategic planning for Sandy Weill, former President of Citi Group (the
largest banking entity in the U.S). We were one of several associates asked to help advise on the future of
Financial Planning and how it would impact the brokerage and the investment industry at large. Mr. Weil
was performing due diligence for the merger of American Express and IDS (Investors Diversified
Services). We were at that time a national leader in the company in delivering Fee Based Financial
Planning Services, which was a new concept in the investment community and mainstream investors. That
concept is now widely held by most investment advisers.

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B. Insiders of the Debtor
[Insert a detailed list of the names of Debtor=s insiders as defined in 101(31) of the United
States Bankruptcy Code (the Code) and their relationship to the Debtor. For each insider, list all
compensation paid by the Debtor or its affiliates to that person or entity during the two years prior to
the commencement of the Debtors bankruptcy case, as well as compensation paid during the
pendency of this chapter 11 case.]
THERE ARE NO INSIDERS OF THE DEBTOR, STAN J. CATERBONE, PRO SE
C. Management of the Debtor Before and During the Bankruptcy
During the two years prior to the date on which the bankruptcy petition was filed, the officers,
directors, managers or other persons in control of the Debtor (collectively the Managers) were [List
the Managers of the Debtor prior to the petition date].
THERE ARE NO DIRECTORS, MANAGERS, OR THER PERSONS, OTHER THAN THE DEBTOR, STAN
J. CATERBONE, PRO SE
The Managers of the Debtor during the Debtors chapter 11 case have been: [List Managers of the
Debtor during the Debtors chapter 11 case.] After the effective date of the order confirming the Plan, the
directors, officers, and voting trustees of the Debtor, any affiliate of the Debtor participating in a joint Plan
with the Debtor, or successor of the Debtor under the Plan (collectively the Post Confirmation
Managers), will be: [List Post Confirmation Managers of the Debtor.] The responsibilities and
compensation of these Post Confirmation Managers are described in section __ of this Disclosure
Statement.
D. Events Leading to Chapter 11 Filing

[Describe the events that led to the commencement of the Debtors bankruptcy case.]
In 1987 Stan J. Caterbone went public with allegations of fraud within International Signal and
Control, or ISC as they were commonly referred. After discussions with ISC and United Chem Con
officials (an ISC/James Guerin straw company), and as a shareholder of record since 1983 of ISC, Stan J.
Caterbone had a meeting with an ISC executive on June 23, 1987, which resulted in a 22 year legal
odyssey. The discussions involved a joint venture with his company, Financial Management Group, Ltd.,
or FMG, Ltd., but ended in disclosure of his recent public allegations of fraud. Four years later, ISC
founder and chairman James Guerin, and other officials and companies pleaded guilty to a $1 Billion
Dollar Fraud and export violations including the selling of arms through South Africa to Iraq and Sadaam
Hussein. However, money, power, influence and public corruption had been used to cover-up the activities
and Federal False Claims Act violations of Stan J. Caterbone for the next eighteen years. There ensued a
total blockade of all United States Courts for all redress and remedy available in accordance with federal,
state, and local laws. This included recovery of his business interests; intellectual property; real estate;
personal and business real property; his unblemished and impressive reputation; and his most valuable
asset - the ability to produce income. This might be legally referred to as the Right-To-Work under federal
statutes. Notwithstanding, Stan J. Caterbone has never made a bad investment or developed a business
that did not make a profit over the next 22 years. This includes two real estate properties that were
illegally seized through foreclosure proceedings.
Since 1987 Stan J. Caterbone has been a prisoner and enemy of the state. ISC was a Department
of Defense (DOD) Contractor and a partner with United States Intelligence Agencies since it's beginings in
the early 1970's. One of it's first contracts was Project X with the National Security Agency or NSA of Ft.
Meade, Maryland.

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In summary, the following are facts and part of the public record regarding INTERNATIONAL SIGNAL
& CONTROL OR ISC:
Once the third (3rd) largest employer in the County of Lancaster, Pennsylvania, with
over 5,000 employees.
James Guerin, founder and CEO was once the largest philanthropist to charitable
organizations in the County of Lancaster, Pennsylvania.
The ISC/Ferranti Scandal was the third (3) largest white-collar fraud within the United
States as of 1992.
The following are some of the public officials and politicians associated with ISC:
George H.W. Bush, former U.S. President, and Director of the Central Intelligence Agency
(CIA).
Robert Gates, former Director of the Central Intelligence Agency (CIA) and current
Secretary of Defense.
Bobby Ray Inman, former Board of Directors if ISC, former Director of the NSA, and
currently associated and directly involved with Mind Control Research organizations.
Alexander Haig, former U.S. Secretary of State, and ISC lobbyist and Board of Directors?
Joseph McDade, former Pennsylvania House of Representative and Chair of the
Appropriations Committee who was later investigated for the United Chem Con scandal.
Carlos Cardoen/Cardoen Industries, a joint venture partner with ISC and arms
merchant for the cluster bomb who eventually sold to Iraq and other Middle Eastern
Countries under U.S. sanctions.
ISC was credited with the design of the cluster bomb, and has patents filed in the U.S.
Patent Office.
In 1987 ISC completed the merger with the 3rd largest defense contractor of Great Britain,
Ferranti International; who paid $1 billion dollars for ISC and all of it's subsidiaries.
ABC News/Financial Times aired 3 episodes on ABC Nightline with Ted Koppel regarding
the ISC/CIA defense weapons; technologies; and cluster bombs to Iraq story and lead into
the allegations that then nominee for the Director of CIA Robert Gates was involved with
ISC and the selling of arms to Iraq.
ABC News 20/20 aired a story on the ISC/CIA efforts to sell cluster bombs to Saadam
Hussein and Iraq on February 1, 1991 days after the start of the Persian Gulf War I, with
the initial bombing raid destroying a cluster bomb factory built in Iraq by Carlos Cardoen.
On July 1st and 2nd of 1987 Stan J. Caterbone solicited the legal counsel of Lancaster
Attorney Joseph Roda for counsel regarding, FMG, Ltd., International Signal & Control
(ISC); Commonwealth Bank, etc., and was billed for his services. Joseph Roda did
absolutely nothing but refute Stan J. Caterbone's claims and would not believe him.
In Clark v. Guerin (CI-1990-0074 Lancaster County Court of Common Pleas), Lancaster
Attorney Joseph Roda represented William Clark, ISC's in-house legal counsel, and never
mentioned any conflict to Stan J. Caterbone in 1987.
In Clark v. Guerin (CI-1990-0074 Lancaster County Court of Common Pleas), James
Guerin deposited $1.75 million dollars into an escrow account at Fulton Bank, Lancaster,
County.
In Clark v. Guerin (CI-1990-0074 Lancaster County Court of Common Pleas),
Christopher Underhill of Harman, Underhill & Brubaker, represented James Guerin. In
2005 Christopher Underhill represented the Manheim Township Police Department (05-cv-
2288 U.S. District Court for the Eastern District of Pennsylvania) CATERBONE v. Lancaster
County Prison, et. al.,.
In Clark v. Guerin (CI-1990-0074 Lancaster County Court of Common Pleas),
Philadelphia Attorney Joseph Tate represented James Guerin and ISC, and in 2007 Joseph
Tate represented Scooter Libby during his federal prosecution by U.S. Special Prosecutor
Fitzpatrick.

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THE MANIFEST OF A COVER-UP
Not only did the allegations of fraud within ISC have to be silenced at a time when merger
negotiations were ongoing with Ferranti, but all of the fraud; extortion; public corruption; burglaries; civil
rights violations; anti-trust and intellectual property right violations; lender liability torts; false arrests;
false imprisonments; as well as other civil and criminal activities had to be covered up and buried in
bureaucratic red tape. Information and findings are still being uncovered and discovered to this day.
Contrary to popular belief, up until 1996 a grand jury investigation into ISC was still ongoing. It is not
known whether it has closed or not. All of these activates constitute a RICO crime due to the pattern and
organization of the perpetrators. The pattern and source of the activities can be traced back to 1987,
with subgroups changing over time, but still engaging in the same practices. The following plan of
action was followed in order to perpetrate the cover-up:
Totally discredit Stan(ley) J. Caterbone and any and all allegations in every way
possible.
Fabricate a history of mental illness.
Fabricate a criminal record.
Attach his character and honesty with rumors and propaganda.
Extort and maintain his net worth to $ zero or load him with debts.
Keep him out of any profession and or occupation when and where possible.
Totally isolate him and disenfranchise him from his friends, colleagues, and family
into a life of solitaire.
Somehow persuade the community of Lancaster County to buy into this plan of
action through money, favors, etc.,
Always keep attorneys and anyone remotely involved with the legal community
away at times when efforts for justice are pursued.
When attempts to enter the U.S. legal system arise, isolate, harass, and extort any
monies and/or possessions of value.
Change the history of events and the truth.
THE COURTS AND THE UNITED STATES LEGAL SYSTEM
For 18 years, (from 1987 until 2005) it has always been fairly easy to keep these issues from court
dockets and judges. During these years Stan J. Caterbone had solicited at least twenty attorneys, some
from large firms with national recognition in their respective fields of specialties. Attorneys from New York
City to Santa Barbara and San Diego California were visited and consulted as well as a group of ex FBI
agents who specialized in white collar crime that are now globally recognized. However, the money and
influence of persons and entities that wanted these issues silence always prevailed. The issues were so
complex and convoluted, and involved such high profile politicians and U.S. agencies, it was far easier to
state that there was no case, or their were no claims that would result in remedy or redress. Between the
Republican Party and the Department of Defense, the CIA and the NSA, there was not an attorney that
could not be influenced. The obstruction of justice and due process in this case is most likely
unprecedented in nature and in malice.
However in 2005 that all changed when Stan J. Caterbone appeared as a pro se litigant
representing himself, without any counsel, in the United States District Court for the Eastern District of
Pennsylvania in CATERBONE v. The Lancaster County Prison, et. al., or case no. 05-cv-2288. This case is
still not settled and has been withdrawn by plaintiff Stan J. Caterbone in October of 2008 after
a successful ruling in the U.S. Third Circuit Court of Appeals (07-4474) in September of 2008.
The case will be continued upon the security of evidence and the cease and desist of
obstruction of justice and due process. On May 16, 2005 at the Federal Courthouse in Philadelphia,
Stan J. Caterbone filed the case under seal. One week later in the United States Bankruptcy Court for
Eastern Pennsylvania in Reading, Pennsylvania, again appearing as pro se, Stan J. Caterbone filed a

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petition for protection under the Chapter 11 Bankruptcy Code, in case no. 05-23059.
These acts of entering the United States legal system with these issues triggered yet another
round of attempts to keep these cases from the courts and judges - Organized Stalking with Directed
Energy Devices and Weapons, built on a foundation of mental telepathy or total Mind Control.
REMOTE VIEWING; ORGANIZED STALKING; DIRECTED ENERGY DEVICES AND WEAPONS.

Organized stalking and harassment began in 1987 following the public allegations of fraud within
ISC. This organized stalking and harassment was enough to drive an ordinary person to suicide. As far
back as the late 1980's Stan J. Caterbone knew that his mind was being read, or "remotely viewed". This
was verified and confirmed when information only known to him, and never written, spoken, or typed,
was repeated by others. In 1998, while soliciting the counsel of Philadelphia attorney Christina Rainville,
(Rainville represented Lisa Michelle Lambert in the Laurie Show murder case), someone introduced the
term remote viewing through an email. That was the last time it was an issue until 2005. The term was
researched, but that was the extent of the topic. Remote Viewers may have attempted to connect in a
more direct and continuous way without success.
In 2005 the U.S. sponsored mind control turned into an all-out assault of mental telepathy;
synthetic telepathy; and pain and torture through the use of directed energy devices and weapons that
usually fire a low frequency electromagnetic energy at the targeted victim. This assault was no
coincidence in that it began simultaneously with the filing of the federal action in U.S. District Court, or
CATERBONE v. Lancaster County Prison, et. al., or 05-cv-2288. This assault began after the handlers
remotely trained Stan J. Caterbone with mental telepathy. The main difference opposed to most other
victims of this technology is that Stan J. Caterbone is connected 24/7 with a person who declares that she
is Interscope recording artist Sheryl Crow of Kennett Missouri. Stan J. Caterbone has spent 3 years trying
to validate and confirm this person without success. Most U.S. intelligence agencies refuse to cooperate,
and the Federal Bureau of Investigation and the U.S. Attorney's Office refuse to comment. See attached
documents for more information.
In 2006 or the beginning of 2007 Stan J. Caterbone began his extensive research into mental
telepathy; mind control technologies; remote viewing; and the CIA mind control program labeled MK
ULTRA and it's subprograms.
In 2015 Stan J. Caterbone and Advanced Media Group had to again return to local, state, and
federal courts. Again the obstruction of due process, the local gang stalking, torture, trespass, thefts, and
the like began in earnest. From the fabricated Petition for Involuntary Psychiatric Commitment of April
2010 by Detective Clark Bearinger, until January of 2015, Stan J. Caterbone and Advanced Media Group
had been in seclusion and in a state of rehabilitation and rest due to the forced medication by Fairmount
Behavioral Hospital and Dr. Silvia Gratz. The psychotropic drugs reduce your motor skills and put you in
an extreme state of confusion. By the end of the summer of 2010 every social media site, including the
www.amgglobalentertainmentgroup.com website was taken off-line due to the intimidation and coercion
by Detective Clark Bearinger.
In May Stan J. Caterbone had again endured the Attacks and Torture from the employees of the
Lancaster County Courthouse, and the Lancaster County Government Building. Then soon after the
Residents of Lancaster County engaged in a massive Organized Stalking Campaign. In addition an
extreme Computer Hacking Campaign was initiated and executed in an effort to again SILENCE Stan J.
Caterbone and Advanced Media Group. And Again, the Lancaster City Police Department took the lead
role. As usual Stan J. Caterbone summoned state and federal authorities for help and assistance,
including direct communications with the White House, the Federal Bureau of Investigation, the
Pennsylvania Attorney General's Office and Kathleen Kane, The Pennsylvania State Police, the
Pennsylvania General Assembly, several U.S. Congressmen, and of course the Lancaster County District
Attorney's Office. Since August 1, 2015 the Geek Squad had performed diagnostics and repairs six (6)
times due to computer hacking. On at least 2 occasions the entire hard drive had to be wiped clean and
restored.

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On June 23, 2015 Stan J. Caterbone was named MOVANT in the 2014 Habeus Corpus
Petition by Lisa Michelle Lambert, Case No. 14:02559 in the U.S. District Court for the Eastern
District of Pennsylvania after filing an Amicus on the case. Judge Paul Diamond was presiding
since it's filing in 2014. However, the Petition was not able to be granted and the case was
stalled on jurisdictional law based on new and compelling evidence, or lack there of. The
Amicus was filed to cure that deficiency with direct witness corroboration to the Prosecutorial
Misconduct and Innocence of Lisa Michelle Lambert. In fact a working theory was filed that
suggested that the East Lampeter Police Department engaged in a strategy of Entrapment
that lead to the unfortunate murder in 1991. This, would of course, allow a wrongful death
claim to be filed by the Show family. The case is now before the Third Circuit Court of Appeals,
Case No. 15-3400. There are three (3) questions that the Third Circuit may rule on; whether to
free Lisa Michelle Lambert, or grant her her Habeus Corpus, and whether to grant Summary
Judgment to Stan J. Caterbone in all civil actions in both state and federal courts.
Two weeks later, on July 9, 2015, Detective Clark Bearinger filed another fabricated Petition for
Involuntary Psychiatric Commitment. And again Stan J. Caterbone endured 7 days in the Fairmount
Behavioral Hospital in Philadelphia. However, this time there was no MANDATORY Treatment Program
Ordered by the Lancaster County Court of Common Pleas. So Stan J. Caterbone continued filing in the
courts for assistance and resolution. In August, in a desperate attempt to stop the local torture
campaign, another Emergency Injunction was filed in the Lancaster County Court of Common Pleas. On
August 6, 2015 Stan J. Caterbone went so far as to undertake a Professional Polygraph Test administered
by Bonnie Lee of Polygraph Solutions of West Chester, Pennsylvania. The test ended up being 4 grueling
hours of torture and a scam of $600.00.
On July 9th , 2015 a Private Criminal Complaint was filed against Detective Clark Bearinger, Officer
Williams, Officer Binderup, and 2 unidentified patrolman. The Complaint contained allegations of torture
and abuse at every moment of contact. The Lancaster City Police Department were so desperate for
retaliation from the Amicus filing in the Lisa Michelle Lambert case, that they actually broke the door in of
1250 Fremont Street in order to execute the fabricated 302 petition. The Complaint was denied by the
Lancaster County District Attorney on August 8 th . The Complaint is now under a Petition for Review by
the Lancaster County Court of Common Pleas.
On August 17, 2015 another Emergency Injunction for Relief was filed in the Lancaster County
Court of Common Pleas, Case No. 15-06985. The Injunction was heard by Judge Jeffrey Wright, who
dismissed it as frivolous. An appeal, MD 1561, is pending in the Superior Court of Pennsylvania.
In addition, by September 26, 2015 Stan J. Caterbone had been granted Electronic Filing Privileges
in the local, state, and federal courts. This should alleviate the fraud and abuses of the U.S. Postal
Service and the computer hackers.
In 2015 Stan J. Caterbone identifies a trend that suggests that the Lancaster County community-
at-large was subject to either community targeting or community hypnosis. The community targeting
theory is supported by experts Jullianne McKinney, Cheryl Welsh, and Dr. John Hall. The community
hypnosis theory is supported by direct personal relationships with the Amazing Kreskin, Samuel P.
Caterbone and Stan J. Caterbone.
In September of 2015 Stan J. Caterbone begins to digitize a library of approximately 45 audio

cassette tapes from his father, Samuel P. Caterbone. The tapes range in date from 1971 to 1996. The
tapes prove an identical targeting campaign against both Samuel P. Caterbone and Stan J. Caterbone.
In addition the tapes confirm that Steven P. Caterbone, brother of Stan J. Caterbone, was most likely a
target dating back to the early 1960's. In addition, the death of Samuel P. Caterbone on July 20, 2001
was confirmed to be that of murder, not natural causes.
In the early 1990's Dr. Phillip Caterbone, brother, had been solicited by the National Institute of

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Health, or NIH in Washington, D.C., for a fellowship to research and catalog a study to find a genetic
marker for depression in the CATERBONE family. Phil interviewed all living descendants and relatives of
my father, Samuel P. Caterbone, Jr., and took blood samples. I am alleging that this was a deliberate act
to continue the cover story of mental illness to distract and provide plausible deniability for any linkage to
U.S. Sponsored Mind Control.
WAS THE PLAINTIFF PLACED ON TERRORIST LIST BY HOMELAND SECURITY SECRETARY TOM
RIDGE IN 2004?
On March 8, 2016 I was illegally detained, handcuffed and interrogated by no less than eight (8)
National Security Agency Police in the barracks of Ft. Meade Maryland with no probable cause for
approximately 2 hours. My auto was searched and sniffed by the NSA CANINE UNIT. I was interrogated
about events from 1987 to the present involving my Whistleblowing activities, my litigation, my mental
health record and my intent on why I was traveling to Washington, D.C. I was commanded not to
continue on to Washington, D.C. And was commanded not to enter any federally owned property again. I
left the barracks and proceeded home to Lancaster, PA.
In July of 2005 at a military museum (Open to the Public) on a military base I was detained and
interrogated by two (2) Defense Intelligence Agents, or DIA of the Department of Defense in Austin, Texas
for about 1 hours for no probable cause. I was asked the same questions as above and was not allowed
to leave until the agents verified that I was staying with my brother, Dr. Phillip Caterbone, who at the time
resided in Austin, Texas. I was commanded not to ever enter a military base again.
In January of 2006 I was detained and interrogated by Homeland Security in Houston Airport upon
the return from Puerto Vallarte, Mexico after being pulled from the line for allegedly having plastic
explosives in my back pack. Of course it was fabricated and I was allowed to leave.
The Courts must consider UNJUST ENRICHMENT in this case. (Wikipedia, The Free Dictionary by
FARLEX) - A general equitable principle that no person should be allowed to profit at another's expense
without making restitution for the reasonable value of any property, services, or other benefits that have
been unfairly received and retained. Although the unjust enrichment doctrine is sometimes referred to as
a quasi-contractual remedy, unjust enrichment is not based on an express contract. Instead, litigants
normally resort to the remedy of unjust enrichment when they have no written or verbal contract to
support their claim for relief. In such instances litigants ask a court to find a contractual relationship that
is implied in law, a fictitious relationship created by courts to do justice in a particular case.
Targeted Individuals - An Overview (Taken from the following website)

http://targetedindividual.blogspot.com/
Essentially, a targeted individual has officially been declared an "enemy of the State". Your
unrelenting harassment has now entered an entirely new phase. From what was once State and most
likely federal law enforcement surveillance (for whatever reason) has now graduated to a little-known
CIA / U.S. military psychological harassment & physical torture campaign that is so extensive and
seemingly so absurd to the average American citizen, you will almost certainly be labeled as having a
mental illness and/or paranoia just for simply describing what has now become your daily reality. The only
other people that truly understand the extent of the harassment & torture are fellow targeted individuals
who have also been experiencing similar violations of their civil, constitutional and basic human rights.
"I'm being followed everywhere I go", "it seems like they are everywhere", "it's like they can read
my mind and know where I'll be"...these are the types of statements, that while actually quite accurate
(keep reading), can easily make a targeted individual appear to have lost their mind. In order for it to
make more sense, let's once again review who is now orchestrating this abuse against a targeted
individual. Our military (essentially our international police force) and our intelligence community are in
control. This harassment campaign has reached the highest levels of our government and as such, the
resources at their disposable are truly unimaginable. Is it just the military perpetrating this harassment
campaign? Of course NOT! They have simply been handed control. What this means for a targeted
individual is that EVERY law enforcement tool available from your local community watch, community

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organizations (ie Freemasons) and "concerned citizen" types all the way up through Homeland Security
including the U.S. military have placed YOU in their cross hairs. If you are a targeted individual your
conversations are being monitored (whether inside your home, your car, your office, and obviously your
telephone), your movements and actions are constantly being monitored (whether inside your home or
out in public), your electronic correspondence is being monitored (email, websites you visit, letters you
write on your computer, etc) - you are being WATCHED! 24/7/365. Again, this isn't your local Sheriff
sitting in an "unmarked" patrol car eating his donut on a stakeout. A targeted individual has every known
(AND classified) technology being deployed, and most likely TESTED, against them. Understand it and
deal with it in a logical and sensible manner. I don't mean to alarm you, but this is the unfortunate reality
that any targeted individual now finds them self in. Maybe it's a little clearer now HOW "they" can be
everywhere you go and seem to be able to "read your mind". Targeted individuals are not crazy - but be
very careful...the perception of mental illness is one of the many traps a program like this was designed to
create. If not the actual illness itself.
So, besides an absolute abomination of a targeted individuals right to privacy, what other tactics
are being deployed against a targeted individual. The hardest to prove and the most criminal tactic used
(especially when a target has 3 young & developing children in the home such as myself) is a continuous
poisoning and torture of the target by invisible directed electromagnetic radiation. If this is a new topic to
you, it may be unclear exactly what electromagnetic radiation (EMR) is. After all, it's not exactly the kind
of topic an average American is thinking about. Well, to name a few examples, electromagnetic radiation
ranges from radio frequency waves (RF) to the more destructive & potentially deadly ionizing forms of x-
rays and gamma rays. In the lower to mid spectrum there are also radar waves, microwaves, ultraviolet
and infrared light waves.
What I noticed when this harassment campaign began for myself toward the end of 2005 was the
continuous jet plane(s) that suddenly began flying "holding patterns" for extended periods of time above
& around my home. My theory is that these planes are equipped with sophisticated radar imaging
technology. Possibly very high powered infrared imaging cameras as well. Rather than using these
electromagnetic radiation devices to "search" for something, in the case of a targeted individual these
devices are used to slowly poison and "overload" the targeted individual with continuous high doses of
directed electromagnetic radiation. Once a targeted individuals body has been properly overexposed over
a period of time (months), other portable devices may then be used to keep a target in a constant state of
agitation and dis-ease. And for the more fragile among us, maybe even death! This tactic can be the
premier form of making a target seem crazy by forcing them to report what appear to be insane
accusations against neighbors, the people "following them everywhere", planes over their home and the
government. Another obvious reason for deploying this invisible & silent torture tactic is to provoke a
targeted individual to lash out in sheer frustration and anger against the closest person (who most likely
has absolutely nothing to do with the ongoing abuse). Essentially, this is the ultimate version of
entrapment. And may even be the ultimate, basically unprovable form of a state-sanctioned murder!
COINTELPRO
COINTELPRO (a portmanteau derived from COunter INTELligence PROgram) was a series of covert,
and at times illegal,[1][2] projects conducted by the United States Federal Bureau of Investigation (FBI)
aimed at surveilling, infiltrating, discrediting and disrupting domestic political organizations.[3]
FBI records show that COINTELPRO resources targeted groups and individuals that the FBI deemed
subversive,[4] including anti-Vietnam War organizers, activists of the Civil Rights Movement or Black
Power movement (e.g., Martin Luther King, Jr. and the Black Panther Party), feminist organizations, anti-
colonial movements (such as Puerto Rican independence groups like the Young Lords), and a variety of
organizations that were part of the broader New Left.
FBI Director J. Edgar Hoover issued directives governing COINTELPRO, ordering FBI agents to
"expose, disrupt, misdirect, discredit, neutralize or otherwise eliminate" the activities of these movements
and especially their leaders.[5][6] Under Hoover, the agent in charge of COINTELPRO was William C.
Sullivan.[7] Attorney General Robert F. Kennedy personally authorized some of these programs.[8]
Although Kennedy only gave written approval for limited wiretapping of King's phones "on a trial basis, for

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a month or so",[9] Hoover extended the clearance so his men were "unshackled" to look for evidence in
any areas of King's life they deemed worthy.[10]
The History of COINTELPRO

Centralized operations under COINTELPRO officially began in August 1956 with a program designed
to "increase factionalism, cause disruption and win defections" inside the Communist Party U.S.A.
(CPUSA). Tactics included anonymous phone calls, IRS audits, and the creation of documents that would
divide the American communist organization internally.[11] An October 1956 memo from Hoover
reclassified the FBI's ongoing surveillance of black leaders, including it within COINTELPRO, with the
justification that the movement was infiltrated by communists.[12] In 1956, Hoover sent an open letter
denouncing Dr. T.R.M. Howard, a civil rights leader, surgeon, and wealthy entrepreneur in Mississippi who
had criticized FBI inaction in solving recent murders of George W. Lee, Emmett Till, and other blacks in
the South.[13] When the Southern Christian Leadership Conference (SCLC) was founded in 1957, the FBI
began to monitor and target the group almost immediately, focusing particularly on Bayard Rustin,
Stanley Levison, and, eventually, Rev. Martin Luther King, Jr.[14]
After the 1963 March on Washington for Jobs and Freedom, Hoover singled out King as a major
target for COINTELPRO. Under pressure from Hoover to focus on King, Sullivan wrote:
In the light of King's powerful demagogic speech. ... We must mark him now, if we have not done
so before, as the most dangerous Negro of the future in this nation from the standpoint of communism,
the Negro, and national security.[16]
Soon after, the FBI was systematically bugging King's home and his hotel rooms, as they now were
aware that King was growing in stature daily as the leader among leaders of the Negro movement.[17]
In the mid-1960s, King began publicly criticizing the Bureau for giving insufficient attention to the
use of terrorism by white supremacists. Hoover responded by publicly calling King the most "notorious
liar" in the United States.[18] In his 1991 memoir, Washington Post journalist Carl Rowan asserted that
the FBI had sent at least one anonymous letter to King encouraging him to commit suicide.[19] Historian
Taylor Branch documents an anonymous November 21, 1964 "suicide package" sent by the FBI that
contained audio recordings of King's sexual indiscretions combined with a letter telling him "There is only
one way out for you. You better take it before your filthy, abnormal, fraudulent self is bared to the nation."
And even by 1969, as has been noted elsewhere, "[FBI] efforts to 'expose' Martin Luther King, Jr. had not
slackened even though King had been dead for a year. [The Bureau] furnished ammunition to
conservatives to attack King's memory, and...tried to block efforts to honor the slain leader." [20]
During the same period the program also targeted Malcolm X. While an FBI spokesman has denied
that the FBI was "directly" involved in Malcolm's murder, it is documented that the Bureau worked to
"widen the rift" between Malcolm and Elijah Muhammad through infiltration and the "sparking of
acrimonious debates within the organization," rumor-mongering, and other tactics designed to foster
internal disputes; which ultimately led to Malcolm's assassination.[21][22] The FBI heavily infiltrated
Malcolm's Organization of Afro-American Unity in the final months of his life. The Pulitzer Prize-winning
biography of Malcolm X by Manning Marable asserts that most of the men who plotted Malcolm's
assassination were never apprehended and that the full extent of the FBI's involvement in his death
cannot be known.[23][24]
Amidst the urban unrest of JulyAugust 1967, the FBI began "COINTELPROBLACK HATE", which
focused on King and the SCLC as well as the Student Nonviolent Coordinating Committee (SNCC), the
Revolutionary Action Movement (RAM), the Deacons for Defense and Justice, Congress of Racial Equality
(CORE), and the Nation of Islam.[25] BLACK HATE established the Ghetto Informant Program and
instructed 23 FBI offices to "disrupt, misdirect, discredit, or otherwise neutralize the activities of black
nationalist hate type organizations".[26]

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A March 1968 memo stated the program's goal was to "prevent the coalition of militant black
nationalist groups" ; to "Prevent the RISE OF A 'MESSIAH' who could unify...the militant black nationalist
movement" ; "to pinpoint potential troublemakers and neutralize them before they exercise their potential
for violence [against authorities]." ; to "Prevent militant black nationalist groups and leaders from gaining
RESPECTABILITY, by discrediting them to...both the responsible community and to liberals who have
vestiges of sympathy..."; and to "prevent the long-range GROWTH of militant black organizations,
especially among youth." Dr. King was said to have potential to be the "messiah" figure, should he
abandon nonviolence and integrationism;[27] Stokely Carmichael was noted to have "the necessary
charisma to be a real threat in this way;" as he was seen as someone who espoused a much more militant
vision of "black power."[28]
This program coincided with a broader federal effort to prepare military responses for urban riots,
and began increased collaboration between the FBI, Central Intelligence Agency, National Security Agency,
and the Department of Defense. The CIA launched its own domestic espionage project in 1967 called
Operation CHAOS.[29] A particular target was the Poor People's Campaign, a national effort organized by
King and the SCLC to occupy Washington, D.C. The FBI monitored and disrupted the campaign on a
national level, while using targeted smear tactics locally to undermine support for the march.[30]
Overall, COINTELPRO encompassed disruption and sabotage of the Socialist Workers Party (1961),
the Ku Klux Klan (1964), the Nation of Islam, the Black Panther Party (1967), and the entire New Left
social/political movement, which included antiwar, community, and religious groups (1968). A later
investigation by the Senate's Church Committee (see below) stated that "COINTELPRO began in 1956, in
part because of frustration with Supreme Court rulings limiting the Government's power to proceed
overtly against dissident groups ..."[31] Official congressional committees and several court cases[32]
have concluded that COINTELPRO operations against communist and socialist groups exceeded statutory
limits on FBI activity and violated constitutional guarantees of freedom of speech and association.[1]
The COINTELPRO Program Exposed
The building broken into by the Citizen's Commission to Investigate the FBI, at One Veterans
Square, Media, Pennsylvania
The program was successfully kept secret until 1971, when the Citizens' Commission to Investigate
the FBI burgled an FBI field office in Media, Pennsylvania, took several dossiers, and exposed the program
by passing this material to news agencies.[33] Many news organizations initially refused to publish the
information. Within the year, Director J. Edgar Hoover declared that the centralized COINTELPRO was over,
and that all future counterintelligence operations would be handled on a case-by-case basis.[34][35]
Additional documents were revealed in the course of separate lawsuits filed against the FBI by NBC
correspondent Carl Stern, the Socialist Workers Party, and a number of other groups. In 1976 the Select
Committee to Study Governmental Operations with Respect to Intelligence Activities of the United States
Senate, commonly referred to as the "Church Committee" for its chairman, Senator Frank Church of
Idaho, launched a major investigation of the FBI and COINTELPRO. Journalists and historians speculate
that the government has not released many dossier and documents related to the program. Many
released documents have been partly, or entirely, redacted.
The Final Report of the Select Committee castigated conduct of the intelligence community in its
domestic operations (including COINTELPRO) in no uncertain terms:
The Committee finds that the domestic activities of the intelligence community at times violated
specific statutory prohibitions and infringed the constitutional rights of American citizens. The legal
questions involved in intelligence programs were often not considered. On other occasions, they were
intentionally disregarded in the belief that because the programs served the "national security" the law did
not apply. While intelligence officers on occasion failed to disclose to their superiors programs which were

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illegal or of questionable legality, the Committee finds that the most serious breaches of duty were those
of senior officials, who were responsible for controlling intelligence activities and generally failed to assure
compliance with the law.[1] Many of the techniques used would be intolerable in a democratic society
even if all of the targets had been involved in violent activity, but COINTELPRO went far beyond that ...
the Bureau conducted a sophisticated vigilante operation aimed squarely at preventing the exercise of
First Amendment rights of speech and association, on the theory that preventing the growth of dangerous
groups and the propagation of dangerous ideas would protect the national security and deter violence.
[31]
Range of targets
At its inception, the program's main target was the Communist Party.[36] According to the Church
Committee:
While the declared purposes of these programs were to protect the "national security" or prevent
violence, Bureau witnesses admit that many of the targets were nonviolent and most had no
connections with a foreign power. Indeed, nonviolent organizations and individuals were targeted
because the Bureau believed they represented a "potential" for violenceand nonviolent citizens
who were against the war in Vietnam were targeted because they gave "aid and comfort" to violent
demonstrators by lending respectability to their cause.
The imprecision of the targeting is demonstrated by the inability of the Bureau to define the
subjects of the programs. The Black Nationalist program, according to its supervisor, included "a
great number of organizations that you might not today characterize as black nationalist but which
were in fact primarily black." Thus, the nonviolent Southern Christian Leadership Conference was
labeled as a Black Nationalist-"Hate Group."
Furthermore, the actual targets were chosen from a far broader group than the titles of the
programs would imply. The CPUSA program targeted not only Communist Party members but also
sponsors of the National Committee to Abolish the House Un-American Activities Committee and
civil rights leaders allegedly under Communist influence or deemed to be not sufficiently "anti-
Communist". The Socialist Workers Party program included non-SWP sponsors of anti-war
demonstrations which were cosponsored by the SWP or the Young Socialist Alliance, its youth
group. The Black Nationalist program targeted a range of organizations from the Panthers to SNCC
to the peaceful Southern Christian Leadership Conference, and included every Black Student Union
and many other black student groups. New Left targets ranged from the SDS to the InterUniversity
Committee for Debate on Foreign Policy, from Antioch College ("vanguard of the New Left") to the
New Mexico Free University and other "alternate" schools, and from underground newspapers to
students' protesting university censorship of a student publication by carrying signs with four-letter
words on them.

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Examples of surveillance, spanning all presidents from FDR to Nixon, both legal and illegal, contained in
the Church Committee report:[37]
President Roosevelt asked the FBI to put in its files the names of citizens sending telegrams to the
White House opposing his "national defense" policy and supporting Col. Charles Lindbergh.
President Truman received inside information on a former Roosevelt aide's efforts to influence his
appointments, labor union negotiating plans, and the publishing plans of journalists.
President Eisenhower received reports on purely political and social contacts with foreign officials
by Bernard Baruch, Eleanor Roosevelt, and Supreme Court Justice William O. Douglas.
The Kennedy administration had the FBI wiretap a congressional staff member, three executive
officials, a lobbyist, and a Washington law firm. US Attorney General Robert F. Kennedy received
the fruits of an FBI wire tap on Martin Luther King, Jr. and an electronic listening device targeting a
congressman, both of which yielded information of a political nature.
President Johnson asked the FBI to conduct "name checks" of his critics and members of the staff
of his 1964 opponent, Senator Barry Goldwater. He also requested purely political intelligence on
his critics in the Senate, and received extensive intelligence reports on political activity at the 1964
Democratic Convention from FBI electronic surveillance.
President Nixon authorized a program of wiretaps which produced for the White House purely
political or personal information unrelated to national security, including information about a
Supreme Court Justice.
Groups that were known to be targets of COINTELPRO operations include
communist and socialist organizations

organizations and individuals associated with the Civil Rights Movement, including Rev. Dr. Martin
Luther King, Jr. and others associated with the Southern Christian Leadership Conference, the
National Association for the Advancement of Colored People, the Congress of Racial Equality, and
other civil rights organizations
black nationalist groups
the Young Lords
the American Indian Movement
the white supremacist groups
the Ku Klux Klan
the National States' Rights Party
a broad range of organizations labeled "New Left", including Students for a Democratic Society and
the Weathermen
almost all groups protesting the Vietnam War, as well as individual student demonstrators with no
group affiliation
the National Lawyers Guild
organizations and individuals associated with the women's rights movement
nationalist groups such as those seeking independence for Puerto Rico, United Ireland, and Cuban
exile movements including Orlando Bosch's Cuban Power and the Cuban Nationalist Movement;
2nd additional notable Americans.[38]
The COINTELPRO documents show numerous cases of the FBI's intentions to prevent and disrupt
protests against the Vietnam War. Many techniques were used to accomplish this task. "These included

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promoting splits among antiwar forces, encouraging red-baiting of socialists, and pushing violent
confrontations as an alternative to massive, peaceful demonstrations." One 1966 COINTELPRO operation
tried to redirect the Socialist Workers Party from their pledge of support for the antiwar movement.[39]
Methods
Body of Fred Hampton, national spokesman for the Black Panther Party, who was
murdered[40][41] by members of the Chicago Police Department, as part of a
COINTELPRO operation.[42][43]
According to attorney Brian Glick in his book War at Home, the FBI used four main methods during
COINTELPRO:
Infiltration: Agents and informers did not merely spy on political activists. Their main purpose
was to discredit and disrupt. Their very presence served to undermine trust and scare off potential
supporters. The FBI and police exploited this fear to smear genuine activists as agents.
Psychological warfare: The FBI and police used myriad "dirty tricks" to undermine progressive
movements. They planted false media stories and published bogus leaflets and other publications
in the name of targeted groups. They forged correspondence, sent anonymous letters, and made
anonymous telephone calls. They spread misinformation about meetings and events, set up pseudo
movement groups run by government agents, and manipulated or strong-armed parents,
employers, landlords, school officials and others to cause trouble for activists. They used bad-
jacketing to create suspicion about targeted activists, sometimes with lethal consequences.[44]
Harassment via the legal system: The FBI and police abused the legal system to harass
dissidents and make them appear to be criminals. Officers of the law gave perjured testimony and
presented fabricated evidence as a pretext for false arrests and wrongful imprisonment. They
discriminatorily enforced tax laws and other government regulations and used conspicuous
surveillance, "investigative" interviews, and grand jury subpoenas in an effort to intimidate activists
and silence their supporters.[42][45]
Illegal force: The FBI conspired with local police departments to threaten dissidents; to conduct
illegal break-ins in order to search dissident homes; and to commit vandalism, assaults, beatings
and assassinations.[42] The object was to frighten or eliminate dissidents and disrupt their
movements.
The FBI specifically developed tactics intended to heighten tension and hostility between various
factions in the black militancy movement, for example between the Black Panthers, the US Organization,
and the Blackstone Rangers. This resulted in numerous deaths, among which were San Diego Black
Panther Party members John Huggins, Bunchy Carter and Sylvester Bell.[42]
Dhoruba Bin Wahad a former Black Panther, reflects on how these tactics made him feel, saying he
had a combat mentality and felt like he was at war with the government. When asked about why he
thinks the Black Panthers were targeted he said, "In the United States, the equivalent of the military was
the local police. During the early sixties, at the height of the Civil Rights Movement, and the human rights
movement, the police in the United States became increasingly militaristic. They began to train out of
military bases in the United States. The Law Enforcement Assistance Act (LEAA) supplied local police with
military technology, everything from assault rifles to army personnel carriers. In his opinion, the
Counterintelligence Program went hand-in-hand with the militarization of the police in the Black
community, with the militarization of police in America."[46]

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The FBI also conspired with the police departments of many U.S. cities (San Diego, Los Angeles, San
Francisco, Oakland, Philadelphia, Chicago) to encourage repeated raids on Black Panther homesoften
with little or no evidence of violations of federal, state, or local lawswhich resulted directly in the police
killing many members of the Black Panther Party, most notably Chicago Black Panther Party Chairman
Fred Hampton on December 4, 1969.[42][43][47]
In order to eliminate black militant leaders whom they considered dangerous, the FBI is believed to
have worked with local police departments to target specific individuals,[48] accuse them of crimes they
did not commit, suppress exculpatory evidence and falsely incarcerate them. Elmer "Geronimo" Pratt, a
Black Panther Party leader, was incarcerated for 27 years before a California Superior Court vacated his
murder conviction, ultimately freeing him. Appearing before the court, an FBI agent testified that he
believed Pratt had been framed, because both the FBI and the Los Angeles Police Department knew he
had not been in the area at the time the murder occurred.[49][50]
Some sources claim that the FBI conducted more than 200 "black bag jobs",[51][52] which were
warrantless surreptitious entries, against the targeted groups and their members.[53]
J. Edgar Hoover
In 1969 the FBI special agent in San Francisco wrote Hoover that his investigation of the Black
Panther Party (BPP) had concluded that in his city, at least, the Panthers were primarily engaged in
feeding breakfast to children. Hoover fired back a memo implying the agent's career goals would be
directly affected by his supplying evidence to support Hoover's view that the BPP was "a violence-prone
organization seeking to overthrow the Government by revolutionary means".[54]
Hoover supported using false claims to attack his political enemies. In one memo he wrote:
"Purpose of counterintelligence action is to disrupt the BPP and it is immaterial whether facts exist to
substantiate the charge."[55]
In one particularly controversial 1965 incident, white civil rights worker Viola Liuzzo was murdered
by Ku Klux Klansmen, who gave chase and fired shots into her car after noticing that her passenger was a
young black man; one of the Klansmen was Gary Thomas Rowe, an acknowledged FBI informant.[56][57]
The FBI spread rumors that Liuzzo was a member of the Communist Party and had abandoned her
children to have sexual relationships with African Americans involved in the Civil Rights Movement.[58]
[59] FBI records show that J. Edgar Hoover personally communicated these insinuations to President
Johnson.[60][61] FBI informant Rowe has also been implicated in some of the most violent crimes of the
1960s civil rights era, including attacks on the Freedom Riders and the 1963 Birmingham, Alabama 16th
Street Baptist Church bombing.[56] According to Noam Chomsky, in another instance in San Diego, the
FBI financed, armed, and controlled an extreme right-wing group of former Minutemen, transforming it
into a group called the Secret Army Organization that targeted groups, activists, and leaders involved in
the Anti-War Movement, using both intimidation and violent acts.[62][63][64]
Hoover ordered preemptive action "to pinpoint potential troublemakers and neutralize them before
they exercise their potential for violence."[5]
Illegal surveillance
The final report of the Church Committee concluded:
Too many people have been spied upon by too many Government agencies and too much
information has been illegally collected. The Government has often undertaken the secret
surveillance of citizens on the basis of their political beliefs, even when those beliefs posed no
threat of violence or illegal acts on behalf of a hostile foreign power. The Government, operating
primarily through secret and biased informants, but also using other intrusive techniques such as

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wiretaps, microphone "bugs", surreptitious mail opening, and break-ins, has swept in vast amounts
of information about the personal lives, views, and associations of American citizens. Investigations
of groups deemed potentially dangerousand even of groups suspected of associating with
potentially dangerous organizationshave continued for decades, despite the fact that those
groups did not engage in unlawful activity.
Groups and individuals have been assaulted, repressed, harassed and disrupted because of their
political views, social beliefs and their lifestyles. Investigations have been based upon vague
standards whose breadth made excessive collection inevitable. Unsavory, harmful and vicious
tactics have been employedincluding anonymous attempts to break up marriages, disrupt
meetings, ostracize persons from their professions, and provoke target groups into rivalries that
might result in deaths. Intelligence agencies have served the political and personal objectives of
presidents and other high officials. While the agencies often committed excesses in response to
pressure from high officials in the Executive branch and Congress, they also occasionally initiated
improper activities and then concealed them from officials whom they had a duty to inform.
Governmental officialsincluding those whose principal duty is to enforce the lawhave violated or
ignored the law over long periods of time and have advocated and defended their right to break
the law.
The Constitutional system of checks and balances has not adequately controlled intelligence
activities. Until recently the Executive branch has neither delineated the scope of permissible
activities nor established procedures for supervising intelligence agencies. Congress has failed to
exercise sufficient oversight, seldom questioning the use to which its appropriations were being
put. Most domestic intelligence issues have not reached the courts, and in those cases when they
have reached the courts, the judiciary has been reluctant to grapple with them.[65][66]
Post-COINTELPRO operations
While COINTELPRO was officially terminated in April 1971, critics allege that continuing FBI actions
indicate that post-COINTELPRO reforms did not succeed in ending COINTELPRO tactics.[67][68][69]
Documents released under the FOIA show that the FBI tracked the late David Halberstama Pulitzer
Prize-winning journalist and authorfor more than two decades.[70] "Counterterrorism" guidelines
implemented during the Reagan administration have been described as allowing a return to COINTELPRO
tactics.[71][pages needed] Some radical groups accuse factional opponents of being FBI informants or
assume the FBI is infiltrating the movement.[72]
The IG report found these "troubling" FBI practices between 2001 and 2006. In some cases, the
FBI conducted investigations of people affiliated with activist groups for "factually weak" reasons. Also,
the FBI extended investigations of some of the groups "without adequate basis" and improperly kept
information about activist groups in its files. The IG report also found that FBI Director Robert Mueller III
provided inaccurate congressional testimony about one of the investigations, but this inaccuracy may have
been due to his relying on what FBI officials told him.[73]
Several authors have accused the FBI of continuing to deploy COINTELPRO-like tactics against
radical groups after the official COINTELPRO operations were ended. Several authors have suggested the
American Indian Movement (AIM) has been a target of these operations.
Authors such as Ward Churchill, Rex Weyler, and Peter Matthiessen allege that the federal
government intended to acquire uranium deposits on the Lakota tribe's reservation land, and that this
motivated a larger government conspiracy against AIM activists on the Pine Ridge reservation.[74][75]
[76][77][78] Others believe COINTELPRO continues and similar actions are being taken against activist
groups.[78][79][80] Caroline Woidat says that, with respect to Native Americans, COINTELPRO should be
understood within a historical context in which "Native Americans have been viewed and have viewed the

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world themselves through the lens of conspiracy theory."[81] Other authors argue that while some
conspiracy theories related to COINTELPRO are unfounded, the issue of ongoing government surveillance
and repression is real.[82][83]
References
2. "I. Introduction and Summary" (PDF). Intelligence Activities and the Rights of Americans - Church
Committee final report. United States Senate website. II. United States Government. 1976-04-26.
p. 10. Archived (PDF) from the original on 2014-04-18. Retrieved 2014-07-15.
Wolf, Paul. "COINTELPRO: The Untold American Story". Archive.org. World Conference Against
Racism, Durbin SA.
Jalon, Allan M. (2006-03-08). "A break-in to end all break-ins; In 1971, stolen FBI files exposed
the government's domestic spying program.". Los Angeles Times. Tribune Company. Archived from
the original on 2013-12-03. Retrieved 2014-07-15.
Jeffreys-Jones, Rhodri (208). The FBI. Yale University Press. p. 189. ISBN 9780300142846.
COINTELPRO Revisited - Spying & Disruption - IN BLACK AND WHITE: THE F.B.I. PAPERS
"A Huey P. Newton Story - Actions - COINTELPRO". PBS. Archived from the original on 2010-11-
18. Retrieved 2008-06-23.
Weiner, Tim (2012). Enemies : A History of the FBI (1st ed.). New York: Random House.
ISBN 9781400067480., p. 196. "Sullivan would become Hoover's field marshal in matters of
national security, chief of FBI intelligence, and commandant of COINTELPRO. In that top secret and
tightly compartmentalized world, an FBI inside of the FBI, Sullivan served as the executor of
Hoover's most clandestine and recondite demands."
Weiner, Enemies (2012), p. 233. "RFK knew much more about this surveillance than he ever
admitted. He personally renewed his authorization for the taps on Levison's office, and he
approved Hoover's request to tap Levison's home telephone, where King called late at night several
times a week."
Herst, Burton (2007) Bobby and J. Edgar, p. 372.

Herst (2007), pp. 372374
Weiner, Enemies (2012), p. 195
Weiner, Enemies (2012), p. 198. "On October 2, 1956, Hoover stepped up the FBI's long-standing
surveillance of black civil rights activists. He sent a COINTELPRO memo to the field, warning that
the Communist Party was seeking to infiltrate the movement."
David T. Beito and Linda Royster Beito, Black Maverick: T.R.M. Howard's Fight for Civil Rights and
Economic Power (Urbana: University of Illinois Press, 2009), 148, 15459.
Weiner, Enemies (2012), p. 200.
Gage, Beverly (2014-11-11). "What an Uncensored Letter to M.L.K. Reveals". The New York
Times. Retrieved 2015-01-09.
Weiner, Enemies (2012), p. 236. "The bugs got quick results. When King traveled, as he did
constantly in the ensuing weeks, to Washington, Milwaukee, Los Angeles, and Honolulu, the Bureau
planted hidden microphones in his hotel rooms. The FBI placed a total of eight wiretaps and
sixteen bugs on King."
Taylor Branch, Pillar of Fire: America in the King Years 1963-1965 (Simon & Schuster, 1999), p.
524-529
Adams, Cecil M. (2003-05-02). "Was Martin Luther King, Jr. a plagiarist?". Washington Post.

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Retrieved 2006-06-06.
Taylor Branch, Pillar of Fire: America in the King Years 1963-1965 (Simon & Schuster, 1999) p.
527-529
Taylor Branch, Pillar of Fire: America in the King Years 1963-1965 (Simon & Schuster, 1999), p.
243
Gregory Kane, "FBI should acknowledge complicity in the assassination of Malcolm X" The
Baltimore Sun, May 14, 2000
Toure "Malcolm X: Criminal, Minister, Humanist, Martyr" The New York Times, June 17, 2011
James W. Douglass "The Converging Martyrdom of Malcolm and Martin" Dr. Martin Luther King Jr.
Lecture, Princeton Theological Seminary, March 29, 2006
"Guide to the Microfilm Edition of FBI Surveillance Files: Black Extremist Organizations, Part 1"
Lexis-Nexis
"The FBI Sets Goals for COINTELPRO" American Social History Project, City University of New York
Rob Warden "Hoover Rated Carmichael As 'Black Messiah'" Chicago Daily News, Feb 10, 1976
Weiner, Enemies (2012), p. 272. "Some 1,500 army intelligence officers in civilian clothing
undertook the surveillance of some 100,000 American citizens. Army intelligence shared all their
reports over the next three years. The CIA tracked antiwar leaders and black militants who
traveled overseas, and it reported back to the FBI. The FBI, in turn, shared thousands of selected
files on Americans with army intelligence and the CIA. All three intelligence services sent the
names of Americans to the National Security Agency for inclusion on a global watch list; the NSA
relayed back to the FBI hundreds of transcripts of intercepted telephone calls to and from suspect
Americans."
McKnight, Last Crusade, pp. 2628. "By March the Hoover Bureau's campaign against King was
virtually on a total war footing. In a March 21 'urgent' teletype, Hoover urged all field offices
involved in the POCAM project to exploit every tactic in the bureau's arsenal of covert political
warfare to bring down King and the SCLC."
"Supplementary Detailed Staff Reports on Intelligence Activities and the Rights of Americans".
United States Senate. Retrieved 2010-12-01.
See, for example, Hobson v. Wilson, 737 F.2d 1 (1984); Rugiero v. U.S. Dept. of Justice, 257 F.3d
534, 546 (2001).[dead link]
http://www.pbs.org/independentlens/1971/
"A Short History of FBI COINTELPRO", Albion Monitor, Retrieved July 13, 2007. Archived
September 28, 2007, at the Wayback Machine.
Weiner, Enemies (2012), p. 293

The COINTELPRO Papers - Documents from the FBI's Secret Wars Against Dissent in the United
States by Ward Churchill & Jim Vander Wall. South End Press.
Intelligence Activities and the Rights of Americans, Final Report of the Senate Committee to Study
Governmental Operations with respect to Intelligence Activities
Various Church Committee reports reproduced online at ICDC: Final Report, 2A; Final Report,2Cb;
Final Report, 3A; Final Report, 3G. Various COINTELPRO documents reproduced online at ICDC:
CPUSA; SWP; Black Nationalist; White Hate; New Left; Puerto Rico. Archived January 13, 2013, at
the Wayback Machine.
Blackstock, Nelson. COINTELPRO: The FBI's Secret War on Political Freedom, Pathfinder, New York.
1975. p. 111.

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Michael Newton. Famous Assassinations in World History: An Encyclopedia. ABC-CLIO, p. 205.

ISBN 1610692853
THE CHICAGO CRIME SCENES PROJECT: FRED HAMPTON
The FBI'S Covert Action Program to Destroy the Black Panther Party
FBI Secrets: An Agent's Expose. M. Wesley Swearingen. Boston. South End Press. 1995. Special
Agent Gregg York: "We expected about twenty Panthers to be in the apartment when the police
raided the place. Only two of those black nigger fuckers were killed, Fred Hampton and Mark
Clark."
Ward Churchill (2002), Agents of Repression (Agents of Repression: The FBI's Secret Wars Against
the Black Panther Party and the American Indian Movement ed.), South End Press, ISBN 978-
0896086463, OCLC 50985124, 0896086461
"Final Report of the Select Committee to Study Governmental Operations with Respect to
Intelligence Activities-Book III" [The Church Report], US Senate, 1976
Bin Wahad, Dhoruba. Still Black, Still Strong. Semiotext, 1993, pp. 18-19
Brown, Elaine. A Taste of Power: A Black Woman's Story. New York: Doubleday, 1992, pp. 204-06
Paul Wolf, "COINTELPRO", ICDC
"Former Black Panther freed after 27 years in jail". CNN. Archived from the original on 2010-11-
18. Retrieved April 30, 2010.
In re Pratt, 82 Cal
Alexander Cockburn; Jeffrey St. Clair (1998). Whiteout: The CIA, Drugs and the Press. Verso.
p. 69. ISBN 978-1-85984-139-6.
FBI document, 19 July 1966, DeLoach to Sullivan re: "Black Bag" Jobs.
[1]
FBI document, 27 May 1969, "Director FBI to SAC San Francisco", available at the FBI reading
room.
FBI document, 16 September 1970, Director FBI to SAC's in Baltimore, Detroit, Los Angeles, New
Haven, San Francisco, and Washington Field Office. Available at the FBI reading room.
Gary May, The Informant: The FBI, the Ku Klux Klan, and the Murder of Viola Luzzo, Yale University
Press, 2005.
"Jonathan Yardley". The Washington Post. Archived from the original on 2010-11-18. Retrieved
April 30, 2010.
Joanne Giannino. "Viola Liuzzo". Dictionary of Unitarian & Universalist Biography. Archived from
the original on 2010-11-18. Retrieved 2008-09-29.
Kay Houston. "The Detroit housewife who moved a nation toward racial justice". The Detroit News,
Rearview Mirror. Archived from the original on 1999-04-27.
"Uncommon Courage: The Viola Liuzzo Story". Archived from the original on 2007-08-13.
Mary Stanton (2000). From Selma to Sorrow: The Life and Death of Viola Liuzzo. University of
Georgia Press. p. 190.
Noam Chomsky, "Triumphs of Democracy", Excerpted from Language and Responsibility
Watergate and the Secret Army Organization - msg#00404 - culture.discuss.cia-drugs
1972
"Intelligence Activities and the Rights of Americans Book II, Final Report of the Select Committee

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to Study Governmental Operations with respect to Intelligence Activities United States Senate
(Church Committee)". United States Senate. Retrieved May 11, 2006.
"Tapped Out Why Congress won't get through to the NSA.". Slate. Retrieved May 11, 2006.
David Cunningham. There's Something Happening Here: The New Left, the Klan, and FBI.
University of California Press, 2005: "However, strong suspicions lingered that the program's
tactics were sustained on a less formal basissuspicions sometimes furthered by agents
themselves, who periodically claimed that counterintelligence activities were continuing, though in
a manner undocumented within Bureau files."; Hobson v. Brennan, 646 F.Supp. 884 (D.D.C.,1986)
Bud Schultz, Ruth Schultz. The Price of Dissent: Testimonies to Political Repression in America.
University of California Press, 2001: "Although the FBI officially discontinued COINTELPRO
immediately after the Pennsylvania disclosures "for security reasons," when pressed by the Senate
committee, the bureau acknowledged two new instances of "Cointelpro-type" operations. The
committee was left to discover a third, apparently illegal operation on its own."
Athan G. Theoharis, et al. The FBI: A Comprehensive Reference Guide. Greenwood Publishing
Group, 1999: "More recent controversies have focused on the adequacy of recent restrictions on
the Bureau's domestic intelligence operations. Disclosures of the 1970s that FBI agents continued
to conduct break-ins, and of the 1980s that the FBI targeted CISPES, again brought forth
accusations of FBI abuses of powerand raised questions of whether reforms of the 1970s had
successfully exorcised the ghost of FBI Director Hoover."
The Associated Press, "FBI tracked journalist for over 20 years". Toronto Star. November 7, 2008.
Retrieved November 23, 2008.
Bud Schultz, Ruth Schultz. The Price of Dissent: Testimonies to Political Repression in America.
University of California Press, 2001: "The problem persists after Hoover."The record before this
court," Federal Magistrate Joan Lefkow stated in 1991, "shows that despite regulations, orders and
consent decrees prohibiting such activities, the FBI had continued to collect information concerning
only the exercise of free speech."
Mike Mosedale, "Bury My Heart," City Pages, Volume 21 - Issue 1002, 16 February 2000
"FBI Probes of Groups Were Improper, Justice Department Says". The San Jose Mercury News.
September 20, 2010. also reported at democracynow.org, 21 September 2010
Churchill, Ward, and Jim Vander Wall, (1990), The COINTELPRO Papers: Documents from the FBI's
Secret Wars Against Domestic Dissent, Boston: South End Press, pp. xii, 303.
Churchill, Ward; and James Vander Wall. Agents of Repression: The FBI's Secret Wars against the
Black Panther Party and the American Indian Movement, 1988, Boston, South End Press.
Weyler, Rex. Blood of the Land: The Government and Corporate War Against First Nations.
Matthiessen, Peter, In the Spirit of Crazy Horse, 1980, Viking.
Woidat, Caroline M. "The Truth Is on the Reservation: American Indians and Conspiracy Culture",
The Journal of American Culture 29 (4), 2006, pp. 454467
McQuinn, Jason. "Conspiracy Theory vs Alternative Journalism", Alternative Press Review, Vol. 2,
No. 3, Winter 1996
Horowitz, David. "Johnnie's Other O.J.", Front Page Magazine.com, September 1, 1997.
Woidat, Caroline M. "The Truth Is on the Reservation: American Indians and Conspiracy Culture",
The Journal of American Culture 29 (4), 2006. pp. 454467
Berlet, Chip. "The X-Files Movie: Facilitating Fanciful Fun, or Fueling Fear and Fascism? Conspiracy
Theories for Fun, Not for False Prophets", 1998, Political Research Associates
Berlet, Chip; and Matthew N. Lyons. 1998, "One key to litigating against government prosecution
of dissidents: Understanding the underlying assumptions", Parts 1 and 2, Police Misconduct and

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Civil Rights Law Report (West Group), 5 (13), (JanuaryFebruary): 145153; and 5 (14), (March
April): 157162.

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CIA Mind Control Experiments

Declassified Documents Reveal Sex Abuse, and More
Taken from the website:

(http://www.wanttoknow.info/mind_control/cia_mind_control_experiments_sex_abuse)
Tragic, heartbreaking mass murders in recent years have spread fear and panic among the general
public. Yet some are questioning if there isn't more than meets the eye with these cruel and bizarre
events. Is it conceivable that there might be a deeper agenda here?
This essay presents undeniable evidence that secret government mind control programs
have created assassins out of unsuspecting citizens.
The astonishing excerpts below, taken verbatim from declassified CIA documents, reveal detailed
mind control experiments in highly secret, government-sponsored experiments. Through hypnosis, drugs,
and electric shock, CIA clinicians fractured personalities and induced multiple personality disorder (MPD)
also called dissociative identity disorder (DID).
These top secret experiments were successful in creating Manchurian Candidates or

super spies programmed to carry out assassination, terrorist acts, sexual favors, and more
without conscious knowledge of what they were doing. The army of Manchurian Candidates created
may have played a key, hidden role in world politics.
To verify this startling information, links are provided to scanned images of the original CIA
documents. Instructions are also available here to order any of these documents directly from the CIA
using the Freedom of Information Act (FOIA).
Though dating from the 1950s and 60s, these revealing documents were not released for decades
for reasons of "national security." The U.S. government claims mind control experiments are no longer
being carried out, yet how can we know? The existence of these programs was denied for decades, and
certainly any recent documents would be classified secret under the rubric of "national security."
A trusted CIA informant I know assures me that these programs are ongoing. These disturbing
methods are used by various countries in clandestine operations around the world. Many might prefer not
to look at these ugly wounds to the soul of our nation and world. Yet if we avoid or ignore them, they are
likely to grow and fester.
CIA document and page number: 190684, pp. 1, 4

Title: Outline of Special H Cases
Date: 7 January 1953
Page 1, Page 4
In a general request for volunteers [deleted names] volunteered for H [hypnosis] experimentation and
were originally tested on 21 May 1951. Both girls, at this time, were nineteen years of age. These
subjects have clearly demonstrated that they can pass from a fully awake state to a deep H controlled
state via the telephone, via some very subtle signal that cannot be detected by other persons in the room,
and without the other individuals being able to note the change.
It has been shown clearly that physically individuals can be induced into H by telephone, by receiving
written matter, or by the use of code, signal, or words. Control of those hypnotized can be passed
from one individual to another without great difficulty. It has also been shown by
experimentation with these girls that they can act as unwilling couriers for information
purposes, and that they can be conditioned to a point where they believe a change in identity on their
part even on the polygraph.
Note: This document shows that CIA experimenters were successful in hypnotizing young women (19

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years old in this case) to do things they would not do normally without any memory afterward, sometimes
even unwillingly. Though they volunteered, these women were thus programmed to be Manchurian
Candidates or super spies with no knowledge of what these men were doing to them.
CIA document and page number: 17395, p. 18

Title: ESP Research
Date: Unknown
Link to view image of original: Click here
Learning models will be instituted in which the subject will be rewarded or punished for his overall
performance and reinforced in various ways by being told whether he was right, by being told what the
target was, with electric shock etc. ... In other cases drugs and psychological tricks will be used
to modify his attitudes. The experimenters will be particularly interested in disassociative states, from
the abaissement de niveau mental to multiple personality in so-called mediums, and an attempt will be
made to induce a number of states of this kind, using hypnosis.
Note: This document provides proof that the CIA was was using drugs and electric shock in attempting to
induce MPD (multiple personality disorder). Though this document uses the masculine "he" to describe the
subject, other documents show that most of the subjects used were young women who volunteered. The
subjects were not informed about the deeper aspects and implications for which they were being trained.
If you view the original, you will also find interesting information on ESP experiments.
CIA document and page number: 190691, p. 1, 2

Title: Hypnotic Experimentation and Research
Date: 10 February 1954
Link to view image of original: Page 1, Page 2
A posthypnotic of the night before (pointed finger, you will sleep) was enacted. Misses [deleted] and
[deleted] immediately progressed to a deep hypnotic state with no further suggestion. Miss [deleted]
was then instructed (having previously expressed a fear of firearms in any fashion) that she
would use every method at her disposal to awaken miss [deleted] (now in a deep hypnotic
sleep), and failing this, she would pick up a pistol nearby and fire it at Miss [deleted]. She was
instructed that her rage would be so great that she would not hesitate to "kill" [deleted] for
failing to awaken.
Miss [deleted] carried out these suggestions to the letter including firing the (unloaded pneumatic pistol)
gun at [deleted] and then proceeding to fall into a deep sleep. After proper suggestions were made, both
were awakened and expressed complete amnesia for the entire sequence. Miss [deleted] was again
handed the gun, which she refused (in an awakened state) to pick up or accept form the operator. She
expressed absolute denial that the foregoing sequence had happened.
Miss [deleted] felt reluctant about participating further since she expressed her doubt as to any
useful purpose in further attendance. The Operator thereupon proceeded in full view of all other subjects
to explain to Miss [deleted] that he planned to induce a deep state of hypnosis now. The reaction was as
had been expected. Miss [deleted] excused herself to make a telephone call (defense mechanism?). Upon
her return a very positive approach was adopted by the operator whereupon a deeper, much deeper state
of hypnosis was obtained.
Immediately a posthypnotic was induced that when the operator accidently dropped a steel ball in his
hand to the floor ... Miss [deleted] would again go into hypnosis. Miss [deleted] then advised that she
must conclude her work for the evening. She arose to adjust her hair before the mirror. The ball was
dropped and she promptly slumped back into the chair and back into hypnosis. It is the opinion of the
operator the Miss [deleted] if properly trained (positive approach) will continue to improve.
Note: Here we have proof that these women could be converted into unsuspecting and even unwilling
assassins. They could be programmed to assassinate anyone and would do so without any conscious

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knowledge afterward. Note also the questionable status of "volunteer" implied. Though these women
originally volunteered, unwillingness to continue could be manipulated by the men running the program.
CIA document and page number: 190527, pp. 1, 2

Title: SI and H Experimentation
Date: 25 September 1951
Link to view images of original: Page 1, Page 2
Note: SI stands for sleep induction and H for hypnosis
Prior to actually beginning the more complex experiments, several simple post H were worked with
both of the girls participating. The first major experiment of the evening was set up as follows
without previous explanation to either [deleted] or [deleted]. Both subjects were placed in a very
deep trance state and while in this state, the following instructions were given:
(A) [Deleted] was instructed that when she awakened, she was to procede to [deleted] room. She was
told that while there, she would receive a telephone call from an individual whom she would know only as
"Joe". This individual would engage her in a normal telephone conversation. During this conversation,
this individual would give her a code word and upon mentioning the code word, [deleted]
would go into a deep SI [sleep induction] trance state, but would be "normal" in appearance
with her eyes open.
[Deleted] was then told that upon the conclusion of the telephone conversation, she would procede to the
ladies room where she would meet a girl who was unknown to her. She was told that she would strike up
a conversation with this girl and during the conversation she would mention the code word "New York" to
this other girl, who, in turn, would give her a device and further instructions which were to be carried out
by [deleted]. She was told that after she carried out the instructions, she was to return to the Operations
Room, sit in the sofa and go immediately into a deep sleep.
(B) [Deleted] was instructed that upon awakening, she would proceed to [deleted] room where she would
wait at the desk for a telephone call. Upon receiving the call, a person known as "Jim" would engage her
in normal conversation. During the course of the conversation, this individual would mention a code word
to [deleted]. When she heard this code word, she would pass into a SI trance state, but would not close
her eyes and remain perfectly normal and continue the telephone conversation. She was told that upon
conclusion of the telephone conversation, she would then carry out the following instructions:
[Deleted] being in a complete SI state at this time, was then told to open her eyes and was shown an
electric timing device. She was informed that this timing device was an incendiary bomb and was
then instructed how to attach and set the device. After [deleted] had indicated that she had learned
how to set and attach the device, she was told to return to a sleep state and further instructed that upon
concluding the aforementioned conversation, she would take the timing device which was in a briefcase
and proceed to the ladies room.
In the ladies room, she would be met by a girl whom she had never seen who would identify herself by
the code word "New York." [Deleted] was then to show this individual how to attach and set the
timing device and further instructions would be given the individual by [deleted] that the
timing device was to be carried in the briefcase to [deleted] room, placed in the nearest empty
electric-light plug and concealed in the bottom, left-hand drawer of [deleted] desk, with the
device set for 82 seconds and turned on.
[Deleted] was further instructed to tell this other girl that as soon as the device had been set and turned

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on, she was to take the briefcase, leave [deleted] room, go to the operations room and go to the sofa and
enter a deep sleep state. [Deleted] was further instructed that after completion of instructing the other
girl and the transferring to the other girl of the incendiary bomb, she was to return at once to the
operations room, sit on the sofa, and go into a deep sleep state.
For a matter of record, immediately after the operation was begun it was noted that a member of the
charforce was cleaning the floor in the ladies room and subsequently, both [deleted] and [deleted] had to
be placed ... once again in a trance state and instructions changed from the ladies room to Room 3. It
should be noted that even with the change of locale in the transfer point, the experiment was carried off
perfectly without any difficulty or hesitation on the part of either of the girls. Each girl acted out their part
perfectly, the device was planted and set as directed and both girls returned to the operations room, sat
on the sofa and entered a deep sleep state. Throughout, their movements were easy and natural.
Note: You will note the frequent use of "girls" (young women) in these programs. Do you think the men
in charge, having complete hypnotic control of these women, might have at times taken advantage of
them sexually? Yet this would never enter the official documentation, with the one major exception below.

Title: [Deleted]
Date: 9 July 1951
On 2 July 1951 approximately 1:00 p.m. the instruction began with [deleted] relating to the student
some of his sexual experiences. [Deleted] stated that he had constantly used hypnotism as a
means of inducing young girls to engage in sexual intercourse with him. [Deleted], a
performer in [deleted] orchestra, was forced to engage in sexual intercourse with [deleted] while
under the influence of hypnotism. [Deleted] stated that he first put her into a hypnotic trance and
then suggested to her that he was her husband and that she desired sexual intercourse with him.
Note: This document shows that an instructor being used by the CIA took advantage of his skill in
hypnosis to sexually abuse young women without their having any knowledge of being abused. How
many CIA hypnotists did likewise? Do you think a man involved in these programs might take
advantage of a beautiful, young woman knowing she would not remember afterward?
Note that for some reason this document is not available in the CIA's three CD set and must be
ordered individually at this link. See the What You Can Do section at the end of this page for
suggestions on how we can stop this abuse.
CIA document and page number: 17441, p.8

Title: Continuation of Studies of Hypnosis and Suggestibility
Date: Unknown
Preliminary clinical research during 1955-56 has yielded promising leads in terms of
knowledge of how hypnotizability can be influenced by pharmacological means.
Experiments involving altered personality function as a result of environmental manipulation (chiefly
sensory isolation) have yielded promising leads in terms of suggestibility and the production of
trance-like states. There is reason to believe that environmental manipulations can affect
tendencies for dissociative phenomenon to occur.

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Note: "Dissociative phenomenon" refers to the ability of a person's consciousness to leave and a
new consciousness enter, thereby facilitation the creation of "alter" or multiple personalities.
Besides hypnosis, drugs and electric shocks were developed as means to facilitate the creation of
Manchurian Candidates.
CIA document and page number:17748, pp. 1, 2, 4, 6-9

Title: Report of Inspection of MKULTRA
Date: 26 July 1963
Link to view images of original: Page 1, Page 2, Page 4, Page 6, Page 7, Page 8, Page 9.
It was deemed advisable to prepare the report of the MKULTRA program in one copy only, in view of
its unusual sensitivity. The MKULTRA activity is concerned with the research and development of
chemical, biological, and radiological materials capable of employment in clandestine operation to
control human behavior. MKULTRA was authorized by then Director of Central Intelligence [DCI],
Allen W. Dulles, in 1953.
The concepts involved in manipulating human behavior are found by many people both within and outside
the Agency to be distasteful and unethical. Nevertheless, there have been major accomplishments both in
research and operational employment. Some MKULTRA activities raise questions of legality implicit in the
original charter. A final phase of testing of MKULTRA products places the rights and interests of
U.S. citizens in jeopardy. Public disclosure of some aspects of MKULTRA activity could induce
serious adverse reaction in U.S. public opinion. The DCI's memorandum ... exempted MKULTRA from
audit.
Over the ten-year life of the program many additional avenues to the control of human behavior have
been designated by the TSD management [Technical Services Division - under which MKULTRA operated]
as appropriate to investigation under the MKULTRA charter, including radiation, electro-shock, various
fields of psychology, psychiatry, sociology, and anthropology, graphology, harassment substances, and
paramilitary devices and materials.
TSD initiated a program for covert testing of materials on unwitting U.S. citizens in 1955. TSD has
pursued a philosophy of minimum documentation in keeping with the high sensitivity of some of the
projects. The lack of consistent records precluded use of routine inspection procedures and raised a
variety of questions concerning management and fiscal controls.
There are just two individuals in TSD who have full substantive knowledge of the program and
most of that knowledge is unrecorded. In protecting both the sensitive nature of the American
intelligence capability to manipulate human behavior, they apply "need to know" doctrine to
their professional associates and to their clerical assistants to a maximum degree.
Note: Why did only two people have full substantive knowledge of the program? Could it be that sex
abuse and political manipulations behind the scenes were so severe that no one was to be trusted? Do
you think we could trust those two individuals? CIA Director Richard Helms, upon hearing there would be
a Congressional investigation, ordered the destruction of all documents from these unethical and at times
illegal mind control programs in 1973. He did not realize, however, that incriminating evidence remained
in the financial files of the agency, which are what you read here. We can only imagine what secrets the
destroyed documents held.
CIA document and page number: 87624, p. 3, 4 (also appended to 17748, p. 32, 33)
Title: Two Extremely Sensitive Research Programs
Date: 3 April 1953
Link to view images of original: Page 3, Page 4

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Approximately 6% of the projects are of such an ultra-sensitive nature that they cannot and should
not be handled by means of contracts which would associate CIA or the Government with the work
in question.
We intend to investigate the development of a chemical material which causes a reversible non-toxic
aberrant mental state, the specific nature of which can be reasonably well predicted for each individual.
This material could potentially aid in discrediting individuals, eliciting information, implanting
suggestion and other forms of mental control.
In a great many instances the work in field (a) must be conducted by individuals who are not and should
not be aware of our interest. In all cases dealing with field (b), it is mandatory that any connections with
the Agency should be known only to an absolute minimum number of people who have been specifically
cleared for this purpose.
Experience has shown that qualified, competent individuals in the field of pharmacological, physiological,
psychiatric and other biological sciences are most reluctant to enter into signed agreements of any sort
which connect them with this activity since such a connection would jeopardize their professional
reputations. Even internally in CIA, as few individuals as possible should be aware of our
interest in these fields and of the identity of those who are working for us. At present, this
results in ridiculous contracts, with cut-outs, which do not spell out the scope or intent of the
work.
Note: In the three CD set, this document is found appended to document 17748 on pp. 30 to 37.

Title: None Given
Date:1 January 1950
Drug Project - A project in the isolation and synthesis of pure drugs for use in effecting psychological
entry and control of the individual.
Drugs and electricity - Research work on the effects of lysergic acid [LSD] on animals. Use of electric
shock and the encephalograph in interrogation. Particular emphasis on the detection and prior use
of electric shock and the 'guaranteed amnesia' resulting from electric shock.
Hypnosis - Investigation of the possibilities of hypnotic and post-hypnotic control.
CIA document and page number: 140394, pp. 2, 3 (not available in CD set, order individually
here)
Title: Interview with [Deleted]
Date: 25 February 1952
Link to view full text of both pages: Click here
Q: What are your experiences in general with hypnotism?
A: I have been a professional hypnotist for at least 15 years. At present, I am employed on a very
confidential basis two days a week.
Q: Can you obtain information from an individual, willing or unwilling, by hypnotism?
A: Definitely, yes. Many of the medical cases I work on are involved in obtaining personal,
intimate information, and through hypnotism, I have been quite successful in obtaining this. If
an individual refuses to co-operate with hypnosis, the doctors with whom I work use drugs,
always sodium amytal.

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Q: How far do you think individuals could be controlled by hypnosis?
A: This is a very difficult subject. Post-hypnotics will last twenty years and will be very strong if re-
enforced from time to time.
Q: Have you ever had any experience with drugs?
A: Yes, many times. I have worked with doctors using sodium amytal and pentothal and have obtained
hypnotic control after the drugs were used. In fact, many times drugs were used for the purpose of
obtaining hypnotic control.
Q: Do you have any ideas that hypnotism could be used as a weapon?
A: Yes, I have thought about this often. It could certainly be used in obtaining information from
recalcitrant people particularly with drugs. It could be used as a recruiting source for special types of
work. A good hypnotist running hypnotic shows for entertainment would pick up a great many
subjects, some of whom might be exceptionally good subjects for us. These subjects could
easily be tabbed and put to use.
Q: Have you ever been able to produce hypnosis without an individual's knowledge?
A: Yes, through the relaxing technique and on rare occasions [I've] been able to produce hypnotism
against a person's will. However, you cannot count on this and to attempt to attach an individual who did
not want to be hypnotized alone would be almost an impossible task. In that type of case, I would use
sodium amytal and/or sodium pentothal.
Q: How effective are post-hypnotics; over what distances and time can they be effective?
A: Properly used post-hypnotics will last twenty years. They can be made more effective by re-
enforcement from time to time. Post-hypnotics are not affected at all by time or travel or distance away
from the person who placed the post-hypnotic. As a rule, post-hypnotics should be 100% effective in good
subjects.
Q: Can individuals be made to do things under hypnosis that they would not otherwise?
A: Individuals could be taught to do anything including murder, suicide, etc. I do believe that
you could carry out acts that would be against an individual's moral feelings if they were
rightly, psychologically conditioned.
Note: Individuals can be hypnotized without their knowledge. They can be programmed to commit
murder, suicide, and much more. Think about the implications. How many "suicides" of important
people we've heard in the news were not really suicides? How many murders were committed by
people who didn't even realize they were assassins? How much has this technology been used to
manipulate world politics? Think about the Kennedys, Martin Luther King, Jr., and possibly those
involved with 9/11 and other major terrorist attacks. Note this document is not available in the
three CD set and must be ordered individually at this link.
CIA document and page number: 140401, pp. 6, 7 (not available in CD set, order individually
here)
Title: Special Research, Bluebird
Date: 1 January 1952 (approximate)
Link to view full text of both pages: Click here

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Set out below are specific problems which can only be resolved by experiment, testing and
research.
Can we obtain control of the future activities (physical and mental) of any given individual, willing
or unwilling by application of SI [sleep induction] and H [hypnosis] techniques?
Can we create by post-H control an action contrary to an individual's basic moral principles?
Can we in a matter of an hour, two hours, one day, etc., induce an H condition in an unwilling
subject to such an extent that he will perform an act for our benefit?
Could we seize a subject and in the space of an hour or two by post-H control have him
crash an airplane, wreck a train, etc.?
Can we by H and SI techniques force a subject (unwilling or otherwise) to travel long distances,
commit specified acts and return to us or bring documents or materials?
Can we guarantee total amnesia under any and all conditions?
Can we "alter" a person's personality?
Can we devise a system for making unwilling subjects into willing agents and then transfer that
control to untrained agency agents in the field by use of codes or identifying signs?
Is it possible to find a gas that can be used to gain SI control from a gas pencil, odorless, colorless:
one shot, etc.?
What are full details on "sleep-inducing machine"?
How can sodium A or P or any other sleep inducing agent be best concealed in a normal
or commonplace item, such as candy, cigarettes, liquer, wines, coffee, tea, beer, gum
water, aspirin tablets, common medicines, coke, tooth paste?
Can we, using SI and H extract complicated formula from scientists, engineers, etc., if unwilling?
Note: Reading all of the declassified CIA documents listed in this essay suggests that the answer to
most, if not all of the questions above appears to be yes. Note that sleep inducing agents were
being placed in candy, aspirin, Coke, and more. Think about the implications if even just a few of
the men in these programs decided to use such things outside of the office to manipulate others for
their personal benefit. It's time that this information be made public so we can all be aware of
what's going on and work to stop the abuses. Note for some reason this document is not available
in the three CD set and must be ordered individually at this link.
Science Digest Article, pp. 44 - 53 (Not a CIA document, but related to the mind control
programs)
Title: Hypnosis Comes of Age
Date: April 1971
Link to view full text of article: Click here
Psychologist G. H. Estabrooks reminisces about his long career as a hypnotist. Dr. Estabrooks discusses
how he "programmed" American spies with hypnosis and how he helped businessmen and students with
his skills. Dr. Estabrooks is a Rhodes Scholar. He took his Doctorate at Harvard ('26), and has authored
many articles and books on clinical hypnosis and human behavior.

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One of the most fascinating but dangerous applications of hypnosis is its use in military intelligence. This
is a field with which I am familiar through formulating guidelines for the techniques used by the United
States in two world wars. I was involved in preparing many subjects for this work during World War II.
One successful case involved an Army Service Corps Captain whom we'll call George Smith. Captain Smith
had undergone months of training. He was an excellent subject but did not realize it. I had removed
from him, by post-hypnotic suggestion, all recollection of ever having been hypnotized. Outside
of myself, Colonel Brown was the only person who could hypnotize Captain Smith. This is "locking." I
performed it by saying to the hypnotized Captain: "Until further orders from me, only Colonel Brown and I
can hypnotize you. We will use a signal phrase 'the moon is clear.' " The system is virtually foolproof.
By the 1920's, not only had they learned to apply post-hypnotic suggestion, [they] also had
learned how to split certain complex individuals into multiple personalities like Jeckyl-Hydes.
During World War II, I worked this technique with a vulnerable Marine lieutenant I'll call Jones. Under the
watchful eye of Marine Intelligence, I spilt his personality into Jones A and Jones B. Jones A, once a
"normal" working Marine, became entirely different. He talked communist doctrine and meant it. He was
welcomed enthusiastically by communist cells, was deliberately given a dishonorable discharge by the
Corps (which was in on the plot) and became a card-carrying party member.
The joker was Jones B, the second personality, formerly apparent in the conscious Marine. Under
hypnosis, this Jones had been carefully coached by suggestion. Jones B was the deeper personality, knew
all the thoughts of Jones A, was a loyal American, and was "imprinted" to say nothing during conscious
phases. All I had to do was hypnotize the whole man, get in touch with Jones B, the loyal American, and I
had a pipeline straight into the Communist camp.
Note: This article shows that in the 1920s, U.S. military intelligence had already developed the
capability to cause split personalities. The created super spy or Manchurian Candidate has been a
reality for nearly a century, yet very few people know anything about it. These unknowing spies
could plant bombs, provide sexual favors, and even assassinate top political leaders. Consider that
many countries and key powerful, elite groups have had and used this technology for many
decades. Watch the movie Manchurian Candidate to see how real it is.

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E. Significant Events During the Bankruptcy Case

[Describe significant events during the Debtors bankruptcy case:
Describe any asset sales outside the ordinary course of business, debtor in possession
financing, or cash collateral orders.
Identify the professionals approved by the court.
Describe any adversary proceedings that have been filed or other significant litigation that
has occurred (including contested claim disallowance proceedings), and any other
significant legal or administrative proceedings that are pending or have been pending
during the case in a forum other than the Court.
Describe any steps taken to improve operations and profitability of the Debtor.
Describe other events as appropriate.]
THERE WAS ONLY LITIGATION EXPENSES AND THE RECEIPT OF SOCIAL SECURITY DISABILITY
BENEFITS FROM 2008 TO THE PRESENT.
F. Projected Recovery of Avoidable Transfers [Choose the option that applies]
[Option 1 If the Debtor does not intend to pursue avoidance actions]

The DEBTOR, STAN J. CATERBONE, PRO SE does not intend to pursue preference, fraudulent
conveyance, or other avoidance
actions.
[Option 2 If the Debtor intends to pursue avoidance actions]

The Debtor estimates that up to $0. may be realized from the recovery of fraudulent,
preferential or other avoidable trans$0. may be realized from the recovery of fraudulent,
transfers. While the results of litigation cannot be predicted with certainty
and it is possible that other causes of action may be identified, the following is a summary of the
preference, fraudulent conveyance and other avoidance actions filed or expected to be filed in this case:
Transaction Defendant Amount Claimed
[Option 3 If the Debtor does not yet know whether it intends to pursue avoidance actions]
The Debtor has not yet completed its investigation with regard to prepetition transactions. If you
received a payment or other transfer within 90 days of the bankruptcy, or other transfer avoidable under
the Code, the Debtor may seek to avoid such transfer.
G. Claims Objections
Except to the extent that a claim is already allowed pursuant to a final non-appealable order, the
Debtor reserves the right to object to claims. Therefore, even if your claim is allowed for voting
purposes, you may not be entitled to a distribution if an objection to your claim is later upheld. The
procedures for resolving disputed claims are set forth in Article V of the Plan.
H. Current and Historical Financial Conditions

The identity and fair market value of the estate=s assets are listed in Exhibit B. [Identify source
and basis of valuation.]
The Debtor=s most recent financial statements [if any] issued before bankruptcy, each of which
was filed with the Court, are set forth in Exhibit C.
[The most recent post-petition operating report filed since the commencement of the Debtors
bankruptcy case are set forth in Exhibit D.] [A summary of the Debtors periodic operating reports
filed since the commencement of the Debtors bankruptcy case is set forth in Exhibit D.]
III. SUMMARY OF THE PLAN OF REORGANIZATION AND TREATMENT OF

CLAIMS AND EQUITY INTERESTS

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A. What is the Purpose of the Plan of Reorganization?
As required by the Code, the Plan places claims and equity interests in various classes and
describes the treatment each class will receive. The Plan also states whether each class of claims or
equity interests is impaired or unimpaired. If the Plan is confirmed, your recovery will be limited to
the amount provided by the Plan.
THE PURPOSE OF THIS REORGANIZATION AND DISCLOSURE PLAN IS TO FORMALIZE THE
INTENT OF THE LITIGATION OF THE DEBTOR, STAN J. CATERBONE, AND TO ERMARK A
CERTAIN PORTION OF THE FUTURE SETTELMENTS FOR THE CREDITORS NAMED HEREIN.
B. Unclassified Claims
Certain types of claims are automatically entitled to specific treatment under the Code. They
are not considered impaired, and holders of such claims do not vote on the Plan. They may, however,
object if, in their view, their treatment under the Plan does not comply with that required by the Code.
As such, the Plan Proponent has not placed the following claims in any class:
NO CLAIMS APPLY
1. Administrative Expenses
Administrative expenses are costs or expenses of administering the Debtor=s chapter 11 case
which are allowed under 507(a)(2) of the Code. Administrative expenses also include the value of
any goods sold to the Debtor in the ordinary course of business and received within 20 days before the
date of the bankruptcy petition. The Code requires that all administrative expenses be paid on the
effective date of the Plan, unless a particular claimant agrees to a different treatment.
ALL PLAN COSTS ARE BORNE BY THE DEBTOR, STAN J. CATERBONE, AS A PRO SE LITIGANT.
THERE ARE NO PAID OR UNPAID PROFESSIONALS THAT CONTRIBUTE TO THIS CHAPTER 11
BANKRUPTCY FILING.

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The following chart lists the Debtor=s estimated administrative expenses, and their proposed
treatment under the Plan:
THERE WILL BE NO ADMINSTRATIVE EXPENSES CHARGED TO THIS BANKRUPTCY. THE
DEBTOR, STAN J. CATERBONE, PRO SE, HANDLES ALL OF THE EXPENSES AS PRO SE BILLINGS
AND HAS RECENTLY CHARGED THEM TO DIRECTOR JAMES, COMEY OF THE FBI.
Paid in full on the effective date of the Plan Other administrative expenses Paid in full on the effective date
of the Plan or according to separate written agreement Office of the U.S. Trustee Fees Paid in full on the
effective date of the Plan
ANY EXPENSES TAKEN BY THE OFFICE OF THE US TRUSTEE IS LEGAL EXTORTION, CONSIDING
THE CIRCUMSTANCES AND WILL BE CONTESTED TO THE FULLEST EXTENT OF THE LAW.
2. Priority Tax Claims

Priority tax claims are unsecured income, employment, and other taxes described by
507(a)(8) of the Code. Unless the holder of such a 507(a)(8) priority tax claim agrees otherwise, it
must receive the present value of
THERE ARE NO PRIORITY TAX CLAIMS. THE DEBTOR HAS NOT HAD ANY TAXABLE INCOME
SINCE 2002.
C. Classes of Claims and Equity Interests

The following are the classes set forth in the Plan, and the proposed treatment that they will
receive under the Plan:
1. Classes of Secured Claims
Allowed Secured Claims are claims secured by property of the Debtor=s bankruptcy estate (or
that are subject to setoff) to the extent allowed as secured claims under 506 of the Code. If the value
of the collateral or setoffs securing the creditors claim is less than the amount of the creditors
allowed claim, the deficiency will [be classified as a general unsecured claim].
THERE ARE NO SECURED CLAIMS
The following chart lists all classes containing Debtor=s secured prepetition claims and their
proposed treatment under the Plan:
THERE ARE NO SECURED CLAIMS
2. Classes of Priority Unsecured Claims

Certain priority claims that are referred to in 507(a)(1), (4), (5), (6), and (7) of the Code are
required to be placed in classes. The Code requires that each holder of such a claim receive cash on
the effective date of the Plan equal to the allowed amount of such claim. However, a class of holders
of such claims may vote to accept different treatment.
THERE ARE NO PRIORITY UNSECURED CLAIMS
The following chart lists all classes containing claims under 507(a)(1), (4), (5), (6), and
(a)(7) of the Code and their proposed treatment under the Plan:
THERE ARE ONLY ONE CLASS OF UNSECURED CLAIMS
4. Class[es] of Equity Interest Holders

THERE ARE ONLY 4 SHAREHOLDERS WITH 4,000 SHARES TOTAL TO THE 996,000 OWNED BY
THE DEBTOR FOR ADVANCED MEDIA GROUP, Ltd., THE OTHER COMPANIES THAT THE DEBTOR,
STAN J. CATERBONE, PRO SE HAD REGISTERED AND INCORPORATED ARE FOR FINANCIAL
MANAGEMENT GROUP, LTD., AND IT'S SUBSIDIARIES AND THE DEBTOR HAD NOT RESEARCHED
THE CURRENT OWNERSHIP. THE DEBTOR IS THE SOLE REGISTRANT IN 1986.

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The Plan, in Exhibit 5.1, lists all executory contracts and unexpired leases that the Debtor will
assume under the Plan. Assumption means that the Debtor has elected to continue to perform the
obligations under such contracts and unexpired leases, and to cure defaults of the type that must be
cured under the Code, if any. Exhibit 5.1 also lists how the Debtor will cure and compensate the other
party to such contract or lease for any such defaults.
If you object to the assumption of your unexpired lease or executory contract, the proposed
cure of any defaults, or the adequacy of assurance of performance, you must file and serve your
objection to the Plan within the deadline for objecting to the confirmation of the Plan, unless the Court
has set an earlier time.
All executory contracts and unexpired leases that are not listed in Exhibit 5.1 will be rejected
under the Plan. Consult your adviser or attorney for more specific information about particular
contracts or leases.
If you object to the rejection of your contract or lease, you must file and serve your objection to
the Plan within the deadline for objecting to the confirmation of the Plan.
[The
Deadline for Filing a Proof of Claim Based on a Claim Arising from the Rejection of a
Lease or Contract
Is . Any claim based on the rejection of a contract or lease will be barred if
the proof of claim is not timely filed, unless the Court orders otherwise.]
THERE ARE NONE
G. Tax Consequences of Plan

Creditors and Equity
Interest Holders Concerned with How the Plan May Affect Their Tax
Liability Should Consult with Their Own Accountants, Attorneys, And/Or Advisors.
The following are the anticipated tax consequences of the Plan: [List the following general
consequences as a minimum: (1)Tax consequences to the Debtor of the Plan; (2) General tax
consequences on creditors of any discharge, and the general tax consequences of receipt of plan
consideration after confirmation.]
NONE
IV. CONFIRMATION REQUIREMENTS AND PROCEDURES

To be confirmable, the Plan must meet the requirements listed in 1129(a) or (b) of the Code.
These include the requirements that: the Plan must be proposed in good faith; at least one impaired
class of claims must accept the plan, without counting votes of insiders; the Plan must distribute to
each creditor and equity interest holder at least as much as the creditor or equity interest holder would
receive in a chapter 7 liquidation case, unless the creditor or equity interest holder votes to accept the
Plan; and the Plan must be feasible. These requirements are not the only requirements listed in 1129,
and they are not the only requirements for confirmation.
A. Who May Vote or Object

Any party in interest may object to the confirmation of the Plan if the party believes that the
requirements for confirmation are not met.
Many parties in interest, however, are not entitled to vote to accept or reject the Plan. A
creditor or equity interest holder has a right to vote for or against the Plan only if that creditor or equity
interest holder has a claim or equity interest that is both (1) allowed or allowed for voting purposes and
(2) impaired.
In this case, the Plan Proponent believes that classes are impaired and that holders of
claims in each of these classes are therefore entitled to vote to accept or reject the Plan. The Plan
Proponent believes that classes are unimpaired and that holders of claims in each of these
classes, therefore, do not have the right to vote to accept or reject the Plan.
1. What Is an Allowed Claim or an Allowed Equity Interest?

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Only a creditor or equity interest holder with an allowed claim or an allowed equity interest has
the right to vote on the Plan. Generally, a claim or equity interest is allowed if either (1) the Debtor
has scheduled the claim on the Debtor=s schedules, unless the claim has been scheduled as disputed,
contingent, or unliquidated, or (2) the creditor has filed a proof of claim or equity interest, unless an
objection has been filed to such proof of claim or equity interest. When a claim or equity interest is
not allowed, the creditor or equity interest holder holding the claim or equity interest cannot vote
unless the Court, after notice and hearing, either overrules the objection or allows the claim or equity
interest for voting purposes pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy Procedure.
The deadline for filing a proof of claim in this case was .
[If applicable The deadline for filing objections to claims is______.]
2. What Is an Impaired Claim or Impaired Equity Interest?

As noted above, the holder of an allowed claim or equity interest has the right to vote only if it
is in a class that is impaired under the Plan. As provided in 1124 of the Code, a class is considered
impaired if the Plan alters the legal, equitable, or contractual rights of the members of that class.
3. Who is Not Entitled to Vote

The holders of the following five types of claims and equity interests are not entitled to vote:
holders of claims and equity interests that have been disallowed by an order of the
Court;
holders of other claims or equity interests that are not allowed claims or allowed
equity interests (as discussed above), unless they have been allowed for voting
purposes.
holders of claims or equity interests in unimpaired classes;
holders of claims entitled to priority pursuant to 507(a)(2), (a)(3), and (a)(8) of the
Code; and
holders of claims or equity interests in classes that do not receive or retain any value
under the Plan;
administrative expenses.
Even
If You Are Not Entitled to Vote on the Plan, You Have a Right to Object to the Confirmation of
the Plan [and to the Adequacy of the
Disclosure Statement].
4. Who Can Vote in More Than One Class

A creditor whose claim has been allowed in part as a secured claim and in part as an unsecured
claim, or who otherwise hold claims in multiple classes, is entitled to accept or reject a Plan in each
capacity, and should cast one ballot for each claim.
B. Votes Necessary to Confirm the Plan

If impaired classes exist, the Court cannot confirm the Plan unless (1) at least one impaired
class of creditors has accepted the Plan without counting the votes of any insiders within that class, and
(2) all impaired classes have voted to accept the Plan, unless the Plan is eligible to be confirmed by
Acram down@ on non-accepting classes, as discussed later in Section [B.2.].
1. Votes Necessary for a Class to Accept the Plan

A class of claims accepts the Plan if both of the following occur: (1) the holders of more than
one-half (1/2) of the allowed claims in the class, who vote, cast their votes to accept the Plan, and (2)
the holders of at least two-thirds (2/3) in dollar amount of the allowed claims in the class, who vote,
cast their votes to accept the Plan. A class of equity interests accepts the Plan if the holders of at least
two-thirds (2/3) in amount of the allowed equity interests in the class, who vote, cast their votes to
accept the Plan.

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2. Treatment of Nonaccepting Classes

Even if one or more impaired classes reject the Plan, the Court may nonetheless confirm the
Plan if the nonaccepting classes are treated in the manner prescribed by 1129(b) of the Code. A plan
that binds nonaccepting classes is commonly referred to as a Acram down@ plan. The Code allows the
Plan to bind nonaccepting classes of claims or equity interests if it meets all the requirements for
consensual confirmation except the voting requirements of 1129(a)(8) of the Code, does not
Adiscriminate unfairly,@ and is Afair and equitable@ toward each impaired class that has not voted to
accept the Plan.
You should consult your own attorney if a Acramdown@ confirmation will affect your claim or
equity interest, as the variations on this general rule are numerous and complex.
C. Liquidation Analysis
To confirm the Plan, the Court must find that all creditors and equity interest holders who do
not accept the Plan will receive at least as much under the Plan as such claim and equity interest
holders would receive in a chapter 7 liquidation. A liquidation analysis is attached to this Disclosure
Statement as Exhibit E.
D. Feasibility
The Court must find that confirmation of the Plan is not likely to be followed by the
liquidation, or the need for further financial reorganization, of the Debtor or any successor to the
Debtor, unless such liquidation or reorganization is proposed in the Plan.
1. Ability to Initially Fund Plan
The Plan Proponent believes that the Debtor will have enough cash on hand on the effective
date of the Plan to pay all the claims and expenses that are entitled to be paid on that date. Tables
showing the amount of cash on hand on the effective date of the Plan, and the sources of that cash
are attached to this disclosure statement as Exhibit F.
2. Ability to Make Future Plan Payments And Operate Without Further Reorganization
The Plan Proponent must also show that it will have enough cash over the life of the Plan to
make the required Plan payments.
The Plan Proponent has provided projected financial information. Those projections are listed
in Exhibit G.
The Plan Proponents financial projections show that the Debtor will have an aggregate annual
average cash flow, after paying operating expenses and post-confirmation taxes, of $ . The final
Plan payment is expected to be paid on .
[Summarize the numerical projections, and highlight any assumptions that are not in accord with
past experience. Explain why such assumptions should now be made.]
THERE WILL BE NO CASHFLOW UNTIL SETTELMENTS ARE REACHED. THERE WILL BE NO
DISTRIBUTIONS TO THIS BANKRUPTCY PLAN UNTIL 100% OF THE THE DEBTOR, STAN J.
CATERBONE, PRO SE, PRO SE BILLINGS AND ACCOUNTS RECIEVABLES ARE COLLECTED IN
FULL.
You Should Consult with Your Accountant or other Financial Advisor

If You Have Any
Questions Pertaining to These Projections.
V.EFFECT OF CONFIRMATION OF PLAN
A. NO DISCHARGE OF DEBTOR [If the Debtor is not entitled to discharge pursuant to 11

U.S.C. 1141(d)(3) change this heading to NO DISCHARGE OF DEBTOR.]
[Option 1 If Debtor is an individual and 1141(d)(3) is not applicable]
Discharge. Confirmation of the Plan does not discharge any debt provided for in the Plan until

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the court grants a discharge on completion of all payments under the Plan, or as otherwise provided in
1141(d)(5) of the Code. Debtor will not be discharged from any debt excepted from discharge under
523 of the Code, except as provided in Rule 4007(c) of the Federal Rules of Bankruptcy Procedure.
[Option 2 -- If the Debtor is a partnership and 1141(d)(3) of the Code is not

applicable]
Discharge. On the effective date of the Plan, the Debtor shall be discharged from any debt that
arose before confirmation of the Plan, subject to the occurrence of the effective date, to the extent
specified in 1141(d)(1)(A) of the Code. However, the Debtor shall not be discharged from any debt
imposed by the Plan. After the effective date of the Plan your claims against the Debtor will be limited
to the debts imposed by the Plan.
[Option 3 -- If the Debtor is a corporation and 1141(d)(3) is not applicable]

Discharge. On the effective date of the Plan, the Debtor shall be discharged from any debt that
arose before confirmation of the Plan, subject to the occurrence of the effective date, to the extent
specified in 1141(d)(1)(A) of the Code, except that the Debtor shall not be discharged of any debt (i)
imposed by the Plan, (ii) of a kind specified in 1141(d)(6)(A) if a timely complaint was filed in
accordance with Rule 4007(c) of the Federal Rules of Bankruptcy Procedure, or (iii) of a kind
specified in 1141(d)(6)(B). After the effective date of the Plan your claims against the Debtor will
be limited to the debts described in clauses (i) through (iii) of the preceding sentence.
[Option 4 If 1141(d)(3) is applicable]

No Discharge. In accordance with 1141(d)(3) of the Code, the Debtor will not receive any
discharge of debt in this bankruptcy case.
B. Modification of Plan
The Plan Proponent may modify the Plan at any time before confirmation of the Plan.
However, the Court may require a new disclosure statement and/or revoting on the Plan.
[If the Debtor is not an individual, add the following: AThe Plan Proponent may also seek to modify the
Plan at any time after confirmation only if (1) the Plan has not been substantially consummated and (2)
the Court authorizes the proposed modifications after notice and a hearing.@]
[If the Debtor is an individual, add the following: AUpon request of the Debtor, the United
States trustee, or the holder of an allowed unsecured claim, the Plan may be modified at any time after
confirmation of the Plan but before the completion of payments under the Plan, to (1) increase or
reduce the amount of payments under the Plan on claims of a particular class, (2) extend or reduce the
time period for such payments, or (3) alter the amount of distribution to a creditor whose claim is
provided for by the Plan to the extent necessary to take account of any payment of the claim made
other than under the Plan.@]
C. Final Decree

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Once the estate has been fully administered, as provided in Rule 3022 of the Federal Rules of
Bankruptcy Procedure, the Plan Proponent, or such other party as the Court shall designate in the Plan
Confirmation Order, shall file a motion with the Court to obtain a final decree to close the case.
Alternatively, the Court may enter such a final decree on its own motion.
VI. OTHER PLAN PROVISIONS
[Insert other provisions here, as necessary and appropriate.]
By: STAN J. CATERBONE, PRO SE, THE DEBTOR

The Plan Proponent
By: NONE
Attorney for the Plan Proponent

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EXHIBITS
INTERNET LINKS OF INTEREST
ERIC COHEN AND ROBERT BERUBE, Federal Public Defender for Esteban Santiago, Ft. Lauderdale Shooter,
INVOICE AND FEE SCHEDULE January 20, 2017
https://www.scribd.com/document/337072519/ERIC-COHEN-Federal-Public-Defender-for-Esteban-
Santiago-Ft-Lauderdale-Shooter-INVOICE-AND-FEE-SCHEDULE-January-20-2017
STAN CATERBONE NAMED AMICUS FOR KATHLEEN KANE Superior Court of Pennsylvania Case No. 3575
EDA 2016 FRIDAY JANUARY 20, 2017
https://www.scribd.com/document/337120127/STAN-CATERBONE-NAMED-AMICUS-FOR-
KATHLEEN-KANE-Superior-Court-of-Pennsylvania-Case-No-3575-EDA-2016-FRIDAY-JANUARY-20-
2017
WHISTLEBLOWERS KAREN STEWART AND STAN CATERBONE A Candid Discussion of Electronic

Harassment Protocols, January 11, 2017
https://www.scribd.com/document/336256943/WHISTLEBLOWERS-KAREN-STEWART-AND-STAN-
CATERBONE-A-Candid-Discussion-of-Electronic-Harassment-Protocols-January-11-2017
The Surreptitious Reincarnation of COINTELPRO with the COPS Gang-Stalking Program

https://www.linkedin.com/pulse/surreptitious-reincarnation-cointelpro-cops-program-stan-
caterbone
Video: Media Blacks Out Edward Snowdens Talk On COINTELPRO & History Of Mass Surveillance
http://www.mintpressnews.com/video-media-blacks-out-edward-snowdens-talk-on-cointelpro-
history-of-mass-surveillance/224222/
Letters: Snowden deserves pardon by John and Bonnie Raines, Philadelphia of the Citizens Commission to
Investigate the FBI in 1971
http://www.philly.com/philly/opinion/20170119_Letters__Snowden_deserves_pardon.html
Legal Implications of the Soviet Microwave Bombardment of the U.S. Embassy

https://www.scribd.com/document/336787302/Legal-Implications-of-the-1959-Soviet-Microwave-
Bombardment-of-the-U-S-Embassy-January-17-2017
Congressman Robert Walker Pleading July 7 1991 Important

https://www.scribd.com/document/270267368/Congressman-Robert-Walker-Pleading-July-7-
1991-Important
That time the CIA was convinced a self-proclaimed psychic had paranormal abilities
https://www.washingtonpost.com/news/post-nation/wp/2017/01/19/that-time-the-cia-was-
convinced-a-self-proclaimed-psychic-had-paranormal-abilities/?
postshare=8421484844095309&tid=ss_tw&utm_term=.b487b6ae00e7
Obama's most enduring legacy may be the establishment of the modern US surveillance state
http://www.businessinsider.com/obamas-most-enduring-legacy-the-modern-us-surveillance-state-
2017-1
The Extortion of 220 Stone Hill Road, Conestoga, Pa by COINTELPRO PROGRAMS January 17, 2017
https://www.scribd.com/document/336832214/The-Extortion-of-220-Stone-Hill-Road-Conestoga-
Pa-by-COINTELPRO-PROGRAMS-January-17-2017
AMG LEGAL SYSTEMS PROTOTYPE Mastered on April 16, 1991 at Commadore Inc., January 17, 2017
https://www.scribd.com/document/336787897/AMG-LEGAL-SYSTEMS-PROTOTYPE-Mastered-on-April-16-1991-at-
Commadore-Inc-January-17-2017
Stan J. Caterbone, Controller of Pflumm Contractors, Inc., 1993 to 1998 January 17, 2017

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https://www.scribd.com/document/336787739/Stan-J-Caterbone-Controller-of-Pflumm-Contractors-Inc-1993-to-
1998-January-17-2017
Sam Lombardo and Raolph Mazzochi Charlotte Street Proposal by Advanced Media Group and Stan J.
Caterbone January 17, 2017
https://www.scribd.com/document/336787416/Sam-Lombardo-and-Raolph-Mazzochi-Charlotte-Street-Proposal-by-
Advanced-Media-Group-and-Stan-J-Caterbone-January-17-2017
B2B Consulting From 1999 to 2002 January 16, 2017

https://www.scribd.com/document/336787303/B2B-Consulting-From-1999-to-2002-January-16-2017
1999 Excelsior Place Business Plan by Stan J. Caterbone January 16, 2017
https://www.scribd.com/document/336719627/1999-Excelsior-Place-Business-Plan-by-Stan-J-Caterbone-January-16-
2017
Stan J. Caterbone AIM MUTUAL FUNDS Consulting From 1999 to 2002 January 16, 2017
https://www.scribd.com/document/336738750/Stan-J-Caterbone-AIM-MUTUAL-FUNDS-Consulting-From-1999-to-
2002-January-16-2017
Pro Financial Group Brochure and Eastern Regional Free Agent Camp by Stan J. Caterbone January 16,
2017
https://www.scribd.com/document/336704842/Pro-Financial-Group-Brochure-and-Eastern-Regional-Free-Agent-
Camp-by-Stan-J-Caterbone-January-16-2017
STAN J. CATERBONE ADVANCED MEDIA GROUP JOINT VENTURE WITH DALE HIGH January 15, 2017
https://www.scribd.com/document/336637179/56-STAN-J-CATERBONE-ADVANCED-MEDIA-GROUP-JOINT-VENTURE-
WITH-DALE-HIGH-January-15-2017
Institutional Investors Mortgage Banking Business Development of 1987 January 15, 2017
https://www.scribd.com/document/336637178/58-Institutional-Investors-Mortgage-Banking-Business-Development-
of-1987-January-15-2017
1987 JOINT VENTURE - Tony Bongiovi, Power Station Studios, and Flatbush Films with Stan J. Caterbone
January 15, 2017
https://www.scribd.com/document/336637176/55-1987-JOINT-VENTURE-Tony-Bongiovi-Power-Station-Studios-and-
Flatbush-Films-with-Stan-J-Caterbone-January-15-2017
STAN J. CATERBONE'S Financial Management Group, Ltd., Anti-Trust Litigation File of October 17, 2015
https://www.scribd.com/document/336637173/57-STAN-J-CATERBONE-S-Financial-Management-Group-Ltd-Anti-
Trust-Litigation-File-of-October-17-2015
FALSE IMPRISONMENT AND ILLEGAL INTERROGATIONS by U.S. Intelligence Agencies November 12, 2016
https://www.scribd.com/document/329761557/FALSE-IMPRISONMENT-AND-ILLEGAL-INTERROGATIONS-by-U-S-
Intelligence-Agencies-and-U-S-Sponsored-Mind-Control-EVIDENCE-November-2-2016
Scribd
Letter REQUEST for COMMUTATION of the Sentence of Lisa Michell Lambert to President Obama, November 15, 2016
Stan J. Caterbone and Conflicts With the Trump Administration - Monday November 14, 2016 | False Claims Act |
Military
STAN J. CATERBONE and the DEPARTMENT of DEFENSE Documents and Evidence of Conspiracy to .... Saturday
November 12, 2016
Feds Probe Fulton Bank and 3 Other Subsidiary Banks of Fulton Financial With Stan J. Caterbone Civil Actions and
Mind Control Research of Monday November 9, 2016 | Robert Gates

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Letter to James Comey, Director of FBI Re Cointelpro Used to Obstruct Justice Monday November 28, 2016 | Federal
Bureau Of Investigation | Central Intelligence Agency
VITALLY IMPORTANT - LETTER and DOCUMENT to Cappello & Noel, LLP of Santa Barbara, CA Friday November 25,
2016
Report of Douglas F Gansler/Kathleen Kane on Misuse of Commonwealth Email Systems November 22, 2016 Published
by ADVANCED MEDIA GROUP |
Pro Se Legal Representation In The United States | Motion In United States Law
Lancaster Mayor Rick Gray Says There is Room for Improvement in Police Communication - CATERBONE v. Lancaster
City Police Bureau, et.al., November 22, 2016 | Central Intelligence Agency
Chapter 12 - ROHYPNOL AND SATELLITE and Chapter 11 - NEIGHBORS FROM HELL, from Satellite Terrorism in
America, by Dr. John Hall Copyright 2009
| J. Edgar Hoover | Federal Bureau Of Investigation
JIM GUERIN, FOUNDER OF ISC, FAREWELL LETTER OF 1989 December 26, 2016 | Justice | Government
CHRISTOPHER PATTERSON Candidate for JUDGESHIP and His 1987 EFFORT FOR MY GUARDIANSHIP Friday December
16, 2016
ANOTHER LANCASTER COVER-UP THE SALE OF THE MASONIC HALL IN THE CITY OF LANCASTER, by The Advanced
Media Group, December 15, 2016 | Fraternal Service Organizations
Usage Statistics for www.amgglobalentertainmentgroup.com TOTALS and MONTHLY From May of 2016 to January
2017 - January 10, 2017
My Friend and Colleague Soleilmavis Liu of China a Victim of Mind Control Living in China Who Started Peacepink-
August 28, 2016
TD Ameritrade TRADEKEEPER PROFIT-LOSS FOR 2004 TRADES and 2017 FULTON STOCK January 9, 2017
POLICE INCIDENT REPORTS OF PHYSICAL ASSAULTS FOR STAN J. CATERBONE 2005 TO 2016 January 6, 2017
Judiciaries
UPDATED STATEMENT OF FACTS re CATERBONE v. Lancaster City Police Department US District Court Case 08-cv-
08982 December 28, 2016
Section 504 Of The Rehabilitation Act | Rehabilitation Act Of 1973
UPDATED - EXCLUSIVE Transcripts of Whistleblower Testimonies as Targeted Individuals of U.S. Sponsored Mind
Control and Related Hearings and Lectures, December 27, 2016
Torture

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Exhibit A B Copy of Proposed Plan of Reorganization

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Exhibit B B Identity and Value of Material Assets of Debtor

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Exhibit C B Prepetition Financial Statements

(to be taken from those filed with the court)

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Exhibit D B [Most Recently Filed Postpetition Operating Report][Summary of Postpetition

Operating Reports]

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Exhibit E Liquidation Analysis

Plan Proponents Estimated Liquidation Value of Assets
Assets

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Exhibit F Cash on hand on the effective date of the Plan

Cash on hand on effective date of the Plan:
Less B

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B25B (Official Form 25B) (12/08) Cont. 24

Exhibit G B Projections of Cash Flow and Earnings for Post-Confirmation Period

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DOCUMENT DIVIDER

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September 1, 2005
Stanley J. Caterbone
220 Stone Hill Road
Conestoga, PA 17516
The Honorable Anita Brody

US District Court For the Eastern District of Pennsylvania
600 Market Street
Room 7613
Philadelphia, PA 19106
Fax 1-215-580-2356
CA 05-3689 BKY. No. 05-23059
Honorable Judge Brody;
I find it necessary and vital that I provide the Court with an update and additional
information regarding the above. May I request the Court to consider calling on Mr. Joel
Goldhammer, of the law firm of Seidel, Gonda, Goldhammer & Abbout, P.C., of
Philadelphia to confirm "good standing" and to help the Court to evaluate the merits of
my complaints as they relate to issues regarding intellectual property rights.
I have also included documents supporting the relevance of such a request.
Additionally, you will find a copy of a police report from Pismo Beach, California, just a
few weeks ago that will substantiate my previous allegations of threats and physical
abuse and assault.
I have also included an updated calendar from my activities up to August 31, 2005.
I thank the Court and your Honor for your considerations.
Respectfully,
Stan J. Caterbone

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Home | Current Issue | Reviews | Mix Forums | Subscribe Now | Onlin
Avatar Blends the Past and Future
By Paul Verna
Aug 1, 2002 12:00 PM
E-mail this article
With 25 years under its belt, the New York-based complex now known
as Avatar Recording Studios is one of the city's legendary music
haunts. It has hosted a parade of superstars that includes Bruce
Springsteen, Diana Ross, Talking Heads, David Bowie, Nile Rodgers,
The Ramones, Eric Clapton and Foxy Brown. Unlike other studios that
pride themselves on their history, vibe and vintage equipment, Avatar
places as high a premium on its future-mindedness as on its heritage,
emphasizing such high-tech areas as ISDN connectivity, Pro Tools HD
Recording and Direct Stream Digital. Nowhere else in New York do past, present
Applications and future collide the way they do at Avatar.
Interviews
Projects It is a mark of the studio's greatness that it has survived bankruptcy
Mastering/Authoring filing, an auction, a name change (from Power Station) and shifts in
Studio Business ownership.
Products
Reviews Asked what makes Avatar special, president/owner Kirk Imamura
New Products says, First of all, it's the rooms. They sound great, even after all these
Buyer's Guides years. I have to credit [Power Station founder] Tony Bongiovi for the
Live Sound unique design. It still stands today. Beyond the sound, it's the look and
f l f h d Th S di A' ki i d d i i
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Applications feel of the wood. The way Studio A's tracking room is domed, it gives
Tour Profiles you a warm feeling when you walk in. Drums sound great in there. The
Products studio musicians who come in can't stop raving about the room, and
Sound for Picture their talents really jump out in it.
Film/TV
Facilities Imamura also attributes the studio's success to its commitment to
Products nurturing the engineering staff. We treat our assistant engineers very
New Media well here, he says. They have a pretty good employment
New Formats arrangement with us where they get a guaranteed number of hours of
Internet Audio work. Because of that, people are loyal here. Scott Young, our chief
Products engineer, still believes in training and passing down his knowledge.
Facility Design Studio manager Tino Passante has been with the studio since the
Applications Power Station era. Chief technical engineer Ken Bailey and Young date
Profiles back to the early Avatar days before Imamura took over in early 2001.
Products
Education Another factor in the studio's success, according to Imamura, is its
Directory casual, but professional attitude. We don't try to impress, he says.
Showcase The rooms speak for themselves, so we don't feel we need to
Articles intimidate people when they come in.
Judging by the number of clients who are making return trips,

Imamura's approach is paying off. Forceful Enterprises the
production company owned and operated by the famed Full Force
production crew recently leased space on the second floor of the
Avatar building for its new headquarters. This move brings Full Force
full circle to the studio where the crew got their start.
We actually started out in this building more than 20 years ago when
it was Power Station, says Full Force leader Bowlegged Lou. It's nice
to be back. It's wonderful to have these great-sounding rooms right
next door.
Similarly, engineer/mixer Roy Hendrickson is returning to Avatar as

an engineer/mixer-in-residence. Hendrickson was a Power Station
staffer from 1985 to 1992, when he left to pursue a freelance career
and has since worked in other world-class studios. He credits the
Avatar rooms as acoustically and ergonomically outstanding: The
building feels like home to me. It is a great place for inspiration and
creative support. It was like that during Power Station days, and it is
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still like that today as Avatar.
Full Force and Hendrickson are the newest members of an elite group
of engineer/musicians. Others include Jeff Bova, Jan Folkson and Jim
Janik. I think of this creative community as a marketplace where
people are comfortable doing what they do, says Imamura. As
people get more and more familiar with other people who do the same
thing, something great is bound to come out of the situation.
This tradition of musicians, engineers and producers cross-fertilizing

each other's projects is a throwback to the early days when legends
AES New Products like Bob Dylan would meet young upstarts, like Full Force, and end up
Guide collaborating on sessions. Imamura wanted to build a similar culture
NAB Audio Products at the new Avatar, and he's already seen evidence that his efforts are
2005 bearing fruit. For instance, when producer Gregg Wattenberg was at
Education Directory the studio recently working on material by Chantal Kreviazuk, he got
2005 Summer NAMM Michelle Branch, who was working in another session, to sing with
Kreviazuk on a track.
If Avatar is a hotbed of creative activity in New York, then it is also a

nexus of state-of-the-art recording and processing. Recently, Avatar
installed a Pro Tools HD system, keeping pace with the latest
Barbershop Studio generation of the popular digital audio workstation. Avatar is also a
Blog pioneer among independent recording studios in offering Direct
eClassifieds Stream Digital recording, the process that underlies the Sony/Philips
TEC Awards Super-Audio CD format.
TEC20
Studio Showcase Imamura explains: There's a producer here, Yasohachi 88 Itoh, who
Seminars on Demand was one of the first clients for Power Station. He's affiliated with Sony's
Japanese studios, and he wanted to produce albums here that could
NAPRS
be a showcase for SACD. Since I'm a Sony veteran myself, having
AES
NAMM worked for the company for 17 years, I hit it off with him and we
NAB decided to do this. Besides Itoh's projects for Sony, several jazz
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NAB
albums have been cut at Avatar on one of two DSD systems: the
2-track silver box and the 8-track Sonoma recorder/editor. Clients
have included Hank Jones and Elvin Jones (Studio A), Max Roach and
Clark Terry (Studio C), and various Telarc projects. The end result
Headline News sounds great, says Imamura of DSD. It's just another way for us to
Site Index gear up for the future.
About Mix
Contact Us Alongside its commitment to digital technology, Avatar has decided to
Advertising stay with analog mixing consoles in its four main rooms. Studio A
Information houses a vintage Neve 8068 and the tracking space for which Avatar is
Subscribe Now most renowned a room that Sony and Yamaha have sampled for
Customer Service their high-end reverb boxes. Studio B's control room is equipped with a
72-input Solid State Logic SSL 9000 J analog console with a 5.1
monitoring matrix, Total Recall and Ultimation. It adjoins a 2030-foot
Radio tracking room with a ceiling height of 15 feet at its highest point.
Broadcast
Engineering Studio C is based around a 72-input Neve VRP with a 2440-foot
Broadway Sound studio with 24-foot ceilings and flexible architecture, which allows the
Master Class space to be divided into three large iso booths. The recently rebuilt
Electronic Musician Studio D with its glossy black walls departs from the natural wood
Entertainment Design tone in the rest of the facility. It now houses a secondSSL 9000 J.
Lighting Dimensions
Millimeter The consoles reflect the preferences of Avatar's clients, who appreciate
Mix digital technology in the form of hard disk recorders, editors and
Onstage processors, but prefer the sound and feel of large-format analog
Remix consoles. Listening to clients and staff might seem like an obvious
Sound & Video tactic for a studio owner, but Imamura says that he is surprised at how
Contractor often equipment decisions are made without looking at the wishes of
Staging Rental the people who use the gear.
Operations
Video Systems As attentive as Imamura is to his high-end clients, he is equally
Primedia Business supportive of the underground community. If we have unbooked
studio time, he says, we invite unsigned artists and give them a
reduced rate so that they can put together demos. We want to
encourage people who want to get into the industry. Why shouldn't
they have a good-sounding demo?
To nurture the local music community was one of the founding

principles at Power Station, which opened in 1977 as a venue for
seminal New York acts such as The Ramones and the Talking Heads,
as well as a wealth of rock, pop, jazz and advertising clients. Bongiovi
ran Power Station until 1996, when he declared bankruptcy and was
forced to auction off the studio. The buyer was a group of
entrepreneurs, led by Voikunthanath Kanamori, who renamed the
facility Avatar but otherwise kept it largely intact. Imamura took the
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helm in early 2001.
Today, a re-energized Avatar thrives, surviving even the terrorist attacks

of September 11, which dealt a serious blow to the New York industry.
It took a toll on the studio's bookings, but business has picked up,
according to Imamura. After September 11, a lot of projects were put
on hold until early spring, he explains. That's when a lot of projects
got the go-ahead from the record labels, and we're starting to feel the
effects of that. Normally, summertime is slow in the studio business,
but this year is atypical. It looks like summer's going to be busy for us.
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Clients http://www.avatarstudios.net/aboutus/index.html
Aaliyah Mulgrew Miller

Aaron Neville Fall Out Boy Muse
Abbey Lincoln Fefe Dobson My Chemical Romance
Aerosmith Five for Fighting Mya
Akiko Yano Foxy Brown Nada Surf
Al Jarreau Franky Perez Nashville Pussy
Alanis Morissette Franz Ferdinand Natalie Cole
Allen Toussaint Fun Lovin' Criminals Neil Sedaka
Alicia Keys Gangstarr Neil Young
Amerie Gavin DeGraw The New Pornographers
Amos Lee Geoffrey Keezer Nicole C. Mullen
Andreas Scholl George Benson Nine Days
Angelique Kidjo George Michael Norah Jones
Angie Stone George Shearing O.A.R.
Anita Baker Gonzolo Rubacalba Omnisoul
Anthrax Goo Goo Dolls Our Lady Peace
Audra MacDonald Grady Tate Ozzy Osbourne
Backstreet Boys Great Jazz Trio Panic! at the Disco
BeBe Winans Guster Pat McGee
Bebel Gilberto Hank Jones Patty Scialfa
Bebo Valdez Harry Connick, Jr. Paula Cole
Benny Green Hawthorne Heights Peabo Bryson
Bill Charlap Herbie Hancock Peter Cincotti
Billy Joel I'm a Robot Phantom Planet
Bjork Ian Shaw Philippe Saisse
Black Crowes Iggy Pop Phish
Blondie James Carter Pink
Bo Bice Jane Monheit P.O.D.
Bobby McFerrin Jennifer Lopez Polyphonic Spree
Boz Scaggs Jimmy Eat World Porcupine Tree
Brad Mehldau Jimmy Vaughn Puffy Combs
Brandy Joe Chambers Puffy with Busta Rhymes
Breaking Benjamin Joe Henderson Queen Latifah
Breaking Point Joe Lovano Rachel Yamagata
Britney Spears Joe Sample Raul Midon
Butterfly Boucher John Abercrombie Razorlight
Cam'ron John Mayer Renee Fleming
Capone-N-Noreaga John Patitucci Rihanna
Cassandra Wilson John Pizzarelli Rob Thomas
Celine Dion John Scofield Robben Ford
Chantal Kreviazuk John Secada Roberta Flack
Charlie Haden JoJo Rocket from the Crypt
Cheap Trick Jon Bon Jovi The Roots
Cheb Mami Joshua Redman Ron Carter
Chris Botti Joss Stone Run DMC
Chris Potter Journey Russell Watson
Christian McBride Judy Collins Ryan Adams
Claudia Acuna Kanye West Ryan Cabrera
Clay Aiken Kenny Garrett Satellite Party
Cold War Kids Kurt Rosenwinkel Savion Glover
Common The Last Five Years Sean Paul
Counting Crows Lil' Bow Wow Seether
The Cringe Lil' Kim Sheryl Crow
Cyndi Lauper Limp Biscuit Shirley Horn
Cyrus Chestnut Livingston Taylor Sleepy Hollow
D'Angelo LL Cool J Sol-Jah
Da Brat Lonestar Sonny Rollins
Danilo Perez Lonnie Plaxico Soul Coughing
Darius Rucker Los Lonely Boys Soul Decision
Dashboard Confessional Lou Reed Soundtrack of Our Lives
Dave Brubeck Luciana Souza Spice Girls
Dave Grusin Makoto Ozone Stage
Dave Holland Macy Gray Stephan Harris

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David Sanborn Marc Anthony Sting

The Dead '60s Marc Johnson Stone Temple Pilots
Debbie Harry Maria Schneider Story of the Year
Diana Krall Mariah Carey Submersed
Diana Ross Marian McPartland Sum 41
Dixie Chicks Maroon 5 Tanya Blount
Doctor Gabs Mark Scholtez Taylor Eigsti
Don Friedman The Mars Volta Terence Blanchard
Donald Fagen Mary Fahl Thalia
Dolly Parton Mary J. Blige They Might Be Giants
Dr. John Matisyahu Thornly
Dream Theater McCoy Tyner Timbaland
Earth, Wind & Fire Meat Loaf Tony Bennett
East Village Opera Company Medeski, Martin & Wood Trey Anastasio
Eddie Palmieri Me'Shell NdegeOcello U2
Edie Brickell Michael Feinstein Vanessa Williams
Eliane Elias Michael Jackson Vitamin C
Elvis Costello Michel Camilo Walter Becker
Eric Alexander Michel Sardaby Wayne Shorter
Eric Clapton Michelle Branch Will Boulware
Erykah Badu Mike Stern Willie Nelson
Eve 6 Mingus Big Band Wynton Marsalis
The Exit Missy Elliot Yellowcard
Faith Evans Missy Higgins Yolanda Adams
Faithless Moby Yo-Yo Ma
Monty Alexander 3 Days Grace
Morley 3LW
98 Degrees
TV / Movies / Broadway Shows
2002 Olympics Fantastic Four Over the Top

American Psycho Finding Nemo The Pajama Game
Any Given Sunday The Glass Menagerie Passion of the Christ
The Apostle The Good Shepherd The Red Violin
The Apprentice Grey Gardens Runaway Bride
Armageddon Home of the Brave Saturday Night Live
Avenue Q How Stella Got Her Groove Back Sicko
The Baker The Incredibles Slavery and the Making of America
Betty Rules Knights of Prosperity The Sopranos
Broadway: The Movie Legally Blonde II Spelling Bee
Cabaret Little Women Spider-Man 2
Chicago Married Life Sweeney Todd
Christmas with the Kranks The Mask of Zorro Thoroughly Modern Millie
De-Lovely Masked & Anonymous Zanna, Don't
Enterprise Monsters, Inc.
Music and Lyrics
Engineers
Malcolm Addey James Farber Axel Niehaus

Larry Alexander Joe Ferla Paul Northfield
Jim Anderson Humberto Gatica Dave O'Donnell
David Baker Carl Glanville Michael OReilly
Michael Bishop Helik Hadar Malcolm Pollack
Niko Bolas Roy Hendrickson Warren Riker
Jamie Candeloro Jim Janik Steve Rinkoff
Vince Caro Kevin Killen Elliot Scheiner
Ed Cherney Eddie Kramer Brian Scheuble
Jason Corsaro Lawrence Manchester Al Schmitt
Rich Costey Jay Messina Chris Shaw

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Dave Darlington Joel Moss Kevin Shirley

Neil Dorfsman Jay Newland Trina Shoemaker
Jimmy Douglass James Nichols
Producers
Todd Barkan David Kahne Phillipe Saisse

Michael Beinhorn Tommy Krasker Matt Serletic
Bob Belden John Leckie Jim Steinman
Jeff Bova Steve Lillywhite Kazunori Sugiyama
Jimmy Bralower Tommy LiPuma Lee Townsend
Eric Calvi John Lurie Ric Wake
Puffy Combs Mike Mainieri Don Was
Manfred Eicher Arif Mardin Gregg Wattenberg
Anton Feir Ben Mink James Williams
David Foster Jack Joseph Puig Stefan Winter
Carl Griffin Phil Ramone
Steve Jordan Nile Rodgers
Client Companies
Apple Computer Geffen Records Pixar

Arista Records HBO RCA Records
Atlantic Records Interscope Records SEGA
BBD&O Island Def/Jam Sire Records
Blue Note Records Justin Time Records Sony BMG
Capitol Records Koch Entertainment Stripped Music
Clear Channel Mack Avenue Sunnyside Communications
Entertainment MCA Records Telarc International
Columbia Records McHale Barone Universal Music
Concord Jazz Mercury Records Verve Records
Def Jam Recordings MTV Networks Virgin Records
Disney Nonesuch Records Warner Bros. Records
Domino Records NFL Windup Records
ECM Records NHL Production World Wrestling Entertainment
Electronic Arts Ogilvy & Mather XM Satellite Radio
Or Music Young & Rubicam
Notable Album Credits
Bruce Springsteen The River

David Bowie Scary Monsters
Rolling Stones Tattoo You
Roxy Music Avalon
Bob Dylan Infidels
David Bowie Let's Dance
Madonna Like A Virgin
Bruce Springsteen Born in the USA
Dire Straits Brothers in Arms
Peter Gabriel So
Bobby McFerrin Simple Pleasures
Eric Clapton Unplugged
Joshua Redman Wish
Dave Matthews Under the Table and Dreaming
Diana Krall When I Look in Your Eyes
Sting Brand New Day
Bjork Vespertine
Diana Krall The Look of Love
Foxy Brown Broken Silence
Sheryl Crow C'mon C'mon

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John Mayer Heavier Things

Norah Jones Feels Like Home
Franz Ferdinand You Could Have It So Much Bettter
Donald Fagen Morph the Cat
John Mayer Continuum
Client Testimonials
"AVATAR was chosen (for the recording of the new Norah Jones album) because of its excellent
maintenance and equipment."
- Arif Mardin (Grammy Winning Producer: Norah Jones)
"AVATAR feels like home to me. It's the only place I'll work in New York."
- Al Schmitt (Grammy Winning Engineer: Diana Krall, Natalie Cole)
"Studio A is the best-sounding room with the best-sounding console I've ever heard."
- Steve Rinkoff (Grammy Winning Producer: Celine Dion)
"Everything about AVATAR is good... It's a real rock & roll recording studio."
- Trina Shoemaker (Grammy Winning Engineer: Sheryl Crow)
"The first and only choice for recording in New York City."
- Jack Joseph Puig (Grammy Winning Producer: John Mayer)
"I like to record at this place called Avatar, which gives you fairly good separation but great visibility
and you can hear everything really well."
- Michael Brecker (Grammy Winning Artist)

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Mix article http://industryclick.com/magazinearticle.asp?magazinearticleid=1537...
Avatar Blends the Past and Future

By Paul Verna
Mix, Aug 1, 2002
With 25 years under its belt, the New York-based complex now known as Avatar Recording Studios is one
of the city's legendary music haunts. It has hosted a parade of superstars that includes Bruce Springsteen,
Diana Ross, Talking Heads, David Bowie, Nile Rodgers, The Ramones, Eric Clapton and Foxy Brown.
Unlike other studios that pride themselves on their history, vibe and vintage equipment, Avatar places as high
a premium on its future-mindedness as on its heritage, emphasizing such high-tech areas as ISDN
connectivity, Pro Tools HD and Direct Stream Digital. Nowhere else in New York do past, present and
future collide the way they do at Avatar.
It is a mark of the studio's greatness that it has survived bankruptcy filing, an auction, a name change (from
Power Station) and shifts in ownership.
Asked what makes Avatar special, president/owner Kirk Imamura says, First of all, it's the rooms. They
sound great, even after all these years. I have to credit [Power Station founder] Tony Bongiovi for the unique
design. It still stands today. Beyond the sound, it's the look and feel of the wood. The way Studio A's
tracking room is domed, it gives you a warm feeling when you walk in. Drums sound great in there. The
studio musicians who come in can't stop raving about the room, and their talents really jump out in it.
Imamura also attributes the studio's success to its commitment to nurturing the engineering staff. We treat
our assistant engineers very well here, he says. They have a pretty good employment arrangement with us
where they get a guaranteed number of hours of work. Because of that, people are loyal here. Scott Young,
our chief engineer, still believes in training and passing down his knowledge. Studio manager Tino Passante
has been with the studio since the Power Station era. Chief technical engineer Ken Bailey and Young date
back to the early Avatar days before Imamura took over in early 2001.
Another factor in the studio's success, according to Imamura, is its casual, but professional attitude. We
don't try to impress, he says. The rooms speak for themselves, so we don't feel we need to intimidate
people when they come in.
Judging by the number of clients who are making return trips, Imamura's approach is paying off. Forceful
Enterprises the production company owned and operated by the famed Full Force production crew
recently leased space on the second floor of the Avatar building for its new headquarters. This move brings
Full Force full circle to the studio where the crew got their start.
We actually started out in this building more than 20 years ago when it was Power Station, says Full Force
leader Bowlegged Lou. It's nice to be back. It's wonderful to have these great-sounding rooms right next

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door.
Similarly, engineer/mixer Roy Hendrickson is returning to Avatar as an engineer/mixer-in-residence.

Hendrickson was a Power Station staffer from 1985 to 1992, when he left to pursue a freelance career and
has since worked in other world-class studios. He credits the Avatar rooms as acoustically and
ergonomically outstanding: The building feels like home to me. It is a great place for inspiration and creative
support. It was like that during Power Station days, and it is still like that today as Avatar.
Full Force and Hendrickson are the newest members of an elite group of engineer/musicians. Others include
Jeff Bova, Jan Folkson and Jim Janik. I think of this creative community as a marketplace where people are
comfortable doing what they do, says Imamura. As people get more and more familiar with other people
who do the same thing, something great is bound to come out of the situation.
This tradition of musicians, engineers and producers cross-fertilizing each other's projects is a throwback to
the early days when legends like Bob Dylan would meet young upstarts, like Full Force, and end up
collaborating on sessions. Imamura wanted to build a similar culture at the new Avatar, and he's already
seen evidence that his efforts are bearing fruit. For instance, when producer Gregg Wattenberg was at the
studio recently working on material by Chantal Kreviazuk, he got Michelle Branch, who was working in
another session, to sing with Kreviazuk on a track.
If Avatar is a hotbed of creative activity in New York, then it is also a nexus of state-of-the-art recording
and processing. Recently, Avatar installed a Pro Tools HD system, keeping pace with the latest generation of
the popular digital audio workstation. Avatar is also a pioneer among independent recording studios in
offering Direct Stream Digital recording, the process that underlies the Sony/Philips Super-Audio CD
format.
Imamura explains: There's a producer here, Yasohachi 88 Itoh, who was one of the first clients for Power
Station. He's affiliated with Sony's Japanese studios, and he wanted to produce albums here that could be a
showcase for SACD. Since I'm a Sony veteran myself, having worked for the company for 17 years, I hit it
off with him and we decided to do this. Besides Itoh's projects for Sony, several jazz albums have been cut
at Avatar on one of two DSD systems: the 2-track silver box and the 8-track Sonoma recorder/editor.
Clients have included Hank Jones and Elvin Jones (Studio A), Max Roach and Clark Terry (Studio C), and
various Telarc projects. The end result sounds great, says Imamura of DSD. It's just another way for us to
gear up for the future.
Alongside its commitment to digital technology, Avatar has decided to stay with analog mixing consoles in its
four main rooms. Studio A houses a vintage Neve 8068 and the tracking space for which Avatar is most
renowned a room that Sony and Yamaha have sampled for their high-end reverb boxes. Studio B's
control room is equipped with a 72-input Solid State Logic SSL 9000 J analog console with a 5.1
monitoring matrix, Total Recall and Ultimation. It adjoins a 2030-foot tracking room with a ceiling height of
15 feet at its highest point.
Studio C is based around a 72-input Neve VRP with a 2440-foot studio with 24-foot ceilings and flexible
architecture, which allows the space to be divided into three large iso booths. The recently rebuilt Studio D
with its glossy black walls departs from the natural wood tone in the rest of the facility. It now houses
a second SSL 9000 J.

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The consoles reflect the preferences of Avatar's clients, who appreciate digital technology in the form of
hard disk recorders, editors and processors, but prefer the sound and feel of large-format analog consoles.
Listening to clients and staff might seem like an obvious tactic for a studio owner, but Imamura says that he is
surprised at how often equipment decisions are made without looking at the wishes of the people who use the
gear.
As attentive as Imamura is to his high-end clients, he is equally supportive of the underground community. If
we have unbooked studio time, he says, we invite unsigned artists and give them a reduced rate so that
they can put together demos. We want to encourage people who want to get into the industry. Why shouldn't
they have a good-sounding demo?
To nurture the local music community was one of the founding principles at Power Station, which opened in
1977 as a venue for seminal New York acts such as The Ramones and the Talking Heads, as well as a
wealth of rock, pop, jazz and advertising clients. Bongiovi ran Power Station until 1996, when he declared
bankruptcy and was forced to auction off the studio. The buyer was a group of entrepreneurs, led by
Voikunthanath Kanamori, who renamed the facility Avatar but otherwise kept it largely intact. Imamura took
the helm in early 2001.
Today, a re-energized Avatar thrives, surviving even the terrorist attacks of September 11, which dealt a
serious blow to the New York industry. It took a toll on the studio's bookings, but business has picked up,
according to Imamura. After September 11, a lot of projects were put on hold until early spring, he
explains. That's when a lot of projects got the go-ahead from the record labels, and we're starting to feel
the effects of that. Normally, summertime is slow in the studio business, but this year is atypical. It looks like
summer's going to be busy for us.
2007, PRIMEDIA Business Magazines & Media Inc. All rights reserved. This article is protected by United States
copyright and other intellectual property laws and may not be reproduced, rewritten, distributed, redisseminated,
transmitted, displayed, published or broadcast, directly or indirectly, in any medium without the prior written
permission of PRIMEDIA Business Corp.

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Sheryl Crow in tune with Dell for new promos - Yahoo! News http://news.yahoo.com/news?tmpl=story&u=/nm/20050712/tc_nm/music_crow_dc
Yahoo! My Yahoo! Mail

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Search: All News 6 Search Advanced
Sheryl Crow in tune with Dell for new promos

By Chris Marlowe
Tue Jul 12, 9:30 AM ET
LOS ANGELES (Hollywood Reporter) - Sheryl Crow will soon be singing for Dell Inc., the
world's largest personal computer supplier.
The deal will allow the company to ADVERTISEMENT

promote home entertainment networks
and educate consumers about new
capabilities, while Crow will be able to
build awareness for her new album.
The singer/songwriter will star in Dell

television commercials nationwide,
expected to begin airing next week. In
these, she showcases all of the ways
Reuters Photo: U.S. pop singer Sheryl
home technology products help her
Crow attends the arrival of the 192km
(119 miles) 10th stage... enjoy her upcoming single "Good Is
Good."
RELATED QUOTES
The Grammy-winning artist also will be
^IXIC 2156.78 0.00 prominently featured in direct-mail
^IXK 975.14 0.00 catalogs, newspaper inserts, online
and in other campaign materials.
^DJUSS 428.09 +0.56
Get Quotes Dell wants consumers to see how Media Center PCs can collect, manage and organize all
types of entertainment from one centralized point of control. The $849 computer highlighted
Delayed Data
Providers - Disclaimer in the commercials comes with a TV tuner card built in, meaning it can replace a stand-alone
DVR, and is shown connected to a 42-inch plasma TV.
Add headlines to your
"Technology has helped me with the writing and recording processes, and it's a great way to
reach out to fans of my music," Crow said in a statement. "Dell's combining all these different
1 of 3 7/18/2005 7:46 AM

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Sheryl Crow in tune with Dell for new promos - Yahoo! News http://news.yahoo.com/news?tmpl=story&u=/nm/20050712/tc_nm/music_crow_dc
personalized My Yahoo! page technologies and making it really easy to enjoy them."
(About My Yahoo! and RSS)
Her new album, as yet untitled, is set for release Sept. 27 via A&M Records.
Technology - Reuters
Additional ideas involving Crow are being explored, said Michael Farrello, Dell's vp
electronics and accessories. These might include a partnership with Yahoo!'s MusicMatch
Personal Technology News
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LAW O F F I C E S
SEIDEL,GONDA, GOLDHAMMER& ABBOTT,P. C.

PATENT A N D TRADEMARK A T T O R N E Y S
S U I T E 1800 T W O P E N N C E N T E R P L A Z A
P H I L A D E L P H I A . P A . 19102
A R T H U R H . SEIDEL T E L E P H O N E 12151 see-e3e
J O E L 5. G O L D H A M M E R
MlCMAEL P ABBOT7 22 J u n e 1987 TELEX 845 1 1 6
CABLE SIPAT
GREGORY 3 . LAVORGNA TELECOPIE- 12151 5 5 8 5549
DANIEL A . MONACO GROUP I , I I b ,!I
ROQEFlT H WAMMER lil

-
THOMAS J DURLlNG
EDWARD C GONDA
(1930-19851
S T E P H E N J. M E I E R S -
AMANDA LAURA NYE' O F COUNSEL
NANCY A . R U B N E R SYLVIA A. G O S Z T O N Y I
S C O T T J FIELDS STANLEY H . Z E I H E R
'DC b NI 8*R* ONLY
Mr. Stanley J. Caterbone

FMG Advisory, Inc.
Eden Park I1
1755 Oregon Pike
Lancaster, PA 17601
RE: Service Mark Search f o r

"FINANCIAL MANAGEMENT GROUP"
Our File: 7351-G
Dear Stan:
As requested, I have completed a search in respect t o t h e above-referenced

service mark. The results of t h a t search a r e annexed hereto.
I t is my understanding t h a t t h e mark "FINANCIAL MANAGEMENT GROUP"

is used for services of providing a complete package of legal, accounting, real estate,
insurance, stock brokerage, portfolio management, market timing, financial planning,
mortgage banking and investment banking t o business firms.
Based upon t h e results of t h e enclosed search, it i s my opinion t h a t you

can adopt and use t h e mark in this region of t h e United States. I t is a close question
a s t o whether t h e mark i s federally registrable. Moreover, you may a n t i c i p a t e difficulty
in using t h e mark in California, Arizona, Georgia and Illinois. The possibility of opposition
t o your use of t h e mark also e x i s t s f o r t h e states of Louisiana and Oregon. T h e reasons
for my opinion are explained below.
If t h e only consideration were federal registration, then I would s a y t h a t

t h e mark is probably registrable. The closest registered mark is "FINANCIAL
MANAGERS SOCIETY". T h e marks differ only by t h e last word, and "SOCIETY" and
"GROUP" arguably have a similar connotation. But your services a r e fairly distinguishable
from those of t h e registered mark. Thus, on a federal level, t h e major objection t o
an application t o register may b e a n argument t h a t your mark is descriptive of t h e
services being offered. Descriptive marks are not registrable unless by virtue of their
long use and heavy promotion t h e y have become distinctive. However, t h e r e is at l e a s t
Stan J. Caterbone INTELLECTUAL PROPERTY

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Advanced Media Group Page 1 of 2 09/14/2007
SEIDEL,GONDA, G O L D H A M M E R& ABBOTT; I? C.
Mr. Stanley J. Caterbone -2- 22 June 1987
a f a i r argument t h a t "FINANCIAL MANAGEMENT GROUP" i s merely suggestive, not

descriptive.
The more difficult problem arises in respect t o t h e f a c t t h a t t h e r e a r e

others using "FINANCIAL MANAGEMENT GROUP" o r slight variants thereof. See
for example California s t a t e registration No. 14070 f o r "THE FINANCIAL MANAGEMENT
GROUP". S e e also t h e listing of four companies under t h e n a m e "FINANCIAL
MANAGEMENT GROUP" in California, Louisiana and Oregon. Moreover, t h e r e a r e
"FINANCIAL MANAGEMENT GROUPS" listed in t h e telephone book for Atlanta, Georgia
and Chicago, Illinois. Whether o r not these o t h e r users remain in business, and whether
o r not they o f f e r services competitive with yours, i s nearly impossible t o evaluate on
t h e limited f a c t s available from t h e report. Thus, t h e risks exist t h a t should you e n t e r
into one o r more of these companies geographical market areas, they may a s s e r t a claim
of prior rights.
If, on t h e o t h e r hand, you will not a s a practical m a t t e r be trading in these

market a r e a s f o r t h e foreseeable future, then I recommend proceeding with a n application
t o register t h e mark. If w e are successful in obtaining such registration, then your
right t o use t h e mark can ultimately become incontestable if not f o r t h e prior users
market areas, then f o r t h e r e s t of t h e United States.
Please f e e l f r e e t o call m e if you have any questions concerning t h e

foregoing.
With kindest personal regards, I a m
Sincerely yours,
SEIDEL, GONDA, GOLDHAMMER & ABBOTT, P.C.
5. 2
3 c~4?J,0~Ym --*-\ \.
. GOLDHAMMER
JSG:md
Enclosure

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MSN Hotmail - Printable Month View http://calendar.msn.com/calendar/isapi.dll?calendarView=printIndex
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9:00 AM Honda 7:00 8:00 AM Cheryl Hartman DJ. 7:00 PM EVITA 11:00 9:00 AM Cole &
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Payment Due unlocked 10:00 AM nettleton & Fines (Judge 11:00 AM Sprint
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9:00 AM Project 9:00 AM prepare 10:00 AM Anthon 9:00 AM Missing Bank 9:00 AM BK 9:00 AM Honda 1:00 PM Comcast
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1:00 PM amg legal Nettleton & 2:00 PM Mortgage 10:00 AM Restraining Kr...) Stone ...)
protottype cd... (home) Finefrock Fulton Bank Order(Pam &... (Lancaster ...) 7:00 PM Alan
6:00 PM Demo vote 6:00 Lo... (Home) 11:00 AM Pam (Gwenn & Jackson (Star
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9:00 AM Bank of America 6:00 9:00 AM Hotel 9:00 12:00 AM The 9:00
Payment $10 PM U2 (Wachovia Taxes Due AM Security Sheryl Crow AM Burglaries/Called
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7:00 PM John 12:00 PM Discover 1:00 PM MBNA AAA 8:00 AM LONDON 2:00 AM Dept of 3:00 AM kennett (scac-
Couger/John Credit Card Credit Card BOMB BLASTS 4 Justice (Philadelph...) pool)
Fogert... (Hershey 2:00 PM Department 1:00 PM Fax to LOCALS 2:00 AM G. Dempsey (Las
St...) of Department of 9:00 AM Honda Vegas)
Justice (Philadelph...) Ju... (Philadelph...) Payment Due 2:00 AM FBI National
6:30 PM 3 Doors 5:00 PM Haccker - Security (FBI Pittsb...)
Down/Stand (Hershey Destop 8:30 AM London - 4
Gi...) Conest... (220) Bombings (Warren-She...)
9:00 PM CALL TO FBI 8:00
PITTS OFFICE 2:00AM PM Cingular (Cingular
NS ISSUE... -...)
9:00 PM depart for
scac to Austin Dell
25 26 27 28 29 30 31
10:00 AM filed 6:00 PM arrive in 1:00 PM Army 1:45 PM Dell, 12:00 PM Clipper Stadium 9:00 AM Chapter 11 Brief 11:00
brief (kennett, Austin Intelligence Inc. (Dell City,...) - Joe P... (Texas) due to Judge Anita Brod... AM Files
M...) Inter... (Austin Nat...) broken into at
8:00 PM Bowling for MG... (Las

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1 of 2 8/1/2005 11:44 AM
April 2005
28 29 30 31
1 2 3
4 5 6 7 8 9 10
9:00 AM Honda
Grace Period
Payment Due
11 12 13 14 15 16 17
18 19 20 21 22 23 24
9:00 AM Honda
Payment Due
25 26 27 28 29 30 1

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1 of 1 7/31/2005 12:13 AM
DOCUMENT DIVIDER

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Advisory, Inc.
11, 1755 Oregon Pike Lancaster, PA 17601 717-569-4100
FINANCIAL Y A I U l i E M E N I GIOUC 1 1 0
STANLEY J. CATERBONE
PRESIDENT
By: stan caterbone

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ADVANCED MEDIA GROUP Page 1 of 76 05.03.2007

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TABLE OF CONTENTS
SONY JOINTcVENTUREPROPOSAL
"SONY CHALLENGE"
SONY JOINT VENTURE STATISTICS
INVESTOR MARKETING MATERIALS
LEGAL DOCUMENTATION
SCREEN PLAY (1ST DRAFT)

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THE DIGITAL MOWE

A Joint Venture Proposal for
The Sony Organization
Developed by:
Stan J. Caterbone
Representing:
Tony Bongiovi
Power Station Studios
Flatbush Films
Garnillion Studios
Advanced Media Group, Ltd.,
beated in May ~f 1987 t

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SONY CORPORATION
INTRODUCTION
SONY'S ROLE
TIMING
MARKETING AND DISTRIBUTION
PRODUCT DEVELOPMENT
FINANCIAL STRUCTURE

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INTRODUCTION
Tony Bongiovi and Power Station Studio are undertaking a project
that has the potential of revolutionizing the entertainment industry.
In the next few pages of this proposal, I will outline the elements
involved and how Sony can participate in this landmark event.
The technology of the recording industry has been advancing by

leaps and bounds. We have seen the advances from monaural
long playing record to stereo record to compact disc. Now we are
seeing tape systems that use digital rather than analog signals
appear, matching the quality of compact discs. What has
happened to the theatre's? The audio portion of a film, is as
responsible for the sensations one experiences at a motion picture
as the visual, yet many theatre's are still equipped only for mono
sound. Why is this? We feel there are two basic reasons.
1> The relative high cost of upgrading a theatre to be able to

incorporate the advanced technologies of the audio
industry.
2> The lack of proper equipment for the film industry to

produce high quality digital audio tracks.
These two problems should not be addressed separately. There

is little motivation for upgrading until the product is available and
even less motivation to produce a product that can not be heard.
Tony Bongiovi and Ed Evans at Power Station in New York, have

now made it possible to address these problems simultaneously.
Their creation of the new "Power Station Digital Movie Sound"
(PSDMS), will not only enable the film industry to produce the
highest quality audio tracks for film, but will also allow theatre's to
upgrade their existing sound system at a minimal cost.
To introduce this revolutionary new sound, Bongiovi is in the

process of producing a film entitled "Mutant Mania", which is a
science fiction action horror film, shot in a small ocean resort town
in New Jersey. This film has many elements that make it perfect
for the introduction of PSDMS. The most prevalent of these being

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the heavy music score by Bongiovi's latest band "French Lick".

Producing bands is definitely one of Bongiovi's fortes. Bongiovi
was instrumental in creating "Bon Jovi" who is probably the
strongest force in the rock and roll circuit today. "Bon Jovi's" third
album "Slippery When Wet", has sold more copies in a short
period of time than any other band in history.
Another is the fact that this is a horror film. The use of audio in
horror films is important to create tension, fear, excitement etc..
Using a horror film also lessens the influence the critics have on
the audience.
By the large this film will stand on it's own merits. Now add
PSDMS, and you have a potential block buster event.
How does Sony fit into all of this?
SONY'S ROLE
What we are seeking to do, is establish a distribution route in

which the message of Sony's new technology and its benefits can
be more easily and directly passed on to the consumer.
Picture a one or two minute commentary at the beginning of the

movie and home video, demonstrating the difference between the
quality of theatrical sound now and the new SONY/PSDMS sound.
This does two things. First, by demonstrating the difference in
quality of the new sound, you reinforce in the audiences mind that
it is much better, which as you will hear, there is little doubt.
Secondly it reinforces in the audience that Sony truly is a pioneer
of advanced innovative technologies.
In addition to the commentary, Sony will receive credits on the film,

ie. SONY/PSDMS. We will include in the copyright agreement that
Sony equipment must be used to be SONY/PSDMS.

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Sony's name will also be strategically placed throughout the film.

This may be done in the form of billboards, advertisements, or
Sony equipment being utilized.
A commercial may be developed for n/ promoting both the film

and Sony's contributions to advanced audio techniques in the film
industry. This could be done as a joint venture between Sony and
the distribution company for the theatrical and video exhibition.
Inside every video tape that is sold, a coupon may be placed to

promote Sony products.
A full line of quality equipment may be SONY/POWER STATION

labeled for consumer use to enhance marketability of Sony
entertainment products.
Sony Video Software Corporation will receive right of first refusal

on all contracts for video and theatrical distribution. We will allow
Sony a preferred 5% margin under any other distributor for a
competitive edge.
TIMING
Timing is crucial in a project that touch so many different
areas.
MARKETING1DISTRIBUTION
Most of the industry by their own admission is at least two years
away from an effort to upgrade the sound in movie theatres. With
the SONY/PSDMS system, other companies may adapt easily and
economically to produce products with digital movie sound. With
companies adapting to this process, the future should see the
prominence of the SONY/PSDMS insignia much the same as you
see the Dolby insignia today. This will act as a constant reminder

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to the public that Sony truly is a pioneer of advanced audio visual

technologies.
Sony will receive exposure in the professional market place by

having the SONY/POWER STATION equipment used in theatres
and studios to produce the SONY/PSDMS sound.
The video industry is a 56 billion dollar industry that is in need of

product. When you look at the potential for a product that will be
one of the first feature films to compliment the fast paced
VCR/Stereo Entertainment components, with a musical score that
may have enough merits of its own, you have an amazing potential
for distribution.
The Digital and Disc Industry has proven to be the future standard
for recording and playing. Because of the relative newness of the
digital format, there are more people who have yet to experience
the digital sound. With the high exposure that will come from this
project, this could be the first time ever people hear digital. How
many people? 1 - 10 - 50 - 100 million?
What will be their first reaction? I need to buv a Disc Plaver!
Who's name will they think of first? SONYIPSDMS!
PRODUCT DEVELOPMENT
Bongiovi and Evans at Power Station have developed a
revolutionary hybrid mixing console to penetrate the video post
production market. This console was developed to enable
engineers to produce high quality audio tracks for the film industry
as well as the recording industry. This new console utilizes an
automation system that can be used by both industries. This new
console is especially atractive to the film industry, as it will greatly
reduce production costs since mixing costs in a recording studio
are much less. At present the console that is being used is a
bastardized system that utilizes components from many different
pieces of equipment, from a number of different companies, of

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which Sony is one. Because we already have a working model of

this console, it would take very little time for a finished product to
be manufactured that could carry the SONY name.
The other piece of equipment that is essential to the PSDMS

process, is the box that enables the laser disc to automatically
read the synchronization track encoded on the film. This piece of
equipment can be produced at an extremely low cost. It is this
low cost and the fact that the theatres will not have to replace their
present projectors that make digital movie sound a reality in 1988.
We feel that with consumers demanding the same quality audio at

theatres, as they have become accustomed to with their home
entertainment systems, theatre owners will have little problem
investing the nominal amount of dollars involved, to upgrade their
theatres for digital audio. This investment could be as low as
$1000. With the cost being so low, the distribution company may
want to consider bearing the burden of this cost, if the theatre
owners agree to show Bongiovi's next three films.
FINANCIAL STRUCTURE
SONY will commit four million dollars for the production of
Bongiovi's film to be released in 1988.
We would like SONY to commit fifteen million for three to four

future products that will follow the same format as the first, so that
Bongiovi and SONY will position themselves as the pioneer and
leaders in the industry. This will not allow competition to gain
access to the marketplace until we are all firmly situated and
profitable.
Sony will only pay for expenses to produce 60 second spots.

Tony and Power Station will utilize any and all services to help
produce the spot and will allow reimbursement for only true costs
with no mark up including all of Tony's time which will be free.

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Power Station and Power Productions I will receive a negotiated

percentage from all revenues generated from the merchandizing
campaign of the SONY/POWER STATION products and the sale
that may result to other film studios utilizing Sony/POWER
STATION equipment in the PSDMS System.
We will receive four deluxe entertainment systems - Television,

VCR, Stereo, Etc. that is top of the line to help during the
production of the film.
The purpose of the above and all aspects of this Proposal is to let
the separate entities involved maximize their profits for their
respective talents; Bongiovi in film and music production and Sony
in manufacturing and distribution of equipment and merchandise
and later video and film distribution.

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I THE MIGHTY YEN AND FIERCE COMPETITION ARE FORCING IT INTO NEW MARKETS
here he is, sitting on the floor of the spark that has made the company radios. I t also has come to signify the
his office with three remote con- synonymous with the success of postwar international orientation among so many
trols in his hand, listening to a Japan: innovation, shrewd marketing, mightjly successful Japanese companies.
Beethoven symphony a t high volume. and quality. As executives repeatedly Some 70% of Sony's sales come from
He recorded the symphony from a dash in for consultations, Morita patient- 1 outside Japan.
broadcast of a recent Vienna Philhar- ly explains why one set of speakers he's ~ D DOWN.E Recently, though, Sony
monic concert in Tokyo, and now he's checking out doesn't quite have the Sony has become one of the most visible sym-
putting the tape to good use. As much sound. bols of trouble in Japan. Like other Jap
as he likes music, Akio Morita likes try- Sony. The very name speaks volumes anese companies in businesses ranging
I ing out new stereo gear even better. about the company. It comes not from a from autos and steel to electronics and
Morita is 66, and the last flecks of Japanese word that foreigners might computers, Sony's world has been
black long ago vanished from his silver find W u l t to pronounce, but from turned upside down. The dramatic rise
I hair. Although he's spending less time
@ these days in his cluttered, wood-paneled
sonus, the Latin word for sound, fine
tuned for Japanese tongues. The name
of the yen has cramped its ability to
compete in export markets. Protectionist
chairman's office a t Sony Corp., it's
" clear symbolizes the company's origins in its sentiment is growing in the U. S. and
that Morita still provides much of pioneering tape recorders and transistor
64 BWSINES W N E 1,1987' ' COVER STORY
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back like never before. Far East compet-

itors, such as Taiwan and South Korea,
are exploiting their lower costs, and
U. S. and European companies are
achieving efficiency gains and improve-
ments in quality.
The high yen--endaka in Japanese-
is slamming the nation's exporters two
ways. Foreign competitors with costs d e
nominated in dollars or French francs
have more room to undercut Japanese
companies on prices, and a dollar's
worth of sales is worth less in yen. Mea-
sured in dollars, Sony's U. S. sales rose
24% last year. Measured in yen, they
were down 11%. "The falling dollar has
produced a nearly 50% tax on us," com-
plains Morita.
Overall, the numbers tell a disappoint-
ing story. Worldwide sales slipped ?%, to
$82 billion, in the fiscal year that ended
last October, while earnings from opera-
tions fell a stunning 75%. Earnings de-
clined another 56% for the five months
ended in March from a year earlier.
Archrival Matsushita Electric Industrial
Co., by contrast, endured a more man-
ageable 44% drop in operating earnings
last year.
For Sony, endaka is like a drought
that follows a plague of locusts. The
challenges facing Morita and his hand-
picked president, former opera singer
Norio Ohga, have become even more
daunting than they already were.
BETA ~ O C K Competition
. m consumer
electronics is brutal. After coming up ...
A STROW6 YEN
. ... AND DlVERSlFlCATlOH
with such hits as W i n TVS and
Wallanan tape players, Sony watched
the hottest market of the 1980s,pass it
by. The company dung to its Betamax
' i
ERODES EARNINGS..
i 35
IS OFF SCHEDULE
videorecorder fmmaturhile +hp

the world switched to VAS. That s s
was costly, and the experience helped
embolden competitors. They no longer - - - -
wait to see whether Sony's innovative - - - - -
10-
products suceeed. Rivals that took about
two years to come up with their own '- -
NONCONSUMER PRODUCTS
AS PERCENT OF TOTAL SALES
U. S. versions of the Walkman now r e 0
'82 '83 '84 '85 '86
spond to new Sony products in months.
And the rising quality of competitors'
products has narrowed the advantage L J
that once permitted the company to DATA. M l l Y CQI.
build a successful advertising campaign
around the simple phrase: "It's a Sony." says. To reduce its vulnerability to fluc- high. The company's push into noncon-
To make matters worse, some of the tuations in the yen and to become more sumer areas, such as computers and im- g
most troublesome competitors are in responsive to its customers, Sony is ex- age processing, has been such tough go- 3
South Korea or other Asian countries panding its substantial manufacturing ing that Sony will not meet its timetable g
where costs are lower. operations overseas. And Sony clings al- for diversification. d
Sony has fought back. Shortly after most defiantly to one. of the company's Other changes Could be even more
becoming president in 1982, Ohga set a most distinguishing characteristics: a re- traumatic. In some areas, Sony is aban- $
goal of reducing Sony's dependence on search and development budget that doning its time-honored, go-it-alone phi-
consumer electrbnics by getting 50% of amounts to about Wo of sales. Rival Mat- losophy. It is sharing its technology with
2
sales from nonconsumer products by susfiita spends only 4%. other companies, for example, in an ef- 8
1990, compared with 15% a t the time. Even for a company as innovative as fort to create industry standards for e
Ohga has also served notice that execu- Sony, the changes are not coming easily. new products and to avoid another Beta- $
tives a t Sony factories must cut manu- "Our people are working very hard," max. Sony is also becoming more of a k
facturing costs beyond the 10% annual says Morita. And all 'that hard work is street fighter. It is pushing harder for
reductions of recent years. 'We need carrying Sony into some unfamiliar ter- larger shares of the markets for prod-
quantum leaps in cost reduction," he ritory, where the risk of missteps is ucts, even if it means paring profit mar- 3 -1
J
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COVER STORY BUSINESS WEEKIJUNE 1,1987 6S
the company has avoided any serious

damage from the cross-fire between To-
kyo and Washington. Its semiconductors
pany, which has 701 employees, is one

among a host of small regional s& chief are legion. Even though Congress
brewers in Japan. Morita & Co. also in April rejected a oneyear ban on the
makes miso, a fermented soybean ultrahigh-fidelity digital tape recorders
paste used in soups and sauces, and recently introduced in Japan, legislators
shogu, or soy sauce. Under the man- are likely to accomplish the same objec-
agement of Kyueaemon Morita, the tive by other means. Congress is daw-
business provided a comfortable life dling over legislation to require that the
for his son Akio and three other chil- new products be equipped with devices
dren in Nagoya, an industrial city 224 that prevent them from duplicating
m i southwest of Tokyo. tapes or records, a provision sought by
As the eldest son, Akio was expected the recording industry. Richard L.
to take over Morita & Co. Instead, af- Sharp, president of Circuit City Stores
ter World War 11, Morita, then 25, Inc., isn't expecting digital tape ma-
threw in his lot with business novices chines to be in his stores for a t least a
Masaru Ibuka and Tamon Maeda to year, as Sony and other manufacturers
start Tokyo Tsushin Kogyo, or Tokyo await a clear reading on the legislation.
Telecommunications Engineering Co. Despite Sony's woes, Morita is as ea-
Unable to get a bank loan for their ger and enthusiastic as ever. He man-
struggling company, the trio turned to ages to sound upbeat about both the
Akio's father, who repeatedly provided company's functional-looking, high-per-
money through Morita & Co. in return formance Profeel Pro TV,which is sell-
for stoek in the new venture. ing well, and the 8mm handheld video
AT worn r e ~ o ~ ~ TaK evolved into camera, which is struggling. "This year
Sony. And Morita & Co., with Akio's we will recover our profits, and next
brother Kuzuaki a t the helm, has seen year will be a much better year," he
some modest transformations of its says. Most analysts agree that Sony has
a t least halted the slide that has
COVER STORY

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- -- - -
ers, and by the time he left for Berlin to

study voice, Morita signed him on as a
consultant. After rebuffing several en-
treaties by Morita to forsake his opera
career for a full-time position at Sony,
Ohga finally relented in 1959. Before b e
ing named president, however, he served
a 23-year apprenticeship that included
running Sony's tape recorder division
and a record company joint venture with
CBS Inc.
ow THE STUMP. Ohga's growing author-
ity allows Morita more freedom for the
ambassadorial role he loves so much. He
spends about a third of his time a t Sony
these days. The rest is devoted to trips
overseas for such things as speechmak-
ing or promoting his book, Made in Ja-
pan, and to his ceremonial functions in
Japan. Last year he became a vice-chair-
man of Keidanren, the Japacese federa-
tion of economic organizations.
For all his outside activities, Morita
still makes sure he gets involved in the
crucial decisions a t Sony. When it came
time to price the portable compact disk
player, for example, Morita decreed that
it be priced a t less than 50,000 yen,
about $200 a t the time. Even though the
player cost more than that to make then,
Morita correctly anticipated that the low
price eventually would generate enough
sales to provide the volume production
that would trigger economies of scale--
and profits. The episode shows how
Sony is now pursuing market share
more diligently. I t is also an example of
how Sony is responding to its experience
with Betamax, the world's first home
videorecorder. This high-profile product
laid bare the company's strengths and
its weaknesses.
As conceived, Betamax was a classic-
iflustration of Sony's founding philoso-
phy of looking for new markets where
bigger, wellestablished companies were
not a threat. The company correctly
foresaw the immense latent demand for
a machine that could make and play
back home videotapes. But then it ceded
the market to others by refusing to yield
when the VHS format, -first developed by
Victor Co. of Japan, provided longer r e
cording times and gradually became the
industry standard. Sony still insists that
its Beta recorders provide a superior pic-
ture. But a shrinking number of custom-
ers-currently about 5% of all buyers-
are buying Beta.
MlDuFe CRISIS? Some analysts think Be-
tamax goes a long way toward explain-
ing the new directions a t Sony. "The
Beta experience was so searing, so
threatening, that it forced a major revi-
sion in the way the company positions
itself," says James C. Abegglen, a To-
kyo-based management consultant. One
example: Sony has relaxed its tradition
of sticking to the expensive, high-profit
end of the market by coming out with a
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COVER STORY MEDIA GROUP
ADVANCED Page 15 of 76 BUSINESS WEEKfJUNE 1,198797
05.03.2007
ing," says Neil Vander Dussen, presi-

dent of Sony Corp. of America.
The efforts in the U. S. and around
the world are producing some pieces of
Sony's vision of the future. Sony was
the first Japanese company with a pow-
erful 32-bit desktop computer, which is
the heart of its engineering workstation.
It has quickly become a major producer
of full-feature telephones in Japan. Sony
also has taken the lead with the 3%-in.
floppy disks and drives that are bidding
to replace 5%-in. disks as standard
equipment on computers.
Perhaps the most impressive marriage
of video with the computer is what Sony
calls interactive video. Sterling Drug
Inc.'s Winthrop Pharmaceuticals unit
uses a van with a customcrafted version
to provide simulated demonstrations of
how its products work. The system lets
a doctor "treat" a patient with heart
failure. The doctor sees his patient going
to the emergency room, while the sys-
tem provides the patient's case history
one of the reasons and vital signs. The patient's recovery
depends on the doctor's response to on-
screen questions and choices.
sales, executives now concede their time
ers of the disks themselves.
sharing technology and

2
P
eE
.8BVSlNESS WEEKIJUNE 1,1987 COVER STORY
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a strong yen. Even though having large against the dollar since September, 1985, Such a move would send a strong sig-
overseas sales makes Sony more vulner- Sony was able to raise prices only about nal that Sony has reached a new, more
able than most Japanese industrials, it is 15% in the U. S. mature phase of development after rid-
already among the most international of Moving plants overseas is only the ing the crest of Japan's postwar econom-
companies. Foreigners own 23% of its first step. The more difficult task will be ic miracle. In essence, Sony's tradition of
stock, which is traded on 23 exchanges to integrate planning and research and searching for gaps is another way of
around the world. Sony also moved early design internationally, too. But if an in- seeking market niches-a classic ap-
and fast into local manufacturing. It ternational staff is any measure, Sony is proach for young companies. To keep
makes TV sets in Bridgend, Wales, as well along in the integration process. Of growing, bigger companies must also
well as in San Diego. It makes compact 7,000 employees in the U. S., for exam- learn to defend their existing markets
disks in Terre Haute, Ind., and in Salz- ple, only 150 are Japanese. Sony, virtual- while broadening their product line.
burg, Austria. All told, 20% of Sony's ly alone among Japanese companies, has Mastering new skills is never easy. But
manufacturing is overseas. It aims to stuck to a policy of giving the top job in Morita, now an inveterate skier, didn't
increase that to 35% by 1990. Such glob- its foreign operations to a local national. even try the slopes until he was 60.
alization will help Sony earn its revenues Before long, it may become the first ma- There's no reason Sony can't accomplish
and pay its bills in the same currency, jor Japanese company to name a for- a similar feat in the business world.
rather than paying workers in yen and eigner as a director. A leading candidate By Larry Armstrong i n Tokyo, with
logging sales in a depreciating dollar. is Jack Schmuckli, the head of Sony's Christopher Power and G. David Wallace
While the yen was appreciating 50% European operations. in New York
I
lion of the 27 million Walkrnans it has
made, prices run from a plain-vanilla ,
playback-only model for $32 to a
souped-up $449.95 version that boasts
tapedeckquality sound and records as
well as plays.
Sony has used its image as a technol-
ogy leader to gain a hammerlock on
the lucrative premium end of the mar-
ket. Walkman is the only portable ste
reo offered by the tony L. L. Bean mt-
alog. Emphasizing that it is "made by
Sony in Japan, like 'Mercedes Benz,
made in Germany"' gives Walkman
"intangible added value," says Ohsone,
now audio group director.
p u n n o FOR KEEPS. All Walkman
products are manufactured in Japan.
And despite the soaring yen, Walkman
production is the exception to Sony's
strategy to move more production
OHSOWE: EVERYTHING FROM A $32 BOX tO A $450 RECORDER WlIM-T SOUND
overseas. Even though the soaring yen
f all the problems besetting squeezed profits, Sony says it still
0
Sony continues to dominate the $1.3
Sony, the two most frustrating billion buslness with a 30% share of made money on the $432 million worth
are how to deal with copycat personal tape players sold worldwide. of Waikmans it sold last year. One rea-
competitors and how to mute the im- The reason: "It has been more inven- son: a decision four years ago to create
p a d of the rising yen on manufadur tive than the others," says stock ana- a low-price model specifically for the
ing costs. But Sony has shown it can lyst Alan BeU of Salomon Brothers U. S. That forced Sony to automate
rise to the challenge. Its experience Asia Ltd. Walkman firsts include production drastically and design a
with the Walkman is proof of that Dolby noise reduction in 1982 and a new model that cut more than 90% off
After Walkman's debut in July, 1979, rechargeable battery in 1986. production costs partly by integrating
Sony was not about to bask in the new Sony's inventiveness shows in more the playing mechanism onto the printi
product's almost instant success. With- than technology. To keep Walkman ed circuit board. The basic $32 Walk-
in months, Sony audio engineer Kozo fresh and to make it appealing to more man has become Sony's bestiselling
Ohsone was heading a team trying to customers, Sony churns out new mod- model in the U. S.
come up with a better Walkman. Oh- els to suit virtually every taste and Analysts think Walkman's go-go
sone carved a block of wood that was wallet. So far it has introduced about gears are coming to an end. But Sony
25% smaller than the okiginal design 100. Headed for the beach? Take the disagrees. "Of the 4 billion people in
and gave it to his engineers as a model. solar-powered, waterproof Walkman. the world, we estimate we could reach
The engineers grumbled, but they Tennis, anyone? Here's an ultralight 600 million," says Ohsone. That may be
buckled down. By February, 1981, radio-only model that attaches to a an overstatement But then, as long as
Sony was shipping thousands of Walk- sweatband. Want concertihall sound? Sony keeps gripding out new versions,
mans that were smaller, sounded betr Slip on the oversize headphones of a there seems to be no shortage of peo-
ter, and had nearly 50% fewer parts
than Walkman I.
deluxe Boodo Khan. In the U.S.,
where Sony has sold more than 13 mil-
ple eager to tune in.
By Amy B m in Tokyo
E5
1 I I 11 #z
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O ' E R STORY BUSINESS WEEKIJUNE 1,1987 68
STATISTICS FOR SONY DEAL
1. Power Station
-
I. Bon Jovi Tony's creation -
1% $1 Million in 1987 in Revenues
a. Format
b. Mixing
Sold 9 million albums in 6 months
-
2. Power Station Hiah Tech Award Last 4 Years -
Best in World By Peers!
-
3. 4 5 Grammys in 1987 Recorded there Steve Winwood
Others: Jagger,, B. Joel, Springsteen, Diana Ross, Madonna,
J. Lennon, on and on.
4. Tony - Multi Track Recording

Defied Theory
Designed Sound Voyeger -
Produced Star Wars Album Mixed -
-
5. French Lick MTV may sign Free Promotion
II. Technology
1. First Video, film, tv in digital. All first for full entertainment
-
2. Kodak and Mitsubish Not till end of Decade
-
3. Dolby Sony/PSDMS - $10,000 per license to any tv, film, video, etc.
4. Only mix board that will mix albums/video's
Sell to all recording and film studios $300,000 - $500,000 per

console.
5. Sony spends 9% of gross revenue on R & D

9% of billions 2 = $180,000,000
6. Put Sony 5 years ahead of strategic plan
-
Disc players Only 23% of consumers currently own a disc player.
First time to hear for how many?

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Filmpideo
1. 23,000 theaters to sell system
2. First will sell movie and video
Add French Lick
-
3. Top Gun sold 9 million @ $30.00 - $60.00 per video
$270,000,000 +
-
4. Horror International Fihn $20 $60,000,000
Pay N,Cable, N ? -
IV. -
Commercial 180 Sec Commentary
-
Sony $4,000,000 - $8,000,000 for commercial
Visa Demonstration $2 Million - $6 Million
Pepsi Paid $8,000,000 60 Second in front of "Top Gun" video.
-
V. Merchandise Private Label
Power Station Beach Line
In movie, free by original designer and owner - "Hana Ten" swim wear
Power Station Electronics Line/Sony
Best recording in world - is it good?

Beach Accessories
Promotion in movie, video, N

Sell all of above
Video - Mail Order, Stores

VI. Sony
I. Needs help
a. Low profits
b. Beta Bust
2. Best name electronics Manufacture

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3. Film and video distribution (new)
4. Willing to work together
a. Share tech
b. Joint venture
c. Horizontal distribution
5. Horror Elements and PIS name already international
Deal would involve:
I. Retail electronics division
2. Professional electronic
3. Film distribution
4. Video distribution
-
Star Wars $2 Billion in 10 Years from all
revenues
-
30% 50% = $600,000,000
Tony said 50/50
-
All costs $4 Million
-
New Film studio?/with Sony
Deal worth 100,000,000 Now??
Would Kodak or Mitsubish like deal?
Will Sony let this deal go to competition?

-
No Beta
PERFECT ENDING: Profits and Respect
-
ereation 4111/87 '
11:00 - 1:00 a.m.
Stan 98%
-
1% Scott Call Ron Gell
Research Sony

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-
1% Marcia Sony give 4 million
Raise 15 Million
Call Head of video distribution
-
Merchandising Hang Ten Off
Kodak
Sony
Difference test visa add in

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Technology VALUATION IN CHAPTER 11 CASE 17-10615 EXCEEDS $50 MILLION DOLLARS
Beyond the Bijou

SOPHISTICATED FILM TECHNOLOGIES
AND FUTURISTIC FORMATS ARE REDEFINING
THE NATURE OF COHTEMPORARY MOVIE THEATERS.
BY JIM PETTIGREW JR.

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I n a world that at times seems defined

by incompatibility, there is one inter-
est which most of us have in common -
The film also brought fresh attention
to the large-frame 70mm format. This
expensive but vastly superior process
a passion for the movies. And this love had been used in earlier landmark
of the cinematic fantasy world shows no movies (Lawrence of Arabia, Patron)
signs of dissipating. Different trends but had fallen out of favor in Hollywood.
may appear, such as the VCR explosion, With a new audio standard established
but upon examining the world of con- by the Lucas blockbuster, the cinema in-
temporary cinema, one fact becomes dustry moved into the 1980s - and a
readily apparent - the movies are not whole, new set of business realities,
going away. Neither, according to indus-
try leaders, are those esteemed hideouts
of escapism - the theaters.
Though movie theaters are here to
stay, there is a great deal of debate cur-
rently going on inside the showcase, or
exhibition end, of the film world. Some
of it concerns topics such as changing
image, and a considerable amount of the
debate relates directly to technology.
The path of events that set the stage for
this situation contains a number of key
elements.
Beginning in the early 1970s. the
movie-theater industry in the U.S.
slowly slipped into what may be called a
technical rut. There were tremendous ad-
vances in home-audio technology, but
the exhibition business did not really
keep up.
There was also a trend toward "multi-
plex" cinema facilities - not an inher-
ently weak mpketing idea - but their
early manifestation didn't prove tenibly
successful. The first multicinemas were coupled with a feverishly expanding Fromthtprojtcbknroomtothcbox
cramped, had very small screens, and foreground of technological develop oflke, technology is IntWating
ambient sound many times bled over ments. the d m house. Developed by
from next door. Clearly, the industry had to adapt and Douglas Tnrmbull, opposite, Showscan@,
In the spring of 1977, George Lucas change. The situation was brought to a equipped with a c o m w e d motion
produced a film that would have a revo- head by the growth of home video, but control system and 70mm fllm, amazed
lutionary. impact on the exhibition indus-
-
that trend was only a part of the whole audiences at Expos '85 and '86. Above,
try. It was released to theaters carefully arena. Faced with this challenge, the the- computerized ticketing and central-data
picked for certain technical standards. ater industry began what is now a recog- systems, like thou dewdoped by Pacer
Besides the well-known special effects nizable set of changes to "remainstream" Coqxxaion, are also coming into
and cinematography, Star Wars boasted itself. (The latest studies, incidentally, the pkture.
a soundtrack in Dolbya stereo. It was show a kind of reverse effect from the
played over an advanced audio system home-movie phenomenon; it's actually
filled with new designs, including a sending patrons back to theaters, seeking
"subwoofer" that favorite titles in full-blown film environ-
ments.)

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SKY
15, 1987 23
2017
2016
ALP TWX-INSTALLED SYSTEMS UNDERGO RIGID
GERIIFICRPC6N APCD ARE THEN TESTED EVERY SIX
WBHTHS ao ENSURE QUALITY ADHERENCE.
Accompanied by an advanced audio Today, the theater repositioning proc-

design from THX Sound Systems, a ess takes a number of poses, including
division of Lucasfilm Ltd., an entire film better s o u n k _sensible design,
rests on a platter and feeds through a -cleaner halls. a y m overall push to
projector without the projectionisthaving reenergize the "experience" vital to
Zl33 Oak Industrial Dr. N.E.
Grand Rapids, MI 49505 to use two ~rdectors. moviegoing. "Theater companies are
Ton-Free 1-800-253-0882 building at record numbers, by the way,"
notes Glenn Berggren, vice president of
I'd k e to know more about
Tenyberry award jewelry programs. Optical ~adiationCor~oratidn of Azusa,
Our company logo or my business California, one of the world's largest
card is attached. Please send free suppliers of theater equipment. "They
sample artwork and a no-obligation want to make them better, not only as op-
quote on an:
Award Ring Program erations are concerned - breakdowns,
EmblemJewelry Program etc. -they'd also like to have an effective
17 Please call - I have some questions. theater that lets the public know they're
modem, better than the ones built five,
ten years ago."
Name Theaters are now utilizing com-
puterized ticketing and central-data sys-
Title tems, such as those developed by Pacer
Corporation of Bothell, Washington.
The integrated Pacer system instantane-
ously gathers all sales data for the cash-
Address intensive business, compiles it, and the
information is uploaded nightly by auto-
CitylStatelZip matic modem to central offices. "Our
Telephone Number
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24 SKY May 1987
system opens up the possibilities of cred-

it-rard and off-site ticket purchasing,"
s Keith Myers, Pacer's marketing
v president. "This may reach a whole
different segment of affluent consumers
- r-d even influence the kind of movies
tt are made. "
nis trend is well characterized by
numerous showcases across the country.
@ example is the General Cinema
c, plex inside Merchants Walk, a north
4-.mta mall. There, Cinema One fea-
tures an advanced audio design from
T < Sound Systems, a division of
L asfilm Ltd. in San Rafael, Califor-
nla. "Patrons don't really articulate it,"
exvlains theater manager Steve Crisp,
s' ~ i n off g the loudspeaker system and
+ lrily insulated walls, "but they know
wnat they want in a film experience
torlay, and sound is verv"-i .
6 e healthy sign that experts point to
i: le influence exerted by firms such as
THX Sound Systems and the Theatre
A1;:nment Program (TAP), both compo-
7 ts of Lucasfilm Ltd. All THX-in-
s led systems undergo rigid certifica-
tion and are then tested every six months
tc nsure quality adherence. TAP vigor-
a ly encourages high standards and
d rogue between suppliers and theaters.
"We are targeting theater managers
a personnel with seminaft," says Kim-
'
:t ly Strub, marketing director of the

1..:ater Operations division at Lucas-
film. 'These will help them answer ques-
t IS about film presentation - sound-
t~ :ks, how they're made. Lots of times
p o p l e will have questions about how
films are made, and the only people that
t' y have to turn to are the theater per-
s ~nel.We're trying to make sure they
are informed and can answer public
ollestions - and also realize how impor-
t t their roles are in the film chain."
Zurrently, amid the film exhibitors'
concerted push to modernize, there is an
aP-elerating debate in both the equip
r nt and showcase fields about what
t hnical form the near future will take.
The issues must be set in context within
-rowing array of spectacular new tech-
1 ogy, film formats, and even new ap-
I laches to the filmic experience.
Two of the central topics now being
(' Sated with increasing fervor in the in-

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SKY May 1987 25
ONE SYSTEM U'PELIZES VALUATION IN CHAPTER
cial-effects 11 CASE
possibilities 17-10615
- as well as de- EXCEEDS $50 MILLION DOLLARS
7 O M M FILM, A VERY LARGE creasing industry headaches such as
"comet-tailing" and blurring.
SCREEN, A H EXTREMELY The 35mm filrn format has also been
FAST F I L M SPEED AT 60 the industry standard for decades.
FRAMES PER SECOFJD, AND Numerous industry leaders are quick to
DIGITAL SOUND. point out its obvious obsolescence. The
70mm filrn size, they note, offers much
more than a 100-percent improvement
in cinematographic possibilities. "Most
people, including large film manufactur-
dustry include film speed, expressed in ers, do not really understand how much
frames-per-second (fps) and film format detailed information can be put on 70mm
(frame size, coupled with larger film," asserts Optical Radiation's Berg-
screens). A third topic is the increasing gren, "and shown back on the screen."
impact of high-grade video and its even- A central point. in an overall sense,
tual manifestation - high-definition tele- that brings these debates into focus is that
vision (HDTV) - and how the two indus- there is an already-existing arsenal of
tries will affect each other. nevlt cinema systems. Each camp points
For decades, the standard film speed inarguably to the future, and each system
in the theater industry has been 24 fps. At is now offering spectacular new cinema-
this srxed. a relativelv low ~roiection- tic exrxriences.
light ievel' must be iaintainkd iten-16 s o h e of the new formats first debuted Theater at the Museum of Science,
foot-candles) to prevent an annoying in what the industry calls "special- Chicago's OMNIMAX Theater (located
sensation called "flicker." There are now venue" theaters - noncommercial, muse- in the Henry Crown Space Center at the
several proponents who are urging that um, and other educational halls. Cur- Museum of Science and Industry), the
film speeds be raised, so that higher light rently the granddaddy of these is the OMNI Theater at the Fort W o ~ Muse-
h
levels may be possible. Faster fps rates, IMAX@/OMNIMAX@ system, now um of Science and History, and the Sci-
they point out. also make for richer im- amazing audiences at Washington, D.C.'s ence Museum of Minnesota in St. Paul -
agery. better color, and heightened spe- Smithsonian, Boston's Mugar OMNI among others. Several of these "space"
II Stan J. Caterbone INTELLECTUAL PROPERTY

SKY May 1987
26 ADVANCED MEDIA GROUP
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05.03.2007
format images are projected through a Atlanta's independent filmmaker,
fish-eye lens onto a 76-foot dome, which VanDerKloot Film and Television,
washes the screen with an enormous pic- extensively utilizes computers and
ture. The screen is tilted toward the audi- high-grade video in current
ence at a 30-degree angle, which creates production work.
a stunning wraparound effect.
Showscan@ is another radically new
film system with breathtaking sensory
experiences. Developed by special-ef-
fects wizard Douglas Trumbull (Srar
Wars, Star Trek; director of Silent Run- Even though Showscan is currently
ning and Brainstorm) Showscan has confined to special-venue theaters, the
amazed audiences at Expos '85 and '86; corporation clearly has plans to move
the Vancouver theater in Canada re- into the box-office market. "We don't
mained open after the fair, and 50,000 have an announcement yet, but we're
people saw the Showscan presentation in very close," says marketing director
January of this year. The corporation is Cindy Porter. "We're confident that
currently opening special-venue theaters when an announcement is made, a fea-
in Los Angeles and several other cities in ture film will be out within two years."
the U. S., Australia, and New Zealand. Currently, the leader in the race to
Showscan utilizes 70mm film, a very bring stunning new technology into the
large screen. an extremely fast film first-mn film market is FuturVision
leaters were designed by the architec- s g e d at 60 fbs, and digital sound. While 3*, a division of FuturCinema Inc. in
~ r a lfirm of Hammel-Green and Ab- developing the process, Tmmbull ran New York. The brainchild of former
rahamson of Minneapolis, which esti- extensive tests at various film speeds, Kodak executive Eric Knutsen, this proc-
~atedthat 20 million people attended utilizing participants at California uni- ess utilizes large-screen (wall-to-wall,
IMNIMAX theaters around the world in versities. For several years in the 1970s, floor-to-ceiling) 70mm, a sophisticated
985. Tmmbull was also head of Future Gen- digital audio system, and runs at 30 fps.
The heart of the IMAX system is a eral, an experimental department at For several months, Knutsen and
nique projection approach; the large- Paramount Studios. FuturVision have had ties with Loews, a
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Page
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a BIG SELLING
VALUATION IN CHAPTER 11 CASE
PQIHT 17-10615 EXCEEDS
TO FIRST-RUN $50 MILLION
THEATERS IS DOLLARS
&OMPARATIWE EASE OF COMPATIBILITY AND
COST-EFFECPIVEPBESS.
Architectural
Antique Auction
Saturday & Sunday
Starts 10:00a.m.
The lW@ system is a unique projection

approach where large format images are
projected t h ~ aafish*
a 76-foot dome.
kns 0-
cally bypasses house audio and goes to
our processing equipment. So, there's
virtually no set-up time."
until recently, the film-production
community and the exhibitorltheater
1
major theater chain (his system is now equipment industries have viewed each
being showcased at Loews Tower East, other as barely tolerable neighbors,
Rare Uk Size Grecian Bronze
a prestigious Manhattan screening forced to get along, but with little mean-
room). At presstime, Knutsen was pre- ingful dialogue between the two camps.
Over 1200 Unique I t e m s paring to announce an agreement with a Now, though, in the face of this starburst
will be sold
second major chain. of new technology, the two industries are
Several of the best handcarved Besides its audiolvisual sorcery, one working together, insiders point out, to
panelled roomspailable of FuturVision's big selling points to
Bronzewalls & formal enbyways achieve the common goal of a truly
first-run theaters is comparative ease of realistic cinematic experience, and the
Carved wood embellishments compatibility and cost-effectiveness.
Chandeliers subsequent fiscal rewards.
Working with Optical Radiation Corp., Bill VanDerKloot, owner of VanDer-
Magnificent mantels
Knutsen has developed his system so that Kloot Film and Television in Atlanta,
Saloon & home back bars
it can be integrated into existing theater one of the premier independent filmmak-
Marble statuary
hardware - and still offer the dazzling ers in the south, has a keen eye on these
filmic experiences that all aggressive and other developments. His firm exten-
chains are now scrutinizing. sively utilizes computers and high-grade
-
I'
-
As Always No Minimum No R e s e n e
One aspect of FuturVision is digital video in current production work.
ComplimentaryM e t and Drinks
audio, said to be comparable to CD q al- "Today," he points out, "stereo sound-
For lrnrnedlate 1nformatIon ity (actual CDImovie presentations tracks are mandatory, even for low-
or Brochure +stillin the future). With this budget films, not the case just ten years
(Reader Survey Cards Delay Process) d- audio is taken from the ago. People have become very sophisti-
call or write film and fed to a Knutsendesigned proc- cated in their technical tastes for film.
essor, which then sends audio signals to "I am just incredibly excited about
an upgraded house system. what the future has to offer," VanDer-
"Now," Knutsen says, "the projec- Kloot concludes. "The more like reality
5070 Peachtree Industrial Blvd.
Atlanta, aA 30341
tionist can walk into the booth and we can make the dreams that we create
(404)457-1905 flip two switches. One automatically on film, the more fascinating and fantas-
changes screen brightness from low level tic films will be."
to a much higher level for our film, and
at the same time changes film speed from Contributing editor Jim Pettigrew Jr.
24 to 30. The second switch automati- is based in Atlanta, Georgia.Q
Stan J. Caterbone INTELLECTUAL PROPERTYPage

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28 ADVANCED MEDIA GROUP
SKY May 1987 Page 28 of 76 05.03.2007
Management Group, LTD

Oregon Pike Lancaster, PA 17601 717-569-5555
w m w m p w
Table O f Contents
Section I ~inancialManagement Group
Section I1 The Project
Section I11 Distribution and Structure
Section IV

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Power Station w a s formed in 1977, in partnership w i t h Tony Bongiovi and

Bob W a l t e r s . Pcrwer Station, within a short period of time established
i t s e l f as the premiere reconhg f a c i l i t y i n the world. The studios
success t o a larye degree is due to Bongiovils tmmerdous creative talents
in the fields of studio design, prduction and en.-t The a b i l i t y
t o anticipate what the public a t larye wants to hear and to create a
format that will p&ce a highly marketable product.
Bongiwils creative genius became most evident with his recent success
producing t h e band *IBonJoviu, A f 3 x years of work dweloping t h e i r
t a l e n t and structuring the format f o r their music, ItE3on Jwit*rapidly
became one of top bands in the world.
Bongiwils most recent project is a bard called I1French LiW, which he
brought into the studio approximately two years ago. You may have heard
French Lick's music in Ron Hawardls p-ction of Gung-Ho. French Lick's
music and t a l e n t have been developed alo~lgthe s a m e format as "Ban Joviu
and have recmtly been s h e to the major r ec om labels.
Contracts should be finalized w i t h QuantumMedium in a few weeks.
Quantum M e d i u m is a division of MCA, owned by the same people t h a t own
-\ EWV. Fren& Lick is wholly owned by Power Station, along with t h e i r f i r s t
\.- *
album, which gives Bongiwi t h e a b i l i t y to use any and all the songs from
the album in the mwie.
By placing the bard in t h e movie and having the music score written by the
band, w e are able t o take advantage of marbting potential mnnally not
available ta other prductions. The music video f o r the band w i l l be shot
a t thed- time as the mavie an3 w i l l primarily be scenes from the
movie. 'Ihe release of the video w i l l be +.inwl to pramate the opening of
the movie. ?he release of the songs off the first album w i l l also be
coordinated to pramate the mwie. W fully urdershnd t h e marketing
potential the band brings to the project, picture what gross receipts a t
the box office would look like i f I*BonJoviI1 were appearing in a movie
.
this year (Any movie) If F'rench Lick does one tenth as w e l l as Bon Jwi,
this mwie is a -teed hit.
During Bongiwi ' s work on " S t a r W a r s 1 * , **ApocalypseNaw" and llGung-holl, he

w a s able t o rclake many of the contacts necessary to form t h e extremely
talented group of artists that are essential f o r a production t o be
successful.

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peters: ~irector/Writer/Prducer
has directed many programs such as t W a t t Houston", "Falcon
C r e s t t t, tfGigneyand L aw , tWisfitsw, ~tBerrengersn,and tlRemington
SteeleN t o name a few. The film Ehrbara dire&& t h a t convinced Tony t o
hire her for this pxduction w a s tWunmoids Frow The Deeptt. Humanoids was
made i n 1978 for $ 980,000 ($ 20,000 d e r budget and four days ahead of
schedule) and grossed aver $28 million in d-ic and foreign theatrical
Sales. Tixis w a s during a period in time when the video market w a s in its
early stages of d e v e l w t . A film released today t h a t would gross $ 28
million in 1978 dollars has even greater potential for a much higher gross
with the strong video market that is available naw. What impressed Tony
the w i t h Baxbaratsdjrection of Humnoids w a s her a b i l i t y to bring a
high degree of quality to a film on such a l i m i t e d W g e t .
Peter Hock: Stunt ~ ~ t o r / A c t o r / s & m h m

Peter8s d t s include films such as, Trading Placestt, gtStepford
Wives", 'To K i l l A Capw, "Ql& Bustersw, "FX', and a host of other Films,
Broadway, - i d s ard Telwision S h c m .
p,
L There are many factors which contribute to a projects success. I f you
w e r e t o take a m c s section of the movie h3ustry t o find which types of
projects w e r e most likely to s u m , yau wauld find that movies in the
two t o four million dollar range have much greater chances of success than
movies in the t a t o f i f t e e n million dollar range. The reasons f o r t h i s
are qui,. simple. A movie in the two t o four million dollar range is a
high enough budget to pmduce a quality film h x t limiting the r i s k t o the
investor since it needs less of the market share to p&ce a profit.
Horror mwies, frran the investors point of view are the safest type of
movie to finance. H o r r o r mies have an almsst cultist fo1lmi.q. The
type of audience that attenl homr mies rarely w a i t to see what the
critics have t o say about the movie. mere is a fascination w i t h gore
t h a t this audience would rather see than have described t o them. The
overseas market f o r movies of this genre are tremendous. In almost a l l
cases the gross revenues fram the theatre, w i l l be greater overseas than
in the damestic (US and Canada) market. ?his especially holds t r u e f o r
horror movies.

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O v e r the last few years, w e have h e n seeing a trend for movies t o have a
much heavier music score than in the past. The feelings that can be
invoked in an audience from audio are sometimes as great o r greater than
the visual aspects of a film. W i t h Bongiovi's experience and past track
record, w e are assured of having one of the best quality sound tracks t o a
movie ever M e . 'Ibis production could very well revolutionize t h e movie
inctustry i n t h a t this will be the first time that the sound track w i l l be
t o t a l l y digitized fram the set to the theatre o r home video. What this
means is that t h e quality of the sound, which is typically extremely poor
in a m v i e theatre o r hone video cassette, w i l l now be tremendously
crisp. T h i s new m i e sourd will be similar t o the quality you would
aqect froan a laser disc. Normally the costs involved t o produce a m i e
wit31 this type of s a n d track would greatly increase the budget to a point
where the project would have an increased element of risk. With Power
Station, w h i c h W d y has in place state of the art equipnmt, some of
w h i c h can be found in only one o r two other studios in the world, this
sourrd track can be produced f o r a fraction of the costs that another
produckion ccanpany would have to pay. l h i s greatly reduces the r i s k t o
the investor to be able t o prcduce state of the art audio at a fraction of
the costs.
It is a very natural progression f o r a recording studio such as mer
Station to evolve into an e n t e r b b m m t cmplex w h i c h includes the
production of films. Pcrwer Station currently has financing in place f o r a
$ 3.5 million video mix studio t o be fsuilt next t o the recon3i.q studio.
D i s - t r i l p t i o n companies are constantly looking for new sources of product
to market. With Bongiovils track record in the entertairrment industry,
any p&ct that mies t h e Bongiovi label should create a bidding
silxntion w i t h t h e distributors.
Advanced plblic relations w o r k is currently being done t o set the s t a g e
for negotiations with t h e distribution campanies. l l B i l l h a r d l t , 'VarieWt1,
and "Box Officetqhave W d y agreed t o do a r t i c l e s on Bongiovi and t h e
nmvie. On April 30, ABC w i l l be airing a radio talk show w i t h Boriyiari
that w i l l air on 2300 stations to a total listening audience of over six
million people. "Fame, Fortune, and Romance" have also agreed t o give
network T V coverage.

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The home video market has rapidly been changing the potential mwie
profits for the industry. A Nighbare On Elm Street w a s made for w e l l
under two million dollars and has earned New Line Cinema more than $24
million a t the domestic box office. I n addition, a f t e r a short video
release, this production has sold over 3 million cassettes. In the past
videos w e r e sold only t o video'rental stores for approximately $70
apiece. Recently the price has been lmered t o expand the market t o the
general public. The video rental stores won't disappear, but they may
became more like record stores that also rent their albums. A l l of this
translates into more profit potential for prcducer and investor.
It is an extremely rare opportunity t o be able to get in on the ground
floor in an offshoot of an already well established entertainment
company. Any investor willing to back this project w i l l have f i r s t right
of refusal on any future projects. ?he pe.rcentages w i l l remain the same
for a t least the first two projects.

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Independently prduced motion pictures are a better investment today

than ever before.
1) Increased Markets: There is much wider distribution of motion

pictures today than ever before (i.e. Pay Tv, Cable TV,
videoassettes, satellite tmnsmissions, etc. )
2. 'Presale' contracts which bind the buyers (i.e. networks, pay Tv,
foreign distributors, etc.) t o specific payments a t a future date,
this insuring return of capital and, in sane cases, a p r o f i t before
t h e film is released.
Investment structure:
The producer and investor form a limited partnership for the purposes
of prottucing one or more motion pictures. The investor receives 100%
0 of the net p r o f i t s until remupent, after w h i c h the s p l i t is 50-50.
Profit participation of o ~ e s s(actors, director, writer, etc. ) canes
out of t h e p&cerls end.
The pq3uce.r secures t h e services of a director, principal actors,

and a w r i t e r .
Presale Deals:
The producer can negotiate presale (preproduction) arrangements with
distributors, networks, pay TV, merchandisers, etc. Whereas such
ar~angementscan minimize the downside risk, they can also inhibit
the eventual profitability of the film.
Risk Factors:
It is very difficult to determine exactly how much of a r i s k one runs

in financing a theatrical film. Adequate s t a t i s t i c s are hpssible
t o find. Shannat Services of Los Angeles a four-year-old study w h i c h
revealed that 60% of all f b released make money. This study,
however, did not include long range TV syndication (foreign and
domestic) revenues, and w a s made before Pay TV and video cassettes
became significant additional markets. Chemical Bank of New York
r
reports that they have never lost mney on film financing.
' \. -.

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Another r i s k is the possibility that no distributor w i l l want t o

release the picture. That is why some independent producers include
a provision for distribution financing in their investment
agreemmts. I f worse comes t o worst, producers can distribute t h e
film themselves. (Notable examples are ''Billy Jacktt and ttBenjit'.)
There may be production catastrophes that w i l l delay o r cancel
pmduction o n e it is under Producers w i l l carry various forms
of insuranoe (including completion bonds) t o a t least repay whatever
funds have already been spent.
If a distribution amaqement has not already been made, the producer

now secures such an arrangement. I f the picture is goad, it is
possible to negotiate a much better deal than could have been done
earlier. On the other hand, the producer could have truuble securing
the kind of distribution commitment wanted. The main factors here
are hcw much money the distributor is willing to c o m m i t to s e l l i n g
the picture, h m much influence the producer can have on the
m r l e t i q ~ m p a i g n ,and the distribution fee. Sanetimes smll
distributors are able t o give more time and attention t o indeperdent
pictures and offer better terms, but the producer may have to provi.de
same - W o n expexes.
Cut of gmss domestic box office receipts, the exhibitor (retailer)
usually subtracts his fixed costs and then receives 10%. Cut of t h e
ranainjng 90% gmss film rentals received by the distributor
(wholesaler), he usually recoups all or part of his costs plus a
distribution fee of 20-35%, then passes the rest on t o the
producer/hwestor. Terms of distribution deals vary considerably.
Ebx office reoeipts, however, only account for a part of the
producer/investorls revenues. A s the enclosed figures show, t h e
ancillary markets are a t least as significant as the daoestic theatre
box office. T V syndication, for instance, can continue t o bring in
revenues f o r the next twenty years.
Demand for P r d ~ c t :
TWayts supply comes nowhere near to mtching real demand. A t the

present time, there are over 18,000 theatres i n the United S t a t e s .
It can readily be seen t h a t roughly 400 films produced and rated l a s t
year did not w i n t o m e e t t h e i r needs. Theatres are canpelled t o
show any type of film they can obtain to keep t h e i r doors open.

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To date, independent producers are responsible for 72% of a l l films

mde world-wide. The domestic figure is 62%. The independent
producer has three primary options -r distribution. These
include the sale of the film outright to a major national
distributor, t h e i r merchandising of the film by the production
company i t s e l f , o r the use of smaller regional sub-distsibuto~~who
m y promote the film in their respective geographical areas.
Distribution of films often relies on a l l three methods t o one degree
or another.
Another market, television, can consume nearly every film that has
been, o r is presently being produced. If each of the three networks
would show only one film per night, they would need over 1,000 f i l m s
per year. In ks Angeles area alone, there are nearly 10,000 f i l n ~ ~
aired each year in a ambination of local and network viewing time.
Many f i l m s are shown time and time again because there are no new
fibs to replace them.
Today, virtually every film of quality has residual value in

television, either by outright sale o r by t e n n licensing. Tke latter
is preferable since it a l l = the production company to retain
' p of the negative. The t i m e lag between theatre release and
~hasdimini~edfromsev~yearstoanaverageof18mnths.
Hwever, scnne major features such as ffTheWizft have been sold to TV
before completing a full year in theatrical release. The trend seems
to be toward prchase of 'freshf films, and the outlets appear
willing to pay the higher costs involved
I
Because of the great demand and the outrageously ccanpetitive a t t i t u d e

that pemades the networks, handsame deals are being consummated
before the production has been q l e t e d and then, by p-ement
w i t h the producers, hold the film u n t i l it has completed its
theatrical run.

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Breakeven for Limited Parhers:
Based on gross revenues of $ 11,200,000 collected fm 1st and 2nd

theatrical runs
1st run ticket costs of $ 6.00
2nd run ticket costs of $ 5.00
1st Run
50 people per shed x $ 6.00 = $ 300.00 G r o s s per show

$ 300.00 per shaw X 1000 houses = $ 300,000 G r o s s
$ 300,000 X 14 days = $ 4,200,000 G r o s s
2nd Run
50 pea~leper show X $ 5.00 = $ 250.00 G r o s s per show
$ 250.00 per shod X 2000 houses = $ 500,000 G r o s s

$ 500,000 X 14 days = $ 7,000,000 G r o s s
TotalIstm
Total 2nd Run
Total

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Forcast A
Total Box Office G r o s s - - -$ 11,200,000
Less 15%For Theatres ----- - $ 1,680,000
Motion Picture P r o f i t s -- $ 9,520,000
Less 30% Distribution Fee - $ 2,856,000
$ 6,664,000
L e s s : Investors Capital --------- $ 4,000.000
N e t Profit ---- $ 2,664,000
Producers Split @ 50% -- $ 1,332,000
Invesbmt Company R e t u m $ 1,332,000
Less : General Partners Split @ 15% . $ 199,800
Investors Return $ 1,132,200

a
T h e s e are only proiections and are for informational ~ u p o s e sonly. Any

investment made, based s o l e l y on these proiections would be unadvisable as
actual P e r f o m c e could varv m e a t l y .

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Forecast B
Forecast B is based on a total box office gross of $ 28 million

A film that produces a theatrical gmss of $ 28 million can be expect& to
gross at least that much from W ,Cable and video markets. Depending on how
distribution agreements are negotiated we can expect 50% to be net profits.

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Forecast B
Total Box O f f i c e Gross ----------- $ 28,000,000

B s 15% For Theatres --------I---- $ 4,200,000
Motion Picture P r o f i t s ----- $ 23,800,000
TpCC 30% Distribution Fee $ 7,140,000
$ 16,660,000
T.V., Cable and V i d e o N e t -------- $ 14,000,000
Total N e t -------- $ 25.340.000
TpCC : Investors Capital $ 4,000,000

N e t Profit ---------- $ 21,340,000
m c e x s S p l i t @ 50% $ lo., 670,000
Invesbent Companiest Return $ 10,670,000
L e s s :,General Partners S p l i t @ 15% $ 1,600,500
Investors Return $ 9,069,500
These are only proiections and are f o r informational txlnxses only. An

invesmt made, based solely on these ~ m i e c t i o n swould be unadvisable as
actual p e r f o m c e could v a r ~sreatly.

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You Oughta Be In
Pictures!
1 I by Alan Talansky
T
here's esplosive growth occur- fashioned profit: an ideal solution for ucts to be financed, and the second is
ring in the motion picture indus- 3. post tax-reform era. the structuring of the deal.
'
try, and growth should always be The key here is understsnding how 1, selecting the product, success is
music to any investor's ears. "But nluch the industry has chsnged. The usually found in ~ 1 , ~
; movies?" YOU say? It's time to put
aside your images of Tinschonrn and
tyranny and fickleness of box-office
receipts is no longer. More people
larger the budget in a film, the grcatcr
the fink. the $50 ,-,,illion
"Heaven's Gate," and to take another around the world are viewing more pdted blockbusters and seek out. in-
look at an industry with some new, films than ever before, but not neces- stead, the more modest undenakings
j sound investment potential.
There's risk in any investment, of
sarily in the theatres. Consider, for
example, that there are only about 300
smaller, ambitious film produc-
tion sources. A,, excellent exan,ple is
course, even in real estate - the in- feature films made every year, of Island Picture-, a relatively in-
vestment area on which many firms which about half could be considered
:I I originally buiit their reputation and
success. In real estate, it's a matter of
-major.- NOW, compare that with the
number of movies a cable outlet, like
dependent film production and dis-
tribution company for which, last
how carefully you assess a variery of Home Box Office,
1 influential factors and how you struc-
ture the deal. Motion pictures are
shows in a single
day. Eight? Then,
much the same. You've got to look take a look at the
shelves of ytwr l t x ~ l
Not quite a blockbustec lslund's "Nobodv's Fool. " s t a r r i t ~ ~

Karannu Arquellr und Eric Roberts, wus a more morlrrute success.
e m with Pulitzer Prize winrringpIrrywnght tkfh Henley wri~ing.Photo
courtesy I S MPictures.
Success on a shoestring: Producer/director Spike Lee (center) turned video rental store, year, a $7.4 million equity placement
a paltry $ 175,000 procluctiun bltdget for "She's Gt~ttuHum It' itklo u
and the crowds was arranged. Island Pictures is an rf-
I $7 milliotr grcw.itr(:suprise hit. Co-stun-jolrn Cutrurlu Terndl (left) cord
Redmotrl H i c k (n(:/rt, wiill i r e utz tire w t PMto courtesy Forty k e s
and a Mule Filmworks.
looking them overt
and you begin to
ficient operation - unlike some of
the more notorious larger Hollywood
understand the di- studios - a n d it knows how to
mensions of growth. recognize quality.
ll When the motion picture industry
was first examined as an investment
Of course, just as not every piece of
real estate is a great investment, every
Little known Island Pictures cap-
tured a great deal of attention in 1985
, vehicle a few years ago, the expecta- movie isn't bound t o turn a p-ofi;. with two extraordinary films - "Kiss
:I 1 tion was that there was potential for

tax deferment. What was found, how-
ever, was a surprisingly rich source of
But, there are two factors that have
proven to be the critical difference in
creating a sound investment vehicle.
of the Spider Woman" and "Trip to
Bountiful." It was the first time in his-
tory that o n e production house could
income for investors from good, old- The first is the selection of the prod- claim credit for both the Best Actor
I

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The information set forth herein w a s obtained fnan sources w h i c h w e

believe reliable, but w e do not guarantee its accuracy. N e i t h e r t h e
information nor any opinion apressed constitutes a solicitation by us of
the purchase o r sale of any securities or cammodities. 'Ibis package is
f o r informational purposes only, t o gain an indication of interest in t h i s
project. Financial Management Group Ltd. does not endorsed and has not
been contracted by Wer Station t o promote this project. Any questions
regardug information contained herein should be direckd t o Stanley J.
Caterbone o r Scott Robertson.

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I. wy Financing with LimitedD-

t
a. UnlimitedMmrberof Investors
b. Small units of $5,000 to $25,000 per unit
c. Share 50%of profits w i t h Limited Partners
d. Time constraints as follows:
1. 90 day for regulatory app- to s o l i c i t securities
2. 30 -
60 days to raise 2 - 4 million
11. Equity Financing w i t h General Partners

a. Smallnumberof investors
b. No time constraints t o raise funds
c. Large u n i t s $1 to $4 million units
d. Share 50%of profits w i t h General Partners
e. Very difficult because of the poor economic reputation of film
b3ustry w i t h r q x d s to investors.
111. Debt Financing with General Partners
a. Sam= as above
b. Costs are 50%interest per year: For every $1 million, it w i l l cost
a t least $500,000 in guaranteed interest payments.
IV. F're Sell Distr-ion Contracts
a. W of m t i v e Control
b. Share 60% to 80% of profits w i t h Distribution Ccarpany
c. upside potential
d. L i t t l e damside risk
v. DebtwithLineof Credit
a. -
Need collateral redL estate, inventory or accounts receivables
b. Very cheap 8% - 11% per year for i n t e r s t
c. N o t h constraints
d. No loss of creative control

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ANALYSIS
The follawing Analysis shows how the different forms of financing

conpare to one another under the most important variables to us:
1. Creative Control
2. Time parameters
3. Costs
I used three economic sceneries as to the net results of the

project:
1. A of 1 Million Dollars
-
2. A Profit of 15 Million Dollars
3. A Profit of 100 Million Dollars
Alternatives Time Creative Cost Of LDss Of Profit Profit Of

Corrtrol Financing $1 Million of $15M of $100M
1.1 Equity 90-180 Same 50% of No lhss $7.5 M $50 M.

with Limited Days mss Profits
II*)Equity 30-180 MOZ 50% of No bss $7.!34 $50 M

with General Days Loss Profits
111. ) Debt with 30-180 S ~ T E 50%-100% No Lr>ss $3.0 M $3.0 M

Generals Days Less Interest
m e s
N.) Pre Sell 30-180 60%-80% NO LOSS $10.5M $70 M

Distribution Days of Profits
V. ) Line of 5 - 30 None 8%-11% Refinance $440,000 $440,000

Credit mYs Inst Interest Wlilding or or
Payments with 30 year less less
note with
$9523/Mo.
payment @11%

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1. Story $ 5,000
2. Treatment 35,000
3. Director 50,000
4. M o m 110,000
5. ArleneandEhrbara, N.Y. 50,000
6. Finance Costs 200.000
$ 450,000
Line of Credit $ 250,000
Stan's Investor 250,000
The above gives us 60 days to receive funds froan Sony and Visa for the spot in
the beginning of the video.
n-Lis gives us a chance to get money without using the line of credit.

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THE MI-ITANT FRO.-IEC:T IIAY 27, 1 i/:37

__--____--_________--------------------------------------
I
t TOTALS I
I
_-_---_-_-_--__-_---------------------------------------;
STORY O II 5;0(:10.00:
C:SINT I NU ITY AND TFi'EATMENT * I
I .
3.1(75(:1(:](:I :
F'ROKIUCEK o I
I 1 15054. 00 :
D 1RECTOR 3+
I
1 2250(2(11.(I): :
OAST I
I 38&,,212. (10:
I
BITS I 521.00:
EXTRAS AND STAND-INS I
I 122253. C)O :
I I
t
I I
I I
----------------,-----------------------#---------------'
TOTAL ABOVE THE L I N E a 8E8&.YCl.00 1 I
----------------------------------------a---------------;
I I
I 1
I I
I I
I I
I I
PRODUCTION STAFF S A L A R I E S I
a 1Y255S. 00 :
PRCfDtlC:TI ON OPERAT ING STAFF I
I 58295&..001
SET D E S I G N I N G I
8 Z051cS5.00:
SET OPERATING EXPENSES I
I 26t5.858.C)O 1
LOCAT I ON I
I 543:395.00:
TESTS AND RETAKES 8I 20750.OC) :
CUTTING/FILM/LAEORATORY I
I -.
-3~-4244.
.- :
(:)(I
MClS 1 C I 161409.00:
SI~I-IND _ I
1 184359.00:
PLIEL I C I T Y 1
I 1
MISCELLANEOUS I
I 19121.00:
INSURANCE/TAXES/LICENSE5; k FEES 8I 31 1381.00:
GENERAL OVERHEAD I
I 3580(1.C)(] :
I I
I
1 I
I
-----------------------------------------;---------------t
TOTAL BELOW THE L I N E *

I 2c5c,516.00 :
----------------------------------------;---------------t
----------------------------------------;---------------t
TOTAL ABOVE b FELQW THE L I N E 1

I 37472(1)&.00 :
----------------------------------------;---------;=----:
----------------------------------------1---------------;
TOTAL F I N A N C E CHGS/CClNTINGENCY /BONDS 1I &*46750.00:

----------------------------------------;---------------t
GRAND TCfTCIL a 4393956.C)C)1

........................................ --f-------
* tlOES NOT INCLUDE c:2"'' f ::r>ENIY

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F'AGE 1
STORY: I [lAYS/WEEt::S : RATE I TClTAL

'------------I---------------;-------------.
4. STiIIKY F'l-lRC:HASE 1 : 5(:)0<).()0 1 5<100.

00
P. T I T L E PI-1HC:HASE I
I
I
I : U
C:. M1SCELLANEiII-1::; EXPENSE I I : O
I I I
I I I
-----------------------------------I------------l---------------;--------------
TlIlTAL STORY: I
I aI : 50(:,C).
00
-----------------------------------'----'------------:---------------;--------------
Cl3NT INU ITY AND TREATMENT: aI I I
I I I
I I I
A. WR ITERS : 1 : 30000.00 : 3000O.O~)

B. SECRETARIES AND T Y P I S T S 8
I 1
I : O
EB. PAYROLL TAXES - B (15.8%) a1 8I : O
C. XEROX EXPENSE 1 .IS : 200.00 : 3000.00
I?. RESEARCIH EXPENSE I
I aI : 1650.00
E. MISCELLANEOUS EXPENSE 8I 8I I
I
I I I
I I I
----------------------------'------------;---------------a-------------.
TOTAL C O N T I N U I T Y AND TREATMENT: I I

1 : 3465(1).(](I
-----------------------------------'------------;---------------;-------------
PHODIJCER : I a
I I ta
?
&7em~G I I
I I
I
A. S ROEINSON/S aI I
I : 0
I
I
I
I : 0
B. ASSOCIATES (ARLENE) : 1 : 100000.00 : 10~l000.00
BE. BARBARA PEETEKS (DEFERRED) I o
I : 0
I
C. SECRETARIES : 26 : 500.00 : 13000.00
C:C. PAYROLL TAXES - C: ( 1 5 . 8 % ) aI 0 : 2054.00
D. MISCELLANEOUS EXPENSE I
I I : 0
I I I
I I I
-----------------------------------~------------~---------------~-------------.
TOTAL PRC1DUC:ER : I
I aI : 115c)54.00
-----------------------------------;------------;---------------t-------------
D I REC:TilR: I
I I
I I
I
I I I
I I I
A. 11
IRECTOR : 1 : 200000. 00 --1I 20006C). 00
B. SECRETARIES I
I 8I O
EB. PAYROLL TAX - P ( 15.8%) I 8
1 : 0
C. HEALTH b WELFARE/PENSION 12.5% : I
I : 25(]0(].()(]
D. MISCELLANEOCIS EXPENSE a
1 I : i)
I I I
I I I
-----------------------------------;------------1---------------;-------------
TOTAL D IRECTIIIR I
I I
I : 225~1(:1(:).0(:)
-----------------------------------'------------;---------------1-------------
cAST : I I I
I
C:OL HEMSLEY ( P / D Y : 5 : 10c)0.(1(:) : 5000.

RICK (P/DY) : 34 : 1000.00 : 34(:)c)(].00
.-IERKY ( P / t l Y ) : 15 : 1000.00 : 15000. (30
VTC (rn./r~ ~) I .-, -
A%s , : .
I (1)0 (1) (3(11 : 2:30(:)0.(:I(:!
5 T h N ( F/ tfY) : zk, : ~C)Q(:I.~I~ : 2k.0i10.i~c)
t::ATIE ( P / D Y ) 11 : : .
1(1)(1)<I (1)(11 : 1100(1) (1)(1) .
GARREN ( F ' / D Y ) 7 : 523.00 : 3675. 0~:)
Stan J. Caterbone
--IRCt:' ( P / D Y ) INTELLECTUAL PROPERTY Page
PageNo.
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: 162
163
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Sunday
: MAY
May 14, 2016
15, 2017
2(;25.(:)(1)
. -
Page 49 of 76
. --- -.-. . , .-.,-.
05.03.2007
?.F
MATTHEW AP'A MR X ( F ' / D Y )

5 T H BOND MEMBER ( P / D Y )
LII~II:: t::LEIN ( F / t l Y )
BARNEY ( P / D Y )
.-IE:I-;;SIE ( P / D Y )
r::ORRI E ( P/DY
ELID ( P / D Y )
1::HARLIE ( P / D Y 1
ANNIE ( F / D Y )
I:rl'i L!-lN!:iRIN ( F ' / D Y )
lz*;4t.l (P/L!Y)
!:.Ers!+!'<<f:8i[!y;
I:.; lt.~I:~l: r.., i ( ,ras-tx TI.,-\r-I 1' \
- . . , - . - I : J. L I I
,-!v,,,l::El:; i.-.- i i .*,:.-1;. :-Ir: '..' ,.

~.:;I>LLE[.~ - - .-
(:(.{&*:.,'rEFi plat.; ( t : - l i CI r\ r-iA\,' )
r.-..
llti
p!9 . ' . kAJ/
z.;%;l-k:!~:;;:=;c !:.;-F,; [,!;q.f :!
':;:C:>!'yt:'".' ,.-.,-,-8--l,
I "2
;; L.12
"
i.!{:,',':
EL!'{ (FfjJ< Llf;y')
.-- .,
,-,L .,' p-lr.; (i:.Er.*
LI, 3 -a
. ,-, i-!{-,.,' ,:
;)E; ',/ . L..'l..-c
..LI .
\n :. \ ( pk-!.L :I# ':' ?
. ; - 7
A
.. .:.. ,--
.
"
\
'""
L.*.,i? :
:f;'?'AFF WC!MAf;!
;;;i\.;:; ( ;-'Z:f:
L a .
i:A\,' ',
.. ,-." ,I-.... .,- (. !.,L::,L!t.%,%!
.:.,-<l-,.t, :
jtk:-
Li;.,<; ;-: 1r,i i-, 1 ,L 2: ;:..;I.,.-

-. . >:&!''\ j
&
.i \. .-
!1: 1.; ...-? ( FEE c!A'y )
. , ... id:;=* ::- ( p k.l< LlG .i
P.. ,-'
&.. ' :%
-. ELE?,(zHc[l BF; 1x:!; 1 ; C:*FIf;: LI;?~','

ELEACHEtr E R A 1: r.]: 2 ( PElI; C-IA';' )
BLEF;IZHEU SK;iIN:S 3 ( P E R trAY)
FLERC:HED F R 6 I N S L! (PEK tlHY )
Cl:fA!sT Gl-lARD (PER DAY )
F R I L L Y G I R L (PER DAY)
?, MRS. QUEEN ( PER ! DAY 1
HANDSOME TEENAGER ( F'ER EIAY )
G I A N T ULTRIMA GUARD ( PER DAY
CRlJDE BOY'S ISATE ( PER DAY )
CORPSE OFFICER 1 ( PER DAY
BARRICADE C:OP 1 (PER D A Y )
MUTANT S I T E CIIP ( PER DAY )
t::ERR '5 S 1DEK 1C:F:: C:IIIF' ( PER DAY )
HEALTH k WELFfiRE (11%)

FAYROLL TAXES (15.8%)
OVERTIME CAST ( 5 % )
STI-lNTS :
Bl3QT DRIVER
11IVER
CHARLIE I N TANK
G I R L PULLED FR R I D E
BOY PULLED F R H I D E
CREEP PULLED FR R I D E
C H A R L I E & BARNEY F I G H T
STAN FEATS COL H
HEALTH & WELFARE/F'ENSI ON ( 1 1% )

PAYROLL TAXES ( 15.8%)
l Stan
l T STLINTMEN
J. Caterbone (INTELLECTUAL
5 %1 PROPERTY Page
PageNo.
No.163
164
94 of
of465
535
534 SUNDAY
Monday
SundayMAY
May 15,
14, 2016
2017
C:IIIAC:H I NG ) : : 20 4 <I (11 (1) (1)
( : E:-:C)(:)O.i)c]
V O I C:E/STUNT IZOCIRD/ETI: .
.
I
HEALTH h WELFARE ( 1 1 % ) I : ::::3(1) (:)(I) 4
FAYROLL TAXES ( 15. % : ) : 1264. O i ) 4I
!:IT STI-INT COr3R ( 5% , 1 4 4 4 (11(1) I .

i1:AST 1N G D I RErI:T!]R 4 1 5 (1)(:) .(1)(1) : C.0(:)0 (:I(:) t .
IZAsT I NG SIJPPL I E:; ( 5%) : :300, 00 I8
MISCELLANEOUS , : (1) t
I
t
I : 0 I
I
I
,--------------(-------------.
TOTAL CAST I
I
I
I 1 380211.7(:)
-------------------------------'------------'---------------i-------------
FITS: I
I
I
I
I
I
KCINN ING TEENAGER ( P/ISY ) : 1 : 150.00 : 150. 00

DANCING G I R L ( P / D Y : I : 150.00 : 150.00
F R I L L Y MClM : 1 : 150.00 : 150.00
I
I
I
1 : O
HEALTH ?A WELFARE/PENSION I
I I
I : 0
PAYROLL TAXES (15.8%) I
1 1 : 71.
OVERT IME I I : 0
I
I
I
I : 0
F I T T I N G CHARGES 1
8 I
1 : 0
I
I
I
I : 0
-----------------------------------;------------;---------------;-------------
TOTAL B I T S : a I
I i 521.10
-----------------------------------'------------;---------------;-------------
EXTRAS: I 1
t I
SEE PRELIMINARY BOARD : 1400 : 35. 00 : 45000.00

I
I
I I I 0
OVERTIME ( 2 HRS) 1400 : 13.13 1 18375.00

OVERT1ME ( 1 ADD HR 1 : 700 : 6.57 : 4539.00
F I T T I N G FEE a 81 : 0
PAYROLL TAXES ( 15.8% I 1
I 1 11271.89
SERVICE FEE ( 10%) I
1 tI : 1334.59
I
I
I
I : (1)
EXTRA ADJUSTMENTS ( D R I V E T O ) . : 1400 : 5;. 00 : 70(:)0.00
I
I
I
I 0
STAND-INS ( 4 X 46 DAYS) : 160 : 77.00 : 15520.00
PAYROLL TAXES ( 15.8%) 8I aI 1 2452.16
HRW STAND- I N S (NUN UNION I I8 0
FClX LUNCHES - EXTRAS 1400 : 4.00 : 5600. 00
I
I
I
I : 0
-----------,-----------------------I------------l---------------_:-------------
TOTAL EXTRAS AND STAND-INS 4I 1t : 122252.64

-----------------------------------I------------~---------------~-------------
I
I
,
1
I
I
I I I
I I I
-----------------------------------:------------;---------------o-------------
GRAND TOTAL ABOVE THE L I N E : :28:368'3. 44 4I I8

-_----_---_--__-___-----------------------------------------------------

PageNo.
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165
95 of
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535
534 SUNDAY
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SundayMAY
May 15,
14, 2016
2017
. . .. 1,- .,,,.
. .
, . I
! , -. .I ; :-,
. -
r
. . . . I . ... . -
il.
. < ,. , .
. ., ,,,
. . .: I
. a ,
.. . ,
\ :
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.
,
, . .
0 . 4
I
.
.,:s, ,. .
.
.
I! , : .,!> : : , ,
~. ,
.
- . .
.'\.::, t'.F,,:.!i ,' ;-; ;! . .. .' -;. 1. , '-%I.; , ,.+:!:k 8 .: ..
:A . :
I
.'??;;' 11: (1)(1) ; : : : 5 f 1 4. (-),
1 ~ .
. ,
,
.,: . .
I
. I .
.. ,
, ,
.,.,:..:. i
. '
j.'F i:.' :[-.:LI;> .. . j I . (-):
. .
., ;:,-;-,; ;;;l;,:;-!;,-!-;!~:.
_,I I. <i.:s;..:~.,; b!~ii:,.j 11: 2 7 (1)(1) (2(1) : 297(:)C). i:~!
:'_
-.,- I_ . ;- ;::;.;;c:;-!;y 1~ ; !.-:>; ;:L:F-
- (!:*Fcr< i&Et.: ) I
I
I=, 0
I 4 1(1) (1)(1) : . :=:?::(I) -(1)(
.
I- #-.
I' .I...L
,.,I1 , /;.:,.: .; Ll 1 \?:!:TI:I&' ( (PER WEEK ) I
I 1(1) : 18 (1) (11 (1)(1) I 1 :: (1) .(1)I
ErD. ZND 2 N T ! At1 ( P E R WEEK) I .=.
*-+ at 17I:( (1) (3[:I I . 13/-. (:I(;).01
tE. TrNrl Art PRODI-IC:I ON F E E ( P E R WEEK ) : ,=a
--*
I
I 329.00 : 2 r 5 ~ : 2(1):.
F. Ll11C:fiTI CIN MANAGER ( P E R WEEK ) I 16: 1000. (30 : 14Oc:)O. (111
G. !:;CR IF'T :i;IIF'EKV I:;OR ( P E R [IAY ) a 43: 235.00 : li)l(:15.(111
I . F'RODI-IC:T I ON C:I-\IIIRD I NATOR ( P R ClAY : A1I 1-30. ( ~ 3: 1 1 59(:) (1)I .
.-I. TEC:HN I C A L AIIV I SOH ( PER D A Y I
a 10: 300.00: .
2: o (1)(1) (1)!
K. NI-IRSE ( P E R D A Y ) I
I 1(2 ! 175. (30 : 175(1). (111
L. LI:IC:AT I ON AI-Itl ITOR ( P E R WEEK) 1
I 121 13(:)0. 00 : 156()(:, (111 .
M. WELFARE/TEAC:HER ( P E R D A Y ) 1
I .-I
L I
t 200.00 : 4t70. (111
N. N I G H T PREMIUM ( 5 DAYS)-50% I
I .5: 1175.00 1 537.51
N. IIIVERTIME ( 5 % ) 4
I I
1 t
1 * ? l k 8 y .4:
-----------------------------------:------------;---------------a--------------
T O T A L PRI:IDUI_~T I ON S T A F F : I
I I
I I 1'32557.9
-----------------------------------;------------1---------------1--------------
PROKII-ICT I ON OPERAT I NG S T A F F : 1
I 1
I tI
A. C:AMERAMEN I I
I I .
D I RECTOR O F PHOTOGRAPHY ( P/WK : 9: 3000.00 : 2 7 (1)0 (3 (1) .
CAMERA OPERATOR ( 5; ( P/DAY 1
8 51 : 340.00 : 1 7 3 4 0 . (1)'
KEY 1 S T ASSISTANT ( P / D A Y ) I
I 51: F ?
. :
~ - 3 50(11 11935. (11
1ST ASSISTANT (P/DAY) I
I 41: 235. O(7 : 9r5,C:5.0
2ND ASSISTANT (P/DAY) I 41: - 220.00: Q(320, i)
VTR PLAYBACK (?/DAY) q 5: 275.00 : 1275. (3
S T I L L P H I ~ T I I C ~ R A P H E R( P / 3 H D A Y ) : 10: 150. 00 : 1%(:)(:I (1) .
E X T R A CAMERA OPERATORS I
I aI I (1) .
N I G H T PREMIUM ( 5 D A Y S ) - 5 0 % I . 4 I
c 9(25(] (30 : . 4 5 2 5 . (7
O. T. CAMERA CREW ( 10% I
I I
I II E: 24,E: .(11
M 1SC:ELLANEI]I-I!E; I I I
-----------------------------------#------------*---------------*--------------
TCITAL CAMERA S T A F F I I 1
I '9(I)y4:: .(11
-----------------------------------I------------~---------------l--------------
E . SfIlI-IND DEPARTMENT I
I t
I 1
I .(1;
MIXER (F'/tIAY) I
I 41: 275. 00 1 11275. (1;
RECIIIHDER I
I
I
I -
-4
I . (-1
FCICIM PERSON ( P / D A Y I 41: 235.00: . --.-,.-I
9/- '3 c .- (-1
11:AELE P E R S O N ( P / D A Y I
1 41: 235. (I): : '?6:35. (1)
IZAELE FtIlOM PERSCIN I
t I
I I (11 .
RAD 1111PERSCIN I I
I I
I . (:
N I G H T P K E M ILlM ( 5 D A Y S - 5 0 % I
I . c
LU 1
8 3725.00 : 18k.2. 5
O.T. SlIlI-IND C:REW (1(11%) I I
I I 324(:1. 7
M 1:~;(~:ELLANEIIII-I:I-; I
I t
I I
-----------------------------------'------------#----- I ---
TIIITAL S1:fUNEl STAFF I I I 356.4:::.I:
------------------;------s------ *
. :1 WAR~IROFE IIlEPARTMENT a
I I aI .(1
WARDROBE LIES i GNER ( P/WK ) I 12: 1/ 5 0 0 . 0 0 : la32(:)(:). '
L.!,c)F;rr~f~;GC7 I 2 1 ".'CK, I
I ,
I I
3
W[IlMEI\I.':3 CJ&Rfiti!ilr*E 1 S T ( P / K l A Y ) I
I 51: 235. a(:,: 1 1.?:::.y (.

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SundayMAY
May 15,
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2017
G. SET DF;ES:-:ING DEF'AKTHENT

I
I I
4
I . (1
:SET [IEIZI:IK'ATIS~~ ( F'/ [IAY ) I
I 51: L .
.-, -,..-.c
.-, (1)(1) : 1 1 *.;/: 5 (:
ASST SET [IEC:I:IRPTI:IR ( /='/DRY )

,
t 51: .
2 2(:1 (](:I : 11220. (:
[lRES:::/RE[IRE:f;S/STF( 1K E 4
a
8
I
I
I .C
DRES::;/REDRESS/STR J tc:E ,
I I
I
I
I . (1
[IRE:S:I;/RE[I~E!:;::;/STR 1K E 1
I
I
I
I
I . (:
DRAPERY PERSON
I
I
I
I
I
I .r
r3REENSPERSl:lN I
I
I
I
I
I . (:
GREENSPERSON I
I
I
I
I
I .i
N I G H T PREMILIM ( 5 D A Y S ) -50%
I
I .51 2275.00 : 1137. .?
i t . T. S E T DRESSING C:REW ( 10%)
I
I
I
I
I
I 24:1:4. 1
I I I
M I SC:ELLANEl:lUS I I I
-----------------------------------I------------~---------------~--------------
TOTAL SET DRESSING S T A F F

I
I
I
I
I
I 26776.7
-----------------------------------:------------1---------------;--------------
H. E L E C T R I C A L DEPARTMENT I I
I I I
I .(1
GAFFER ( P / D G Y 1
I
43: 235.00 : 10105. (1
.
1
BEST BOY ( P / D A Y ) 1 41: t

222). 00 : 5~(:)2(:) (1
I
E L E C CIF'ERATINC; LABISR ( P/DAY I 41: 210.00: 161t:). (
E L E C OPERATING LABOR ( P / D A Y
I
I 41: 210. 00 : 86.I(:). c
I I I
E L E C OPERATING LABOR ( P / D A Y I I I .I
GENERATOR OPERATOR ( P / D A Y )
1
41: 220.00 : 9c)2(:).(
.
I
I I I
GENERATOR OPERATOR I I I
ELECTRICAL RIGGING/STRIKING
I
I
I
I
I
I .t
E L E C T R I C A L R 11313IN G / S T R I k< I NCi
I
I
a
I
I
I . (.
F A N OPERATOR
I
I I
I I
I . (.
N IGHT F'REM I 1-IM ( 5 DAYS ) =50% I

I C I
.-I I . 5475.00 : 27:::7. F
O.T. E L E C T R I C DEPARTMENT (10%) : I
I
.
I
I 4810. :
I
M 1SCELLANEI~IJS I
I
I
I I
-----------------------------------'--------------;---------------:-------------.
TOTAL E L E C T R I C A L S T A F F
I
I
I
I
1
I 4 L Y- 1 2 . ;
c-,
7
-----------------------------------1------------;---------------1--------------
I. S P E C I A L E F F E C T S I
I I
I
I
I . (
S P F X C I X t R D I NATOR ( P / D A Y I
I 10: 305. (20 : : :1 .
(1)5 (1) (
SF' FX OPERATING LABOR ( P / D A Y ) : 10: 3<15.c)0: 3(:15(:).

- (
5 (11.
.-
:3P F X OPERATING LABOR ( P / D A Y : 10 : :
3(:)5.0cJ .I.(-1 (
!Z;FECIAL F X OPERATING LABOR I

I
1
I
I
I . (
D E S I G N ING $< DRAFT 1NlIi LABI3R I

I
I
I
I
I
I
I
I
. (
ElESIGNING .9< D R A F T I N G LABClR I I I

1
C1:lNSTRUC:T 1GIN tf R I 1 2 cI N I ~LABOR : 5: 100. C1.Q: 5 (1) .

(:I (
C:ONSTRUCTION fq R I G G I N G LABOR : I
I
I
I .'
N IGHT PREM Il l M ( 5 DAYS 1 - 5 0 % I
t ..-I
C I
1 1525. (I(] : 762.
111.T. SF'E1:IAL FX ElEPAHTMENT 10% : 6
a
I
I 1041.
M 1SCELLANElIlIJS 1
I
I
I
I
I
-----------------------------------;------------;---------------;-------------
TOTAL S P E C I A L F X S T A F F I
I
I
I
I
I 11453.
-----------------------------------'------------:---------------;-------------
J. S E T STANDBY OPERATORS I
I I
I
I
I
CARPENTER ( F / D A Y ) I
1(11 : 250.00 : .TC
.-I(-1 .
- (-1-
.
I
CARPENTER ( P / D A Y ) I
I 1(:I: .-, .-. o:
.>c (j a:.>. c
L .--.-a (1 .
EXTRA CARPENTER LABOR I
I
.-.
-1.
1
I 100. 00 : ::: (1)(1) .
N I G H T PREMIUM ( 5 D A Y S ) - 5 0 % I
I ..-I
E 8
I 1250.09 1 -.'7.-' .
/- C
6
TI. T . IHS :
SET z;TAwryrE!v ~ I F E R ~ ~ T I ~ 1(5% I1 I
I 577.
1 :! 11.EL L& Pi 1'11i-I .=, , I
I
I
t
-----------------------------------~------------*---------------*-------------

PageNo.
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534 SUNDAY
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SundayMAY
May 15,
14, 2016
2017
VALUATION IN CHAPTER 11 CASE 17-10615 EXCEEDS $50 MILLION DOLLARS 7.
.
TIIITAL :SET S / F l3F'EKF;T I PIIIi :i;TAFF /.352. .5( 8I
----------------------------------- ------------ I__---_----_-_--(-_----- -

I . :SET STANDBY F'A I NTER5; I
I . I I
f
I
P A I N T E R (F'/DAY) .=, .- -
::. s(1), (1) : :: (1)4 C) . (1)( ,La
I
8
F'A I N T E R .(1)( I I
I
EXTRA F A I N T E R L A B I ~ R .-I
i 1 0 (1) (1)(1) : 3 1 )(11 0 (
.-
I
I
I . .
13. T . S E T STANDBY F'fi INTER::: 10% : 3
JL4. (I)( I
I
I
M ISC:ELLANEIIII-IS 4 I
____________
I I I
TOTAL SET S / B F A I N T I N G STAFF ,

I
I
I
I
I 356.4. (I)(
-----------------------------------l------------~---------------~--------------.
L. S E T WATCHMEN I
I
I
I
I
I .(I)
WATCHMON ( P / D A Y ) , 45: 150. (10: 675(:).
(:I(
WATCHMAN I
I
I
I
I
I (I)(
E X T R A WATCHMAN L A E S R I
I
I
I
I
I .(111
0 . T. S E T WATCHMAN I
8
I
I
I
I &75.0(
MISCELLANEOUS I
I
I
I
I
I
-,---------------------------------~------------~---------------~-------------
T O T A L S E T WATCHMEN S T A F F I
I
I
I
I
I 7425. (:I(
,----------------------------------I------------'---------------*--------------.
M. FIREMEN/POLICEMEN I
I
1
I
I
I 01
FIREMAN (P/DAY) I
1o : 30o. CIO : 3000. (11.
.
I
I
FIREMAN I
I
I
I I V
POLICEMAN (P/DAY) I
I 40 : 250.00 : 1C I O C ) ~ .CI
POLICEMAN (P/DAY) I
20 : 250. oo : 5000. c:
.0
I
I
P O LICEMAN 1 I
.
I I I
I
P O LICEMAN I
I
I
, I 0 1
E X T R A F I R E / P O L I C E LABOR I
I
I
I
I
I (1).
0 . T. F I R E M E N / P O L I C E M E N ( 1 0 % ) I
I
I
I
I
I 1S Of:) (1: .
MISCELLANEOUS I
I
I
I
I
I
-----------------------------------I------------'---------------l--------------
TOTAL FIHEIPOLICE STAFF

-----------------------------------I------------'---------------l--------------
II I
I I
I 19:::
00 C! .
0. WRANGLERS ta t 1 I .(-1
1
S P C A MAN I
I
I
I
I
I . (-1
H E A D WRANGLER ( P / D A Y ) I I I
. (-1
.(1:
I 1 I
WRANGLER I
I
I
I
WRANGLER * I
I
I
I (11.
TRAINER I
I
I
I
I
I .Ci
E X T R A A N I M A L LABOR I
I
I
I . (-1
O. T. WRANGLERS ( 10% 8 I
I
I
I .C .
MISCELLANEOUS I
I
I
I
-----------------------------------'------------'---------------i--------------
T O T A L WRANGLER S T A F F I
...............................................................................
I
I
I I
I .0
P. TEAMSTERS (NOTE: 1 MAN F'ER ! ! ! ) : (NOTE: . 5 / W : 1 WHOLE WEE/::) :
CAMERA ( P/WK 10 : 22(:)(:).0(:): I
I 225)(:)0 (11 .
G R I P (F/Wt<) I
I
I
I
I
I .C'
ELECTRII: (P/WK I I I
.(1;
S E T C:IIINTRI-ICT IGIN ( F/Wt< )
I
I
1 a-.3
I
I
I .
1 &.(:I0 a(:):
I
4:3[)0. (1
ART DEPT (P/WK) , I
3.4 : 1&.(:I(:). (:I(] : 1:344(:).c
PROP ( P/WEEK 1 I
I 8.4: 1600. OC) : 13440. (:
WAHDHIIIBE ( F / W K a I Z.4: 1 &.(:I(:). O ( j : 1344(:).1:
MAKE-UP (P/WK , I
5:. 4 : 1Gc:)O. 0 0 : 13440. i
HONEYWAGON ( P/WK ) a
I
3.4: .
1 &(:)(:I (:)a : 1344(:: '
HONEYLJAGCIN (F'/G!!I ) t :.C. t 1 6.00 .(1)(1) : "-j : r-.
:3F'EC.iAL F X (P/Wt:::) a 2. 4 : 1 /.<I (1.(1)(1) : s.:.-I

.~ . ,-., 4 (-) 1-
F'ICt:::-I-IF' $:ERVICE (F'/Wt:::) II 9: 1 /-.1:) (1) .(1)(1) : 1 44(3(3. (;I

N 1GHT 1l-1141 ( 5 EIAY:; ) -s(:)% . L- II
--I -
1: :1 4 (1) C) (1)(1) : &7(:)0. (:,
Stan J. T . TEfiM:3TER:3
O.Caterbone INTELLECTUAL( 10%1PROPERTY Page
PageNo.
No.167
168
98 of
of465
535
534 a1
SUNDAY
Monday
SundayMAY
May 15,
14, 2016
20174
I 1.2374. (:;
10. S E T r:ONI=;TRIJi:T IClN : DAY!:;/WEEKS : RATE I TOTAL

-----------------------------------I------------*---------------~-------------.
A. PRODI-KT I O N D E S I G N E R ( P / W K ) -
I
I 16: 20(:)(:). 1 320(:)(:).
I
I
AA. ART D I R E C T O R I
I
1
I
I .I
F. ASST ART D I R E C T O R I
I
I
I
8
I . (
C:. S;k,'ETcH A R T I S T I I
I II - 1
D. DRAFTSMAN ( P / D Y 1
I 2: 2 5 ~ j (. j O : 4(:)(:). (
E. SET SUPERVISOR ( P / D Y ) I
I 15: 250. OC) : 3750. I
I
4
I
I
I
I . [
F. MISC: F X / B L t I G S / t I R E S S I N G S : I
I
I
I
I
I
I
1. MUTANT F X (sea + s o r e e t c ) I
1: 1 1 lcs~ro.0 0 : 1 1 1 (1)(1)0 .
.
I (
2. BANDSTAND I
I 1: 1 o<)(1)0 (:I C) : 1 C) (11(1)0 .:
3. PIER I
I 1: .
5(1)(3(1) (1(1) : 5~:) (1)0 ( .
4. SHOOT ING GALLERY I
I 1: 500. (:to: 500. .
5. C A S T L E OF TERROR I
1: .5000.i)(j: 5(1)(1)(:) .:
.
I
6. VIC'S OFFICE I 1: 50(1) 00 : 5 (:I 0 .

7. CONTAM IN A T E D BEACH I
I 1: .
5 (1)(1) (1)(1) : 5 (1,(1) . ,
8. E;HER IFF S T A T I ClN I

1: 5 i)(:l (1) : c --
La (-) (-1 .
.
I
9. DCiC K L E I I \ J ' S I 1: 30(I)(:) (I)(] : :30(1)(1). I

10. K T L V NEWS S T A T I O N I
I I: 1 ooo. 00 : 1 .
11. R I C E ' S APT I
I
-
1: 300(:). : 3 (1)(:I (1) ' .
12. LlLTR I MA INSTI TI-ITE I
I 1: 5000 . : 5 (1)(1) . !
13. D I V E R ' S HOUSE I

I 1I 500.00 : 500. !
14. M O L L I E ' S FAR I

I 1: 500. ()(I) : 5;c)O. i
15. PI-ITLER HOl-ISE I
I 1: :I;(:)(:)(:) .
(10: :3(j00. c
10. C:HARLIE'S I 2 A B I N I
I 1: 80(1)(1). 00 : S0(30.1
17 . B A R N E Y ' S HfIiI-I:SE I
I 1: 20(1). ( j O : Zc)(:). 1
13. R O L L E R CCiASTEF\: I
I 1: SO(:). : 50(:).:
19.
-. - WRECKED P L A N E I
I 1: .
5(:)(110 (:)(:I : 5 (1)(1)(1) : .
LC). C:lIINTF;'CILLERf RRlIlH I
I 1: 50(:).()a : - (1)
.-I (-1
c . ,
21. MUTANT FX MAN H%W ( P / D Y 1 I

I a>,=
4 18 .
131 (:)(I) : 2ts:35 .
R IGG ING G R I P L A B O R ( P/Wt< 1 I
I 8: 400.O.Q: 2:2 (1)(11 .
:E;TF; 1I::1NG I I I
BQC:K 1NGS I I
I I
IIiREENS I
I I
8 aI
-----------------------------------I------------*----------------l-------------
T O T A L S E T CONSTRUCT I11iN I I
I t
I 2(:)5185.
-----------------------------------l------------;---------------l-------------
1 1. S E T O F E R A T I N G EXPENSES: aI I a
I I I
I I I
A. C:AMERA E12UI FMENT R E N T A L S .

5 (1)(1)(1) (1)(1) : 4 0 (1)(:I (1) .
- .
I C- 1
I
.
;
I
.
I3 C:AMERA EI;!I-I I PMENT PI-IRCHASES I ' 7 -0 0 (1)(1) : 1 t.(:)i) .

.
C. I
a=s
C:. VTR F'LAYEAC:K R E N T A L aI 1: 1 5 0 (j (1)(1) : 1 50(11 .

1 .
E.
IZAMERG CRANE R E N T A L S
WARDRI:IEIC PI-1RC:HA:E;ED
I
I
I
1:
1: 3(>(:)(:)(:)(:I(:)
..
2(:)(I)(] (](I) i
:
20 (1)(1) .
3(1) (1)(1)(1:
F. [,!&Z
,,7 .,
;.:.
L ,
.-
;,k;iTp,Lz; ;-.:t-, I
I .-.cs , I .-I- (1)Q :
c (-1-(-1 . 4 r_1 ,:. . ?:(
G. WARtfROBE MA INTENANCE ,
I -. ,
:> I 4 (1)(1) (1)(1) : . 33:)(:)
H. G R I P Ef;!U IPMENT R E N T E D I
1 .-.
a=- t 2(11(1)(1) (1)(1) :. 1 6.(1).C,0 0 ..
I . J. PROF'
Stan
I
EC.!.!r-l
Caterbone I F'MENT R E N TPROPERTY
INTELLECTUAL ED Page
PageNo.
C.C.I-IC..:-
No.168
169
99 of
of465
535
534
C.1 I C - I - . U A . ? C T ,
1
I
!
.=, I
t
,
(1)
5SUNDAY
(1)Monday
Sunday .
(1) (1) : MAY
May 15, 20174 0(:)(:)
14, 2016 .,
.=a
1 C; 1-1 1 3 i-11-1 ! 1 .?(-I [-)I-) .
t-.. . PKLII-'::. FiENlEIl ._.
. :1 I
I 2 (:I(1)(11 . (1)(11 :
L. ~ROFS-LI:IS::; RND LIQMAII;E-~% ,
8 I
M. :I;C!l-INB El;!I-I I PMENT RENTED ,

a81.
_* 1 (1) (1)(1) (1) (1) :
I .
t\l. WALt::I E TALI:::IES RENTEL1 c=o
I-. /1,(:)(1,.
I
I :
111. Nl-1R:I;EKY F'URI::HASE[I AND RENTED : .-,
.-. 2(1) (1)(1) (1, (1) :
I
6 .
f . MAt:zE-l-lF' Fl-lRCHA:I;ES t .-* ,8x8
25(:,.00 :
9
G!. HA I RDFtE::::3 ING PI_IRC:HA::;E:3/RENTAL::; : _I

2.y(1) , (1)(1) ;
61
R. ELECTR IC:AL EI;!I_IIPMENT RENTALS ; 'I'

1-1
4 (1)0 (1) I:( (1) :
I
I
.
S. E L E C T R I C A L EQll IPMENT F'I_~RI::HA::;ED : .-'
3 1 , - - ()(:I
c (-I()
t
I : ,I .
T. GASOLINE-RENTAL VEHICLES ( 1 0 x 2 ) : 2 (1, : :: (1) 0 (1) :
U. ~3ENERATOFi RENTALS ( GAS ONLY I 4 (1) : :;: I(: 0 (1) : .
<I(:, :
.3
V. S P E C I A L F X RENTALS/PURC:HASES 1I L. 3(:)00. I
I
W. PROP TRUCE RENTAL I S: 45(:). <)(I:

X 1. WARTIROBE TRUCK RENTAL 1
I .-.
,
1'1
700. c)o :
I
XZ. SET DRESSING TRUCE RENTAL 1

I
0
-.a 4 5 0 . 00 :
1
I
X 3 . SET CONTSTRUCTION TRUCK RENT : cu

L* 450.00 1 I
4
X4. HONEYWAGON 1 1 t :3 : 2000.00 :

X 5 . HONEYWAGON 2 I , .-I
i 2()0(3 ( 1 0 :
I
I .
X 6 . MAKE-UP THAILOR RENTAL 1t 3: 700.00 :
1 I
Y. P I C T U R E V E H I C L E RENTALS: I I I
Y1. BARNIE'S BOAT ( P / D Y ) 1

8 1: 300. (10:
Y 2 . CHARLIE'S BOAT ( P / D Y I a 1: 100.00 :
Y3. DIVER'S BOAT ( P / D Y ) II 21 300.00 :
V4. COAST GUARD BOAT ( P / D Y ) I
1 i
'-, 4 0 0 . 00 :
I
l
Y5. R I C K ' S CAR ( P / D Y ) 1 I 1: 100.00:

Y 6 . AMBULANCE ( P / D Y ) I
I
r.
L' 400. 00 :I
1
Y7. PAM'S CAR ( P / D Y ) I 5: 200.00:

Y8. J E S S I E ' S CAR ( P / D Y ) I I 1: 100. 00 :
Y9. PICK-UP TRUCK ( P / D Y ) 1 I 1: 100.00:
Y 1 0 . P O L I C E CAR ( P / D Y ) I a
c. .-. 200.00 : 1
1
Y11-BARNEY'S ROVER ( P / D Y ) II 1: 100.00 :

- Y I Z . P O L I C E WAGON ( P / D Y ) 1 t 1: 2(:)c).0 0 :
Y13.STAN'S CAR ( P / D Y ) I
--,
L 1(:) 00(
I
I : I.
Y1S. C. GUARD CAGE ( P / D Y ) I I 1: 4 0 0 . 00 :
Y16.VIC'S BOAT ( P / D Y ) - 1 I 2: 20(:). 00 :
Z- CAMERA BOAT RENTAL (F'/DY) 8I 2
.-a
500.00 : I
I
ZZ. M I S C RENTALS/PUHCHASES ( 5 % ) I
1
I
I
I
I
I
I
I I
I I
--,-,----* I --------
.----'---------------I-
TOTAL SET OPEHATI ON EXPENSES: tI

I
I
I
I
-----------------,-----------------'-I------ .----:---------------I-
12. LOCAT I O N : #
I
I
I
I
I I
I I
A. A I R F A R E S (NY-LA) 10: 1.5;k.O. 00 :

B. HOTEL-DIR/PRODUCER-NY ( P/MO 1 4:
3C.C'
(1) :
11(1) (1)(1) (j .
C. MEALS (PD 2 X 1 7 X 7 ) EIIR/PFC'OD NY &&.em
1
I
100. 00-I_
C1. MEALS (PD 2 X 1 7 X 7 ) DIH/PROD N J .>.>qI
L.-.C I 75.00 :
D. L O C A T I O N S I T E S RENTAL: I
I
I
I
Dl. BANDSTAND AREA ( P / D Y ) C I

.-I I 200 ()(:I : .
D2. A I R F I E L D ( P / D Y ) I: - 4 0 0 . 00:
D3. P I E R ( P / D Y ) 8: 1000. 00 :
D4. BOAT R I D E ( P / D Y ) 1: 75(:). 00 :
D5. SHOOTING GALLERY ( P / D Y ) 1: 5(:)(?. (10 :
DG. CASTLE O F TERROR ( P / D Y ) 10: 75(1). (10 :
D7. V I C ' S O F F I C E ( P / D Y ) 1: 300. 00:
D8. CONTAMINATED BEACH ( P / D Y ) 4: 150(:). 00 :
D9. SHER IFF STAT ION ( P/DY .i
-, 1
1 10(:)5) 00 : .
rl10. DOC t < L E I N N S ( P / D Y ) c
.-I
I
I E:(:)0 00 : .
D 1 1 . K T L V NEWS S T A T I O N ( P / D Y ) 1; 55)(j. (jc) :
F 1 2. THE DOCyI.::: ( F'.;DY ) <r
il
I
1 S(:)c). 00 :
D13. R I O K ' S APARTMENT ( P / D Y ) C
C' It 750. (I)() :
D14.ULTRIMA INSTITLITE (P/LIY) C I
.-I , 15(:)0. (:)(:I :
D15.DIVER'!s Hlrrl-lSE (F'/EIY)
170 465
535 :3 : 50 (3SUNDAY
Monday
Sunday .
(11(1) : MAY
May 15,
14, 2016
2017
D 1 G . I I O L L I E FEES F A R ,(F/KlY) 1 ! I (->(-I (-> I-> (-1 !
t l 1 7 . El-ITLER HI:IILI::;E ( F/DY )

t
.
1(1)(1)(1) (1)(1) : :: )(: .
(1)(:I )(: (:
[IlE:. IIHARLIE":_: [ : A D I N ( P / D Y ) .
75 (1, (1)(1) : 2 25 (1) (1) (: .
I:119. C:HARLIE":i; [ICIC:~::: ( P / [ I Y ) :>0 (1) (1)(1) : : : 1 (1) (1) (1)C.
D31. 1_7lIlNTR1]LLER.':f; Rr:l:lPl ( F / [IY 2(j0.(:)(:I : .- (I)c,: . (1) (1
t121. ROLLER ClIlASTER ( F'/DY ) I 1(:)(:)(:) 00 :. :I:(1,(1)(1) (1)(: .
I
I
I . C)(.
- .
E. O F F I C E RENTAL-WILDWOOtI(P/DY 8
8(3. (110: 9/-.(1)(1). OC
El. OFFIIZE El2IlIPMENT (F'/WP:) , 450. (ji): 7650. (:I(:
E2. E D I T RM RENT-W 1LtlWOi1t1 ( P/DY )
I
40. 0(?: c C) (1)(:
.-a
.I
C.
.
.
I
F. CAR RENTALS-2 C? 8 NO II
650.00 : 1(1)4 (11(1) (1)(:
G. BUS RENTALS (CREW-ROUND T R I P ) : 1150. 00 1 1150 0i .
GI. M I N I VANS ( 6 VEH C? 2 NO) I
I 8C)C).00 : 96(:)(:)0(: .
H. L A TO NY DRIVER-HOTEL h FD/DY : 150. 00 : 2 1c10. a(:
I. SUNDRY EMPLOYEES ( 6 P A / 10 WK') : 250.00: 15(:)(?0. (I(:
J. E D I T O R I A L EQUIP-WILDWOOD ( F ' / M O ) : 1900. 00 : 4275. (I(

K. G R A T U I T I E S (P/WK) 1
I
500.00 : 50(?0.0(.
L. SCOUTING ti PRE-PRODUCT I O N I
I
1500.00 : 3000. (I(
M. PERMITS I
I
200.00: :34(:)0.OC
N. CREW ENTERTAINMENT I
1000.00 : 100C)O.O(
0. OTHER - I D L E SUN ( S X 5 5 ) I 90.00 : F .1 . J J 3960(1.o(
P. OTHER CREW HOTEL- II 4-~:?~,':. 104(+0C);-[)C
Q. OTHER - CREW P.D. (60x56) I
I 40.00 1 10400(:).
R. OTHER - I D L E SAT ( 8 x 5 5 ) II
90. 00 : 396C)(?.0 :
S. OTHER - WILDWOOD PHONE (F'/WK) : 900.00 : 15300. (1
T. MISCELLANEOUS II e
l (!
-----------------------------------I------- --------------;--------------
I
I .i.
h
TOTAL LOCATION EXPENSES: I
I
I
I 543:335. (1;
-----------------------------------I------- --------------(--------------
I
I
13. TESTS AND RETAKES: I

I
A. TESTS/RETAKES- 1 DAY EA : I
I .(1.
D I R OF PHOTOG ( P / I l Y 600.00 : 12(:)0. 0
3
CAM OPER ( P / D Y ) 340.00 : k.30. 0
MIXER ( P / D Y ) 275.00 : 550. (1)
BOOM ( P / D Y 235.00 : .
4 7(1) (11
GAFFER ( P / D Y ) 235.00 : 470. (7
KEY G R I P ( P / D Y ) 235.00 : 4 70 0 .
PROPMASTER ( P / t l Y ) 235.90: 470. O
WARDROBE ( P / D Y ) 235. 0(:): .
47(1) (1'
MAKE-UP/HAIR (P/DY) 235. oo : 4 70 (1).
SCRIPT ( P / D Y > 235.001- 4 7(:I 0 .
PAM (P/LIY) 55(1).00 : 55(:).[>
RICE (P/DY) 550.00 : 5 5 ~ 1c;.
OVERT IME ( 10% > I
I 682. c>
E. IJNDERWATER PHOTOGRAFHY: I
I .C'
4 ROUND T R I P TO F L O R I D A 6.00. 00 : 2400 (1) .
M I A M I HOTEL ( 4 X 2 ) 100. 00 :
50. (I(:, :
3(:)(:)(11
2C1@.(1
.
PER D I E M ( 2 X 2 )
CAR RENTAL ( P / D Y ) 50. (10 : 1 (:I(:) (1. .
CAMERA RENTAL ( P / D Y > 500. 90 : 1 (1)(1) cj .
INCIDENTALS ( P / D Y ) 2(:)(:).
<)(I : 4(:)0.(.:
UNDERWATER D I R PHOTO ( P/DY ) 5(1)0 (1)c1 : . 10(I)O.(I!
UNDERWATER c7AM AS:3T ( P / D Y ) 500. 0 C ) : 1(1)(1)(1: 1-
E:.ECTF:IC: (P/trY) 23:). (:)(I: .-c
n / : ,-
ELECTRIC ( P / D Y ) .
2:3(1) (I)o : 5(-(>. ..
ELECTRIC: ( P / D Y > ..
2: (1) (1)0 :
.'. C'(-)- (1)(I)
54.0 (1; .
GRIP ( P / D Y )
.- .
L ' - a
.-.
1
5 6.(1) (1; .
Stan GRIP
J. Caterbone
( P / ~ INTELLECTUAL
IY) PROPERTY Page No. 170
101 of 534
171 465
535 SUNDAY
Monday
SundayMAY
: (I)(I) :
L -1(I)
- - .
May 15,
14, 2016
20173/.(1) (1;
.-,
.
.
:3AFTEY 11
I VER F'/lIY ) (
I
t
.-I
L
I
I 2:E:C). (y) (1) r
- -
.
5 6.(1) (1)(1)
lIlN 1I:fiMERA [I I VER ( F'/ DY ) I
I:.
.L , I
(11(1) ; .
7k. (1) (1)(1)
/:::IT FEE ( F L A ) I
6 20 : 5 (1) . (1)(1) : .
10 0(I)(:)(:I
ClVERT I ME ( FLA- l O % ) 4
I
L
I .
4.6 : (): (1)
N 1:~;C:ELL+?NEI~II-I~ I II
, .
0 (1)
F 1LM tc F'F;I:IC:ES;S ( :SEE ~ C I S )T I I I . (:)(:I
TI~ITRL TE:Z;TS AND RETAKES: I

I I
I I
@ 2(1)7 5 (1) . (1)(1)
-----------------------------------I------------~---------------'---------------
I I I
t I I
,
I I
I
I
I
-----------------------------------'------------;--------------- ---------------
I I
TOTAL SET LlESIGN/LOCATION/TESTS: I
I I I 5C)
103&.&.87.
................................................................................
................................................................................
14. IZUTT I N G F I L M LABORATORY : tlAYS/l-JEEES : RATE I
I TOTAL
--,--------------------------------~------------l---------------~---------------
I I I
I I I
4. E D I T O R (P/WK) tI 24 : 2400. 00 : 576.(:)0. (I(

E. ASST EDITOR (P/50 HR WK) I
I 24 : 1000. 0(1): 24(j(?O.(I(.
C. SOUND CUTTER ( P / 5 0 HR WK) I
I 10: 1425. OC) : 1425(1).()I(
D. MIASIC CUTTER ( P / 5 0 HR WK aI :2 : 1425.00: 114(1)(j.
E. N E G A T I V E CUTTER ( P / R E E L ) 8a 1(1) : 53:). (10: d.-I(-1
ec .
- (-1- (1),:
I
I
--.
I
I
I
I .
(1)i:
F. N E G A T I V E P I X RAW STOCK ( F / F T ) : . h3 ~ :6 120000. (20 : 39 1~ ( 5 . 0 ; :
G. N E G A T I V E SOUNI! RAW STOCK ( F i / F T ) : .025 : .
14(1(1(:)(:) o(j : 350(1).Oi..
H. TRANSFER F I L M TO V I D E O ( P / H K ) : c
-1 I
I Zz(1) (:)(I) : lzz(). (:)
I. DEV A C T I O N (NO TAX P / F T ) C! 65% : 1257 : 7:30(:)0. (30 : 1(j(j38. /,(:
J. XFER SOUND (NO TAX P / F T ) @ 65% : . (-I.-.
- - II 9 1000. 06 : 2730. (:I(:'
E. P R I N T A C T I O N ( 1 2 ( I ) K x 0 5 % ) - I N C L T A X : .:3375: 7:3000. 00 : 24325. (:)(I;
L .
F'R I NT SOl-lND ( 146K:<&5% > -INCL TAX : (j
-3c.I
&a%. 1(1)(30.o(51 345:::. (jC:
M. MAGSTR IPE-PRODUCT ICiN P/REEL I I 10 : :30 . )(: ; .
3(1)(1) (1)(:
N. MACiSTR IPE-SCORE.~IDUEB INla/P/REEL : 10: .
:EX:) 00 : .
E:(1)(11 (1)c;
1 . INTERNEGAT IVE aI 1.11: '.?50(:), (10: 1(115 4 5 c): (1: .
P. INTERPOS IT IVE a 1.11 1 C/5(:)0. 0(j: 10545. (I(:'
3. hNSWER P R I N T ( I N O L TAX) 1: 1(:)(:I (:)I. 00 : 1ocjOc:). (:)(
.
I I
R. CI:IMPI:ISITE CHECK P T ( I N C L TAX ) : .-

.::A5 :
?
75(:)0. 510 : - 3(3E:7 st:. .

:=7. FADE/DISSOLVE/DUPE/FINE GRAIN : 4C) : 13;). :
tj(:) 6000 ,c: (1: .
T. T I T L E S - M A I N k END 1: .
12(j(jo (:I(:) : 12 (1)(1)0 (1)(I..
.
aI
1-1. PROclECT ION-W ILDWOlSD ONLY-NC@LAE : :3 : 2(j(1) C) (1) : 16 0(1) (1)(1:.

V. CI:[I ING-SYNC SOUND P / F T I 1.5: -5'500.00 : 14250. (:I(:.
W. CClDING-W I L D TRACE P / F T t6 1.5: ~ - e - .C)(] :
c.. .-I(-)(-) 14 25(j (:I(:: .
X. MOV IOLA RENTAL ( P/WK I
I 24 : 150. 00: :.-
. 6 00 (I . (I)
Y. REELS % LEADER (P/WK) 1 I -24: 5(j .(j(3 : .
12(2 (1) (1) -1
Z .
C:UTT 1NG ROOM !::llPPL 1 ES II 24; 13 1 ) .(1)(1) : .
:: 6.(1)(1) i t r:
AA. STOIZK SHOTS I 1: 3(1)(1)(1).0 (1) : :30 (1)(1) (1) .
EB. /:::EMh SUPPLY RENTAL Ia 15: 1y j 0 . : .
2:35(1) (1) (1) (1;
CC. ED I T O R I A L CREW OVERT IME ( 10%) : 1 1 11275. (:)(:I
I
t
I
I
I
I * (I)!T'
-----------------------------------'------------*---------------'--------------
7--
I 1-1 i
, --
iz:!-!TT 1 :<:;, 1 ., ,.
-\
- .Is;;& 7 .11fi)': -: L, I a .-,.-. L
.=..:*q--..:.,qi . i
-----------------------------------'------------;---------------l---------------

102 of 534
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_____--____________--.--------------'-I----------~---------------'--------_
I I
1 5 . MI-1;:; 1 11:: II < 1
I 0
0 I
A. FF\'ENII:H L IC:/:::-l::l~l:~;T TlIl C:lIlMF'LETE : 1I 12 (1)(1)(1)(:I (:I : I 2 (1)(11(:) (1) . (11

B. I_II\I~IER:~C:IIIRE-I~:I~I:~T TI] C:l:lMF'LETE II 1I :(I .
(1)(11(1) (:) (1) : :3(1) (1)(1)(1) , (11
C. TRANSFER.:; I
I .(1):: : 15 (1)(1) (1) 1. 4 5 (1) . (1)
[I. :sTIIIC:t:x (TAX 1NC:LIJDED) II .Us-.-
1-.:-.a .. II
'2 .
15 (1)(1)(1) 0 (1) : .a
.. .-I.>
c.-,c . .-t
E. EDITINO (P/REEL) I
I 10 : .
1(1)(1)(1) 00 : 1 (:)(1)(1)(:) (1) .
F. M I :f;rZELLANElSUS ( 5%) I I a
I . (-)
I
I
I
I
I
I . (-1
----,------------------------------*------------*---------------;--------------
TOTAL MI-IS1C: I
I I
I I 1rCa140:_:.
5
-----------------------------------;------------l---------------'--------------
I I I
I I
.
I
1(-. ::;ilUND : I I tI
I I I
I I I
A. Dl-ISBING ROOM RENTAL 22; 20(j. 05, : 4 4 0 (1) .

.
I
E. LABOR FOR PRE-DUB, ETC (HHS) t 18: 4 C) (1 c) : 7 2 (1)(11 (1) .

C. LAPIIR FOR DUB ( 3 M I X E R / 3 0 HR) : 90 : (1) .c (1) :
/; (11 j 54(:)(30.(1)
D. F'OWER S T A T I O N @ ADD 50% I I I
.-*
.Xs-/ - (1) .i)
C*(-1
.(1) :
I I I A a-m
E. SOUNF FX PACKAGE ( P / R E E L II 10 : z[;)(j(:) f-1 5 (1)(:) (1)(11.(1)

F. STOCK (PRE-DUB P / R O L L I N C L T X ) : 101 26.4.3 : 24.t..c
Y
I . STOCK (DUE P / R O L L I N C L T X ) I
I 10: 6 3 . 5'[3 : c.:35' (1. .
H. ADR, LClOPI NG, NARRATICIN ( P / H H ) I
I 36 : 250. @(I : 9(1) (1 .
I . !STOCK ( RENTAL I
I 10: 215. (30 : 250. c
J. TRANSFERS (P/HH) 15: 75.00 : 1125. c
.
I
K. STOCK INCLIJEIING TAX I .C)2(s.b: 3(1)(3(1)(3 (1)(1: 798. 0

, L. P ITOR:?;
L ~ I C ~ELI I 1: .:.-. .
s=(1)(1) (1) 0 :
. .-, 35CHI (1) .
M . WALLA GROUP I
1: :3(j(j(:). 00 : 3C 1 0 (1) 0 .
N. FOLEY (SOILNTI F X / H R ) I
45: .
2 5 (3 (1)(11: 11250. CI
.
I
0. STOCK (RENTAL) - 1 10: .-,c (:)C) :

L -1 2 5 (3 (11 .
P. TRANSFERS ( HOURS 15: 75. 00 : 1125. (3
.
I
I!. STOCK INCLUDING TAX aI .02&.4: 3(:)(:)(5 (1) o(:) : 7.33. c:

R. FOLEY WALKERS (HRS) I 36: L O . 0~:): 2 16,(1) (1) .
.
;
S. DUPE TRANSFER I
3: 75 (1)(1) : 6.(1)(1) (I! .
.
I
T. STOCK 1NC:LUtIING TAX I

I .026G : 3:0 )(1)0 (1)(3 : 7 9 c. (-!.
a- #-, .
11. SCREEN ING ( F/HR ) I
I 8: .
- (1)~:) :
.-I (-1 4(11(1) (:! .
I
I
I
1
I
I .C!
-----------------------------------;------------1---------------*--------------
TCITAL SI:ICIN[I: I I I 1:34359.::

-----------------------------------+---------;---------------a--------------
I I I
I I I
I I I-
I I I
-----------------------------------;------------s---------------t--------------
GRAND TOTAL CI_ITTING/FILM/LAB 1

I I I /.7*5"39 1 9 .
...............................................................................

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17. F'l-1tLIC:ITY: : G!I-/ANTI TY I RRTE II T 111

T iiL
I I
8 I
A. AKIVERT 12;I NG I
I I
I
I
I . (.
E. 1-IN I T F'I-IBL IC: ITY F'ER::;l:lN I

I
I
1
I
I . (:
C:. ENTERTAINMENT I
I
I
I
I
I .(1
[I. TRA[IE/NEWSPAPER SUBSCR 1PT IONS : I
I I
.i
E. PI-1BLIC:I TY ST I L L S SALARIES a
I 1I I . (:
F. PI-IFL IC: I TY ST I L L S St-IPPL IES/EQI_I IP : I I . (.
13. F'I1FLIII:I TY S T 1 L L S L A B CHARCiES I 1 tI . (.
H. S T I L L GALLERY RENTAL/EXPENSE : I I
I . (:
I. TRAILER I I
1 8I . 1:
.-I. PRESS PREVIEW EXPENSE 8
1 I
1 I
1
. (.
I:::. SUPPL IES/PnSTAC;E/EXPRESS tI 8

1 1a .i
L . MI SI:ELLANEIII-IS I
I I I .i
M. OTHER I I I .i
N. OTHER 0I tI tI .(:
0. OTHER II aI 1 . (:
I
I
I
I
I
I . (1
TOTAL PUBLIC ITY: a
1
-----------------------------------;------------;---------------
I 4I .- (
I I I
I I I
18. MISCELLANEOUS I aI 48
I I
I I
A. VACATION ALLOWANCE (DGA) I

I .a7292 1
B. RETROACTIVE WAGE CONTINGENCY : I ,
a .t
C. SI-INDRY UNCLASS IF I E t I EXPENSE 1 8I 41
D. CIIISTS IN SUSPENSE ( E PEETERS) : 1 : ( 50, oo(:). )

(I(:) ,
I
. I
.
.
E. SET COFFEE aI 8: k.CI .O C ) : 4::: (11 0 (
F. WATER % . .ICE I
I S: .
6 (1(1 (3(:I : 4:30(1) . (
13. OTHER I a
I I .
.
(.
H. OTHER at aI aI (.
I; OTHER 0I 81 t
1 .(1
I
I
I
I
I
I .C
T I ~ T A L M I SlZELLANEl:lU!:: : I
I I I 19121m
I I I
I I I
1F/. 1NSURANC:E/TAXE!E;/L 1CENSE/FEE!Z: : I

I I
CAST 1N!slJRANC:E . (.
NEGATIVE 1NSURAblrI:E . (
L IFE IN:XIRANCE . (
M ISC:ELLANEI~I-I!~1NSI-IRANCE 7.5(1) (1) .

(:) (
I::OMF' Zc PI-IELIC: L I A B I L I T Y I N S . (.
S1:rCIkL :3ECI-IR 1.rY T&X &.&,27:3. ?.
F'ERSONAL PRlItPERTY 1NSLIRANIZE . (
W1IlRk::ER .':f; C:I]WFENSAT 1IIIN TAX 43:::45. :-

1I:IltIE C:ERT IF I C:ATE - MPAA I:(: (I)(I) . I
C I T Y TFiX AND LICENSE

1-INEMPLI:I\'MENT TAX ( I T A T E
IINEMF'LIIYPIENT TAX ( F E D )
.-. _
-=,4 7.~-2
.
j.-.
7 4 1 5 . '.
.
(
HZrW/F'ENS ION-NAFET ( F'/EIY ) 74(:)91:).;

F'ENyZ;I ON F'LAN-C!IIi# ( 5 . 7(:):3% ) 7 4 5:::

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1 F'AYROLL :!;ERVIC:E ( WA IVELI ) I
N. NI::;~::ELLANEI:II-I::: I
I
1-1. CITHEK ,
t
F'. OTHEFi I
I:!. OTHER II . 4.
I II
----------------:------------:---------------:--------------
I
aI
.c
TOTAL IN:SI-IF(ANCE/TAX /L IC:ENSE/FEES: i 1I
I .-
--;1 1 -: .=:1 . :.
-
4 -I._ L
- --------------------I------------:---------------:--------------
I
I
20. GENERAL 1:lVERHEAD: I
A. F L A T C:HARGE I
I
E. C:CIHF'ORATE OVERHEAD EXPENSE I
C. CASTING O F F I C E S A L A R I E S II
D. ENTERTAINMENT-EXECUTIVES , t
I
E. TRAVEL EXPENSE-EXECUTIVES I
I
F. S F F I C E RENTAL AND EXPENSE/P MO I

F1. O F F I C E R E N T A L S / S U P P L I E S / P WK :
G. AUDITClR I
H. T IMEKEEPER I
I. SECRETAKI ES 8
I
.-I. P U B L Ii: R E L A T I O N S HEAD I
1::. P U B L I C R E L A T I O N S SECRETARY I
I
L. LEGAL FEES ( P / H R ) I
M. FOSTAGE/TELEPHONE/P W E I
N. CIJST1:lMS BROKERAGE I
I
O. GENERAL OFF I C E OVERHEAD eI

P. F I L M SHIPPING Ia
r T. OTHER Ia
1-1. OTHER 0I
V. ClTHER II
-----------------------------------:------------:---------------;--------------
I I
I I
.O
.; TOTAL GENERAL OVERHEAD:
-----------------------------------,------------:---------------:---------------
I
I I I
I
-<.:.
& ,1-
C"
(I(:) .
I 1I I
21. FINANCE I
I I
I
A. S ROE I I .05: .
4 0(1)0 000 (10 : 206 :)00. (I(
C.
n.
Cl~lMPLETI O N Bi:lNu-Nl:l
CONT 1NGENCY
CLAIMS
I
I
I
I
I
I
.a2751
.l:
4000000. 00 :
:33/.7.5[:) 2.:
00
:
.c)275:(4(~[~o[:)[:)(:).i)~:)) t
1 1 )(IC)C). (11,
33/-.75[:).
2:
.o(
I I I
I
-----------------------------------o------------:---------------:--------------.
GRAND TOTAL BELOW THE L I N E

-------------___------------------------------------
__------------------------ / -'7
I
I I I
I I(:) 11(-).529; .

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May 21, 1987
Mr. Stan Caterbone

Financial Management Group
1755 Oregon Pike
Lancaster, Pa. 17601
Dear Stan:
At your request I've investigated the requirements of the Comple-
tion Bond.
Bert Schneiderman of Worldwide Completion Services in New York
has given me a figure of 5+%, excluding contingencies, with a
50% No Claims Bonus. Since Bert also owns BonBon Payroll Service
he has agreed to waive the payroll fee if we use their bonding
service,
Requirements: They need copies of the budget and/or production
board, resumes for the director and producers as well as copies
of their contracts and any other production agreements which
have been completed.
Further they need to know when we will commence principal photo-
graphy, editing location and if we intend to have a distribution
deal up front.
I spoke to Jerry Vandersonde and Bill Hudson of DeWitt Stern In-
surance in Los Angeles, who were recommended by Worldwide. Since
I couldn't show him a budget or a script we did some educated
guessing and came up with a figure of approximately $75,000. The
Production Package policy should include: General liability, cast
insurance, negative film, faulty stock and camera processing,
props, sets, wardrobe, rented equipment, extra expenses, third
party property damage, non-owned auto, Errors and Ommissions
including a one year bond and a minimum workmen's comp policy
for anything that is not covered by workmen's comp.
I understand you're going to Wildwood this weekend. We need to
house a crew of about 60-80, production offices, catering service.
We'd like to get as many free extras as possible and need high
quality promo type giveaways. For screen credit, of course. If
you have any such contact we'll need mutant dolls (500?) and if
you can h ~ l pbrinq dow? lor~'<cn costs that would be great. I'm
tzikrng about beaches, aricsezents, the pier, parking facilities.
p:-ob~L TY -3 h?~?!'= f5=* 1
p k r SCII .
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FLAT
M s . E l l e n Libman
Power S t a t i o n , I n c .
4 4 1 b7est 53rd S t r e e t
New York, N.Y. 10019
Dear E l l e n :
B a r b a r a a n d I h a v e mapped o u t a s k e l e t o n s c h e d u l e f o r o u r t r i p
t o N e w York a n d I t h o u g h t I ' d s e n d i t o f f a n d see i f i t w o r k s
f o r e v e r y o n e e l s e . By t h e way, w e ' v e d e c i d e d t o s t a y i n N e w
York u n t i l T u e s d a y i n s t e a d o f Monday a s o r i g i n a l l y p l a n n e d .
Thursday A r r i v e a b o u t 3:OOPM. You h a v e t h e e x a c t t i m e

s i n c e y o u ' v e booked o u r f l i g h t s . Please let
u s know i f someone w i l l p i c k u s u p o r i f w e
should take a t a x i .
W e ' l l come t o Power S t a t i o n a n ? g i v e y o u a n d

Tony c o p i e s o f t h e s c r i p t a n d b u d g e t w h i c h w e ' d
l i k e you t o r e a d Thursday n i g h t .
B a r b a r a a n d I h a v e a d i n n e r m e e t i n g w i t h a Direc-
t o r of Photography.
Friday Leave f o r New J e r s e y i n t h e morning. D i s c u s s

s c r i p t and budget.
Meet Mayor o f Wildwood and b r i n g him a s y n o p s i s
o f s c r i p t which h e h a s r e q u e s t e d .
Meet w i t h S t e v e G a r e l i c k , t h e P r o d u c t i o n C o o r d i -
n h t o r o f t h e N e w J e r s e y F i l m Commission.
Look a t l o c a t i o n s .
-
Saturday S t a n C a t e r b o n e a r r i v e s i n N e w J e r s e y . Meet t h e
Sunday r e p from Maury's P i e r t o d i s c u s s l o c a t i o n costs.
Check o u t h o t e l s f o r c r e w a n d c a s t .
Monday L a s t m i n u t e S e t a i l s i n New J e r s e y .
L e a v e f o r Mew York a r o u n d n o o n .
Tuesday M e e t i n g s a t Power S t a t i o n f o r f i n a l d i s c u s s i o n s
about s c r i p t , budget, contracts, etc.
Tuesday A f t e r n o o n -L e a v e N e w York a p p r o x i m a t e l y 4 F Y t o a r r i v e
L o s A n g e l e s a b o u t 9PM.
I ' l l t a l k t o you a g a i n b e f o r e w e l e a v e
i n planning your schedules.
4334 STERN M..SHERMArd OAKS. C A 91
cc: S t a n C a t e r b o n e Page No.
(616) 107 of 534
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ADVANCED MEDIA B arbara
GROUP Peters Page 63 of 76 05.03.2007
FIATBUSH
F LMS,NC.
M s . Ellen Libmn
Power Station, Inc.
441 West 53rd Street
NAJ York, N.Y. 10019
D e a r Ellen:
Let's t r y it again. This time we are scheduled to leave Los Angeles

on Thursdzy, 3~124 =id r2tu.m t3 L3s Arigsles cii T~esZa-;., 2.,z?e 9. 3.e
f o l l m h g is a rough schedule.
Arrive a b u t 3:OOPM. Please l e t us know the exact

f l i g h t information as soon as possible so we can
arrange aAprt t r a n s p r t a t i o n here. L e t us h o w
if sa-neone will pick us up in New York o r if we
should arrarge t r a m p r t a t i o n to Power Station.
Also l e t m e krvJw what hotel we w i l l be booked a t
in New York so we can leave that information here.
We'll ccrne to Power Station for any discussion
r e g a r m the s c r i p t and/or budget.
Barbara and I have a dinner meeting with a D i r e c t o r

of Photography.
Friday Leave for New Jersey in the ~mrning. Meet with
Steve Gorelick, the Production Coordinator of the
New Jersey Film Carmission. Look a t locations.
Saturday Stan C a t e r b n e arrives in New Jersey. Meet the rep
-
Y r a n Maury's Pier t o discuss location costs.
Check out hotels for crew ard cast.
-
Iast minute d e t a i l s in New Jersey.
Ieave f o r New York a m u d m n .
Meetings a t P a e r Station f o r final discussions
about script, budget, m t r a c t s , etc.
Additional meetins in mrning i f necessary.
W v e New York appr-tely 4R.I to arrive Los
Angeles about 9R1.
Please l e t m hxx if y m have any additions o r changes. I ' l l probably
talk t o w u again on Wrday.
wards,
cc: S t a n Caterb31le
Barbara Peters Arlene
4334 STERN AVE., SHERMAN OAKS.CA 91423
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(818) 995-3417
FLATBUSH
F IMS,NClJ u n e 1 2 , 1987
Mr. Stan Caterbone

1755 Oregon Pike
Lancaster Pa. 1 7 6 0 1
Dear Stan:
As you requested here's a schedule for Project 4 4 1 (mrking t i t l e ) :

PFE-PrnCrION
June 28-Julv 11, 1987 New York
July 12-Sep't 5 , . 1987 New Jersey 8weeks
New Jersey 8 5 day weeks
POSFPRODUCTION
Nwenber 1-January 30,1988 New York
In order to s t i l l g e t the film made this season we've got to speed everythug
up. W e originally planned four weeks of pre-production in New York lxlt that's
rn longer possible. If we start June 28 we've got only ten weeks to g e t t h e
mutant effects going a d then w e ' l l have to schedule mutant scenes later in
the film i f they aren' t ready.
This schedule also takes us to October 31 f o r the end of the shoot, which means
we've got to schedule exteriors f i r s t , leaving the i n t e r i o r s f o r later in the
w e n t of bad weather.
S i x e we're on such a t i g h t schedule I can't r e a l l y break down the costs f o r

you because it w i l l a l l start h a p p n h g so quickly. W e ' l l imnediately have a
New York office, per dim, btel and coneacted fees f o r Barbara and myself.
W e ' ll h i r e a casting director, production manager, p r d u c t i o n coordinator ard
location manager, g e t the mutant e f f e c t s started a d begin hiring key personnel.
I f p check the m e t you'll see the actual number of weeks of employrent
f o r new. There w i l l be legal fees f o r pcepariq contracts. Wing those tm
weeks we' ll hopefully do mst of the casting.
4334 STERN A N . , SHERMAN OAKS. CA 91423

Stan J. Caterbone INTELLECTUAL PROPERTY Page No.995-3417
(818) 109 of 534
179
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IXlring the eight weeks of pre-production in N e w Jersey w e ' l l be m r m

with the art director, costane designer, s e t decorator, building s e t s ,
tying d m locations, e t c .
A week before shooting the f u l l crw w i l l be prepping. The editor w i l l
a r r i v e a t about t h a t lime and w i l l be mrlung on a rough cut during the
entire shooting period.
A t the close of production Barbara, the editor an3 I w i l l m e back to
New York f o r a three m n t h editing period a t the en3 of which we will
deliver the finished film, includmg d i s t r i b u t o r ' s requirements an3 the
MPAA rating.
As you can see this w i l l be very tricky but I s t i l l think we can do it

i f Barbara ard I are in New York no l a t e r than June 28.
Hope this helps.
cc: Tony Bongiovi

Barbara P e t e r s

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Advisory, Inc.
r C- 11. 7755 Oregon Pike Laocaster, PA 17607 777-569-4100
ftYAWCUI N A N I C r M t U I U O U P LID
PRESIDENT
May 29, 1987
Mr. Joel ~oidhammer

Sidel, Gonda, Goldhammer, Abbott
2 Penn Center
Suite 1800
Philadelphia, PA 19102
Dear Joel:
I received the enclosed correspondence regarding Power Station
Studio. I have yet to have a chance to review this, however,
I thought it might be helpful. Please keep all of this on
file as confidential and please do not make any communications
with anyone until I learn more about the situation.
Power Station does not know that I have you working on this
yet.
Good Luck.
a
Sincerely,
Stanley J. Caterbone
SJC:lmk
CC
encl

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L A W O f FICES w- --- L
SEIDEL,G O NDA, GOLDHAMMER& ABBOTT,P. C.

PATENT A N D T R A D E M A R K A T T O R N E Y S
S U I T E 1800 TWO P E N N C E N T E R PLAZA
P H I L A D E L P H I A . PA. 19102
ARTHUR H. SEIOEL TELEPHONE:(PIB) 5 6 8 - 8 3 8 3

J O E L S. GOLDHAMMER
-
MICHAEL P. ABBOTT 2 5 J u n e 1987 TELEX: 8 4 5 - 2 1 6
- C A B L E : SIPAT
T E L E C O P I E R . ( P I S I 568- 5 5 4 9
GREGORY J. LAVORGNA
G R O U P I , I 1 6 111
DANIEL A. MONACO -
R O 9 E R T H. HAMMER Ill EDWARD C . GONOA
THOMAS J. DURLING (1930- 1985)
STEPHEN J . MEYERS -
AMANDA L A U R A N Y E * OF COUNSEL
NANCY A. R U 9 N E R SYLVIA A. G O S Z T O N Y I
SCOTT J . FIELDS STANLEY H. Z E Y H E R
* D C 6 NY BARS ONLY
M r . Stanley Caterbone
FMG A d v i s o r y , I n c .
Eden P a r k I1
1 7 5 5 O r e g o n Avenue
L a n c a s t e r , PA 1 7 6 0 1
RE: Power S t a t i o n
Our F i l e : 7351-G
Dear Stan:
C
I h a v e now r e c e i v e d t h e r e s u l t s o f a s e a r c h
p e r t a i n i n g t o t h e above s u b j e c t . I have a l s o reviewed t h e f i l e
f o r w a r d e d w i t h y o u r l e t t e r o f May 2 9 . T h e f o l l o w i n g i s my
- a n a l y s i s and e v a l u a t i o n o f t h e r i g h t t o u s e "Power S t a t i o n " a s

d e f i n e d below.
As I understand the situation, your business c l i e n t ,

Power < t a t i o n S t u d i o , h a s , s i n c e 1 9 7 7 , o p e r a t e d a r e c o r d i n g
s t u d i o with a widely regarded reputation f o r providing high
q u a l i t y recording s e r v i c e s using s t a t e of t h e a r t equipment. The
e n c l o s e d r e p o r t r e v e a l s t h a t Power S t a t i o n s t u d i o h a s r e g i s t e r e d
t h e t r a d e m a r k "Power S t a t i o n " f o r sound r e c o r d i n g s t u d i o s . (See
Reg. No. 1 , 4 3 3 , 3 2 8 r e g i s t e r e d March 1 7 , 1 9 8 7 . ) You h a v e a s k e d m e
t o i n v e s t i g a t e t h e p o s s i b i l i t y o f Power S t a t i o n e x p a n d i n g t h e u s e
o f i t s mark i n t o m e n ' s a n d women's c l o t h i n g i n c l u d i n g b e a c h w e a r ;
and f o r audio and video e l e c t r o n i c s f o r consumers and
professionals. I have assumed t h a t t h i s l a t t e r c a t e g o r y i n c l u d e s
radios, television receivers, video c a s s e t t e recorders, a u d i o
r e c o r d e r s , compact d i s c players, turn tables, amplifiers,
r e c e i v e r s , t u n e r s , c o n t r o l p a n e l s , mixing b o a r d s a n d c o n s o l e s ,
among o t h e r t h i n g s .
B a s e d u p o n t h e r e s u l t s o f t h e e n c l o s e d s e a r c h , i t is
my o p i n i o n t h a t i t w o u l d b e i n a d v i s a b l e f o r Power S t a t i o n , I n c .
t o u s e i t s m a r k f o r c l o t h i n g a s a f o r e s a i d . T h e b a s i s f o r my

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- ~A
Mr. S t a n l e y Caterbone 25 J u n e 1987
o p i n i o n i s R e g i s t r a t i o n No. 1 , 4 3 1 , 2 4 2 r e g i s t e r e d M a r c h 3 , 1 9 8 7
f o r "Power S t a t i o n " . The r e g i s t r a n t c l a i m s a f i r s t d a t e o f u s e
of A p r i l 3 , 1986 f o r women's c l o t h i n g i n c l u d i n g swimwear a n d
o t h e r goods as l i s t e d .
A l t h o u g h y o u r c l i e n t h a s a s t r o n g r e p u t a t i o n , and
a l t h o u g h i t h a s p r i o r i t y of use f o r t h e mark, t h i s r e g i s t r a n t h a s
a s t r o n g p o s i t i o n f o r arguing t h a t it has superior r i g h t s f o r
women's c l o t h i n g . One w o u l d n o t o r d i n a r i l y a s s o c i a t e c l o t h i n g i n
a n y way w i t h r e c o r d i n g s t u d i o s e r v i c e s . Thus, your c l i e n t ' s
r i g h t s i n i t s mark d o n o t a p p e a r t o d o m i n a t e t h o s e o f t h e
registrant's. A c c o r d i n g l y , u s e o f t h e Power S t a t i o n m a r k f o r
women's ( o r m e n ' s ) c l o t h i n g w o u l d i n v o l v e a s i g n i f i c a n t r i s k o f
being accused of trademark infringement.
Use o f t h e P o w e r S t a t i o n m a r k f o r c o n s u m e r a n d
p r o f e s s i o n a l a u d i o a n d v i s u a l e l e c t r o n i c e q u i p m e n t r a i s e s some
i s s u e s , b u t o n t h e w h o l e I am o f t h e o p i n i o n t h a t i t i s
permissible. Again, I assume, a s I have been informed, t h a t t h e
Power S t a t i o n s t u d i o i s w e l l known a n d d o e s h a v e a g o o d
r e p u t a t i o n f o r its e x i s t i n g s e r v i c e s . G i v e n t h a t , i t s movement
i n t o e l e c t r o n i c equipment s h o u l d be p e r m i s s i b l e . Here t h e g o o d
w i l l a s s o c i a t e d w i t h i t s c u r r e n t s e r v i c e s c a n b e more r e a d i l y
extended to audio v i s u a l e l e c t r o n i c equipment.
T h e s e a r c h r e v e a l s t h a t M a n v i l l e C o r p o r a t i o n ' s Ken
C a r y l R a n c h i s t h e o w n e r o f t h e mark " P o w e r S t a t i o n " f o r b a t t e r y
o p e r a t e d emergency e l e c t r i c a l power s u p p l y u n i t s . S e e Reg. N o .
1 , 0 4 0 , 3 9 8 r e g i s t e r e d May 2 5 , 1 9 7 6 a n d c l a i m i n g a f i r s t d a t e o f
u s e o f November 2 3 , 1 9 7 0 . I n my o p i n i o n , a u d i o v i s u a l e l e c t r o n i c
equipment c a n be c o n s i d e r e d to be s u f f i c i e n t l y u n r e l a t e d t o
emergency e l e c t r i c a l power s u p p l y u n i t s t o a v o i d a l i k e l i h o o d o f
c o n f u s i o n even though t h e marks a r e i d e n t i c a l .
I r e a c h t h e same c o n c l u s i o n r e g a r d i n g t h e pending
a p p l i c a t i o n by E l e c t r i c a l C o n d u c t o r s , I n c . for a multiple outlet
power s t r i p .
A c l o s e r q u e s t i o n is r a i s e d b y G o u l d ' s S u p p l e m e n t a l
R e g i s t e r r e g i s t r a t i o n f o r Power S t a t i o n f o r m i n i a n d
microcomputers. G o u l d ' s mark i s r e g i s t e r e d o n t h e S u p p l e m e n t a l
R e g i s t e r u n d o u b t e d l y b e c a u s e "Power S t a t i o n " a s a p p l i e d t o
computer equipment is considered to b e d e s c r i p t i v e . A
Supplemental R e g i s t e r r e g i s t r a t i o n h a s none o f t h e p r o c e d u r a l
benefits of a Principle Register registration. Moreover, i f
G o u l d ' s u s e of t h e m a r k is l i m i t e d t o a p a r t i c u l a r m a r k e t w h i c h

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Mr. Stanley Caterbone 25 J u n e 1987
is d i s t i n c t f r o m y o u r c l i e n t s , t h e r e d o e s n o t a p p e a r t o b e a
likelihood of confusion. T h u s , G o u l d may b e s e l l i n g i t s
computers i n t o a s p e c i a l i z e d commercial market i f i t is p r e s e n t l y
s e l l i n g computers a t a l l .
Next I c a l l y o u r a t t e n t i o n t o t h e f a c t t h a t s e v e r a l
r a d i o s t a t i o n s have a d o p t e d and a r e u s i n g t h e t r a d e m a r k "The
Power S t a t i o n " i n various c i t i e s throughout t h e United S t a t e s .
Conceivably, t h e s e radi'o s t a t i o n s c o u l d o b j e c t t o t h e
i n t r o d u c t i o n o f consumer e l e c t r o n i c s i n t o t h e i r m a r k e t a r e a on
t h e g r o u n d t h a t t h e u s e o f t h e s a m e mark i m p l i e s s p o n s o r s h i p b y
them. I n o t e t h a t a l l o f t h e s e m a r k s were r e c e n t l y r e g i s t e r e d ,
and I s u s p e c t t h a t a l l of t h e s e r a d i o s t a t i o n s are r e l a t e d or
c o m m o n l y owned. I a l s o s u s p e c t t h a t t h e a d o p t i o n o f t h i s ark
may b e o f r e c e n t v i n t a g e . Thus, your c l i e n t i n a n y n e g o t i a t i o n
w i t h t h e s e p e o p l e would h a v e t h e a d v a n t a g e o f b e i n g a p r i o r u s e r ,
and t h e r e l a t i o n s h i p between r e c o r d i n g s e r v i c e s a n d e l e c t r o n i c
e q u i p m e n t o n t h e one hand and r a d i o s t a t i o n s e r v i c e s and
e l e c t r o n i c equipment on t h e o t h e r hand is a t l e a s t c o - e q u a l .
Thus, y o u r c l i e n t should have t h e dominant p o s i t i o n .
I n v i e w o f t h e f o r e g o i n g , i t i s my o p i n i o n t h a t T h e
Power S t a t i o n s h o u l d n o t a d o p t o r u s e "Power S t a t i o n " f o r men's
a n d w o m e n ' s c l o t h i n g , b u t i t may a d o p t a n d u s e t h e m a r k f o r
p r o f e s s i o n a l and consumer e l e c t r o n i c s a s d e s c r i b e d above w i t h t h e
u n d e r s t a n d i n g t h a t t h e m a t t e r is n o t e n t i r e l y w i t h o u t d o u b t a n d
issues could arise. I t i s , h o w e v e r , my o p i n i o n , b a s e d u p o n t h e
f a c t s p r e s e n t l y a v a i l a b l e to me, t h a t The Power S t a t i o n , I n c .
should p r e v a i l i f those issues a r i s e .
I f you have any q u e s t i o n s c o n c e r n i n g the foregoing,

p l e a s e f e e l f r e e to c a l l me.
With k i n d e s t p e r s o n a l r e g a r d s ,
Sincerely yours,
SEIDEL GONDA, GOLDHAMMER

& ABBOTT, P. C.
JOEL S . GOLDHAMMER
JSG:mp
Encl.

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JOINT Vf%TUilE PAKTICIPATICft AND CQflMBUTIQU
The u n d e r s i g n e d , i n t e n d i n g to be l e g a l l y bound, i n c o n s i d e r a t i o n o f h i s
adInissim as a p a r t i c i p a n t in the j o i n t v e n t u r e t o be known as "PWER PRO-
DUCTIONS I" an3 r e c e i p t o f a profit/loss d i s t r i b u t i o n s h a r e of % of

such j o i n t venture, hereby d e c l a r e s ard aclcmwledges h i s i n t e n t to participate
i n such j o i n t v e n t u r e and hereby covenants and a g r e e s to a n t r i b u t e t h e sun of
$ to t h e c a p i t a l o f such j o i n t venture, which sum s h a l l c o n s t i t u t e

h i s i n i t i d c a p i t a l account i n such j o i n t venture.
T h i s L e t t e r of I n t e n t is e n t e r e d i n t o by t h e u n d e r s i g n e d upon t h e
following general under stand ing :
Power P r o d u c t i o n s I w i l l be a j o i n t v e n t u r e t o be
formed u n d e r t h e l a w s of P e n n s y l v a n i a , h a v i n g t h e
.,
s p e c i f i c purpse t o i n v e s t (loan) its funds t o MUTANIA
PRODUCTIONS, INC. to finance such c o r p o r a t i o n ' s
production o f a motion p i c t u r e . The j o i n t v e n t u r e
s h a l l r e c e i v e f u l l repayment o f i t s i n v e s t m e n t from
MUTAXIA PRODUCTIONS, I N C . b e f o r e the d i s t r i b u t i o n o f
any p r o f i t s to any party. T h e r e a f t e r , t h e j o i n t v e n t u r e
s h a l l r e c e i v e 50% o f t h e p r o f i t s from s u c h m o t i o n
p i c t u r e , o f which 85% s h a l l be d i s t r i b u t e d t o t h e

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mn-managing joint v e n t u r e r s ( i n c l u d i n g t h e under-
s i g n e z ) and 15% s h a l l be d i s t r i b u t e d t o S t a n l e y J.
C a t e r b o n e a s t h e Eanaging J o i n t V e n t u r e r o f Power
P r o d u c t i o n s I. Tbe j o i n t v e n t u r e s h a l l have a r i g h t o f
f i r s t r e f u s a l to finance t h e next movie p r o d u c t i o n o f
MUTANIA PRWKTIONS, INC. and/or ' I W Y BONGIOVI .
Tfte ckdersigned qrees t h a t he w i l l execute and d e l i v e r a counter-

c o u n t e r p a r t o f t h e j o i n t v e n t u r e agreement (which s h a l l be c o n s i s t e n t with the
a b o v e g e n e r a l u n d e r s t a n d i n g ) and t h a t h e w i l l execute and del'iver dl doc-
unents required f a r t h e j o i n t venture to elect not to be t a x e d a s a p a r t n e r -
ship.
Contemporaneous w i t h t h e execution o f t h i s Letter o f I n t e n t , the under-
r-3
signed is cmntributing 10% o f h i s total agreed c o n t r i b u t i o n , or $ .
3 -
w i t h i n f i f t e e n ( 1 5 ) days f r a n t h e d a t e hereof, time being o f t h e essence, t h e
undersigned s h a l l m n t r i b u t e t h e 90% balance, or $ . Such c o n t r i-
b u t i o n s h a l l b e h e l d by S t a n l e y J. Caterbone a t i n t e r e s t , pending campletion
of alL n e g o t i a t i o n s ard execution ard d e l i v e r y of iii documents w i t h MuTA~IA
PRODUCTIa~S, INC.
I f s u c h n e g o t i a t i o n s , d e l i v e r y , and execution are mt m ~ l e t e dw i t h i n
t h i r t y (30) days a f t e r the f u l l c o n t r i b u t i o n is made, the e n t i r e c o n t r i b u t i o n ,
w i t h all i n t e r e s t earned thereon, s h a l l be returned to t h e d e r s i g n e d without
demand. S t a n l e y J. Caterbone s h a l l ' be r e s p o n s i b l e f o r c o l l e c t i o n , receipt,
i n t e r i m i n v e s t m e n t and management, and u l t i m a t e investment or r e t u r n of a l l
f d s m t r i b u t e d , and s h a l l be t h e Managing J o i n t V e n t u r e r o f t h e j o i n t
venture.

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The u n d e r s i g n e d h e r e b y a u t h o r i z e s and anpokers S t a n l e y J. Caterbone to
n e g o t i a t e , execute, and d e l i v e r a l l d o c u m e n t s n e c e s s a r y or r e q u i r e d t o
implement t h e j o i n t v e n t u r e p u r p s e and to t a k e all other a c t i o n s an3 n q o t i -
a t e , execute and d e l i v e r a l l o t h e r d o c u m e n t s n e c e s s a r y or d e s i r a b l e t o
implement or e f f e c t u a t e t h e j o i n t v e n t u r e pnpose.
SIGN
NAME: ( L . S . ) Date: May ,1987
NAME:
q ADDRESS:
CITY: STATE: ZIP:

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RICHARD C. FOX, PC.

ATTQRNEYS AT LAW
1015 ROBERTj VALLEY ROAD
HARRISBURG, PENNSYLVANIA inlo
RICHARD C FOX'
('ADMn'TED ALSO FLORIDA)
May 20, 1987
Mr. S t a n l e y J. C a t e r b o n e
Eden P a r k 11, 1755 Oregon ' p i k e
L a n c a s t e r , PA 17601
For P r o f e s s i o n a l S e r v i c e s rendered i n connection w i t h

Power P r o d u c t i o n s I , i n c l u d i n g c o n f e r e n c e , p r e p a r a t i o n o f
L e t t e r o f I n t e n t , a n d e x p r e s s m a i l i n g , .and f o l l o w - u p t e l e p h o n e
check.
P r o f e s s i o n a l Fee
8
UdP.S.

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Ted Gotnillion, President

Page No. 188
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Gomillion: mini-major in the heart of Hollywood

O N F OF; the rtlo\r inlereclirlg <iomillron also cpent time on weightr and jacurr~ ts a\ailahle
"\tarc~ol-the-art" facrlit~es in By Ron Krueger \ u c h T V \eriec as "fhe lo production execirtl\es u o r k ~ r ~ g
lioll!uood IS rlie (;ornrllron Monroes". "Follow The Sun", long hours.
St~rdro\,Ireaded h \ lilrn ~ r ~ t l u r t r ! and "Jessie James". -<iornillion own5 all of II\
phrase ' n ~ i n i - r n a j o r ' . " \ard
veterarl Ted (iomrllion. Ted Gomillion wac the firct to burldrngc and tand, uhlch are o n
Gon~rllron rn d c t c r ~ h i n g his
The cry-hurlding cortiplex develop a mobile sound stlldio, a McC'adden Place In Ilollyuood
\I\I~IOS.
prov~de\otle o l the mort techr~o- specla1 trarler urlrt that 15 w ~ t h ~ an short distance from
(;omillron production chief
logically ad~anccdcourid \\age\ equipped to project "dailies" nlarl) nlajor labc, sound stagec.
Adan1 (buck added tliar, " A l l
alorig with a 46-IIIIII burldrng and provide orr-locatior~"loop- Set and c o \ t u m e rerltal
they hare to do IS L.ortle in wrth a
contalnrng officec and editing rng". companies and an excellent breu
scrrpt and they can *alk out o f
\uites "Our unrque units hare o f the world famou\ "t4olly-
here wrth a lir~rshedproduction.
The sound stage hac a 45-foot- proven to be a ver) valuable aceet mood" cigr~which trtr in a \lately
We have done w o r k l o r
wide. floor-to-ceilrng \creen. arid have become a lucrati\e poeirron high in the tlolly\rood
cotnpaniec l'rorti all around the
ceare 150 people and i e one o l the \ o u r c e o f revenue." \ard Hill\.
world, I t a l y , Mexico. The
few re-recording ctagec arourid (iomillior~,who offered that the The latect connection thar
Philrppinet. the UK and rtlany
the world that 1s capahle o f units habe been ured or1 Tiltnc entrepreneur (i01111111011 ha\ jet
tnore."
handling any type o f f i l m such as Sam Peckinpah'c "Jr up to round out hi\ lacllit) I\
Ciomillion al\o taid. "LVc rake
format. including 70mrn six- Ronner"; "Get-Away"; called I'oct I'ro ( oriiplerror~ IIIL.,
great prrde 111 our wtirk.
track discreet. or video. (it)lduy~l'\ "(ira\\tiopper". *I11ct1 I\ 21 l r r l ~ l r l ~ l r kl g
e\pec~allvnur looprr~gfacrlity lor lllll ~~llll\
C o r ~ ~ p l e n ~ e r ~the
t r r ~ g\ophr\tr- "The Cir~ccon~ (;ango; Harhrn v.III gi\c u\ a conlpic~c;Irrarlpe-
foreign lilrnc."
cated projection sy\teni 15 an Strercand'c "The blaln E \ e r ~ t " : rllerlt
(iornillion'c experience in the
equally advanced cout~d and "Too 1 ate r h e I i e r o " ;
film industry cpanc 3 0 years a r ~ d
dubbing syctem which provides r t ~ c l u d e s e x p e r i e n c e "Grizzly Adarns" arid "Tom
111
Good investment
flexibilitv and extremely accurate "Any film\ that hake had
product ron and post -production Horn". The round units have
reproductron for re-recording or also been used by such television major filming completed and u e
at hl(;M. Drcney. rodd A - 0 .
playback o f anv eound format. C'olu~tihia. Warner. lInlrer5al. shows as "Canney - . & Lacev" and -
feel that there i c a eood invest-
Paramout~t and 20th ('enturq "C'hipc" nient, our new financial agrec-
Fox. The (joniillion Studioe facrlr- metlt will give Ciomillion the
"We provide e\ery \errice. The executi\c filni-milker tles are SO coniplete that each 01 opportunity o f linichrng the
frorii pre-production. cound spent seven years at the Fox r r c prc>ductronollicec can he (u\t post-production." caid
stage connectlone, location Studior, earned t w o Peahody about uced to live In while Gomillion.
\I~c>oting and all po\t- Award\ for excellence, and was production i c in progress. kach I \ "We \\rII ccir~lrr~rrc to cxpar~ll
production. I n other words, we rnvolved with such notable equ~ppedu i t h a hart1 and kitchen and add Inore properr\, hrrt ;]I
prorrde all cervicec and facilitiec productions as "Rally Round area and there ic also R rectarrratlt rhe moment. ire oller O I I ~ ot the
as the major jtud~oc around The Flag Pole". "State 1-arr". and catering f~~cilr ~I v
ir~
. c r t '~IIII~I-\IIIL~I~I\'ITI the
town, hut at 3 fractiori o f the "let's blake Lore". " F l a ~ i i ~ n g Addit~onally, a \ n u l l exerchc hu\ine\\ and rrght III the r ~ l ~ ~ i d l e
co\t. That's why we corned the Star" and "Way Way Out ". room complete u r t h rauna. 01 Clollvwood."

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DOCUMENT DIVIDER

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POWER STATION STUDIOS "THE
VALUATION FIRST DIGITAL
IN CHAPTER MOVIE"
11 CASE JOINT
17-10615 VENTURE
EXCEEDS $50FILE Copyright
MILLION 1987
DOLLARS
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Tony Bongiovi STATATORY
Caterbone and Tony Bongiovi
DECLARATION
INTELLECTUAL Page
Page
PROPERTY Page No.1191
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POWER STATION STUDIOS "THE
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Stan J.
Tony Bongiovi STATATORY
Caterbone and Tony Bongiovi
DECLARATION
INTELLECTUAL Page
Page
PROPERTY Page No.2192
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DOCUMENT DIVIDER

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US District Court For The Eastern District of Pennsylvana Section 3189 Federal False Claim Act

Property of Advance Media Group
No. 194
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Page 2671 of 2953
SUNDAY
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2016
10/19/2006
Total
Name * $0.50 $5.00 Shares
.
Bavera. J e r r y
Braverman, Richard
Caterbone, Stanley 40000
Clark, Glenn
Coho, T h e b e 8 .
H a r t l e t t , Michael 40000
Kauffman, Robert 60000
Kennedy. David
Long. Robert
Loss, Alan
Loss. Nathan
Ncnell, Linda
Oischger, Donald E.
Paneros, Pete
Podlasek, Richard
Radcliffe. Harry
Ray, Kenneth
Robertson, Scott D.
Roesser, Steve
Royer, Carolyn D
Trump, Richard C.
Trump, Richard L.
Umiker , Nora A.
Volpe. Gary
Volpe, Richard J . '
Total Shares 140000 65000 35000 5500 245500

Total Capital $70.000~$162,500 $122.500 $27,500 $382,500
Raised
Offering Memorandum 45000 35000 40000

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n Park II. 1 1 5 9 O r w o n PI*. L a n c a e r , PA 1Ywr

W*W,II YIUS,*I*I c 1694100 1 0 0 - S l $ J S L 7 U 1 D i n - i I 2 4 [PA o n w
ROBERT E. KAUFFMAN
PRESIDENT
Mr. stanley C a w
554 BerEley mad
Stone New Jersey 08247
Dear Mr. Ca-
We, the Board of D i r e s t o m , are in ramipt of y~ note offer-

to sell shares or rn back to the oorpcaation.
A l l u i me to first address the easy points of your pro-1:
1. William Um&x does mt, at this -, desire to cash out h i s
2. We w i l l never cuqmw~teany ex-staff psaple for any reason.
3. W w i l l not give you one share of Trl: stmk for nostalgic

reasons as we dd rat want any dissident stcckholders in our
Alture. Flhen we buy s M c , it will be the entire ammt.
4. W y , you feel strongly abart yrur debt to Bill Johnson

a d want it to be paid. So do we. You also have several
other d t o r s who we wculd like to see paid. To be sure
that they are paFd, we will dsdud their paynent f m m any
pmcsds. A t t a w you will f i r d a l i s t t h a t w e n a ~ h o u
abart.
As for the price of the &xk, we are willing to pay $2.50 per
share for 40,000 shares and $5.00 per share for ycur 400 shares or
$102,000 less debts* lhat is what we are w i l l * to pay this W!
rn the future, will mibe the price by:
1. 2he build up of any debt, costs, interests and penalties
2. 'me continued defmtion of our corporate nan!e will reduce

its value
3. Dur time
penaingbjnlauptcy
-
ask in c l e a l i q with either -pr -* -
your

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Please Sr aa~ised.+ &

t tm this p i n t we have tried to urderstand
cirumstances, W i v e s an3 corditions to your actions. In Lne
flhrce, we w i l l not be unjersming.
We prepsred to purstw aimiral for attempted

enkezzlemnt (we have che~=& to prwc it), bLPglJTY. ,theft '
~ z z l
~ d'~&Yye
~ i t -xi* a J q g ~ ~ x 1 s oterm,
n E!e aadviSea that Ure
sli&test p r v v ~ ~ i l t i oof
n m l r m q n r a t l n n will result in tho filinj of
the &bVe mfs, '&e filiny o f Chargffi ha^ rmthirq tn dn with this
negotiation. It has to do with amtinued kritten ard v-1
assault lfeon cur ffm.
w a n t l y , any a l e of sta2k will also n q u k e an agreanent

not to dcf- cur firm and a covenant kMch settles any all
claims aguinst the corporation.
stan, our skirrurte is that t d y you would raceive ahout $55,000
for ycur s M c m a11 cmlitors are paid. Y w , or course, have the
option to hold your stock hlefinitely, offer it to us at a later
time or R 131t~m repmsentative offer it ta us. It is up to
ym. You have ax best offer.
Board of DinXtom
FinaMial ~~t aL-cup, m.

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Carol Andrews 228 N. Reservoir St. . (717) 394-2327 - H

Lancaster, PA 17602
Nancy Arment R#6, New Danville Pike (717) 872-9355 - H
Lancaster, PA 17603
P67
Thomas P. Asselin 1030 Oakwood Drive (813) 736-6905 - 0
Dunedin, FL 33528
(Planner)
LLA Robert Bakeman 701 Market Street (717) 523-3228 - 0
Lewisburg, PA 17837
(Planner)
J. B. Financial Services (717) 523-3228 - 0
M75 Jerry Bavero 21 South 4th Street
(Manager) Lewisburg, PA 17837
125 Colonia Crest Drive (717) 299-0175 - H
66T Richard Braverman Lancaster, PA 17601
(Planner)
Assoc. Financial Planning (215) 775-9900
XXZ Daniel Brown 401 E. Lancaster Avenue
(Planner) Shillington, PA 19607
515 Crestview Avenue (717) 354-5083 - H
Shelly Burkholder New Holland, PA 17557
2323 New Danville Pike (717) 872-9081 - H
M37 Stanley Caterbone Conestoga, PA 17543
(Planner) 221 Lincoln Way East (717) 267-1426 - 0
RRJ Rodger Cornelius Chambersburg, PA 17201 (717) 485-4814 - H
(Planner) 322 North 2nd Street
McConnellsburg, PA 17233
7241 Ohms Lane, Suite 270 (612)" 835-7715
Edina, MN 55435
28C Timothy Cummerford
(Planner) 2733 Lititz Pike (717) 569-1875 - H
Lancaster, PA 17601
Peggy DeMarco
320 Royal Road (717) 274-8569 - H
Lebanon, PA 17042
66M Todd Dellinger
(Planner) Post Office Box 418 (717) 780-4965 - 0
Planner Mechanicsburg, PA
Fred Fischer 17055 (717) 766-0914 - H
(Fee-only (717) 627-3376 - H
2034 Main Street, Apt. 4
Rothsville, PA 17543
Bonnie Goodman

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CCA Michael Hartlett 2866 0'Henry Circle (717) 898-8940 - H

(Planner) Lancaster, PA 17601
Harold Hoover
(Corp. Svcs)
Lisa 54 N. Cedar St., Apt. 3

Lititz, PA 17543
XX4 Robert Kauffman 1306 Beaconfield Drive
(Management)
Lancaster, PA 17601
QQA David Kennedy 3900 Skippack Courtyard
(Planner) P.O. Box 910, Suite 3
Skippack, PA 19474
164 Bechtel Road
Collegeville, PA 19426
YYR
P. Alan Loss 1731 Glenbrook Avenue

26W Jeanne McCanna American Asset Management
(Planner) 1730 Plymouth Road
Suite 204 Minnetonka,
MM 55343
27A Peter McClellan American Asset Management
. (Planner) 1730 Plymouth Road
Suite 204 Minnetonka,
MM 55343

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ont Street Suite 102 (717) 627-3238 - H

Harrisburg, PA 17110
Hank (Sports
Promotion) 423 West Orange Street
(717) 293-9370 - H
Kline
46 (Accountant)
6 Lancaster, PA 17603
Lynn Sc (215) 584-5600 - 0
ot
la
Kreid nd
Ro (215) 489-6065 - H
ad
er Qu
ar
ry
Peter vi
ll (717) 786-4443 - H
e,
Labell PA
17
56 (717) 232-8850 - 0
a 6
23
11 (717) 232-8850 - 0
Bruce No
rt
h
Fr (717) 392-0839 - H
Larki on
t
St
re
et (717) 397-3825 - H
n Su
it
e (612) 546-2002 - 0
10
Rober 2
Ha
rr
is (612) 546-2002 - 0
t bu (612) 922-3874 - H
rg
,
PA
Long 17
11
0
23
11
No
rt
h
Fr
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44G Dennis Morgan One Bacton Hill, North (215) 640-1880

(Planner) Suite 201
Frazer, PA 19355
Thomas Mueller 1001 University Drive (814) 237-5557 0

(Planner) State College, PA 16801 (814) 364-9410 H
Michael O'Brien Post Office Box 234 (717) 691-1232

(Planner) Harrisburg, PA 17011
Greg Oleksa 424 North (717) 291-9244
Duke Street
(717) 393-0457
John Pennewell
26M
R2139 Swarr Run Road (215) 775-9900
Lancaster, PA 17601
Richard Podlasek Assoc. Financial Planning

(Manager) 401 East Lancaster Avenue (717) 898-7297 - H
Shillington, PA 19607
Peter Poneros 3312 Cochran Drive (717) 569-2854 - H

CC6 (Broker) Lancaster, PA 17601
John Pouliot 610 Apple Road (717) 392-8881 - H

(Insurance)Lancaster, PA 17601 (717) 397-8062- 0
27B
Harry Radcliffe 880 Louise Avenue (717) 285-7401 - H
(717) 295-1384 - 0
Kenneth Ray 3615 Columbia Avenue
(Broker) Lancaster, PA 17603 (717) 872-5202 - H
55E
Mona Rishel 1630 Oregon Pike (609) 654-4073
(Fee-only Planner)
88T Lancaster, PA 17601
(717) 299-6519 - H
Stephen H. Roesler 28 Coates street
LLX
(Planner) Medford, NJ 08055
(215) 275-2391
Scott Robertson 2519 Chestnut Ridge Drive
27L
(717) 949-2116 - H
Salamone Salvatore 615 Linda Lane
(Planner) Norristown, PA 19401
22A
Henry W. Schmalzer Box 586, Route #1
(Insurance)Newmanstown, PA 17073
SSK

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28Q Richard Schuman 1755 Oregon Pike (717) 569-3393 - 0

(Sales Assistant)
Lancaster, PA 17601
313 Barry Schuttler 5501 Twin Knolls Road (301) 992-3446
(Planner) Suite 101
Columbia, MD 21045
UUZ Roy R. Sherbahn 639 Wyncroft Lane #2 (717) 291-1290 - H
(Insurance)
Lancaster, PA 17603 (717) 393-1752 - 0
Larry Sherman 1915 Rockford Lancaster, PA 17601
Post Office Box 557

SSD Richard Trump (Planner) Skippack, PA 19474 (215) 489-2447 - 0
3841 Lywiski Road Collegeville, PA

19426 (215) 489-1989 - H
Thomas Tucker 221 Lincoln Way East
J96 (Manager) Chambersburg, PA 17201 (717) 267-1426
Gail Turner 7241 Ohms Lane, Suite 270

27G (Planner) Edina, MN 55435 (612) 835-7715 - 0
Thomas Turner 4500 Moorland Avenue

030 (Planner) Edina, MN 55424 (612) 922-7300 - 0
Richard Volpe 3900 Skippack Courtyard

TTK (Manager) P.O. Box 910, Suite 3 (215) 584-5600 - 0
Skippack PA 19474
2447 Schlosser Road, Box 88
Cedars, PA 19423 (215J 584-5628 - H
Keith Waters 204 Queens Gate

HHM (Planner) Lititz, PA 17543 (717) 627-4015 - H
204 Queens Gate
Stacey Waters Andy Lititz, PA 17543 (717) 627-4015 - H
Wesler
(Case Writer)
23M (717) 293-9298 - H
Kathy Ziegler 622 Wyncroft Lane #11
(Broker Assistant)
Lancaster, PA 17603

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1ST STOCKHOLDERS MEETING
< /
Welcome folks, to our first meeting. Does anybody mind if we record this? It tltesn't
matter whether I do or not; sometimes we record them, most of the time we erase them.
It doesn't much matter but that way we don't have a problem with what is said, what is
not said - after talking with our attorney, we have to get some disclaimers out here. I
have told most of the people here that if you are here, we have to assume you have
already bought stock. You are all currently stockholders.
We don't have checks, but we have settlement dates coming up and firm commitments to
buy. So, if you are in this room, you are bought. The reason we need to clarify that is
because if we are talking to potential investors instead of stockholders, there are certain
things we can't talk about because they would be an addition to the offering
memorandum, which we can't be making representative additions to that and be held
accountable for them. So, the first thing we are saying is we are all stockholders; this is
all between us; it needs to stay in this room. We really can't be giving inside information
to investors; if some of you are going to talk to other investors, it can't be things that we
have talked about as stockholders without all of us having some accountability in that.
So, this is just between us and this is really prepared to talk about anything under the sun
that you have an interest in. I would imagine if I just let you ask questions, we would
get around to most everything, or I could just ramble, but it would probably be better to
start with the things that are of most interest to you. Like I say, there is nothing that is
not fair gain that we are willing to talk about.
*
I would like to be a little more specific if I can because this is the first time I've met
most of the people here. Assuming we are all stockholders, in what percentages? Who's
what?
Well, in this room, Jerry, roughly all of these people have talked about 10,000 shares, the
same as you have. Nobody has talked about any more than that, except for Mike, Stan,
and myself.
We did want to talk ________________________________ . Oh, gee. We tried to use ____

I don't have ___________ . I have one. Well, Steve's going to want t
talk to me. I know that because you said something to me. Well, let me go get ______
We are not intending to raise so much money as we put in the offer. The reason that

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I
we added a whole bunch of shares at $5 was simply because, if we decide to raise some
more money in the future, we would have to go through the expense and aggravation of
doing another memorandum. So, we tacked on another 100,000-150,000 dollars of stock
available just for the sake of having it to sell in case we needed it and thinking it might
save us some money. So, we just went ahead and did the offering for 467 or something;
we could go up to 500,000 on that type of an offering without a problem. It didn't cost us
any more to do it for 367 than 225, so we just said let's add some shares on here.
Is there any indication so far of what the interest is out there? Well, I would say this at
250, there is interest beyond - what is available share. I mean I am convinced that at 350,
there is known interest for maybe half of what we've got available at 350. At $5 we have
some people, 1,000-2,000 shares - fives and tens from people's clients mostly. Stan has a
couple; I have a couple; Mike has a couple. It's my personal intention to buy some stock at
$5 when this is all said and done for my own account. So, I am saying that I don't think
there is known interest for more than 15-20 percent of what we have at $5, but we do have
people that are going to buy at $5. It is my belief that as soon as we are over having the
insiders get whatever interest they want that the market is going to be at $5.
It was my understanding also that there was going to be options available to preserve a
percentage interest. Am I correct on that? Well, the options as such, probably not. But,
everybody would have the option of buying additional shares when we go out for more
capital.
Do you have the right of fresh refusal? Yes, definitely - to maintain ____________ . The
official, what you would use when you do that, I believe is what is called a warrant. We
would give everybody a warrant to buy enough shares to preserve their ownership. It is
not our intention to dilute anybody, although the memorandum will have stuff all over it
about dilution. The way you get your interest diluted, of course, is that we decide at
some point in time that we need an extra $300,000 for whatever, and we decide we are
going to raise it in the form of equity. We go out to raise that and if we don't come forth
and buy whatever percentage we own of that new equity, there is going to be some
dilution. The good part of that is that if we raise 300,000, we ought to have more assets
if we buy anything hard with it, which raises the book value of the firm, which raises
what your stock is worth. So, you don't dilute your investment, but you do dilute

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your percentage when we go out with more. We may never do any more because,
frankly, nobody is more concerned about dilution than I am.
Just like you said, Jerry, 5% is what we had talked about originally - each one of us have
been diluted already. Well, we diluted ourself in the memorandum by adding the
additional shares just like everybody else. It's not as though one is getting and one is not.
The same percentage dilution.
I want this stated for record because, again, I want to know what is going on so I can
explain it to my investors. To give an example, I had talked to other people who have
already received your business plan. They said, Jerry, you are telling me about this figure
but your name is not mentioned anyplace. I said, well, it is in fine print on the
________________________ . My point is this, is everybody in the room currently contributing
capital? Is there anybody that is receiving shares that is not contributing capital. No,
everybody in the room is committed to paying for stock. By virtue of the fact that they are
sitting here, and I told them they couldn't sit here unless they are committed to buy stock.
Then, according to the business plan there is going to be no debt. Is that still holding
true? That's true right now. Jerry, there is only - I want everybody to understand that
we've had some talk about this. I am personally opposed to debt. I have a problem with it.
Do you mean in general or just to start the firm? I am generally opposed to being in
bondage to a bank or financial institution and having somebody telling me how to run
this business. Now, that does not mean that I am so inflexible on that issue that when we
need more capital that I won't consider debt right along with equity, that I won't consider
lease right along with everything else. It may be the only alternative. If we get out here
and we need a half million dollars for a computer system to do our own payroll or
something like that - I used that as an example before - and we have a choice of all
coughing up more money to keep our interest, or selling stock and diluting our interest to
the point where there is no control of the firm, or having some debt - it may be that debt
is the best alternative. If it is, that's where we are going to go. But I want to go as long
as we can without debt.
Why don't I just summarize what we are saying. Is there any changes in the business

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plan as we know it? None at all. One thing that is getting a lot of press and we ought
to talk about - a lot of discussion, is relationship with broker/dealer. I want to clarify
where we are on that for everybody's sake. At the current time, I am open to doing
whatever we need to do to be successful in this venture. If it means that we need to
look for a broker/dealer with a 95% payout to pay the bills tomorrow, I am open to doing
that. I am not going to be dragging my feet on being our own broker/dealer; I want to
get us registered; I want us to be able to do that at a moment's notice. What I want to do
is to activate the broker/dealer at the time when it is most advantageous for us, when
we are ready for it, when we are going to benefit by it. In the meantime, I think
relationship with FSC has some advantages - that I am going to be able to continue to
meet all the people in our area in the northeast; I am going to be able to get recruiting
leads in a 3-4 state area exclusively; I am going to be able to build out network within
FSC. And, I think there is some possibilities there that would be good for us, but if it is
not working it is not working. We are going to be, probably until the first of the year,
getting our broker/dealer ready and when it is ready and you are all ready, I am ready.
I have no ties with FSC that would delay anything that we need to do to get our business
where we want it.
Will you stay on there as a consultant? That is one thing that Steve wants to talk with
me about. So far, what has been said is that - John is saying to me that first of all he
does not want lose the Mutual of New York deal; he does not want executive turnover
while they are in the middle of a letter of agreement preceding the sale; he wants this to
look like a change of location as opposed to a resignation/termination, and because of
that he wants to have some kind of consulting agreement with me. He has told Steve to
find a common ground and work something out with me. We have talked about a couple
of different things but not in very much detail, and not to any conclusion - just trying
to bring it to some conclusion. He's asking me to stay mostly to help him open 3-4
offices like this one in a year. That is what he would like to do because that is what is
in the money proposal that says I'm going to do. I am saying to him that I probably
prefer either a regional or national recruiting type relationship where they will fly me
around; they will give me the leads; and they will pay for my solicitation calls; and let
me go meet financial planners around particularly the neighboring states. So I am
trying to focus this in a way that has some lasting long-term advantage for this group in
what I am doing. They are open to that; we have not decided - am I going to get 2,000
a head for every MFA, am I going to be on a salary - none of that has been decided. I
prefer that it be just like you all have a business of selling clients that

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maybe I have a side business of recruiting reps - the fact that you have your clientele helps
this business and hope my business in recruiting and getting to know reps will help this
business.
Are we all going to be actively engaged in doing that for our own accounts so to speak
__________________ the business here. In what way? Well, for example - I don't know if you
are talking about writing business with your clients of course. No, I am talking about
bringing reps into the_________________ . I certainly would hope so. I think that in some
point of time we would also recognize what things are good and healthy for the firm and
going to create revenue and equity, and all of that. I personally think that we have
different needs here in this building than we do overall, but we all have the same interest.
What I am saying there is, for me to hire 4 reps in Wilkes Barre - if they are good producers
and write clean business, that is not as much of a problem when we are with FSC as when
we have our own broker/dealer. You know broker/dealers get liable sometimes for what
people do in business. I am not as concerned about the character or reputation and product
mix of those people in Wilkes Barre as we will be about people right here in this building.
I think we can have 100 reps in the state in 12-18 months. I don't see a problem with that.
I think we can do that, particularly if we are all interested in doing that work, we can make
an awfully lot of money doing that. Perhaps more than we can make in this building. In
this building we do, you know, $5,000,000 worth of gross and until we are done paying our
expenses, we might make a couple of hundred thousand dollars. You go build a rep force of
100 people writing 10,000,000 and you have a 5% - just a 5% margin on them - you are
talking about a half of million dollars and you have 0 expenses, you made a half a million
dollars. What I am saying is, there is money in building the network out of here. Most of
us, all except Jerry right now, are conducting our business out of here. There is a lot of
advantages to us being able to conduct our business out of here, but as far as having an
awfully lot of equity potential to have your stock investment be worth a lot of money, a lot
of that is dependent on what we do outside of the city. We don't have to do it at a
breakneck pace; we don't have to get it all done tomorrow. It is nothing critical, but we
need to be working on that. If we know somebody in Philadelphia or Wilkes Barre, or
somebody with IDS or somebody with your old broker/dealer or - Jerry runs into people
everywhere - we need to be talking to them about our group. And, we need to have some
things that we have to sell, which probably brings me to the point as to what we have to sell.

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How do you see us structurally - the relationships with other reps outside of the office? In
other words, what percentage do you think we are going to get, just some rough idea?
Well, so far, most of the reps outside of this area that we have contact with are with FSC
now; we are kind of limited in what we can negotiate them to - what we get by virtue of
our volume. We might get extra 5 or 10, or 7.5 percent - you know, that's what we are
going to make. But when we get into other broker/dealers it is a little bit different. I
guess to see where the opportunity is, I would probably stop and look at what the market
place is right as far as broker/dealers. Of course, they are all under some price pressure,
mostly because partnership sales are down. Their big margin tickets are gone, so they are
all interested in finding ways to make money. They can either do that by lowering
payouts or - that seems to be a common answer -
__________________ well, there is one more and that is reducing services. Most companies
have decided to do, I would imagine, a combination of both. Therein, I think, lies most of
our opportunity. Particularly, when we can do something to improve their situation
______________________ . One thing that goes - the first thing that goes when a company
comes
under pressure, is marketing. You can't cut sales recruiting whatever, because that is
your only source of revenue; you can't cut operations or people will leave you if you
start fowling up too bad in business processing. So they cut what they can cut, which is
marketing, advice, planners support area. Is this happening with FSC? Sure, you just
slice it all up. You say, we are no longer going to do financial plans; we are no longer
going to give accounting advice; we are no longer going to give estate advice; we are no
longer going to respond to phone calls on partnership monitoring; - so you have this long
list of things we won't do. Well, therein lies a gap of things that we can do. I think that
being able to go out and get some volume, buy some things by our volume such as
seminars, such as financial planning software, such as getting the inhouse people, the
legal and accounting people, here on staff able to take a call from somebody inside
Pennsylvania and know the Pennsylvania laws, know what advice they can give in that
area, the mode of hookup or somebody with a - we can do financial plans here, for
instance. We can sell somebody IPS software, they can data input, or whatever - or, they
can send us all the data sheets. We have somebody here put the data in, do the
case, make the comment, and send it by _______________ over to their machine. We can do
some things in the servicing end to tie people in together. That's always been a missing
link with me. When Mike and I first started this thing with the Philadelphia people,
working on them, we immediately ran into a problem which was - what do they really
need us for? What can we really do for them? Because sooner or later they are going to
say - We may as well be the big man myself. I may as well have the freedom; I may

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as well have the high payout - so, there needs to be a tie. The two things that I see
immediately is computer network and professional network.
That's the key, as far as ___________ . From what I can gather, _ we all seem to have a
different area of expertise and that becomes very valuable to a rep out in the field who in
the one-shot instance runs across something - just like any business man, doesn't want to
give it up, will give up a piece to get the rest of it. And then, through that
____________________________ . Right, and I see the same thing with affiliates. I mean Jerry and
the cafeteria plan is a natural. How many businesses, good sized businesses, do people in
this room deal with? You know, it is a possibility that we can do that. Dick Sherbach is
excited about that possibility; he deals with a lot of large corporations. The more people
we bring in - then the challenge in management is, to gen up the process and getting
everybody to use everybody else. How do you keep everybody aware of who is the expert
on what, what they are doing, getting the splits worked out - make sure that it runs?
We've been spending a good bit of time thinking about that, talking about that - I talked
with Bob Long about that at length the other day, the CPA that we are
going to ____________________ . They are a lot easier than some of the others because they
go out and charge the client a fee for service - and it's $1,000 or $1500, or whatever, and
you say, well, the corp is going to get 30 - and you are going to split the rest or whatever.
That's no problem; for one thing they could markup the service a little bit to make sure
they are covered - that everybody gets covered. The problem is like with the property
casualty person, you send a homeowners over there and it is 100 bucks a year and the
commission is $15.00, and you're looking to divide that up 3 ways. I hope George
would be concerned about it; I am concerned about it. I know there is a way to do it; I
just haven't figured it out yet.
I assume his clients, probably a lot of them need financial planning. Of course, of
course, and that's the easy solution, but something that Bob Long said to me that struck
me as being true - Bob said, hey look, you know I am the only accountant in here. Am I
going to be passing more business out or taking more business in? Well, he expects to be
taking more business in. I expect the same thing is true with George Lovell. He cannot
pass out as nearly as much as he is going to get back. So, the reciprocal thing only works
to appoint with a low margin business. Bob thinks it will eventually involve this to the
point where everybody that is inhouse, is inhouse, and that we own all of the businesses
and we are all on a salary plus production-type arrangement or something like that, where
it is no longer an issue how we divide up the pie. We just go about

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making the pie. And, I think that is where we are going; I think that is 3+ years out
because we got to start where we are starting by putting everybody in the world on a
salary - unless you don't want to be in business very long.
I think I am pretty much done with that one but I will let you know that we are having
our first professionals in here, probably September 1. We are going to need to have it
resolved by then. We're open to any ideas you have, but right now I think our basic
problem is when the lower margin, lower ticket businesses. I don't think the real estate
people are going to be a problem with an equal split. If you send somebody who is
selling a house, I don't think the attorney or the accountant - I think there would be no
problem with an equal split there. And, they are just in seventh heaven, thinking about
an equal split on them sending us a client that has a million bucks and letting us work
with them. That is no problem with them at all. They can't touch that business right
now and they would love to be able to. So, we are in good shape there I think.
Do you say that the split will work up through? I think that we will just have a
standard procedure and we are going to say that there is probably going to be an equal
split - that if you refer somebody to an inhouse professional, you would get half of
whatever that person generates. If they send somebody to you, the same would hold
true. I want to say one other thing here, and the same thing with out-of-house people.
One thing that I do want to make clear - right now I am of the mind that I need to be
saying to the professionals that come in, that because they come in, just because they
take an office next door, doesn't guarantee them of anything. You can take business to
another accountant, you can do whatever you want to do as independents. It is going to
* __
be there job to promote their businesses within our structure. They have got to get to
know you; they've got to get your trust; they've got to handle that business before they
get it done. That is their responsibility; it is not my responsibility to do that. And, if
they don't promote themselves through the network to the point where they are a
success, then we need to disengage and let somebody else do that. That, by the way, is
my feeling with all of you. You got to promote your businesses to them. We cannot
legislate who handles their clients anymore than we can legislate who handles ours.
There is only one big difference. There is only one of them, there is a lot of us. You
can get a guy - but I think you said a very important thing - the idea if you are in this
business as a career and for the long-term, you can be a GP, or you can start to provide
a specialty. If you want to be a GP for life, that is what you are going to be - a GP.

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But, if you want to be a specialist, now you have increased your value.
I would really prefer that everybody (I think most of us run our businesses this way), we
are GPs who have a specialty. I think we need to understand that is what we are; we
need to not lose sight of that; and we need to be better at our specialties. We are already
good at our GPs.
And, we have to know what our specialties are. That's true. I got an understanding of
what Jerry does and Rich, and these guys. We all have an understanding, but I really feel
the need that - you know we get out a sheet that says - or it could be an access to the
modem. We have certain people that says now I have a particular problem; I punch in
and this gives me a list of what we have. Now I know to call Alan, or whoever.
Carolyn was telling me one thing to prove that. In their computer network, they have
database, and its like that in-search. If you have a problem it will bring up that
department and give you a list of names who specialize in that department, it gives you
the names of inhouse people.
Plus I have always operated under the personal mode that if someone that I am in a
business relationship with comes to me, that's just a normal courtesy that I extend to
them. Call them on the phone, and say here it is, because I know that in some point in
time I may have a call and need the same service. I think that is one of the big
attributes of this whole network - concept.
For the ___________________________________ , particularly the PMC, and I have nothing aga
George Lovell, but would it have been simpler to have a PMC that works for the corp?
Well, that is what we are talking about, where we eventually think we will want to go
with all of the professionals. I don't think we are quite ready to do that. I think we are
helped a little bit by the fact that some of the professionals that are coming in with us
are old-line, Lancaster County established firms. We are a brand new firm, and that
credibility is going to help us - that some of these people have been willing to put their
name alongside of ours, but if the PC were in house I think he would still be asking the
same question eventually - which is, is it worth my while to send my clients over there,
for the money that I make and for the risk involved? We may very well figure out down
the road that P&C is not a business that we can be in. Let me give

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you an example of why. Prudential has lost their shirts, not just on the PC business,
but when somebody has an unsatisfactory auto claim, they jerk all the other business
too. We have to realize what the risk is in that.
Conversely, P&C guys are very covetous of their________________ . I made a specialty in

some respects of being the experts to the PC guys for things that they don't like, and
tensions,_____________________ and all the other good stuff. To get one of those guys to
open up, it is like trying to crack Fort Knox with a crowbar. It is really difficult
because they feel the same thing. If you fowl up on their end, there is a bad investment,
or the life insurance doesn't perform the way it is supposed to, or whatever, they are going
to suffer, depending on what kind of account it is, maybe thousands and thousands of
dollars of yearly renewal income. So that works both ways.
How does the Public Casualty companies look at that? ____________________ There is a lot
of service work involved there. Maybe we could ________________ they are not going to
get that much anyway, but it would be a lot of extra work that he has to
do, ___________________________________. Well, already, there is attempts - they are saying w
will give you 50% of the first share commission, but we have to have a bigger piece of the
renewal commission just for that reason. They are attempting to restructure the deal
before the ink is dry on them. Of course, we are not saying all the money is in the
renewals, that is part of my mentality. What we get on the first year basis is not going to
be that much ever and when they get to the point where they have $100,000 income on
the books here, they won't be all that interested in the next new client anyway. So, I
don't just accept that at face value. I don't know what the right deal is. I don't know if
I am right; I don't know if they are right; I don't know if they belong in here; I just don't
know.
One of the things that Jerry has done with PC people is he said, on a split commission
basis, I would like to call on all of your people that own a 1984-1985 Mercedes. It's not
like there can't be reciprocal business if we are able to work it so it is not an impossible
deal. I just want you to know that we are struggling a little bit with how to be fair to
those people. I don't want to go into relationships expecting to terminate it with George,
or anybody else. And, I don't know that we want to be in all these businesses inhouse.
I just flat out. It might be the greatest thing in the world for both of us and we might
never want to do anything else. But, in the meantime we need to think about - we need
to say, hey, he's coming in; we are going to try to support his

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business; we are going to try to get some referrals out of his business; and we need to
find a way to fair to him and us. So, if anybody has any ideas as to what ought to be
equitable, let's start out with what we think is equitable and let's prove it either works or
doesn't work. I don't have to, and you don't have to, feel that this corporation needs to
get its arms around everything and haul everything inside.
I think the emphasis should be to provide to the client the area that is going to have the
biggest impact. Previously, anything that has been going on, it has been tax planning,
investments, pensions, and the personal products that person can have. In working with
Property Casualty agents as an outset, over time the client depended more on me than he
did on them because they could get those things from anybody; they couldn't get things
that I was giving from anybody. So, the relationship gravitated away from them, more
toward me. So, we try to provide the services that are most important
to a business or an individual, such as financing, mortgages, tax________ , real estate,
investments, shelters, planning, insurance and sophisticated products.
P&P is very down the line as far ________________________________ . He is more like a client
the guy than he is a customer. In that business, it's more like a lost meter because it is
always a down and dirty cutthroat-type business as compared as to what we are going to
gravitate to, which I feel is going to be more to service.
I think there is at least a good chance that we picked the wrong business in our group of
affiliate. Not necessarily, but one thing is clear - we have to have a different
arrangement with them than the other professionals. The other ones fit like a glove -we
will be able to work those out.
Now that we are looking at that - if it becomes a problem down the road, the image, if
we would say we don't want that, isn't going to look good either. It doesn't matter. We
can always say, it is a business we offered, we do not have enough demand and get out of
it - just like in any other business, take the product off the shelf. I don't think it's
going to make us look bad - not really worth worrying about that much because it is nice
to be able to offer P&C to your clients as long as they are taken care of nicely, if they are
taken care of professionally. Anything that comes back to me, as far as P&C is extra.
Homeowners is not all that, but I would imagine somebody who does $700-5800 car

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insurance premium, there is some money in that. Yea, well that is 15% - see they usually
get the same renewal. That's the difference that we don't have in Life Insurance. We
start out with a 50-60-70 percent and then drop their value. That is 15 all the way
through, as long as it is the original writer of the business. If they take over an existing
business from an agent that goes out, they usually work on a reduced rate of 7-8% to
service the business. They bitch about it but they didn't have to do anything to get that
business; it is already on the books.
What's 30,000 or 40,000 a year in premium for us to do. It's nothing - or even
commissions. You're going to have to teach Jerry how to do his business too a little bit.
__________________ stuff that I am going to have to work with him on. We all can but ...
I don't want to spend a lot of time on this. This is a little thing, but I want you to know
that I am open to any recommendation, of somebody that is more experienced in this
business than I am, would have as to what to split, how to do, and I want to go about
helping George promote his business and there is money in it. There is money in it for
the corp, I know that. Because at the time he gets to making 100,000 out of his office
here, that's 30,000 a year revenue to us. It's as good as if you do 100,000 in gross
commission. We will get there in 2-3-4 years, but I am looking at how do I take care of
you, the referrers in this. That was my question.
The other thing is the corporate fire and casualty and all that. There has got to be a lot
of money in that end of it. We were just talking about the homeowners and car but
there's got to be bigger money in commercial accounts. Does this guy do this? He
worked on this with Willow Valley that's a couple hundred thousand a year _______ .
So, that's the guy where we could really - that's what we want.
It won't work. It's an educational process. We got to go through with it. George has
been a client of mine for quite a few years now and got good referrals - it's a two-way
street. He keeps thinking the same way you do - my property and casualty, my home
owner - the other ones, what can you do for them? It's going to be an educational
process and that's going to be part of our work with businesses, show what we can do.
We have to promote and he has to ________________ .
Just as a point of information, who are the attorneys that are coming in
here? _________________ _______________ are board approved and________________ ABA
American Bar Association in York, he wanted to go over the relationship with them.

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There are some legal things that have to be worked out. _____________________- The reason
we are not moving real quickly on ___________is because we don't have some of these
things worked out. Until these are worked out, I can't go back and say . We have
commitments from just about everybody to be in either September 1 or October 1 and we
have talked with them about what the corporation expects from them in terms of
commission, compensation, whatever. They do not have a problem with that and Bob Long,
of course, he has no problem with a very simple split policy, which is great.
I think the other thing, too, from a marketing standpoint we want them to get us in front of
the different bar associations, different accounting associations - that's where the real action
comes from - having those people free to call on us. I have always had the feeling that in
order to be successful with any of the other professional advisors, you really have to have
them as clients. If you merely knew them or took them to lunch, it really isn't going to pay
off. You have to get them as clients, so we might want to put a group together that
specializes in nothing but handling CPAs and attorneys in doing their business.
I am open for suggestions on that part of the marketing but the next step is to go back to the
CPAs that I've already met with that were part of the firm in discussing the relationship
between the firm and their client. But, I would agree with you that they should be a client
of ours and if we can put something together and say
_____________________________________________________________________________ . There is a firm out
College, known as Pennsylvania Financial - used to be ___________ Associates - they are
the largest provident mutual agency in the country. They have branches in different
parts of the country including ______ and New Orleans. I remember 5 years ago when
they were just in State College but they had a massive business on the books at State College.
You couldn't go anywhere that somebody didn't pull out a Provident Mutual. What they did is,
they took their internal people - they have an attorney on the staff
______________ , used to be with American College, has also written several books for trusts
and things like that; they just marketed the hell out of him. That was one of their
marketing thrusts - hey, we have a team, you are not working with an individual, we are a
team. In that team you have a qualified life agent, an, investment person, an attorney, an
account. If you accountant or attorney is not familiar with doing these things, we will
come in and do that in conjunction. A lot of times they did the documents, turned it over to
a local attorney, he bumped up the fee, and it was all done on split business. They are very,
very big in Texas now. They have their own inhouse pension

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administration. They are doing all the administration of 5500 and things like that. But,
it is not a bad way to go when you think about it. So it is a process of us marketing
and we have these professionals on staff, or inside, and what it can mean to the client.
Because now it sort of narrows that credibility gap. It is you talking to the CPA or
attorney, he's got one of his own talking to them. They talk the same language, etc. It's
a hell of a lot more powerful than just Joe marketer. That's what they view us as -
going in there doing that stuff.
While we are on this subject, I would like to say that is the thing that the BDs are
getting out of - that is the first thing to go - the attorneys, the accountants - all the
advice goes, and that's where the void is. If they were able to do it before we ought to
be able to do it now, in an even bigger way. The thing is to get the utilization of these
people in here. These people, I think, are going to be very open - conversation and the
kind of thing that 5 minutes, here's the advice and out. Well, we are pretty much done
with the affiliates, none of us (I have some but very little) practical knowledge of how
to integrate them and all of that but I have a little bit. But I think common sense and
some good judgement will get us through this.
The research people, would they be addressing us with our problems? Sure, they will do
all that you want to do because that is how they are going to promote their business.
That is not going to be a problem.
What else is critical that we need to discuss while we are together? Where do we
actually stand on the BB process? Well, right now we have forms that have been
completed, they have been sent to a securities consultant along with the U4s and
fingerprints of Stan, Mike and I. Everybody else would need to do that at the time we
are ready to activate but they had to have ours just to proceed from here. They are
proceeding with the filing. What they have told us is that PA District is backlogged; it
is a 4-5 month process right now, that they do the best that they can. The process
involves an approval of our paperwork, documents, all of that. It also includes the
principles of the firm having an interview with the NASD District Committee, which is
where the backup is. When they get a look at you guys, we're in trouble. I think we
have about 3 passing out right about there but that is where the backlog is - in the fact
that they have to do these personal interviews and you have to get on the docket. As
far as I know, there is not a whole lot going on other than waiting around for that.
When that happens, then they proceed with the rest of the filing. I think they have

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done everything they can do up to the point of getting us on the docket.
The last I talked we were going to structure our back office to what was going on with
them down in Orlando. Is that still the case? Our back office? The way he had to
establish his procedures internally and so on, his clear procedures and all that good stuff.
For those of us who do not know who Glen Refel, Glen was a top rep at FSC -did about a
million dollars in commissions and who knows what else he did in addition to that
himself. He left FSC to start his own broker/dealer about 6 months ago; Glenn is a fairly
close personal friend of mine. Glenn spent considerable time with me talking about this
concept that we have here. A lot of this is Glenn's concept that he is doing in Orlando.
He is going about things in a slightly manner but wanting to end of the same place.
Glenn wants to do things through marketing rather than sales. When I say sales, what
Stan and I have primarily done, and Mike has done too, is gone out and sold people on
the concept, get them in here, get them ready to write the business. What he wants to do
is go out and see the banks, see the insurance companies, develop the seminars, get the
leads, get the contracts to put people in the banks, and then go out and find the planners.
He is building his from the marketing side; we are building ours from the people side -
that's the difference. But we are going the same place. He wants the inhouse people and
the different businesses. He wants to go so far as - the reason he left FSC was that part
of his plan was that he wants to own a bank. There is no way you can do that without
your own BD. He gives more business to banks than anybody else. By the way, you
need $3,000,000 to buy a bank, so if any of you are worried about dilution, if we ever get
to that step we are going to borrow a truckload of money or we are going to get diluted.
Hopefully, a bank will buy us instead.
I want to finish what Jerry brought up real quick. Glenn, and most of the people who
write a lot of business, have set things up in such a way that one person processes the
business, one person follows it up to see that it is credited, paid, commissions paid; He
has a person making phone calls and getting people in for him, etc. We are talking about
an integrated-type of staff eventually but I really think that is something that we to
evolve to also.
My question had to deal with, in the memorandum there was a lot of discussion that
seemed to come back to - in any memorandum, there is always a lot of discussion about
the risks involved. We couldn't think of anymore. There was one mention of the fact
that there was no time commitment from the principals staying with the company; in

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otrfbr^vords, someone could get the feeling that well, if it doesn't work out in 8 months
somebody could walk out the door. That was a last minute addition by our attorney. He
asked us if we had an employment contract with each other; we said "no". He said then you
have got to put it in. Of course, what he said before that was that we want employment
contracts for everyone. We showed him the FSC thing and he said what good is this?
Anybody could get out of this with a day. We tried to explain that this is the way it is in our
industry. You can't say sign me for 5 years, Scott - that's nothing. So we worked through
with him trying to get him to understand that that is one of the risks of our business - that
tomorrow Rich Braverman might go with Penn Mutual Life to sell old people health
insurance or something. As far as we are concerned, I think my commitment has been
strong enough as far as moving, etc., but I am willing to sign an employment contract. I
have no problem with that.
That is one of the reason I asked if everyone in the room was making a capital
contribution. The reason is this - the people that I have approached as far as buying
stock as an investor has asked that same question of me. In other words, do the
principals have something to lose besides the time and effort? _______________
contribution, which any entrepreneur would lose in any business if they left it. We are on
the line for a half million dollars for this space here, so you know we have some ...
As I was looking at the memorandum, just so I am clarified, the price that the principals are
paying for the stock, is that about $.50 per share? Is that the way that works out? I saw the
par value was $.50. The average is closer to a dollar but some stock went at $.50. There
has also been a considerable amount of work over time; there was a time when we were
signing leases not knowing if it was filled, etc. But that is true.
Under the assets of the corporation - money market fund $60,000 - what is that other
asset? I can recall _________________ said we are going to consider you to be one of the
other investors. We are allowed up to 5 people; before the memorandum we did not have
5 because___________________________. We have essentially said some people have bought
10,000 shares and we don't have a check yet, just because we don't have a check yet. But we
know that it is a sale. The other reason that we have not said, by George, let us have a
check is because our attorney here again at the last minute, said, Well, gee, guys, don't issue
a stock certificate yet. You are legally not bound to and then we get to feeling like we ought
not take money unless we can deliver a stock certificate, etc. He wanted to make sure there
was absolute final clearance. So that is why we listed it

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I am going to turn this over to the group. Last week I was in Pittsburgh; I got lucky; I
was working with another broker/dealer and they mentioned the fact that they were
looking at the Philadelphia Stock Exchange because of potential savings to their
operation in terms of trades and trading. I went to Philadelphia and spent some time
with those people. It turns out, at least from what I was able to gather (again I am not
a back office man, so I don't understand it all), we were considering using security
selling without clearing and some other

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May 2, 1987
I I WpupOSe of this dmmmt is to recollect a l l activities that I've been

involved w i t h i n Financial Planning and the formation of Financial Ma~gement
G r m p , to verify and doarment seine of the activities that I've been involved in
to date.
I ' m afraid that as w e go further and further there w i l l be a need for such
information especially w i t h what has h a m this past week w i t h our corporate
officers and board. F i r s t I would l i k e to begin back in ti-&very beginning so
that the f u l l scope of our activities seem to f i t into ane place and also so
that of the issues that have mme up are tied into what has happmd up to
this point.
First of a l l , I started in the Financial Pl- back in 1982. After
getting out of the amtracting kusiness I took six weeks and traveled across
the country and came back and decided to get into the financial services
industry. Being that several relatives have had dealings w i t h IDS, Investors
Diversified -ices, I called the local branch in upon finding the
manager Mmed R & e r t Kauffinan. Bab spent -time withme, decided he w i s h e d
to hire me, and that began the process.
I was actually licensed in 1982 for securities and l i f e and was p t under the
mnagement of Bob Kauffman. Shortly thereafter, I would say probably in Jwe
or July, Bab was pmmDted and took a division in Tampa, Florida. Myself and
)three o r four other individuals who were under m g e m e n t decided that w e
wanted to fom a g r w p together so w e talked to anather district manager,
Staren H. and decided that, i f he would allm, we kcdd like to plt an office
together w i t h him. A t this time w e did not have an office and he was mrkjng
out of a sndll office in Millersville. 'Ihe people who were with me was myself,
Mike Hartlett and Alan Loss. The three of us were very, very large producers,
especially Mike and Alan. The three of us were probably larger than Steve's
district a t that time, so a t that point we located an office a t 255 Wer
Avenue, we walked under Staren H. district which increased his inmme by a t
least 30% to 40% pthat -&ion.
After being involved in the business I decided that firrancial planning should
be wre abjective and fee based, so I became one of the larger fee producers
using fees as w e l l as mmnisSion incane. A t about the same time, I became
involved i n the Intermti- Association of Financial Planners. A t that time
the local chapter was just being fonwd and I volun- my services to help
on the board. Menbrs of the board, a t that time, was just being formed and
headed by John Herr. I became m t i v e vice president and virtually helped
run the chapter and helm
build it to its largest m p . lhat gave m e
the apportunity t o meet other people, broaden my horizons and *tian as f a r
as the financial planning h3ustry and just haw the hleperdent planners f i t
into the stream of the industry. I had quite a b i t of activity and did alot
for the local chapter and became very involved.
Property of Advanced Media Group Page 1 of 13 02/17/2007

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mer the next several years I made a very gwd living. I was never a very big
pmducer, althmgh one of the bigger ones in the Harri.skurg division. But I
was not the biggest, but the premier fee producer for the division and was om
of the leading in the camtry a t that time. I shortly became kmmledgable of
the other pmfucts available in the financial services industry and learned
very quickly that it w a s virtually inpossible to have one canpany manufacture
and produce ccpnpetitive products across the line. A t this the I was setting
up a dhmr meeting for the IFP that was going to sbax2ase A l e Amstrong
who was one of the premier planners i n the cumtry. She was very visible and
very widely m. I set up a dinner meeting for her khich attracted close of
om hundred p r o f e s s i o n a l s a n d o t h e r p e o p l e t o a ~ . l h i s w a s f o u r o r five
times larger that any ather meetirg the chapter had ever had. A f t e r the
meeting I was involved in a -ion w i t h Alex regarding the financial
planning h l d z y and my aspirations of what was cutside of a pmpriety
envimmnmt. I told her that I was thinking of lMking a m e and asked her i f
she had any suggestions of wha to q e a k to. A t this point in time, we were all
i n Butler Avenue and Bob Kaufhan was in Georgia, running a division of ID6
back there. He, a t this time, had become one of the l a q e s t divisional
n g e r s and had shwn very high pm&active recruith-q skills. He was running
one the largest shop= intheScuthEastandwasbexdtqveryprofitable for
- II1S. Alex suggested that I c a l l a gentlwen by the name of John &&le who was
then president of Financial Services COT. a bmkerjdealer based in A t l a n t a ,
Georgia. A t this the Bob Kauffman was probably, as unfamiliar i f not mre
unfamiliar, of the irdependent e n v k m e n t available to the Fimrcial Services
Industry. Specifically Financial Planners.
L
I phaned Bob a n d t o l d h i m t h a t I w a s ~ i n g t o l o a l c a n d ~ ~ t e l s e w a s l ~ o u t
there." Before this time, a ccuple months prior, I atb&& a career
conference in Florida with IRS. A t one p i n t I was in a roam w i t h Bob Ihufhan
and R' mt TUmr, who was the biggest divisicmal l ~ ~ g aet this r time with ID6.
I began to disc;uss my dissatisfaction with the ccmparry and the way that they
op=rate and I suggested to them that it pmbably would not be too difficult to
duplicate an organization instead of bebg built araYd a proprietary that was
built solely amund a non-proprietary product. A t the time they both leaked a t
w and I don% m m a k e r i f they l a w , k u t the idea really didn't redlly
interest them, and it just rolled off their shailders. Right after this
meeting is whenIhadthedinnermeetingvithAlexandIsetupthemeetingin
Atlanta. A s I usually did, I always leaked a t Bob Kaufhan as my mentor. H e
virtually w w o f f t h e s t r e e t s a n d m m e a w a y t o w m y i n a w a y
that I never I a u l d w. I always respected Bob as a very good
sal.esnan, seeming to have a very high financial intellect and I looked up to
him as he taught me alot. So I got on the phone and told him I was going to
v i s i t an imkpn%& planner i n Atlanta. A t this time, Bob was bemning
dissatisfied with the management of ID6 and was not very happy with the way
they were using him to build areas. Vihen the areas would become profitable to
him they waild mehimtoanotherdistressedamatobebuiltup. Sohewas
doing a l l the work and ID6 was making a l l the mmey because they waild plt i n a
m a ~ g e rfor less money and so on and so forth.

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On Nw& 27 or 28 of 1985, I had a meeting w i t h Bob I c a u f m and Mike

Hartlett a t 1 4 x b n r s m u n t on the Rahrerstawn M, Ianaster, PA. 'me
pupose of the meeting was to find art i f we a u l d collectively p r t together
xmething in Iancaster w i t h regards to f h i a l planning. I wwld say that
e t i n g was mre of an effort on my part than anyone especially Mike Hartlett.
Mike was, a t this time, also inrlependent, l e f t ID6 anl follckied me to FSC along
w i t h Bob. ?he meetingwas on themorning a t 9:00 a.m. and we dkmxxxdwhat
options we had as far as w i n g sanething tcgether in Iancaster. I guess the
bsic reason for the meeting was to see i f Mike Hartlett wished to do sanething
together w i t h us. A t this time I was qmating my practice, Mike was aperating
his practice, anl the only w
we had in amumn w a s a reception man
adjoining ax offices. A t thistimeBobsawthatifwecculdputsawthbg
together in Lancaster he omld pmbably f u l f i l l same of his recruiting
-ts, giving h i m a place to actually xecmit people to rather than
using FSC in Atlanta. So that began the process of w i n g together a shop in
lancster and Cerrtral PA.
I b e s a n t o recruit fran that point forward into our so called plarvling firm.
A t this time the plarvling firm was going to be caprised of financial
planners. Sane of the f i r s t pecplethatItall#dtowasMonaRishel,Dick
-, and Bab Lnrg. I spoke to other plannezs-about joining our firm and
then I got the idea of adding other professionals mainly legal, a m - ,
& estate and ma@ insurance. It was then that I got the idea for the one
stop financial firm. Tbmeitseemedapprmt-thatitwasimportanttohave
a l l the individuals working tagether collectively manage one financial
- 'affairs. It didn't seem that d i f f i d t to accaylish that i f yau had the riqht
irdividuals willing to take the risk of a t t m p t h q such a project sod who had
' the clientele where they didn't have to rely on attracting new clientele.
Well, ~ t h i n g l e d t o a M t h e r a n d w e s o o n b e g a n t o r e n U i t ~ a t ~ ~ a n d
sizable grcup of individuals. I prcbably was responsible for d t i n g 90% of
the local people and artside pecple, Mike was mrking with Rick Volp in
F h i l a d e l m who he w o w w i t h a t ID6, and a hcst of others. T h e i n i t i a l core
was myself, Mike, Mma, Dick Sherisahn.
A t thistimeIranintoSattRobertsonattheZhreeMilelhsewhowasworking
with Asset Mamgement. I expressed the idea to him and he became interested
and became one of wr pecple. I also talked to Gmmlyn Royer who was w i t h Pru
Bache and she was interested in joinhg. By February we had a fairly large
group of people who were willing to ammit. F i r s t thing we had to do was find
facilities and Mike f d the place available a t the OregcPl Pike location which
was just urder -on. A t f i r s t we were looking for 2,000 square feet to
hcuse f w or five i n a i v i d ~ ~ LA~t. this time I talked to Tim Lanza, people a t
the legdl firm, and Danny Beqer as f a r as doing me thing with real
estate. It was s q p x e 3 to beanaperationfinancedandsqportedbyFSC.
horn December until May FSC was pranking furd to f h m c e the aperation. We
nedd start up funks for fur nit^^?=, caymter systems, salaries for myself and
Mike for ranaging the -tion. Mat happerred &ing this t h was that FSC
was constantly premising us financing and we had yet to receive any actual
m ~ n e yand the invoices d t t e d w e r e never paid by FSC.

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Bob then told rn that he may be willing to go intD the meeting w i t h me under
the asslrmption that I did not tell them who he was o r who he was w i t h . I
called J&n m l e and told him I wanted to cane dawn and v i s i t him, being
referred by Alex and he was very nice mer the @mne, giving me a cordial
invitation to cane down and actually had me set up the meeting w i t h Ray S m i t h
who was one of the sales ~ g e r s .I set up a two day meeting w i t h myself and
this anonymxls person, Bab KaufBnm. W e spent two daysatFSCandwhat
essentially happened is that they became infatuated w i t h Bob's recruiting
skills. On the spat they offered Bcb a position within the a m p n y as far as
recruiting and head of sales manqement of FSC.
I resigned fm m6 January 1985. Bob m i n d a t ID6 and fnm Octaber to
March w a s negatiating his position and pay and his -tion w i t h FSC. By
March he actually decided to resign fmn ID6 and he was a k a r h d into the
corporate structure of FSC. January Ist I resigned fmm IS. I was Upstairs
w i t h Mike Harllett, sharing an office space and the rest of district w i t h Alan
Lms was still dwEbks. A t this time, I began to build my independent
practice of Financial Planning. Basically I took 95% of my clients fmm IC6
and began working w i t h them. Bob began working i n the national recruiting for
FSC and started attracting IDS people to FSC.
-
By the 1985 I had became w i n t e d w i t h my business l i f e , not
Fall of
learning m,lonely being hkprk3ent and I became frustmted. I knew that
no one in Lancaster was doing a very high quality m i c e rqardbg Financial
- laming and Financial Services. Tb me, lancaster seemedtobeahighly
attractive market w i t h alot of wealth being spread cut amDng alot of different
players. No one was being creative r " lg their efforts it was just three
o r four brokerage houses, insurance agents, banks and irdependent planners but
iw one had a very strcarg p i t i o n or d a b a x e in the financiae services
-.
I visited w i t h Bcb Kauffman in the Fall of 1985 as I usually did every ccuple
mths ard told him I wished to do scwthing else. A t t h a t time he asked me i f
I wanted t o cane dam to Atlanta and help him work on the concept of o n p n y
awned shops. W h a I was dawn there, he mmtioned severdl positions i n the
corpration that I may be in- i n and he set up a meeting w i t h me and
Steve Franklin. Stwe m t l y needed smmw to m a ~ g eh i s national sales
*
office so khj dawn there I spoke to him, just t o verify w h a t was available.
A t this meeting, Steve Fmnklin more of less indicated t h a t I was a ~~kuned cut
who was just leaking for a place to go. Ncrthing ever happen& and I
left the meeting w i t h very l i t t l e respect for Steve Franklin.
Bob offered me a position w i t h i n his mnpany owned store, writing cases doing
p l m , doingsaneotherthings. CIhatwasearlyOctober. F o r t h e n e x t t h r e e o r
four weeks I prepared myself, relwtmtly, for the transition and moved to
Atlanta and tried to maintain clients up he^^ as well, and plrsue whatever Bob
was doing down in Atlanta. A s th went on I f e l t I really didn't wish to move
away fmn the area and that maybe the opportunity down there wasn't what I
thought it was, o r wasn'twhat Bab said it was.

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was the liaison and -tly

Bob ~ ~ a u f f u n n was being directed by Stare
Franklin ard Jdyl m l e . F'ran what I have learned over the past several years
was that they never really interded to finance the aperation brt they were
strirqirq us along ard using us to recruit other people to the operation.
After we rexuited ten o r more people it became apparent t h a t Mike o r myself
did not have the managing skills required to l ~ ~ such g e an operation. We also
learned we l o s t our financial backing, so we had to figure out what to do with
financing. A t this time we decided to raise the capital a.u-selves, finance the
operation auselves with quity we raised thmqb the planners. And
essentially we learned that no one i n the industry, or very few actually awn
their awn business but are only a distrikrtion for a f i n a d a l product. W e a l l
have seen bmkr/dealers b e b g b a q h t and sold for very sizable m t s of
m y , usually in the vacinity of $1 of quity for $1 of gross ccrmnission
inmne. We began to see t h a t we were seeing anyi&em hran $1 million of gross
amnksion imxms per year w i t h the grcrup that we had. In the grarp was Ken
Ray and some very m t i v e and talented people.
Tbx@mt cur m e e t h p and discussiuns d c h w e r e very long, durable and
tiresame. mpn L&omber t o May I probably spent every other evening with Bob
i n Atlanta trying to pt this deal together.
L e t me go over a couple of other things that had happened up to that time that
I f d ljke mentianed in this document, before I fozget. Back in the sunmer of
1985, I was contacted by Jdyl Fhilips fmn Blue Pall National Bank. m use of
)ny v i s i b i l i t y w i t h the local chapter of the IFP J d m wanted to call me and look
a t the o p t i c u s of Blue Bas11 National Bank becane involved in Financial
Planning. Jchn called a meeting w i t h me ah3 I believe he was looking for
scanmne to head a Financial deparbnent with inside Blue Pall National Bank o r
contract w i t h s ~ n e o n e outside. I had 1-1/2 bar with J d m and his suborbant,
whcan I can't remember his name, I believe it was Joe. H e was the vice
president of the trust m t , I believe. m y a f t e r the meeting they
did not have the fiath o r the confidence that I was the right person or they
didn't believe t h a t this was really what they wanted to do. But I have never
M firm them s i n .
Fall of 1985, before our initial meeting, a f t e r I &idea that I was not goin g
t o relocate in Atlanta, I began to look for other options in -.
those were t h a t a couple people pt me in tmd w i t h several banks. One was
One of
Joe S. with -th National Bank and another was Meridian Bank. Both of
those irdividuals received calls fmn peoplekl I did business w i t h
stating that I was looking for s a n & h g ard asking that they give me an
btemiew. None of them !could wen goive me an interview. I received a letter
fmn C c m k m e d t h s
t
a m t h a t they had no pasitions c p a a t this time, but
they would keep my ram on f i l e . Fmm Meridian, I don't believe I wen
received a letter. aLis is oneof t h e r e a s o n s t h a t I d o n f t h a v e v e r y ~
respect for banks, or people whowork inbanks. I d o n f t w i s h t o d w e l l into
this subjed, but because of several of these eposides I just don't have mch
respect for bankers, o r banks what so ever.

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was going to receive 60,000 shares, I was to receive 40,000 shares andMike
was to receive 40,000. Also, Mike ard I w e r e to receive $3,000 per month and
Bob $5,000 per mnth. Bab and I had a deal as I did not believe he shaild have
more of the canparry than I because I pit it together. We had an agreement
&ereby I could buy 10,000 shares of his 20,000 a t anytime a t cost so we would
both have 50,000 shares. I had papers drawn u p t o that, however, whenwe began
t o have problens, I l e f t things drop by the wayside.
Back in Februaq 1986, I became g o d friends w i t h Mary Lynn D i F o l c a , Kevin's
sister ard Mike's wife. We were always g c d friends, but back then when Kevin
left, we very close because I spent alot of tim with them. Mary Iynn
was a t the time, 30 years old with three children, and she was always very tied
dam with the kids, basically a housewife. She never really had a job, never
worked. I t w a s h a r d forherbecauserrmtof her other frienlswerecutworking
and had 01-eers. I a s k e d h e r i f s h e W d l i k e t o M p m e o u t f o r a f e w h o u r s
a we& doing general clerical an3 typing. She was very excited. I tho~@tit
was a chance for me to get S(II*~thirqs done ard I liked Mary Lynn alot d we
got along and I thx&t it was a chance for me to get a few extra things done.
I took her on in February and before too long she was working 30 hours a week.
She had a babysitter lined up for the kids, ard it was very encanraging for me
to see her do this because it gave her the confidence for the f i r s t time that
she could do spnethhq other than just have children. She was having a great
time and I was having a great time and.= enjoyed working with Baeh other. A t
that time, Bob invited .Mike and I down to the annual confererms in !Iwsm,
Arizorn ard w i t h the conferenoe amangments we were allawed to take saneone,
- such as your spouse. I asked Mary Iynn i f she wanteA to go and I don't believe
she was ever on a plane before and she asked Mike and he said it waild be good
for her t o meet scme of these peqle and get: involved w i t h a career. We ended
up d a m a t Tucson ard that was i n A p r i l 2 a n d w e s p e n t f m o r f i v e d a y s
there. Upon meeting Bob ItoldhimIwasbringingMaryLynnoutandIhew
from the start that this was a sore spot. First of a l l she was married d he
couldn't urdershtd what she was doing cut there w i t h me. Semnl of a l l he
didn't appreciate the whole s i b t i a n when he met her he said scauethbq to the
effect that she looked very young. After the secand day w e were a l l g c d
friends ard she was getthq a l a q very w e l l w i t h W and Pam. In fact, Pam
confided things in her that I kmm Pam never told anyone. It looked as thcaigh
they liked, or a t least pretmxkd to like Mary Lynn and so anyway we all had a
good time. Bcb, myself, andMikespent&of w r t i m inindividualprivate
meetings trying t o pt this deal together and work cut the details -idly
with FSC.
-
I think it was back a t this time-we r e a l i z e d that Bob was probably going to
resign fran management and cannit and cane up to Lancaster. I think one of the
reasons whyMaryLynn andIbecameveryclosewasthatsheremindedmesonuch
' of my mother i n t& way that she handled her kids, family and I became
infatuated w i t h that. I liked her alot. Wt haFpened was that Mike and Bob
resented the fact that we had so rmch fun while we worked. We got m r k done,
but we went out t o lunch for an hour or so and we really enjayed things. To
them that had no place in business. For me, as 1- as I got my work done, I
f e l t better about my work ard it worked art for the best. mis w a s a problem
an3 w i l l ccmne up later.
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We w e d into the building, they wmld not a l l m Mary Iynn to be back in my

section, haever, Nancy A. 's desk was right ma& up against Mike's door. lhis
start& all the problem w i t h Mary Lynn. She saw that and she wished to work
for me, and they were not goiiig to let her. It just started problem fmn day
one and it had a tmmxdms impact on the relationship between me, Mike and
Bob. 'Ibis was the straw that broke the camels back as f a r as cur relationship
was wncen-ed. Ever sincethathKpenedwestoFpedcamunicating. matwas
the f i r s t m e i n trying to rescind m y i n p r t a n d m y o m t m l s o f a r a s t h e
campany was c0ncxm-d. As f a r as the staff was ooncerned they had a feeling
that the staff should be treated as dirt and made this urderstxm3 many times to
me - this is against a l l my philasophy of life. For months, because of this
attitude, Mere were problems with the staff. It was because of this t h a t the
staff didn't respect them, and it was just a - formths.
W i n g June, July and August, Bab w a s still d m in Atlanta and I was doing
most of the work i n lancaster. Fmn J a n u a ~ ~
until Januray I took one day off
I I for Memrial Day, one day for July 4th, one day for labor Day and cme day for
'Ihanksgiving. Mike H a r t k t t took off two of three becks, leaving m e to tend
the shop. I was always the care doing all the work, recruiting, stock
offering,labor m a t t e r s , drew up all the amtmcts, drew up the offering
~~ w i t h the help of the attorney. It was fiwry t h a t I was the only one
raising the mney -
probably 808 of the furls. I was the only care of the
principals who had outsiders investing i n the canpany. Ihe most they did: Bob
Kauffman raised $5,000 frun his father in law, so not d y did I pit my cwn
mney i n I risked that of my clients. But they w e r e willing to a a q t t h a t up
front. A carple times it came down to either me getting the m m q fmn my
clients o r us not having the financial a b i l i t y to pay off sane of the capital
resources that we had.
W i n g %pteubr we began to have pmblems w i t h Mazy Lynn and the staff and
me. 'Ihis was the beginning of them hying to reduoe and dilute my control of
the canpany as f a r as input was cancerned. It was a very emotional and
d r
a m expsriexe a f t e r a l l t h e w o r k I d i d t o p l t t h i s a l l t o g e t h e r t o f i n d
those twowere trying to plsh me cut. Itrsachedthepointinoctoberor
Noventer where they actually asked me i f I wanted to "get out." 'Ihqr indicated
that I was not right for m a ~ g & , m a ~ g e m e n twas nat right for me, t h a t I
wasn't having fun and all this and that. Mnst of t h a t was due to their action
as f a r as their trying to dilute me and weaken my umfidenz. lhey c0Ntantly
made fun of me i n f m n t of all the other planners a t meetings and it was just
ugly. 'Ihey also t r i e d to internqj my relationship w i t h Mary LyM w h i c h was
ruthirq mxe than a very p e r s a d , deep fri-p.
No care lamws this, kR the trauma was so heavy that I went mxier the care of a
psychologist a t St. J@ Hospital, beginning N m m h e r and I was suffering a
severe case of depression. Eecause of d z @ r e n i a being f a v d in my family,
I was not afraid to go seek psydmlogical camseling. I was on medication for
three months.

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In September they had it in their minds that they were going to get r i d of Mary
Lynn. And they tried every opporbmity, finally in N o v e n h r a week before
Thanksgiving, they fired Mary LyM. W i t h o u t cause, for no reason, other than
they just wanted her art ard felt she was incapable of whatever. It actually
reached the point wfiere Bob andMikewhenarnurr].politickingthebrokersto
s q p r t them t h a t M a r y L y M w a s n u t d o i n g h e r j o b w h i c 3 1 w a s m t t r u e . Shehad
the canplete w r t of a l l the brokers. Maybe a t times there was a case wfwe
sawom was unhappy w i t h her perfommce, but in general it was a ploy, a plot,
fabricated by Mike and Bcb.
After their attarpt to lmy me out and get rid of me so far as my Oontrol and my
interest, I held cut reluctantly often times mxlering i f I were going to give
in an3 by 0lristma.s I decided I wnuld stick it cut. 'Ihere not other
alternatives, kR the nwney they offered me to get out was $2,50 a share which
canes out to $100,0000. Iwantednopartsof it, s o b y J a n u a r y I d e c i d e d t o
stay.
Bob h a d s e v e r a l c a n v e r ~ a t i ~ ~ l ~ w i t h B o b I c n g s a y i n g t h a t h e w a s ~ i e d a b o u t m y
v i a l efforts and that I was heocming slack. Ihe whole reason was
that they were hamering me daJnandbeatingmeupineverywaytheycculd,
cktmying my confidence. AftarIspenttimeandeffortardIbelieved inso
nu& of Wmt I'd done, and they were trying to take this away franme and get
me art of the picture.
Thraqh N o v and ~ Decc&er there were meetings between myself, Scott
- R c h r k x m , Alan Loss, Bob Long and (luo1ynFlayer rqanibq the activities and
the ~ S t y l e s o f M i k e a n d B o b . ~ w e r e v e r y ~ , w e r e n o t v e r y
trusting and I was always in the middle between the managerwt and financial
planners. I had relatiMships with everyone and I believe that this -tend
Bob and Mike ard they tried t o g e t m e c u t o f thepicture, kttheplanners
wxlld not allcu this because the planners did not trust Bob and Mike w i t b a r t
havingme to keep them on balance.
I raised most of the nomy, d t e d lnost of the people, p t the offering

memo- together, pit the ampter system tcgether, workedwithall the
ampter softwa??=, and a c t u d l l y . came up with the name Firnncial Management
(;mup and the idea of having a l l the subsidiaries doing different things. My
involvement was very deep, pmbably deeper than anyone in the organization.
W - m I w a s p l t t i n g a l l t h i s t o g ~ , I w a s i n ~ w i t h A l n Y u l a tItalked .
abaR having nnr@age, banking a part of a t I was doing. Nathing ever
happened bebeen the two of us, but in ~anuaryI received a call fran Al askhq
me to see i f I a d d place any mrtgages in the east coast. H e was willing to
pay me xmghly one half a point and this was a t a time, because of the
activities of Bob and Mike, that I tku$~tI would give this a t r y to give me
sane secwity. Should saoething f a i l i n the canpany, I would have sanething to
f a l l back an. A t this time I involved Scott IInbertscn and Bob ~cngand I told
them we would form a three way w p and we wnuld work an a real estate
project on cur awn. ' I h e r e a s o n I t o l d n o o n e a b c u t t h i s w a s t h a t t h i s w a s m y
ace card in case Bob and Mike ever really threw n~ out. I was mt going to give
&em any r e l a t i m s h i p , and I j u s t TIE&& sane d t y .
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What we were really doing was lwkirg for 1- of 2 millicm dollars and up to
refinance or finance new and existing realestateprojects. Wemadeafew
calls, finding that ax rates are very anpetitive. A l was mre of less
letting me get plqged into the major Savings and Loans and Inswaxe
mnpanies. Wefam3cuttherewereveryfewpeopleinthearea, i f a n y a t a l l
who could a q u b s the terms. We began having a great deal of success and what
we found was that almcst everyone was allawing us to bid on their project. We
created a campany called C!rekive Finance Caopany so that we would not a p x e
Fm; t o any l i a b i l i t i e s as far as cur activities. W e agreed fmn the beginning
that FIG wxild receive a m t a g e of cur activities ~IXI we figured 15%was
f a i r since we actually mnufacturd the pIoduct wfiere FIG *en cut and used
othex manufactured products. We didn't feel they were entitled to a 20 30% -
split.
(Xle of cur amtmzts was w i t h Tony Bongoivi in New York. He a t one time dated
Scott's sister apprmhmtely ten years ago. Scott maintained a loose
relationship w i t h Tony, calling him one= in a while regarding business m a t t e r s
and business activities. Scott called Tony one day atcut a real estate project
that he i3mught .
Tony said no, but he my have another
project that we would be interested in. Scott asked m e to go up to New York
with him to talk abcxlttheprojectand1 askedwhat itwas. He indicatedit
was a mwie. I was very reluctant and hesitant to do this because nnvies t o
me, tax shelters, scans, not very econcmic type investment. Me being very
comxvative was not attracted, but I decided to go anyway just to get cut of
town, mre or less just to get away.
biten I got up t h e n I was totally amazed a t the caliber and the people who we
were associating w i t h . What I found cut was that we were working w i t h the
leading recolding s h d i o in the world. T h e r e d t i a l s , their acccnplidxm~ts
were @enmaml- they were just it. I'm not going to spend alat of time of
this because just the battcm line is what is inporbnt here. After seeing the
project wfien I lcoked a t what Tony was doing, and fran a business perspective
there were just so nary elewnts in this project that were just truly amazing
to me so far as distribution and markeI5.g and riskand eveqtAi.q else.
Bottan line was a pruluct that was worth 15 to 20 million dollars being made
for 4 million w i t h the ability to be one of the -1 movie, video projects
of the years.
F i r s t ofa l l ycu have the leading recoxding studio in the world working on the
scan3 for the project that was going to include a follaw up of Tony's previous
band who- was BM Javi who was alreacty one of the hottest thing in nusic as far
as alkum sales. Then you have the fact that he was going to digitize the
recording which was never done before in the nnvie industzy a t a time when the
vidm market is just going bananas. N o t only that, hut the label that signed
the banl m MN. You put a l l this together and ycu've got a penmend
business w i t h alot of apportunity .

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seeing this, I ammitt& myself to the project not kmwing h o , where or haw we
were going t o raise 4 million dollars but I beliwed in the project so mplch. I
guess because I saw alot of the same elements used in F% in this project, and
even more. I got instincts when I raised money for Em; I was still very
concerned with the risk elements to my investo~sbut when I looked a t this
project the risk was even less. Iess risk, m r e protection with this project
so I believed in this project. We spent seven or eight weeks developing the
packaging the product for the investors, things have hapxwd during that time
that f e l l into place perfectly -
the a r t i c l e in lblling Stone, the marketing.
It is May 4 t h a t 4:30 a.m. and there is no d a b t inmyminlwith the articles
in Rolling Stone that we have the money for the m i e . lhat project in itself
w i l l pmbably p t us in the forefront of the - n
e industry within
eight W. It is mird b o g g l i n g a s f a r a s h t o n c a a e o f t h i s , b u t t h e
project is done, we did sanethjrq, we did not use Fm;, they w i l l receive no
split. I guess what I'm saying ik that because of the way Bob and Mike treated
me or plshed me to go cut and do things, that did not involve Em; and I did not
feel that they did not deserve to becarre a part of these things. Fran the
beginning I knew Em; was going to get their piece.
L e t me go back to an earlier developlwt a m c e m h g the E!mker+er. We of
course thought in the beg- that we would becarre ax own broker/dealer.
However, after long, bard discussion, we were to the pint of getting a license
for brokerldealer, we decided we did not have the admhktmtive capacity to
_ N f i l l what we waild need to a-lish the broker/dealer. Back in Nwember,
-, Bcb started soliciting other -/dealer, l c o k h ~for
~ three things;
service, high pay cut, and equity. We knew that we had t o own our
brolerldealer kusiness. 'Ihere were two players that we came a m one was
Iiikkml-m cut of wshhqhl DC and the other was Financial P l a m e ? s Group
which really involves sane of the premier financial planners of the cumtry,
B i l l I b q l e r , Wayne Webster, so on and so forth.
The Iceogler grarp was strcng, large, y a q and they were doing nxghly 20
million dollars of gross canmission incane per year but there were saoe people
in the organizaticm we did not feel ccmfortable with. Hikbaxd Brrx~nwas a new
start up, starting up when we did, was a s p l i t f m a previous bmker/Mer in
D.C., that involved f m a syrdiotor to a -/dealer that no one knew
anything a?xut. However, they really enticed us w i t h a very attractive equity
deal. Bob maintained most of the cmmmications and mmt of the research
involved in this project. It was brcqht to us in January w h i c h was IpuFplly
20% of their stock . w i t h 90% payout , territorial with override for aqthirg
that w e did.

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One 0fthethingsImtshaildbedoneisthatscmeaneMdbedownthere
1
- a t their t m d i q department, along with the capability of FSC. I tried
to get people down there several tims and I suggestd Qmlyn Royer because of
what had haFpened to her. Finally Peter Pnneros and Ken Ray bent down, and
this was probably during U a x h . Anyway, this whole thing was dcne w i t h very
l i t t l e mmmicaticn as f a r as me, Bob and Mike. lbre of less, Bob wculd go
cut and do scanethirq and wculd fee3 back to us, but we redlly had very l i t t l e
involvement with what we in- to do w i t h M Bnmn. One thing Bob
irdmted w a s t h a t i f w e b e n t d o w n t o K i b b a r d m w e w c u l d n o t f i n d i r m c h , they
were just starting up, they were new, they had rmghly 10,000 sq. foot of
office space, a few staff people and the system of operation. He did feel they
w e r e capable of fulfilling cur needs.
We began the transformation of licensing fmpn FSC to Hilhxd-Bnmn and we
prcbably had 60% to 70% of the in house w l e to FSC, Alan Inss, Scott
Robertsan, Rich Bravenuan, Keith Waters, R x M Dellinger, Kazly Radcliffe, along
with Barry Schuttler and sapne of the other satelites. A t this point Tan 'I\uner
was free ard clear and he was looking for scsne direction. By the week of A p r i l
19th Tcm was up v i s i t k g with Bob all week seeking that direction and he was
also visiting w i t h Hibbard Bnmn so it looked l i k e Tan wculd also b e a m
involved.
I also negotiated the courtship of Tony Pascoti and got him involved.
Fran the perid of A p r i l 1st on, wfien we began transferring license, one of the
main

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NOTES TO FINANCIAL STATEHENTS, C o n t i n u e d
2. Investments:
- .
/
.
i
:
..-. .. .
.: /, _ _ _-
A summary o f i n v e s t m e n t s is a s f o l l o w s : :
December 31, 1986 Decanber 31, 1985

-
Cost -
Value -
Cost -
Value
fioney market funds $ 4,427,800 $ 4,427,800 $ 6,399,600 $ 6,399,t
Bonds, debentures
and notes:
U.S. and foreign
governnent
obligations 35,103,995 39,445,939 34,665,221 37,598,:
Corporate bonds,
notes and conver-
t ible debentures $ 5,049,732 $ 5,774,937 $ 9,738,720 $ 10,341,'
Carmen and preferred
stocks 55,056,018 65,421,820 49,214,679 61,623,t
Insurance group
annuity contracts 26,536,945 26,536,945 25,454,347 25,454,
P u r c h a s e s and sales of s e c u r i t i e s o t h e r t h a n United S t a t e s

Government o b l i g a t i o n s a g g r e g a t e d 5 3 6 , 9 7 1 , 2 8 1 and $34,885,320
i n 1 9 8 6 , a n d $23,754,759 a n d $ 2 2 , 6 3 8 , 0 9 3 i n 1985, r e s p e c t i v e l y .
P u r c h a s e s a n d s a l e s o f U n i t e d S t a t e s Government o b l i g a t i o n s ,
o t h e r t h a n s h o r t - t e r m T r e a s u r y b i l l s , a g g r e g a t e d $887,762 and
$ 3 0 0 , 0 0 0 i n 1 9 8 6 a n d $887,761 a n d 5 1 , 0 0 0 , 3 4 9 i n 1 9 8 5 , r e s p e c t i v e l y .
Continued
6

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DOCUMENT DIVIDER

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Advanced Media Group Page 1AND
VALUATIONANTI-TRUST
IN CHAPTER of 45
11 CASE
INTELLUCUAL
17-10615 EXCEEDS
PROPERTY 02/16/2007
$50LITIGATION
MILLION DOLLARS
CLAIMS
Institutional Investors of America, Inc.

Financing.Investments & Advisors
iUlan D. Dannsli
Managing General Parhler
January 20, 1987
HONORARY CHAIRMAN
Gm.s. Moon
Mr. Stan Caterbone
CHAIRLLINoFrnEmARD
* a d w. I-h Financial Management Group
,)
1775 Oreqon Pipe
DIRECTORS
~~~~~.~ ~
k. v*. P&n(
k t x hB=+.NYC Re: Mortgage Loans
C u U
Fo-.
*. I..
oyimy.
Commercial and Residential
) ur. A CAYIW I-. co.
F~-u.s. hrnbnvdca Dear Stan:
40 &
".
."
A
Chi,"""
In reference to the above captioned subject, enclosed
An- W..'"I C*. please find a synopsis of our lending programs. We
r- O u i r m a n norpied
C-nth d Arrri. are very interested in business in your part of the
Country. I will also be in a position to do some
other business with you through the bank we just
purchased in 60-90 days.
Very truly yours,
Allan D. Dannatt
President
ADD/slh
Enclosure
Stan J. Caterbone INTELLECTUAL

MORTGAGE BANKING
PROPERTY Page
PagePage
No. 1301
No.232
302
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777 North Eldridge Parkway. Suite 730 Houston. Texas 77079
Advanced Media Group Page AND
VALUATIONANTI-TRUST
IN CHAPTER 211
of 45
CASE
INTELLUCUAL
17-10615 EXCEEDS
PROPERTY 02/16/2007
$50LITIGATION
MILLION DOLLARS
CLAIMS
LOAN HIFTFOLJO
aJFEimRA!iE~vrms
ma &
e Pay R a t e -
Fee Amortization
Variable 10 yrs. 225 bp wer Stating 1-2 pts. 30 Y e a r s

03F o r 300 bp @ 9%
wer 1 yr T- ill
Fixed 5 yrs. 9.5% 1-2 pts. 30 Y e a r s

Fixed 7 yrs. 9.65% 1 3/4 pts. 30 Y e a r s
I
Fived Rates a l s o available a t 325 basis pints wer c o T-Bill ~
Retail, O f f i c e , Industrial
Variable 10 yrs. 300-350 bp wer 1-2 pts. 30 Y e a r s

1 yr. T-Bill o r
250 bp wer 03F
Fixed 5-7 yrs. 8.75% Par-1 pt. 30 Y e a r s

Fixed 1oyrs. 9% Par-1 pt. 30 Y e a r s
Similar terns available f o r m i n i wx&mses, hotels, mobile home parks, nursing

homes and ACLF f a c i l i t i e s .
Forwarrl, q,
open-ended and covered construction loans are also
available. Maxmm loan to value of 809.
Sale Leasebacks - W e are a r n m t l y seeking t o plrchase $500 million in

p r q e r t i e s nationwide leased to nationally listed public corporations w i t h good
credit ratings. Leases r r p ~ s tbe NNN with a minimJm of a 10 year tenn. Mininnnn
cash h - t $5-$500111.
i REMICS - Beginning in the 2nd W X t e r of 1987, I I A will be placing $100 million

a m n t h into real estate investment mortgage conduits. Innn&iate urdbg lcans
w i l l be made on all types of I n s t i t u t i o n a l quality property.
Fates quoted are test available and m y vary depending on location and quality
I \ of product.
1
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VALUATIONANTI-TRUST
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CYWTER BUSINESS PlAN
FDR
JULY 1. 1986
P LWGBER. PA -TION

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Firrancia. Securities, Inc. ............... .?he Broker Dealer

-
Em Advisory, ........................ ..The Registered Investment Advisor
Financial Savims Insurance Agemy .......The Insumme Agency
EM; Acmmting Sezvices, In=. .............?he Acamting Finn
Financial tbrtqages Services, Inc. ........?he Mortgage Bmkmqe Firm
Wealth MaMgement Semi-, .. ..........The Portfolio MaMger & Market Timer
Financial PlarPling &msultants, Inc. ......We Financial Pla- Finn
mmTE FmG (In Hause)
Eager Real Estate ........................Redl Estate Services

O'my ti smith .............................Legal Counsel for Business & Xeal Estate
Shirk, Reist, Wagenseller .........Legal cavrsel for Estate Planning
& Shirk
W e l l Associates, Inc. .................. .Property 6 Casualty Servicrs
Pro Financial harp, Inc. .................Servicc5 for Profe55ional Athletes
Please note that the W e f i n s are currently wrler nqotiations and have given
ve.rhl amnnitment for affiliation.

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MICHAEL P. O'DAY
EDWARD H. SMITH
Advanced Media Group TIMOTHY A. UNU Page 5 of 45 ANTI-TRUST
VALUATION IN CHAPTERAND
11 CASE
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MILLION DOLLARS
CLAIMS
243 NORTH DUKE STREET 805 WEST MAIN STREET

LANUSTER, PA 17642 MOUNT JOY. PA 17552
3934CQ1 August 22, 1986 U3-9131
r 1
Mr. Stanley J . Caterbone
F i n a n c i a l Management Croup, L t d .
1755 Oregon Pike
Lancaster, PA 17601
L -I
- ---
~ r o f e s s i o n a ls e r v i c e s r e : F i n a n c i a l Management Group. L t d . . and

s u b s i d i a r y c o r p o r a t i o n s , including: ~ o n s u l t a t i o n sand advice;
preparation and f i l i n g of A r t i c l e s of Incorporation f o r F i n a n c i a l
Management Group, L t d . and nine s u b s i d i a r y c o r p o r a t i o n s ; prepa-
r a t i o n and placement of l e g a l n o t i c e s .
Costs: 1 ) F i l i n g f e e s t o Corporation Bureau
nine c o r p o r a t i o n s a t $75 each '
- $675 .OQ
2) Legal Notices ( s e e a t t a c h e d i n v o i c e s ) 402.05
3 ) Corporation o u t f i t- Financial
Management Group, L t d .
-
4 ) Additional s t o c k c e r t i f i c a t e s
c i a l Management Group, L t d .
Finan-
76.32
45.76
T o t a l Costs
Total f e e s and c o s t s
Less c o s t s r e t a i n e r
Balance Due.

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OWEN KUGEL
39 NORTH MARKET STREET
LANCASTER PA 17603
717-299-4371
2 M a r c h 1987
To: S t a n l e y J. Caterbone
President
E d e n P a r k II
1755 O r e g o n P i k e
Lancaster, - PA 17601
717-569-41 00
From : Owen K u g e l
Subject: . M o r t g a g e Financing.
-
T h i s follows up o n o u r 17 F e b r u a r y meeting a b o u t 112ortgage
Financing f o r o u r upcoming development projects.
I h a v e selected a g r o u p o f 11 p r o j e c t s f o r w h i c h we h a v e completed
pre-development w o r k a n d w h i c h a r e r e a d y f o r d e b t placement;
a n d a t t a c h e d t h e c u r r e n t financial p r o j e c t i o n s o n each.
1 h a v e assumed a 65/35 D e b t l E q u i t y s p l i t , a 9.00% r a t e o f

interest, a 30 y e a r term, a n d a o n e p o i n t o r i g i n a t i o n fee. Note
t h a t t h e L o a n t v a l u e u s i n g a 9 " s a p R a t e averages 56.54%.
Note also t h a t 1 h a v e i n c l u d e d a 2.50% D e b t Placement Fee f o r

y o u r e f f o r t s in p l a c i n g t h i s debt; w h i c h w o u l d t o t a l $433,592
f o r t h e package.
L e t me k n o w if t h e r e i s i n t e r e s t and, if so, what a d d i t i o n a l

information y o u w i l l need.
Regards,
msrlattachments
1

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FBI Pro.bes Kugel

Contracts with
N.Carolina Cities
Several Towns Unhappy with Delays;
Kugel Says He'll Fulfill Pacts
Lancasler developer are looking into the matter to

Owen Kugel, whose rev~tal- determine if an federal laws
iration succea in domtom have been vioited:. added.
lancaster helpcd him land Daniel Womiak, a senior FRI
%imilsr confram in at least agent a t Ute bureau's GWM. know how the FBI got in.
seven states, is bein inverti. boro. N.C.. omce today. volved in the situation. EX.
Bald by, t k , ~ e d e r a fBureau omcials in a t least flve Plainin the contracts, he
Of Investlgatron for downtown North Camlina cities sa said i f d w t ( foum
revitalization pro'eets in they.re dissatisilied w i d thmugh on contract pmmis.
North Carolina. FBf omcia; Kugel's prfarmanee on the es. '.we give the money
sav. contracis and each has asked back."
Robert Pence, in charge him to returnhis w,mfee. On the advice of dis attnr.
OrNorth Carolina FBI opera. Kugel this mornin& tm W .Alvin B. Lewis Jr.
tiotb. said (he investiflahen the New Era that he has been Kugel wwld not discuss thd
centers on whether Kugel's aware of the investigation for status of the develo
OK Assmiales firm based
here is involved in -mail
several w e d s and that he is
y p e r a t i n g with authorities
Pro*
Carolina.
underway in ?%h'
fraud, wire fraud or any other 100 percent, in the interest Pence said the investiga.
typeofrraud.,, of &etttg It wrapped up t i ~ began
l about M days ago.
lle added thal Ule use of quie ly But Kugel's former vice pres-
interstate racilities, as well as "We know" the outcome ]dent. who arranged the
the use of funds in interstate "can on1 be successful from North Carolina contracts and
eom,yeree,wouldbr studied. our standipo' ~nt."he said.
I can confirm that we Kuge s a d he did not
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CLAIMS
JOHN M. C I C A L A SR.
DEVELOPER
22nd & Boardwalk

North Wildwood N.J. 0 8 2 6 0
December 1 2 , 1 9 8 6
Dear P r o p r i e t o r :
Due t o y o u r e x c e l l e n t r e p u t a t i o n a s a s u c c e s s f u l member o f New
J e r s e y ' s S o u t h S h o r e b u s i n e s s c o m m u n i t y , we a r e d e l i g h t e d t o
i n v i t e you t o p a r t i c i p a t e i n a n e x c i t i n g new v e n t u r e : SEAPORT
VILLAGE.
SEAPORT V I L L A G E h a s b e e n d e s i g n e d a s a u n i q u e a n d p i c t u r e s q u e
shopping complex s i t u a t e d a t 22nd S t r e e t i n North Wildwood. The
complex i s now under c o n s t r u c t i o n on a r e b u i l t , widened p i e r
t h a t w i l l e x t e n d 500 f e e t o u t from t h e boardwalk t o w a d s t h e
ocean. The development, s c h e d u l e d f o r c o m p l e t i o n i n t i m e f o r t h e
s t a r t o f t h e S p r i n g , 1987 season, w i l l f e a t u r e a t o t a l of f o r t y
s p e c i a l t y and f o o d s h o p s . T h e s e s p a c e s a r e now a v a i l a b l e f o r
a n n u a l r e n t a l , a t p r e - c o n s t r u c t i o n p r i c e s r a n g i n g f r o m $30 t o $ 3 6
p e r s q u a r e f o o t . Types of b u s i n e s s e s i n c l u d e d w i l l b e c a r e f u l l y
chosen t o i n s u r e s u c c e s s f o r a l l .
A p e r f o r m a n c e a r e a w i l l be b u i l t a t t h e end o f t h e p i e r . T h i s
a r e a , t o i n c l u d e l i v e t e l e v i s i o n and r a d i o f a c i l i t i e s , w i l l s e r v e
) a s t h e s i t e f o r ' p o p u l a r e n t e r t a i n m e n t and o t h e r e v e n t s d e s i g n e d
I O t o a t t r a c t l a r g e numbers of p e o p l e t h r o u g h o u t t h e s e a s o n as well
a s continued media coverage. Restrooms and o t h e r p u b l i c
a m e n i t i e s w i l l a l s o be included t o help i n c r e a s e f o o t t r a f f i c . A
large s t a i r w a y w i l l permit beach access. An e x c i t i n g
a d v e r t i s i n g and p r o m o t i o n campaign i s p l a n n e d t o c a l l a t t e n t i o n
t o SEAPORT VILLAGE.
According t o r e c e n t demographic s t u d i e s , t h e number o f a f f l u e n t
s i n g l e s , c o u p l e s and f a m i l i e s v i s i t i n g North Wildwood e a c h summer
i s r a p i d l y i n c r e a s i n g - along w i t h t h e i r p e r c a p i t a spending.
The o t h e r p i e r s i n t h e a r e a a r e a l l Amusement P i e r s . T h u s ,
S e a p o r t V i l l a g e i s a f i r s t of i t s k i n d - and a n a t u r a l s i t e f o r
t h e r e l o c a t i o n o r e x p a n s i o n of y o u r b u s i n e s s .
T h u s f a r we h a v e a p p r o a c h e d B e n e t t o n , S w a t c h , A t h l e t e ' s F o o t ,
Gimmee J i m m i e s Cookies and Banana R e p u b l i c , a s w e l l a s a s e l e c t
g r o u p of l o c a l b u s i n e s s e s s u c h a s y o u r s t h a t would b e b e s t s u i t e d
t o o u r c o n c e p t and would have t h e g r e a t e s t c h a n c e o f s u c c e s s .
S i n c e r e n t a l s p a c e i s l i m i t e d , we w i l l a c c e p t r e s e r v a t i o n s on a
f i r s t - c o m e , f i r s t - s e r v e d b a s i s . An a r c h i t e c t u r a l r e n d e r i n g of
S e a p o r t V i l l a g e i s e n c l o s e d f o r your f u r t h e r i n f o r m a t i o n .
Our r e p r e s e n t a t i v e , E l l e n Libman, w i l l b e i n y o u r a r e a i n t h e
n e x t two weeks. S h e w i l l c a l l on y o u t o p r o v i d e you w i t h
I
a d d i t i o n a l i n f o r m a t i o n . Of c o u r s e p l e a s e f e e l f r e e t o c o n t a c t me
a t anytime.

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VALUATIONANTI-TRUST
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February 1 3 , 1987
Stanley 3. Caterbone
1 7 5 5 Oregon Pike
Lancaster, PA 17601
Re: Carter Manor Associates
Dear Stan:
Enclosed is a Loan Request for Carter Manor Associates for the
Refinancing of two particular properties that it currently owns
and we would appreciate you consideration of this matter. Please
note that the terms in the Loan Request are negotiable.
If you have any questions, please do not hesitate to contact me.
Sincerely,
Enclosure

MORTGAGE BANKING
PROPERTYPage
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BUSINESS ACOUISITIONS
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)
1681 Crown Avenue 1 PO Box 8200 i Lancasler PA 17604 11717) 395-7100
Advanced Media Group Page 10
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COLUbBIA ASSET MANAGEMENT CORP.

IXVESTbENT BANKERS
TWINING OFFICE CENTER

715 TWINING ROAD SUITE 116
DRESHER. PA 19025
Scott Rabertson
1755 Oregon P i k e
Lancaster , P A 17601
February 1 0 1987
Dear Scott :
Enclosed i s a vrrite up o n the prcxperty w e discussed.

The owner desires to refinance for a minimum of
$2,500,000 o n a non-recourse assumable basis. It i s
understood that the enclosure is ta b e forwarded to a
private investor in Texas and is not to b e shown to
anyone else.
I f this is handled to our satisfaction, I would b e

pleased to submit additional properties for your clients
cc-nsideratinn.
Leonard M. Shendell

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Qxative Finance Campany

P.O. Box 4412
Lancaster. PA 17604
Hi* Ascciates, LTD.

Tom Kyle
1861 William Pem Way
Iaraster, PA 17601
February 3, 1987
Dear Tom:
As per your recent mane conversation w i t h Bob brig, I would like to give
you scane information reganiing cur lenling ability. I have been selected to
,l represent a group of Institutiondl Investors that are htemsb3 in projects in
the Eastern part of the acRmtry. We are able to finance projects ranging in
s i z e of $3 t o $100 million. hrojeds include aparbe&s, retail, office,
hdwtrial, health care f a c i l i t i e s , mabile hare parks, hotels and mini
warehouses. Underwriting can be very f a s t and can often times be approved in
14 days froan time of application. follow^ is list of underwriting
r q h x m m t s ; pro forma, rent r o l l , financial statemnts, resume of borrower,
. I and s c a n e under~ certain c a d i t i o n s an MAI Wraisal. For new a m s t n ~ c t i o n
a sales agreement and cost brealcdowns are r q u i r d .
~slclosed is a copy of our portfolio. I hope that w e on do h i n e s s
together and provide ycmr financing for your next: project, o r possibly prwide
a r e f h n c i q package f o r ycur existing portfolio. I appreciate the
opportunity to work w i t h you.
W e may be reached a t the following nlrmber; (717) 569-5555

)

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K E N N E PROPERTY
~Y CORPORAT~ON
A Subsidiaw of Kennedy Health Cars Foundation
May 6, 1987
Mr. Stan Caterbone

1755 Oregon Pike
Lancaster, Pennsylvania 17601
Dear Stan:
This correspondence is to address our previous conversations
regarding the refinancing of some commercial real estate that I
am currently managing for Kennedy Property Corporation. At that
time, you had requested information on each of the buildings so
as to determine the feasability of this endeavor.
Of the four properties listed, three are owned by Kennedy
Property Corporation and the fourth is owned by Professional
Medical Management, Inc. Both companies are subsidiaries of the
Kennedy Health Care Foundation.
Enclosed you will find a description on each property. This is
accompanied by the current lease schedule for each property and
an income statement for Kennedy Property Corporation.
If after reviewing this package you believe that favorable fixed
terms can be provided, please contact me at your earliest
convenience.
Sincerely,
Michael Lawson
Property Manager
ML/~
Enclosures

MORTGAGE
P.O.Box 1015BANKING
' PROPERTY Page
Page
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MICHAEL LAWSON
Property Manager
P.O. rn 101s
im E Q nubor
~ M.
1wmn.Il.. WJ mot1

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Management Group, LTD
,,".K,., WAMCMC". G..O", ,,o
EXECUTIVE VICE PRESIDENT
554 Berliley Road

Stone Hartwr, NJ 08247
( W )%7-5184
J u l y 24, 1987
J i m Bly
Sourcz C a p i t a l
6725 (Xlrran Street
W e a n , VA 22101
Dear J i m :
. .
Enclosed is t h e p a c k * f o r t h e Real E s t a t e Deal as per o u r
c o n v e r s a t i o n . Pl- g i v e me your response as to a n i n d i c a t i o n of i n t e r e s t as
= a n as p o s s i b l e so t h a t I may c o n t a c t someone else if you are n o t i n t e r e s t e d .
I a p p r e c i a t e your t i m e and c o n s i d e r a t i o n .
Zk ley J. catertxre

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Securltl~sOffcred through Planner's Securnler Group. Ine.
A Reglitered BrokcrlDealer Member StPC Member NASO
VALUATIONANTI-TRUST
IN CHAPTER of 45
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I. Scope of B u s i n e s s
11. Servioes and f u n c t i o n s of Sour- C a p i t a l , I n v e s t o r / I n v e s t o r s , and Bennet

Williams.
111. S t r u c t u r e of S y n d i c a t i o n
IV. Costs of S y n d i c a t i o n - Bennett W i l l i m F i n a n c i a l Center
V. Financial Projections

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sWswpE..a...~~-~.~.s2
. .
The follwing is a pr-1 to Bennett Williams, Im. to provide the
, . syndication and marketing of the 2.6 million o f f i e building to b e constructed
i n downtown York, PA. This prqms-a1 is an attecrpt to describe t h e role and
function of Swrce Capital along w i t h the relationships of Bennett Williams,
Im. and the Investor/I-tors.
The plm of the p r o j e c t is to r a i r e the ~ rcapital /approximately 2.6
million (excluding syndication f e e s ) and to mange the partnership t h r w g h its
entirety until it is dissolved. As per previous conversations, t h e building
will be funded m n p l e t e l y from partnership proceeds w i t h t using debt, which
will provide a steady stream of inccme, projected to be between 12% - 15%w i t h
the p o s s i b i l i t y of refinancing t h e p r o j e c t around t h e =nth year i n order to
return the o r i g i m l capital back to the investors.
R1G w i l l l e w i c e m n t e r , similar t o that

also consider developing a F i ~ r C i a S
which e x i s t s i n Lamaster. While Bennett Williams w i l l be the major t e n a n t and
responsible for the 1- up, f%2 w i l l consider also a i d i n g i n t h a t pr-
through w n s i o n of t h e i r business to York.

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I.: DELI% E . B F T T . ..WIUI.W.-zTK GU'E~...~~~E~..IG..~?.,.)

T k Gewral Partner (GP) will be responsible for t k following:
a). Development - The G.P. will be r-nsible for all dsvelcpwnt
involved in t k project.
b). Construction - The G.P. will be r q n s i b l e for all construction
pbses associated with the project.
c). Lait-g - All leasing responsibilities will be of the G.P. The
G.P. will have the task of obtaining l a occupancy of the building
i n a reasomble and timely fashion. The G.P. will also be
responsible for determining the fair market value of the =pa-
and for attracting attractive t e ~ n t s

with favorable leasing
agreements to maintain a favorable and healthy cash flow.
d). Management - The G.P. will be m n s i b l e for the managsent of
both tenants and the building in order to obtain maximum
income and future appreciation given favorable eoomnic oonditions.

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LL W L I C N E ~.%...%!?IT.K
MG, Ltd. w i l l be r e q x n s l b l e f o r the follcwing services and factors:
a). The Syndicator w i l l be r e n s i b l e f o r a l l legal
and a-nting services rezdsd to register the partnership with
the a p p r w r i a t e regulatory authorities i n order to solicit
investors.
b). Prospectus - The Syndicator w i l l be reqmnsible f o r the development
and prmhction of the pr-tus to be used to solicit investors.
c). Marketing - The Syndicator w i l l be responsible f o r the marketing
and s o l i c i t a t i o n of investors i n order to r a i s e the necessary
capital to f i m n c e the project.
d). Distribution of ~ r o c e e d s- The Syndicator w i l l be responsible f o r
a-nting and reporting functions necesrary to provide investors
w i t h the progress and performance of the Partnership. The
Syndicator w i l l be r w n s i b l e f o r the reporting regulations of the
Interm1 Revewe Service f o r both Investors and the G.P. The
Syndicator w i l l a l m be responsible f o r U7e distribution of p r m
both &ring operation and upon sale w r e f i ~ n c i n gof the project.

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The follcwing is a c k s c r ~ p t i o nof the s t r u c t u r e of t k p a r t n e r s h i p . T k
Partnership will be r e g i s t e r e d by t k Securities and Exckr@ Carmisrion a s a
Private Pla-nt -lation D, Rule 144 Offering. T h i s w i l l l i m i t t h e rxlrrber
of u m c c r e d i t e d i n v e s t o r s t o 35.
Bennet Williams Inc. - General P a r t n e r
Eqity: 20% of P a r t n e r s h i p sale d i s t r i b u t i o n s
Incane: 15%of Net c a s h f l o w d i s t r i b u t i o n s
. . Souroe C a p i w - Marketing F e e s
Eqity: 5% of P a r t n e r s h i p =le proceeds.
Incane: @ of N e t c a s h flow d i s t r i b u t i o n s
Eqlity: 75%
I m : 85% of Net P r c c e d s
Load : ES% of c a s h goes i n t o actual development

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(gipl-hlwill receive ~ r o x i m t e l y 8% of the capital raie& in
order to perform the necessary services associated with the project. This
imludes all legal, accrxlnting and marketing fees needed.
Bennett-Williams will receive a 3%G.P. developnent fee for pltting the project
together (building design, construction %pervision ...etc.).
The Broker/Dealer (if needed) will receive a 1% syndication fee for

. -
, . registration and preparation of financial disclosure documents for the
. . partnership.
This means approximately a8% of the capital raised will go into the actual
j' iltilding and grand. This ircludes all 1-1, aoaunting, printing, marketing,
of the partmrship. With this ratio, the program will be among the most
marketable anywhere in the country.

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FiMnCial M a ~ m n t . Grcup, LTD. w i l l a t t e c r p t to &welop a F i M I X i a l Service
Center similar to the L a n c a s t e r Office i n t h e b u i l d i n g b e i n g vndicated. MG
has d e v e l q x d a F u l l Service F i m w i a l C e n t e r t h a t p r o v i d e s a l l of the r e l a t i v e
services re=essary to mamge t h e f i ~ n c i a affairs

l of i n d i v i d a l s , b u s i n e s s e s
and institutions. The Center w i l l i n c l u d e the f o l l o w i n g services:
1. F i r e n c i a 1 Planning
2. Investment and P o r t f o l i o Management
3. k c c u n t i n g and Tax P r e p a r a t i o n
4. Real E s t a t e Services
5. Legal Servioes
6. I ~ r a r c Services
e
7. I ~ ~ and nMortgage
t Banking
Finamial Managewnt Group, LTD w i l l s t r u c t u r e the C e n t e r similar to that of
the Lamaster location with the e x c e p t i o n that Bennett Williams w i l l have a
role i n the f o r m a t i o n and the o p e r a t i o n s o f the Center. Ft% w i l l p r o v i d e the
recruiting and managerent of the -ration and w i l l u s e t h e w r r e n t s y s m
that Pave been dweloped and used in Lancaster. The ownership w i l l be
structured m n g MG, B e n n e t t W i l l i a m , and the other Major P l a y e r s who wish to
pt involved. Enclw_sd is a n o r i g i ~ Busi-

l P l a n t h a t o u t l i n e s tk c o n c e p t
i n more detail.

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The following Firms have exprezsed very s t r o n g and f a v o r a b l e i n d i c a t i o n s
of i n t e r e s t to s i g n lorg term 1- agreements f o r -ace. P l e a s e be aware t h a t
this will be the premier office q ~ c elocated i n Downtown York, and mt
irrportantly w i l l be the Only O f f i c e S>acz with on site parking. Parking spa-
will be rented for $30.00 p e r month, and t h i s is t h e f a i r market v a l u e , n o t
c o n s i d e r i n 3 the convienewe.
Bennet Williams will occupy 25% of the space a t market v a l u e lease
agreemenb. Bennet W i l l i a m s is t h e l a r g s t Real E s t a t e Firm i n the York area,

0 and is one of the L a r i Q t i n C e n t r a l Pennsylvania. Dave %had is the P r e s i d e n t
and can be reached a t (717) 843-5551.
Cum-ican Erpress 7 . W Sq. F t .
York Bank 10,000 "
FIcrxrunting Firm 5,000 "
wraisal Firm 1,1333 "
Bennet ~ i l l i a m s 8,000
Total 3 1 , 5 0 Square F e e t '

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WSH FLOW
WRD COSTS
WISITImi 31,000 32. FT. @ $10.00 $310,000

CCNSTRUCTIa'l 9,033 SQ. FT. @ $6.00 $54,003
4% CONTINGENCY FEE $1.960,00CI.O(i 108 PARKIW SPACES e m/m. $38,800
TClrPL INCOME $402,800
SOFT COSTS
DES1Q.I $ 1 ~ , 0 ~ k l . ~
FuWISHINGlj $m,oi3o.ix C ; W ON CAW RETURN 15
F I W I f f i FEES $ZB,KKl.Oi,
TOTAL COSTS $Z,~~R,GXJ.IX)

MORTGAGE BANKING
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2017
VALUATIONANTI-TRUST
IN CHAPTER of 45
AND
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INTELLUCUAL
17-10615 EXCEEDS
PROPERTY 02/16/2007
$50LITIGATION
MILLION DOLLARS
CLAIMS

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h 8 ADqebSr QL 90067
, FEB 1
::mA~.Culcrr'b
SEE REVERSE
SIDE FOR i
INSTRUCTIONS s
t&--.
-
......-.. ~-
FICTITIOUS BUSINESS NAME STATEMENT

THE FOLLOWING PERSONIS) IS (ARE) DOING BUSINESS AS: --
lFictitious B&ess Name(~)
1.
AUDIO SERVlcBs/mBarr sowD aooIOs -
,- Street Address Cltb & State of P r ~ n c ~ pplace
2. -1 al of B u s ~ n e r s ~Cal~forp~a
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ZIPCode -
1137 north k c a d d e n Place, Lam Angrlem, CA 90038
1 ...
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Full name a e g l s t r a n t
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lQorth
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madden Place, La6 Angelas, CA 90038

City
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f show state of ~ncorporat~onl
State Zip Code
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Full name of Registrant (if corporation - show state of incorporation)
Res~denceAddress City State ZiPGde
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Residence Address
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6. New Fict~tiousBusineu
Name Statement
-- . . __-..-
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rn7- IHEREBY CERTIFY THAT THIS COPY IS A CORRECT COPY
OF THE ORIGINAI.STATEMENTOL1 FILE I N M Y OFFICE.
!
7. 2 4
, .efile - Statement expire
a'%> c-
December 31.<*
- File No. -
ry.
THE L m ANGELES
Stan J. Caterbone MORTGAGE DAILY Y)URI\IAL
INTELLECTUAL
1
1
I
c.uus+n( ,am BANKING
PROPERTY
Page
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No.28
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45 Y)URNAL Sunday
OFSUNDAY
Monday
Sunday
January
COMMERCEMAY
May 14, 2016
15,
- REVIEW2017
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Page
turn29AND
of 45
11
wd CASE
INTELLUCUAL
InlUaO 17-10615 EXCEEDS
I . . . . '
PROPERTY
b s l nome 02/16/2007
$50LITIGATION
MILLION
j
DOLLARS
' '
CLAIMS
. .
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r r: city. t a m or port ouca. stat*. snd z ~ ~ c o d . . :, , + ' ':

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line 6 be:@w.Thls is not an eltenslon of Unw lor payment of tar. Tke k w mqalra that'e pen& beth.f#ed f or late. w$m#IIt.
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tar and idle lil~npunless you show relaonible cause for not payon. the tax when due (see 4nstructlonO);, .,.
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1: Other payments (sea instruction E) ..............

)I, Totai (add l i n n 2.3, and 4) ..........................
G lncome tax balance due (subtract line 5 fmrn line 1). Pay In full with mlr form ..:.....
,r Total gift tax you expect to owe for 1981 (w inshuctian E).Notc This i s the amount you oxput to gw
r for the giit tax return due following the cJow ot me tounh uI*nd.r q u e r h r d 1981 (Aimtruciion fot
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.ignature and Verification

I If R e p a r d by Teapayer.-Undu puraltles ofperluy, Ideclen that Ihave bumlnd'thla form, lndudinp eccMnpnylng schadula
.!a StdtcllIents, and to the best of my knowledge and bllef. it Is truo, corn(..ndcomplete.
. -. .:
I IfPrepared by Someone Other Than ~w:&Und.rp.d.y,a of pwfuy, I I h& &mi& t q , af&, Iqdudlng.
rrwnpanying schedules and statemants and to Ui. best of my I&-
buthorized to prepre this form; and that Iam: . '
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court .@ (spdfy luWls(l4n) . : . . - ,.
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ceitified pubnic accountant qualifiql to p m c t b In (*panjurId)_
1 A panon anmlled to practlce beforethe Internal Revenue S.rvlu.
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nl h authorized agent holding' a power of .ttorn+. (YOUn w d not u n d in the power of ~ m o unhss
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1 A penon in close personal br bu.slnau rektion~hlptq Uu bxpem annot ilgn.pilstormkcaliq of l l t n . 4 ' i ) b l r ~ ora@U
pwd cause. MY relationship toihetar&y6rand th.'iwii+v@;tli,
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MAY
May 15,
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2017
VALUATIONANTI-TRUST
IN CHAPTER of 45
AND
11 CASE
INTELLUCUAL
17-10615 EXCEEDS
PROPERTY 02/16/2007
$50LITIGATION
MILLION DOLLARS
CLAIMS

MORTGAGE BANKING
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AND 45
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CLAIMS
BROUT& COMPANY
CERTICIED PUBLIC A C C O U N T A N T S
v E r 10'1 . LOS A N G Z L E S . W O R m l S V O l N . N d.
1900 A V E N U E O F T H E S T A R S
LOF. A N G E L E S . 90087
CAL~FORN~A
213 553-1941
Dear 7-i 3 '
E n c l o s e d i s ttie o r i g i n a l and o n e c o p y o f t h e County o f L o s A n g e l e s B u s i n e s s

S t a t e m e n t a s o f Marcti 1. 1982.
The o r i g i n a l s h o u l d b e s i g n e d b y you a n d p o s t m a r k e d o n or b e f o r e A p r i l 30. 1982.

Mail to:
County o f Los A n g e l e s
Office of t h e Assessor
dPFF.) 4 , @A 9 /YO(
The d u p l i c a t e c o p y i s f o r y o u r f i l e .
Very t r u l y y o u r s ,
BROUT h COMPANY
Enclosures

MORTGAGE BANKING
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From the &sk of ...
VALUATIONANTI-TRUST
AND 45
INTELLUCUAL
17-10615 EXCEEDS
PROPERTY 02/16/2007
$50LITIGATION
MILLION DOLLARS
CLAIMS
ROBERT 0. ACKERMAN
i 519 CENTRAL AVE. HIGHLAND PARK, IL 60035 (312)433-4500

MORTGAGE BANKING
PROPERTY
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VALUATIONANTI-TRUST
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INTELLUCUAL
17-10615 EXCEEDS
PROPERTY 02/16/2007
$50LITIGATION
MILLION DOLLARS
CLAIMS
PLANNER'S SECURITIES
CONSULTING SERVICES
Planner's Securities Consulting Services offers the independence

and expertise to help the client:
1. Develop an INVESTMENT PLAN
2. Determine the criteria for selection of an INVESTMENT

MANAGER
3. Evaluate investment managers, presenting only

those who can meet investment plan's needs
4. Monitor these investment managers' performances

within customer set parameters
5. Monitor monthly detail reports
Our structured approach saves a plan's sponsor, trustees or

individuals time and effort and allows them to retain control over
asset management.

MORTGAGE BANKING
PROPERTY
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VALUATIONANTI-TRUST
IN CHAPTER of
1145CASE
INTELLUCUAL
17-10615 EXCEEDS
PROPERTY 02/16/2007
$50LITIGATION
MILLION DOLLARS
CLAIMS
PTY.
~ ~ t ~ t f e e i s b a t e d o n t h e m a r k e t ~ ~ l o l u e
d the. account, hrdudlng tush. as shown on fhe lnltlal and
gUatW oppratsd a cutodlan bank octhrity 4 ..Th;e maw
.
auement tee k d e t e c m i n e d - m tto the f o l m scheduk
.85%onnext S I . ~ ~ ~ X K K ) C ~ M O ~ ~ ~ ~ V O ~ ~
..
-75%on next s i m m o f ~orketva~ue' .
.65% on nad ' ~1.OObXXKJ

0f;MarketWil~e
-6% on next s l ~ I . l O O C 4MarketValue
R X B ) I ~ E m R T m l m
(~axabieor Non TcKable)
5 of 1%of Maket Value
Fees are prepoyable quatecly. @ d e m g emay be &ed and

allocated per ciient )nmuctlons

MORTGAGE BANKING
PROPERTY
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Advanced Media Group
INVESTMENT Page 35
VALUATIONANTI-TRUST
IN CHAPTER MANAGER
of 45
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INTELLUCUAL
17-10615 EXCEEDS
PROPERTY 02/16/2007
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MILLION DOLLARS
CLAIMS
Dataform
i Name CUMBERLAND ADVISORS, PTY. Telephone 800-257-7013

Contact
.( Address 614 LANDIS AVENUE Name DONALD SULAM
Contact
i city/~tate/Zip VINELAND. NEW JERSEY 08360 Name SUZANNE GREENBERG
Ownership PARTNERSHIP Date Founded .JUNE 1 9 7 3

1 Affiliation NONE
fi Minimum Tax-Exempt Taxable Minimum Tax-Exempt Taxable
c Account Size: S100.000 Fee: $1.500
e Feestructure SEE ATTACHED FEE SCHEDULE
Equity Balanced Fixed Cash

z Manage: Only Acwunts Income [ia Management (7 Other: MUNICIPAL BONDS
Corporate Government International
3 Capital Markets Used: Stock lxl Bond Bond (7 Cash IXI Securities (7
I Real Estate
Equity Futures Options Other: CD' S
Asset Mix in All
jEqJy Accounts as of Max Equity 100 % Min. Equity 0 %
V
t Mutual Funds Managed: CUMBERLAND GROWTH FUND
- In-HouseCo-Mingled Funds: .
Minimum Account
1 Special Services (check one): Active Passive NIA Size (specify):
Bond lmmunization/Bond Dedication
Municipal Bonds
Socially Sensitive (if asked, will not invest in "sin" stocks)
Convertible Preferreds
- - - - -
Convertible Bonds
Government Bonds
INVESTMENT STYLE:
attach statement of investment philosophy and style for each type of management.
f send a copy o f your current marketing piece, contract(s), ADV andfiscal report.
@ 1886 Richard SchlMMh h Awcdates. Ud.The lnlonnatbn providedhaiein la oblalned lrom the investment manager named herein
.ndPublkly lvailaMe .wroes and la bePsMd to be rdiaMe, bul ma mpwmbtlon or wananly is made w to ks accuracy or axnpleteness.
MORTGAGE BANKING
PROPERTY
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1 1 u v c 3I MEN I MANAtikH
Advanced Media Group VALUATIONANTI-TRUST
IN CHAPTER Dataform
Page 36
11of CASE
AND 45
INTELLUCUAL
17-10615 EXCEEDS
PROPERTY 02/16/2007
$50LITIGATION
MILLION DOLLARS
CLAIMS
Name Swanson C a p i t a l Management Telephone (517) 790-1291

Contact
Address
4 6 0 0 Fashion Square Blvd. ~ t 109
e & 111 Name Stephen Swanson
Contact
Cit~/State/Zi~ Saginaw, M I 48608 Name
Ownership Incorporated Date Founded 1973

Affiliation None
Minimum Tax-Exempt Taxable Minimum Tax-Exempt Taxable
Account Size: $100,000 $100.000 Fee: $1,000 $1,000
Fee Structure 1%F~~~~ - u o
In-HouseCo-Mingled Funds: 0
.
Minimum Account
Special Services (check one): Active Passive NIA Size (specify):
Bond Immunization/Bond Dedication El

Municipal Bonds El
Socially Sensitive (if asked, will not invest in "sin" stodts) rn
Convertible Preferreds a
Convertible Bonds rn
Government Bonds rn
, INVESTMENT STYLE:
Please a m h statement of investment philosophy and sty* for each of manawment.
i nt"fe rend a m p y of your current marketing piece, wntract(s), ADV and f seal report.
- I d ,
01 s f l l c h d SChlmMh I ate^, M.Th. lnform6lbnpmvldad IwreIn b obtained fmm the inwamdnt mamger named herem
~ ~ ~ n W * ~ . . ~ b b e ~ t ~ b e r e ~ s b l e ~ b u l m ~ t l o n o r w ~ ~ k m & ~ t o ~ t s - ~ o r a m
I
MORTGAGE BANKING
PROPERTY
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INVESTMENT MANAGER
Page 37
VALUATIONANTI-TRUST
IN CHAPTER of 45
AND
11 CASE
INTELLUCUAL
17-10615 EXCEEDS
PROPERTY 02/16/2007
$50LITIGATION
MILLION DOLLARS
CLAIMS
Dataform
(818) 247-5330
Name Van Deventer & Hoch Telephone (213) 245- 7 4 6 1
420 North Brand Boulevard, Suite 405 Contact
Address Glendale, CA 91203 Name Richard A. Snyders
Contact
cin//State/zip 1 Name
Ownership Chemical New York Cor~oration Date Founded 1969
Affiliation
Minimum Tax-Exempt Taxable Minimum Tax-Exempt Taxable
~ c c o u nSize:
t $100,000 $100,000 Fee: (annual) $2.000 $2,000
Feestructure 2% first $100,000; 1% next $200,000; 3/4% next $200,000:
2/3% all over $500,000
Equity Balanced Fixed Cash
Manage: Only Accounts Income Management Other:
Corporate Government International
Capital Markets Used: Stock Bond Bond Cash [XI Securities a
Real Estate
Equity Futures Options Other:
Asset Mix in A l l
in/ Accounts as of n/a Max Equity % Min. Equity %
Mutual Funds Managed: none
In-House Co-Mingled Funds: none
Minimum Account
Special Services (check one): Active Passive N/A Size (specify):
Bond Irnmunization/Bond Dedication I3

Municipal Bonds [7 Ed a
Socially Sensitive (if asked, will not invest in "sin" stocks)
Convertible Preferreds rn
Convertible Bonds El I3 0
Government Bonds Ed 0
INVESTMENT STYLE:
a- ease attach statement of investment philosophy and style for ewh type of management.
M a copy of your current marketing piece, contractls), ADV and fiscal report.
01986 Richud Schimarth &ksoda(es. m.~ h Infanutbn
s prov~ed m h is obtained fmm the lnvwtmnr manager named herem
."d
Stan J. prblidy .MIlabb
Caterbone wrcw mnd b
MORTGAGE
INTELLECTUAL belle&
BANKING to be rel&e.
PROPERTY m
bul37 representabon a wanamy k made asSunday
its accuracy
toSUNDAY aampkrtemtss.
Page No. 37 of534
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Van Deuenier 81 Hoch
4.0 North Brand
VALUATION Boulevard
Page 38
ANTI-TRUST
IN CHAPTER of 45
AND
11 CASE ~1enda.k.
17-10615California
INTELLUCUAL EXCEEDS
PROPERTY 9120) (213)
02/16/2007
$50LITIGATION
MILLION 247-5330/24;
DOLLARS
CLAIMS
Id Investment Counsel
FEE SCHEDULE
Fees are charged QUARTERLY in advance using the following

W A L formula:
Portfolio Fee as a % of
Value portfolio Value
First $100,000 2%
Next $200,000 1%
Next $200,000 3/4 9
Amounts
Over $500,000 2/39
Examples of V A L Fees:
Portfolio Annual Fee as a % of
Value Fee portfolio Value
750,000 7,167 0.96
I 1,000,000 8,833 0.88
2,000,000 15,500 0.78
I 3,500,000 25,500 0.73
I
5,000,000 35,500 0.71
pINIMUM ANNUAL FEE: $2,000 PER YEAR

I
I Note: No start-up or termination charses
i
I
II Stan J. Caterbone INTELLECTUAL
MORTGAGE BANKING
PROPERTY
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VALUATIONANTI-TRUST
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17-10615 EXCEEDS
PROPERTY 02/16/2007
$50LITIGATION
MILLION DOLLARS
CLAIMS
. .
- ----.-!---.;
I
.. .'
.'* - -._% L.1;
=.L--. -__
1
PENSION A N D PROFIT SHARING COLLECTIVE INVESTMENT FUND
REPORT O N EXAMINATIONS OF FINANCIAL STATEMENTS

for the years ended December 31, 1986 and 1985

MORTGAGE BANKING
PROPERTY
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VALUATIONANTI-TRUST
IN CHAPTER of
1145CASE
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17-10615 EXCEEDS
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$50LITIGATION
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CLAIMS
To the Board of Directors

~ari-isburg,Pennsylvania
We have examined the statements of assets and liabilities
of the Pension and Profit Sharing Collective Investment Fund
as of December 31. 1986 and 1985, including the portfolio of invest-
ments as of December 31, 1986, and the related statements of opera-
tions and changes in net assets for the years then ended. Our
examinations were made in accordance with generally accepted audit-
ing standards and, accordingly, included confirmation of investments
held for the account of the fund by the custodians, and such tests of
the accounting records and such other auditing procedures as we con-
sidered necessary in the circumstances.
.In our opinion, the financial statements referred to above
present fairly the financial position of the Pension and Pro-
fit Sharing Collective Investment Fund as of December 31, 1986 and
1985, and the results of its operations and the changes in its net
assets for the years then ended, in conformity with generally
accepted accounting principles applied on a consistent basis.
We have also previously examined. in accordance with gen-
erally accepted auditing standards. the financial statements of the
fund for each of the three years in the period ended December 31,
1984; and we expressed unqualified opinions on those financial state-
ments. In our opinion, the financial information set forth in Note 4
to the financial statements for each of the five years in the period
ended December 31, 1986, is fairly stated in all material respects
in relation to the financial statements from which it has been
derived.
March 19. 1987

MORTGAGE BANKING
PROPERTY
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,f&Q
2 Media Group
Advanced
L,76 ',."-
Page 41AND
VALUATIONANTI-TRUST
INPENSION
CHAPTER of
1145CASE
INTELLUCUAL
I . . .
.. . , .
:'
-.:.-::r-
02/16/2007
- ;...
,
.?.-
P R17-10615
O F I T S HEXCEEDS
PROPERTY
A R I N & ' "$50
, . -LITIGATION
MILLION I DOLLARS
CLAIMS
?
AND -&:% ; v , - ! . ! : , 2 .:$?
.u-
COLLECTIVE INVESTMENT FUND ... I
STATEMENTS O F A S S E T S AND L I A B I L I T I E S
h
"//...,.
... . _... ! .
December 31, 1986 and 1985
ASSETS:
Investments at value (cost
$126,174,490 and $125,472,567,
respectively)
Cash
Accrued interest and dividends
receivable
Total assets
LIABILITIES:
Income due participants for month
of December 1986, payable
January 1, 1987 at rate of
$.697 per unit and for month
of December 1985, payable
January 1, 1986 at rate of
S.800 per unit
Accrued expenses
Total liabilities
NET ASSETS
Net assets are represented by:

Funds applicable to 1,093,410 units
outstanding, equivalent to
$131.00 per unit in 1986,,and
to 1,174,423 units outstanding
equivalent to $121.81 per unit
in 1985:
Consisting of:
Amounts invested by
participating trusts 111,304,255 116,450,421
Accumulated gain on securities
sold o r redeemed 24,250,255 13,163,605 '
Unrealized appreciation
of investments 15,432,951 15,944,284
Excess of accumulated redemption
value of units redeemed
over participants' cost (7,778,196) (2,520,983)
Undistributed net investment
income 28,780 16,695
$143,238,045 $143,054,022
See accompanying notes to financial statements.
MORTGAGE BANKING
PROPERTY
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VALUATIONANTI-TRUST
IN CHAPTER of 45
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INTELLUCUAL
17-10615 EXCEEDS
PROPERTY 02/16/2007
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MILLION DOLLARS
CLAIMS
THE VILLAGE OF OLDE HICKORY

VILLAGE SQUARE OF OLDE HICKORY
OLDE HICKORY RACQUET CLUB
BOYDfWILSON BUILDING
OREGON PIKE
MANHEIM TOWNSHIP
LANCASTER COUNTY, PENNSYLVANIA
for
BOYD/WILSoN COMPANY
MARY L. CLINTON
APPRAISAL ASSOCIATES, INC.
PRESIDENT
DATED: SEPTEMBER 1, 1985

MORTGAGE BANKING
PROPERTY
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VALUATIONANTI-TRUST
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17-10615 EXCEEDS
PROPERTY 02/16/2007
$50LITIGATION
MILLION DOLLARS
CLAIMS
.,. . ..,
.. . .. .- 430 WEST CHESTNUT STREET LANCASTER, PENNSYLVANIA 17603
October 2 3 , 1985
BoydfWilson Company
208 Oregon Pike
L a n c a s t e r , PA 17601
ATTN: Dale Witmer
RE: The Olde Hickory Complex
Dear M r . Witmer:
I n accordance with your r e q u e s t , I have examined t h e above p r e m i s e s , c o n s i s t i n g

of a group of townhouses, 3.0 s t o r y e l e v a t o r garden apartment b u i l d i n g s , a l o c a l
shopping c e n t e r , ( 2 ) o f f i c e b u i l d i n g s , a r a c q u e t c l u b and miscellaneous improvements
i n c l u d i n g a swimming p o o l , a 30 a c r e g o l f c o u r s e and t e n n i s c o u r t s l o c a t e d on
approximately 100 a c r e s of l a n d i n Manheim Township, L a n c a s t e r County, Pennsylvania.
The purpose of my examination and s t u d y i s t o v a l u e t h e premises i n t h e c u r r e n t
market .
t
I n a r r i v i n g a t my v a l u a t i o n , I have among o t h e r f a c t o r s c o n s i d e r e d t h e following:
(1) Location Trends. The V i l l a g e of Olde Hickory and t h e surrounding developing

a r e a i s an a t t r a c t i v e r e s i d e n t i a l d i s t r i c t . I am o f t h e o p i n i o n t h a t i t
w i l l maintain i t s p r e s e n t s t a t u s o r g r a d u l l y improve.
(2) I e s t i m a t e t h e e s t a b l i s h e d Net Income imputable t o a l l t h e f r a c t i o n s of t h e

V i l l a g e of Olde Hickory a t $1,324,333 p e r annum.
(3) C a p i t a l i z e d Value f o r both income flows which computes a t $13,000,000

per annum. T h i s i s p r e d i c a t e d upon t h e t o t a l e a r n i n g s o f $1,324.333 p e r
annum c a p i t a l i z e d a t an o v e r a l l r a t e of 10.14%.
I n my o p i n i o n , t h e market v a l u e of t h e premises i n t h e c u r r e n t market is:
THIRTEEN MILLION DOLLARS
I n l i g h t of t h e s e c o n s i d e r a t i o n s and o t h e r f a c t o r s s e t f o r t h i n my a p p r a i s a l r e p o r t
which f o l l o w s , I have a r r i v e d a t t h e aforementioned v a l u a t i o n .
Stan J. Mary L. CINTELLECTUAL

Caterbone linton
MORTGAGE BANKING
PROPERTY
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VALUATIONANTI-TRUST
IN CHAPTER of 45
AND
11 CASE
INTELLUCUAL
17-10615 EXCEEDS
PROPERTY 02/16/2007
$50LITIGATION
MILLION DOLLARS
CLAIMS
INCOME APPROACH
VILLAGE OF OLDE HICKORY:
DEFINITION: T h i s approach d e a l s with t h e p r e s e n t worth and f u t u r e p o t e n t i a l

b e n e f i t s of t h e p r o p e r t y . This i s g e n e r a l l y measured by t h e n e t income which
a f u l l y informed person i s warranted i n assuming t h e p r o p e r t y w i l l produce d u r i n g
t h e remaining u s e f u l l i f e . A f t e r comparison with investments of s i m i l a r t y p e and
c l a s s , t h e n e t income i s c a p i t a l i z e d i n t o a value e s t i m a t e .
The g r o s s and n e t income g e n e r a t e d by t h e c u r r e n t r e n t s f o r t h e y e a r 1985 a r e

d i v i d e d as f o l l o w s :
Annual Gross Income Annual Net Income
Residential $2,224,766 $1,072,465
Commercial Income 275,714 204,182
Golf & Swimming 93,310 (11,870)
Racquet Club
Total
(Expense r a t i o i s 52% of g r o s s ( i n c l u d i n g vacancy & bad debt allowance).
The r e s i d e n t i a l income o f $2,224,766 p e r annum averages $89.31 p e r room p e r month.

The l e a s e s have a 1 y e a r term with t e n a n t s absorbing a l l o f t h e i r e l e c t r i c a l charges
which i n c l u d e s e l e c t r i c h e a t i n g , a i r c o n d i t i o n i n g and h o t w a t e r .
Management e x p e c t s a t u r n o v e r of 30% t o 35% i n t h e r e s i d e n t i a l u n i t s d u r i n g 1985.

This would i n c r e a s e t h e r e n t r o l l m a t e r i a l l y a s shown on t h e following s c h e d u l e o f
Monthly Rates e f f e c t i v e September 1, 1985.
A 3% allowance f o r vacancy and bad d e b t s was considered a p p r o p r i a t e due t o t h e f a c t

t h a t t h e r e i s g e n e r a l l y a w a i t i n g l i s t f o r new c o n t r a c t s .
COMMERCIAL RENTALS:
Rentals f o r t h e shopping c e n t e r , t h e f o u r o f f i c e s i n t h e former s t o n e farmhouse and

3 r e t a i l and o f f i c e u n i t s i n t h e Boyd/Wilson Building aggregates $275,714 p e r annum
( s e e schedule of b a s e r e n t a l s ) . A 5% vacancy and bad debt d e d u c t i o n appears a p p r o p r i
based on p a s t h i s t o r i c a l r e c o r d s .
The r e n t a l o f f i c e ( U n i t 6 ) does n o t c o n t r i b u t e any r e n t . I have a p p l i e d a r e n t a l o f

$6.75 p e r s q . i t . which i s i n t h e lower h a l f of t h e r e n t r o l l range which computes
I
t o $9,072 annually. 1
The income from t h e Golf and Swim Club which we have taken from t h e l a s t s t a t e m e n t
of e a r n i n g s i s $93,310 p e r annum and m i s c e l l a e o u s income approximates $5,000 p e r y e a r
Stan J. Caterbone
x P P a SINTELLECTUAL
MORTGAGE
a 1 ~ S S O CBANKING
S . ~PROPERTYPage
Page
S 430 WEST
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STREET, IANCASTER,Sunday
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116m
VALUATIONANTI-TRUST
IN CHAPTER of 45
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11 CASE
INTELLUCUAL
17-10615 EXCEEDS
PROPERTY 02/16/2007
$50LITIGATION
MILLION DOLLARS
CLAIMS
June 15, 1987
Mr. Stanley Caterbone

FINANCIAL MANAGEMENT GROUP LTD
1755 Oregon Pike
Lancaster, Pennsylvania 17601
Dear Stan:
It was good speaking with you - - at last - - after our message

go round. Enclosed are the materials you requested. I expect that
this should reach you by Wednesday.
As I indicated to you, Hunterdon County is the area I have tareeted

for development in New Jersey. InteretaLc 78 was completed this
year and tied Hunterdon County into a 25-35 minute commute to many
major corporate centers in New Jersey, i.e. Morristown. Princeton
and New Brunswick. After completing a survey of the area, I am
satisfied with the resulting information. I have been dealing with
local brbkers with a view towards locating both residential and
commercial sites for development, several properties are under negotiation
at this time. These projected investments are well leveraged and
offer impressive cash-on-cash returns.
I look forward to discussing these opportunities with you.
SW:wc
Enclosures
Via Express Mali

MORTGAGE BANKING
PROPERTY
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Escaping the UNIX1 Tar Pit

Producing CD-ROMs in the UNIX Environment
Authored & Published in January of 1991
Stan J. Caterbone
Director of CD-ROM Technologies for American Helix Technology
Director of Advanced Media Group, Ltd.
1857 Colonial Village Lane
Lancaster, PA 17601.
Phone: (800) 525-6575
Fax: (717) 392-7897
John S. Garofolo
Computer Scientist
National Institute of Standards and Technology
Technology Building,
Room A-216
Gaithersburg, MD 20899
Phone: (301) 975-3193
Email: john@ssi.ncsl.nist.gov
UNIX is a trademark of American Telephone and Telegraph, Inc. (AT&T). 2Disclaimer: Certain trade names and company products are
mentioned in the text in order to adequately specify procedures and equipment used. In no case does such identification imply
recommendation or endorsement by the National Institute of Standards and Technology, nor does it imply that the products are
necessarily the best available for the purpose.
Just when things are going smoothly, and we begin to feel a little too comfortable and too
confident with CD-ROM technology, someone or something puts us in our place -- and
thankfully so. It's these challenges that facilitate our progress toward broadening the horizons
of CD-ROM technologies.
This article is intended to inform publishers and manufacturers of the problems that can be
encountered in using UNIX tar-formatted files as a medium of data submission for CD-ROM
production and some of the issues confronting the next generation of CD-ROM publishers.
Databases developed on non-DOS-based3 systems which have performance requirements that
exceed MS-DOS capabilities are becoming more commonplace. Ironically, the existing CD-ROM
production infrastructure has been created and supported primarily by DOS-based systems.
Although we are making progress in publishing data on other platforms, a large majority of
the CD-ROMs published today are still designed on DOS machines for use on DOS machines.
The current tendency to link CD-ROM with DOS is making difficult the implementation of CD-
ROM technology on non-DOS systems and, therefore, slowing its widespread acceptance.
3DOS is a trademark of the International Business Machines Corporation (IBM) and MS-DOS is
a trademark of the Microsoft Corporation.
The ensuing paragraphs illustrate the need for the CD-ROM industry become more in tune with
the trends which are shaping information technologies. CD-ROM, which is one such
information technology, is beginning to recruit a new breed of both users and publishers,
which are hoping that CD-ROM will adapt to them, as opposed to them having to adapt to it.
The Automated Speech Recognition Group of the National Institute of Standards and
Technology (NIST) is one such CD-ROM publisher.
The NIST Automated Speech Recognition Group

Sponsored in part by the Defense Advanced Research Projects Agency Information Science

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and Technology Office (DARPA-ISTO), the group designs and implements methods of
performance evaluation for spoken language systems. These systems consist of natural
language understanding as well as speech recognition components. Additionally, it distributes
databases, or corpora, of speech recordings as standard reference material for the
development and evaluation of these systems.
Traditionally, these speech corpora have been recorded and stored in a digital form rather than
in an analog audio format. This allows the data to be easily loaded, stored, and manipulated in
computers and prevents signal degradation in copies. The speech is digitized at a sampling
rate of between 10 and 20 kHz., as opposed to the 44.1 kHz. sampling rate used in CD-audio.
Digitizing speech at these sampling frequencies keeps intact the properties of the speech
signal that are important for automatic speech recognition while minimizing storage
requirements. These corpora typically consist of thousands of spoken phrases or sentences
which are stored in separate files for ease of computer manipulation.
In the mid 1980's, the NIST began an archival/lending library for public domain speech
corpora. The corpora were originally maintained and distributed on half-inch reel-to-reel digital
magnetic computer tapes. Initially, these corpora were small, but as recognition systems
became more sophisticated, their appetite for "training" data grew tremendously. By the end
of the decade these corpora were each occupying 50 or more 6250 bpi. half-inch magnetic
tapes and even larger databases were on the horizon. Managing these colossal databases of
speech had become a real problem. Simply storing, copying, and distributing the corpora had
become unwieldy. Furthermore, maintaining the integrity of the corpora was even more
difficult as tapes were frequently damaged in shipment or by rogue tape drives.
NIST and CD-ROM

By early 1988, the NIST Automated Speech Recognition Group had begun investigating optical
disk storage technologies as a means of replacing its tape archives. Initially, Write-Once Read-
Many (WORM) technology was considered for use as a universal distribution medium but was
found to lack adequate standardization. Fortunately, in the Spring of 1988, the ISO-9660 file
format standard for CD-ROM was adopted and CD-ROM was chosen by NIST as a new
"experimental" medium for distributing speech corpora.
NIST decided that the first corpus to be produced on CD-ROM would be the DARPA "TIMIT"
Acoustic-Phonetic Continuous Speech Corpus. Under DARPA sponsorship, TIMIT was jointly
designed, recorded, transcribed, and archived by Texas Instruments (TI) , the Massachusetts
Institute of Technology (MIT), SRI International, and the National Bureau of Standards (now
NIST). The TIMIT corpus was designed to provide speech data for the acquisition of
acousticphonetic knowledge and for the development and evaluation of automatic speech
recognition systems. The corpus contains recordings of 630 speakers from 8 major dialect
divisions of American English each speaking 10 phonetically-rich sentences. In addition to
standard orthographic (text) transcriptions, TIMIT contains unique time-aligned phonetic
transcriptions.
NIST felt that TIMIT's unique structure would be of great interest to speech researchers and,
therefore, would probably be ideal for widespread publication on CD-ROM. NIST decided to
publish two-thirds of the corpus on a "prototype" CD-ROM. Because of the ISO-9660
restrictions on filename length and format, the chosen two-thirds of the corpus to be placed
on CD-ROM was restructured from a flat directory structure with lengthy unique UNIX
filenames into a dense 5-level directory hierarchy, which reflected the design of the corpus and
conformed to ISO-9660. The resulting directory structure contained 4200 bottom-level
subdirectories -- one for each sentence-utterance, and 3 files per utterance for a total of
12,600 data files! This new organization required the use of the entire path and filename to
uniquely identify a file but was "visually navigable."

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To date, more than 200 "TIMIT Prototype" discs have been distributed to universities and
speech research laboratories worldwide. The discs were well received by the speech research
community and have been read on PC's, Macintoshes4, various UNIX systems, NeXT5
machines and MicroVAXes6. The "experiment" had proved to be successful.
As of this writing, NIST has produced four releases of speech corpora on eight discs. Recently,
NIST completed production of its most ambitious speech disc so far. The new disc is a
complete revision of the TIMIT Prototype disc and contains the speech for the complete 630-
speaker corpus as well as all-new time aligned word-boundary transcriptions. The new TIMIT
CD-ROM contains 25,200 data files (4 files per utterance) as well as more extensive
documentation and software utilities.
After the production of the TIMIT prototype disc, NIST recognized the need to distribute
speech 4Macintosh is a trademark of Apple Computer, Inc. 5NeXT is a trademark of NeXT, Inc.
corpora in a consistent format. Unfortunately, no standard file format existed for storing and
exchanging speech signals. Compounding this problem, almost every speech research
laboratory around the world used different hardware and software configurations for speech
signal processing and analysis.
A UNIX-Based CD-ROM Preparation Workstation

In order to implement a full scale CD-ROM production effort, the Automated Speech
Recognition Group built a UNIX-based CD-ROM publishing workstation, which also doubles as a
general-purpose speech research system. CD-ROM images are prepared on a Sun
Microsystems server system with 32 megabytes of main memory, 3 gigabytes of high-speed
magnetic disc storage, a 9- track tape drive, an 8mm tape drive, and of course a CD-ROM
drive. The workstation contains two 1.2 gigabyte magnetic disc drives on which entire CD-
ROM images can be assembled and simulated.
Each CD-ROM is now organized entirely in the UNIX environment. Many of the standard UNIX
utilities and capabilities have proven ideal tools for CD-ROM preparation. Tar files are now
submitted for CD-ROM replication on one 8mm tape, instead of 5 or 6 half-inch reel-to-reel
tapes.
UNIX-based CD-ROM premastering software is planned to be added in the near future to help
alleviate some of the complications NIST has experienced in submitting data for replication. By
performing ISO-9660 formatting in house, an ISO-9660 image can be submitted to the
replication facility. The ISO-9660 image can then be directly loaded into a mastering system
thus circumventing the problems which can occur downloading tar-formatted files.
NIST has developed strategies to maximize the portability of its CD-ROMs by organizing
speech data into a consistent format and providing utilities which can be linked into each
laboratory's unique hardware and software systems. To accomplish this, a flexible, object-
oriented header structure was developed for the exchange of speech files, especially on CD-
ROM. The header is an ASCII-based structure prepended to each speech file and allows an
utterance to be uniquely identified (even if the file is copied from CD-ROM and inadvertently
renamed) and describes basic attributes of the speech signal to aid in digital to analog
operations. A set of software utilities have been written, "Speech Header Resources"
(SPHERE), to provide a low-level interface for importing and manipulating these files. NIST
now publishes all speech data in this more consistent format.
A Data Submission Problem

All of the key components for efficient CD-ROM production were in place at NIST, except for a
vehicle for data submission. When NIST initially delved into the world of CD-ROM production,

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it was dismayed to learn that most CD-ROM replication facilities accepted only standard ANSI
labeled or ISO-9660 imaged tapes as transfer media. The small Automated Speech
Recognition Group could not justify the expense of purchasing a special-purpose premastering
workstation dedicated to creating ISO-9660 tapes. Neither could NIST provide standard ANSI-
labeled tapes because the simple structure of ANSI-formatted files would not preserve the
extensive directory structure required by the many files typically contained in speech corpora.
The UNIX tar Answer?

The tar-formatted tape is the standard medium of data exchange in the UNIX world and NIST
had been successfully distributing speech corpora on "tar tapes" for several years. The UNIX
tar (Tape Archive) utility was designed to create a portable archive format for UNIX files. The
tar program generates a single file (usually on magnetic tape) which contains all of the
information necessary for reconstituting directories, files, and UNIX-specific file parameters.
What distinguishes the tar utility from most other archive programs is that the archive format
it creates is portable across machines and operating systems. The key to the tar format's
portability is in its simplicity. Tar does not employ any elaborate compression algorithms when
generating an archive. It simply creates a byte-for-byte copy of each file to be archived with a
prepended header block. The header block contains the path and name of the file (or
directory), the file size, the time of last modification, and UNIX ownership and permission
flags. Because the information in the each header block as well as the file itself is byte-
encoded, the tar file can be read by any system which can recognize a stream of bytes. Of
course, binary executable files are system-specific and cannot usually be implemented on
differing systems. But text, source code, and binary data files can be easily exchanged.
To date, the tar program has been ported to many operating systems, including MS-DOS and
VMS8 as well as the many variants of UNIX. Because the tar format is portable and preserves
directory hierarchy, and because a tar file can be written to a standard ANSI-labeled tape or
any other storage medium, NIST concluded that tar formatted ANSI tapes would be the ideal
vehicle for providing a CD-ROM-ready file image to a replication plant. Unfortunately, NIST has
found that most replication plants either refuse to accept tar-formatted files or they charge
considerable "data conversion" fees to download the files into their premastering systems. To
say the least, the acceptance of tar as an input medium for CD-ROM production has been less
than universal by the CD-ROM replication industry. The replication facilities that have ventured
into the "tar pit" with NIST have frequently encountered technical delays and cost overruns. In
theory, the tar-tape to CD-ROM process should be simple.
But in reality, it has rarely been straightforward to implement. Pitfalls in Extracting a CD-ROM
Image from a UNIX tar File The challenges encountered in producing a CD-ROM from a 630-
megabyte tar tape, which contains over 25,000 files, can at first seem insurmountable.
Several problems have occurred during production, some of which are still not completely
resolved. Downloading and extracting a CD-ROM image from a tar file can be excruciatingly
slow, taking 15 or more machine hours of time for a single disc image. If a tar file is packed
with thousands of files, unforeseen complications can arise in the extraction process, and
diagnosing and troubleshooting all of the subsystems involved can become painful for even the
most experienced of engineers and technicians.
Extracting the file structure from a tar file for a CD-ROM such as the new TIMIT disc requires a
great deal of time and attention because of the extraordinary number of directories and files.
The subsystems involved in the tar extraction process require seamless integration. These
include the PC hardware platform and MS-DOS operating system, the premastering system,
the device drivers, controller cards, tape back-up systems, and the tar utility. Limitations
inherent in the MS-DOS operating system, device drivers, and file structures can result in
breakdowns in any one of these subsystems resulting in the loss of hours of man and machine
time in the production process.

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Eight-mm tape subsystems can be especially vulnerable when extracting exceedingly large
numbers of files. This is because 8mm tape drives are mechanically suited for streaming
operations. They are not as accommodating as 9-track tape drives in the quick stopping and
starting movements, which become necessary when extracting many thousands of small files.
Additional loss of efficiency occurs when 8mm drives must interface with a system, which has
become bogged-down with overloaded magnetic disk sub-systems. The only way to optimize
their operation is to load and buffer large blocks of raw data before it is tar-extracted. Subtle
problems may also arise when the controller cards of some 8mm tape systems are not entirely
compatible with the publishing system being used. These and other unforeseen problems can
cause a tape drive to abort operations well before completion of the extraction process. Worse
yet, because the tar format does not guarantee that directories and files are stored in any
particular order, an entire tar file must be scanned to extract any subset of files contained in
it. If the tar-extraction process aborts before the end of the tar file is reached, the entire
process must be restarted from the beginning to insure that all files are loaded. These
constraints require that special efforts be taken to prepare backup tapes and even second
backup tapes during production. This is one area of risk where the insurance is well worth the
effort, and is within one's control. Many of the other pitfalls are not as easy to anticipate or
avoid.
One of the more frustrating problems encountered while downloading the TIMIT tar file was
that of the overhead created while extracting the 18,900 small transcription files. To illustrate
this point, during the downloading of the 632-megabyte tar file, containing the 25,241 TIMIT
files, the process aborted on 650-, 850-, and 1200-megabyte partitions due to insufficient disc
space!
On UNIX systems, the size of file blocks (similar to the ISO-9660 and DOS sector structures)
can be modified. Although the ISO-9660 standard supports different sector sizes, the
individual operating systems used in the premastering process may present problems. For
example, MS-DOS 3.31 does not allow any modifications to sector size. Fortunately, MS-DOS
4.0 is more forgiving.
The TIMIT tar file contained 18,900 transcription files of under 2Kb each. A premastering
system running DOS 3.31 with a 16Kb sector size would require over 300 megabytes of disk
storage for these files, which actually amount to less than 32 megabytes of data. This results
in disk overhead of 1 order of magnitude! However, by switching to DOS 4.0, the sector size
can be reduced to as little as 512 bytes. This significantly reduces the overhead being used by
the DOS partition. It is therefore important to adjust the sector size to accommodate the size
of the database files to be downloaded. To maximize disk usage, the sector size should be set
high when premastering a database with a few large textual files. But when a database (such
as TIMIT) contains many small files, the sector size should be greatly reduced. Likewise, it is
also important to allow for this kind of overhead on the CD-ROM itself. Although CD-ROMs are
generally created with a 2Kb sector size, the sector size can be reduced on the ISO-9660
image in the premastering phase to as little as 512 bytes. By decreasing the sector size on the
TIMIT ISO-9660 image to 512 bytes, potential disc overhead was reduced by about 32
megabytes.
Finally, a hidden source of potential problems lies within the implementation of the utility used
to extract the tar file. There are currently a number of tar utilities that have been written and
are in use today. Many of these utilities are suboptimal in speed and efficiency. The time
required for downloading a tar file can become critical when extracting large numbers of files.
Therefore, using the right tar implementation is a must.
The Real "Tar Pit" -- Universal Operability

The real problem facing the CD-ROM industry concerning the production of non-DOS-based

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discs lies not in which utilities or platforms to use, but within the deeper abyss of universal
operability. Universal operability encompasses the common methodology of transferring,
publishing, and retrieving many different types of data across different platforms, while using
different hardware and software systems. Attempting to extract a tar file into a DOS-based
premastering system is a perfect example of why universal operability is the next technical
challenge for the CD-ROM industry at large. If this issue is continued to be ignored, entire
market segments will be left paralyzed because of the inability to publish information from
beginning to end without experiencing compatibility problems. This bleak scenario could result
in the CD-ROM industry losing the acceptance and respect it has worked hard to gain.
The Challenge Ahead

This article has illustrated some of the potential problems, which can result when using the
UNIX tar format as a data submission medium for CD-ROM replication. More importantly, it
has shown that a much greater variety of CD-ROM applications could blossom if the CD-ROM
industry embraces a diversification of CD-ROM platforms. The ISO-9660 standard has
provided a good basis for the exchange of CD-ROMs across different hardware and software
platforms. It is now time for the CD-ROM industry to address and overcome the many
obstacles faced by the challenge of universal operability. The increasing need for a standard
media- and platform-independent format for data submission is just one such obstacle. In the
short term, manufacturers of CD-ROM premastering workstations should publish specifications
indicating the limitations of their systems. This would allow publishers and replicators of
"atypical" CD-ROMs to avoid many of unforeseen pitfalls they must now face. In the long term,
these premastering systems must be made more robust.
The next generation of CD-ROM publishers and users will help CD-ROM technology reach new
heights, but they will become far less forgiving as CD-ROM becomes more commonplace. For
NIST, the UNIX road to CD-ROM has certainly been "the road less traveled." Currently, the
development, production, and use of CD-ROM technology in UNIX and other environments is
still in its infancy. However, by increasing support for development and production in these
environments, CD-ROMs may someday be produced and used on a variety of platforms as
easily as they are on MS-DOS-based systems today. It is only in this way that the CD-ROM will
become the truly universal medium of data exchange that it was intended to be.
Acknowledgments
The authors wish to thank the following people which have helped them in their quest for
solutions to the problems this article has outlined: Joe Bradley and Clayton Summers at Philips
and Dupont 10Helgerson, L. W., "Universal Operability: The Technical Solution", Disc
Magazine, pp. 36-39, October 1990. Optical Co., Dennis Clark, formerly of Meridian Data, Inc.,
Leon Whidbee and Gisele Venczel at Disc Manufacturing, Inc., Lance Buder and Sylvester Pefek
at Optical Media International, and Tom Brown at Reflective Software.
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1990 STRATEGIC PLANNING
Executive Summary - 1989 Plan & Progress to Date
A. THINGS THAT WENT NOT SO WELL......

1> Mastering
.. Mastering was a cost passed through to the client when our original plans were put to
paper. Today Mastering is either included in the disc price, or a minimal
charge is obtained from the small or one time Compact Discs user. The
net result has been a severe cut in the margin, particulary when
we had targeted the smaller users.
2> Lower disc prices

.. During the development of our plan disc prices had appeared to stabalize at the $1.50 -
$2.00 range for the smaller user, but over the last 12 - 18 months these
began to erode. This was driven by several large commodity producers
trying to obtain a larger market share, and attemping to drive off
competition. The net result has been pricing as low as $.85 -
$1.00 per disc, thus creating a further lowering of the margins.
3> Late start up

.. The facility was not able to be occupied until mid-December, appoximately 90 days behind
our original targeted move-in date. Together with a few key
components arriving late, the net result being equipment start-up
was not able to begin until January 1, 1989. Creating a time line
about 120 days behind our original targeted date.
4> Slower ramp up

.. The actual start-up went very smooth, however the amount of time required to prospect
clients, receive orders, receive production ready components from the
client, and complete shippable product has been far greater than
expected or projected. The net result being a much greater time
span to cultivate and turn around orders, thus slowing down and
delaying the projected revenue stream.
5> Interest
.. Only basic interest charges were budgeted into our plan based on projections. In reality the
late start, the long ramp up, the lower margins, and the time lag in the
completion of special projects that were added to the plan, have
resulted in higher than projected interest charges. The net result, a
much larger debt to service, lowering the margin.
6> Stay Focused

..Looking Back - We could have focused more on operational issues. There are many
distractions that come about in the everyday life of a start-up,
particularly when involved with high technology. During the past year
we had a tendency to over-look the everyday tradtional functions and
only focus on the complex issues at hand. Administrative procedures
that should have had more attention, such as order processing,
customer service, and basic personnel management did not recieve
enough attention.

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In an effort to make our goals as projected, we had a constant fight to avoid putting blinders
on to the things that were happening in our industry. Such as the time
required to prospect a client, demand cycles within the industry, and the
stability of pricing.
The net result is that with the plant now operational, we will be able to apply a
greater amount of attention to these areas in 1990. This will
result in highly efficient operational tools, and give us a more
accurate picture of our industry.
B. Accomplisments..WHAT WENT WELL....
1> Facility
.. The facility was completed as invisioned and truely captures the spirit that was intended.
The net result being the facility has greatly aided us in capturing
key clients and resulted in the image being created we had
desired.
2> Qualified with majors

.. CBS, GRP, CAPITOL, AND RCA, are all considered major forces in the industry. It is very
unsual for an independent production facility to qualify with major labels
within their first six months of operations. The net result being
industry prestige, higher volume, and longer runs per title.
3> Image
.. To be succesful in todays global market a company needs more than good prices and
quality. There must be something that sets you apart from the rest,
IMAGE. In our plan we identified that need and targeted a well defined
image that had to be developed. An image of High Quality Products,
Special Services, Attention To Detail, Excellent Customer Service,
Innovative Approaches To Problems, and The Ablility To Get The Job
Done. We have that IMAGE, and the net result is a suberb
reputation, which is now leading to good working relationships
with high end clients.
4> Ahead of schedule in CD-ROM

.. The CD-ROM industry is coming on strong and is about one year ahead of our projections.
The net result is Helix has established itself as a force in the
developing CD-ROM industry.
5> Pioneered sucessful new production technology

.. The industry has carefully watched and evaluated our innovative production technology.
The net result is many of our competitors are now installing
components that have been developed and tested at our facility,
further enhancing our image of being an industry leader.
6> Expanding plant capacity

.. The 1989 plan had called for a doubling of capacity based on market demand. During the
fourth quarter of 1989 we will be installing our second production line,
thus doubling our capacity. This expansion is being driven by two
forces, one is the increasing market and client demand we are

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experiencing, and secondly the need for this facility to produce at a

higher output level to off-set the fixed overhead that we must suppport.
Although driven by two distinctly different issues, the facility will
be expanding within the time frame that was projected.
II. Key Performance Measures
A. Audio
1> Plant Utilization

a> 1990 Capacity, 3.6 Million Discs
b> 1990 Projected Goal, 3.3 Million Discs
2> Plant Yield, 80% or 2.75 Million Discs
3> Order turn around, 3 weeks from time of order
4> Sales, .....
5> Bottom line .....
B. CD-ROM
1> Sales ....
2> Completion of CD-ROM projects
3> Bottom line....
C. Special Projects
1> Evaluation as needed....
III. Internal Analysis
A. Key Segments - Key Performance Measures
1> Administrative
Customer Service:
Providing accurate information:
Paperwork turnaround:
2> Manufacturing
3> Sales/Marketing

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B. Summary of Strengths and Weaknesses
1> Strengths
a> Manufacturing ability
b> Marketing
c> Identifing and Analyzing problems
2> Weaknesses
a> Reliance on third party vendors
b> Fast turn around
c> Effective internal communications
C. Highlights of new insights influencing 1990 planning
1> Need for more effective communication internally
a> Executive team
b> teaching communication skills to 2nd level
D. Data still to be develpoed/analyzed and status of progress
1> Systems/Tracking development
2> Operating costs
3> Mastering
4> Premastering
IV. External Analysis
A. Industry Structures
1> Technology changes
2> Industry capacity VS demand
3> Third party dependant
a> Mastering
b> Premastering

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c> Packaging
B. Served Market Changes
1> Market will get larger
2> Increased demand brings increased competition
3> Growth
a> Audio - medium
b> CD-ROM - high
4> Diversity will follow the growth rate
5> Less concentrated as industries grow
C. Key Competitors
1> US-Canadian trade pact adds two competitors
2> Shutdown of Shape Optimedia
3> Acquisition of Shape by Eurodisc
D. Nature of Competition
1> Key sucess factors
a> Audio
i> Price
ii> Volume
iii> Turnaround
iv> Services
b> CD-ROM
i> Relationships
ii> Technical expertise
iii> Required equipment
iv> Turnaround

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2> How we compete
a> Audio
i> Price
ii> Turnaround
iii> Services
iv> Image
b> CD-ROM
i> Relationships
iii> LASERTEX software tools

The LASERTEX software tools incorporate the full service approach which most companies
need and are actively looking for.
iv> Image
American Helix from the beginning has worked to develop a high end image which will be
very important in CD-ROM.
3> How they compete
a> Audio
i> Price
ii> Volume
iii> Turnaround
b> CD-ROM
i> Relationships
iii> Required equipment

Most replicators working in CD-ROM have already acquired the necessary premastering and
mastering equipment. This is an area where American
Helix can not compete.
iv> Turnaround
With mastering other companies are able to offer a one day turn around on orders where we
can't bid on these contracts
4> Future Changes

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a> Audio
i> Increased capacity
b> CD-ROM
i> Replicators acquiring software

We can expect replicators to actively seek relationships with software vendors to provide the
increasing demand from their customers. We should try
to turn this change to our advantage by marketing to the
replicators.
ii> Software vendors lowering prices

Software vendors will lower their prices in reaction to increased competition in the industry.
We must keep our competitive anaylsis up to date and
sell more than just price.
iii> Relationships developing

Companies are scrambling now to develop relationships. We need to scramble at a faster
pace.
iv> Increased services

As time goes on more and more companies will adopt the full service approach. Only the
replicatore can truly provide the full service approach.
E. Threats and Opportunities
1> Threat
a> Audio
i> More competitors
ii> Increased capacity
iii> Technology changes
b> CD-ROM
i> More competitors
ii> Technology changes
iii> Missing window of Opportunity
iv> Inability to develop relationships
2> Opportunities
a> Audio
i> Gain market share thru special services

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ii> Trend towards long term contractual

relationships
iii> Expand product line (ie. cassettes)
iv> Market technology
v> Increase volume from demand
b> CD-ROM
i> Leadership role

There exists today the opportunity to develop a leadership role in the CD-ROM industry by
providing full service and education at a time when the
industry is still young and confusion still exists.
ii> Increased margins

Margins are generally higher due to the fact that the industry is still very young.
iii> Develop solid relationships

Many companies are looking for relationships with optical publishing experts to add additional
services to their company.
iv> Expand product line (ie. WORM)

American Helix must continue to look for additional products and services to provide its
customers to increase the customers dependancy on
Helix.
V. Strategic Issues For 1990
A. Utilize plant capacity
<Impact> Directly related to plant utilization

Charts: Start-up ramp this year
1990, expansion ramp up
Break-even vs utilization
B. Niche services
1> Multicolor and full color label printing
<Impact> Value added service that helps to increase margins and our ability to attract new
customers
prices............
2> Premastering ala Boyer
<Impact> Enhance our ability to turn around orders in a timely manner, increase margins,
and limit our dependancy on outside vendors
pricing............

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C. Control cost of mastering
1> Discs per title
2> Reducing outside vendor cost
3> Increase fee to client
4> Acquire mastering capabilities
<Impact> Enhance our ability to turn around orders in a timely manner, increase margins,
and limit our dependancy on outside vendors
D. Practice better communication
1> Internally through training programs
<Impact> Positive impact on all performance measures
2> Externally through industry articles
<Impact> Positve impact on sales
E. Manage our bottom line
<Impact> Positive impact on our bottom line
F. Implement LASERTEX/Advanced Media Group
<Impact> Enables us to complete projects, sell, and have a bottom line
G. Research vertical revenue streams
<Impact> Increases market and industry awareness
VI. Training and Development
A. Technical Training
1> Vendor sponsored training for production people
B. Management Training
1> Excel for communication skills & other weak areas
2> Computer and other courses
VII. Vision

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A. A company we as customers would feel good about dealing with and as employees be
proud to be associated with.
B. Grow with Audio
C. Develop high end niche services
D. Leadership role in CD-ROM
E. Public executions
VIII. Key Investment Strategies
A. Mastering
B. Continued expansion

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PROJECT DESCRIPTION STATUS FOLLOW UP NOTES1 NOTES2
Develop Images Pre-Qualify Called 03/07/90 Jim Dering/

Mansco, Inc. Question 2/10/1990 In Contact
National Assoc Of Watch
& Clock
General Council Meeting
Bid $ 47,500 2/21/1990 July Contact 04/05/90
Collector Pat Tomes/ Paul Develop Multimedia Applciation Informal Budget Approval Test Image 05/31/90
Wills Pre-Qualify Question 1/5/1990 02/25/90 Storyboard
Parsons & Brinkerhoff Project 4th on Priority 6-8 Send ROM Information
Engineers Develop Technical Application Weeks 4/25/1990
Pre-Qualifying Quest Meeting 03/28/90 General Call 05/31/90 Contact
Tao Matlock Marcia Earle 1/27/1990 Discussions Tao /Status
Ford New Holland Replication Bid 2/8/1990 Commitment to DATAWARE

Robert Shively Carmen
Martin Bid W/Steve Swan ? Keep in Touch
Verbal Approval 03/08/90/S.
Mobil Oil, Inc. Lynn Legal Documentation Bid Robertson June or July Start Contacted 06/01/90 Left
Hyland $47,500 1/13/1990 Date Message
Develop Software and
Generic Software, Inc. Technical Docs CONTACT
Mark Wiley? Pre-Qualify Question 2/5/1990

Indiana Bell CONTACT
Ref Bruce Kline
Congressional Info
Systems CD-DIAGNOSTICS
Sent Version 1.2 CONTACT

& Technical Specs
CD-DIAGNOSTICS License
Microsoft, Inc Agreement CONTACT
Evaluate 02/28/90 Tech Docs
03/08/90
Bell Atlantic Develop Directory Sample Date by Cost Meeting for
Invoice Story
Ken Clark PAPER GLUT 3/20/1990 Prototype & Present $1,000 Called 05/31/90
Storyboard 04/12/90 CD-ROM $450 Left Message Data?

Will verify Data &
Info for Demo Send "CD-ROM TECH" Qty
3/20/1990 3/26/1990 5/3/1990

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CDD Rev 1.4 to
Tandy Electronics, Inc Develop 2000 Images Submit Data ? Contact D. Williams Phil
Technical Document M. Grubbs "get data 05/02,03,05/90 No Ans. Debord 05/31/90
Mike Grubbs from D. Williams" Called M. Grubbs

Left Mssg
Dave Williams Meeting 03/15/90 4/29/1990 Letter to Dave Willims 05/31/90
Storyboard Demo
Phil Debord/Cdd Action Plan 03/22/90 CDD rev1-4 5/8/1990 PBS
Exxon Research And to D. Benfer
Production Multimedia Application Action Plan 03/22/90 D. Benfer "having 06/01/90
Company Technical Application trouble w/security
Dave Benfer Sample Data ?? clearance for data"
Meeting 03/15/90 D. Benfer "will deliver 5/2/1990
soon" 04/09/90
Compaq, Inc CD-DIAGNOSTICS Revised CDD 1.2
License Agreement With Tech Docs
Ken Shufflebeam 3,000-6,000 users 3/7/1990 KEEP IN TOUCH
letter 03/29/90
Ipsoa CD-DIAGNOSTICS
License 8,000 Users
Send CDD Rev 1.2
32939
Veda, Inc. Air Force Tech Docs 05/31/90 "Moving Slow
Writing Specs for Bid"
Dave Tuemler Called 03/26/90
Call back 04/26/90 Will Call when he has
any news---influence
Cbis, Inc Network Solutions Send Questionairs
other Docs
Library Of Congress Refferal Relationship 4/20/1990
Jim Young Meeting 04/12/90 Call for Visitation
Drew Lewis Demo Retrieval Send Follow Up Wayne Called on
System to Comittee Package 03/22/90 04/25/90 -- Data ???
3/14/1990
Called on 04/04/90 Sent for RFP'S
for Replication Bid 05/18/90 -- 05/28/90
Commodore Business
Machines, Inc Replicate on 01/15/90 Meeting Developer Application
Mike Kawahara 3/14/1990 In 05/22/90
Gail Wittenberg
Action Plan 04/19/90 Developer Package
Out 05/31/90

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Amp, Inc Replicate on 03/09/90 PO #30246784 @100
Ed Beauregard $3,000 Run 05/04/90 - 05/11/90
Reorder 100 03/22/90 $3000 / $7250
$200 PO # N/A @2500
Run 06/11/90 - 06/15/90
U. S. Postal Service
Paul Jackson Telephone Tag
CONTACT
Arthur Anderson Replicate 2 IBM Discs Bid World Bank Project

Tapes 03/27/90 32952
At&T / Data Dev. 200,000 Images
Steve Swan
Waiting For Tapes
From Steve Swan
Bancroft And Whintney 965,000 PAGES OF Steve visit 04/10/90

Ddi / Steve Swan CA Legal Statutes
Wayne prepare Demo
Specs on 03/31/90 Never Finished
National Institute Of
Standards Replication Bid Due Referrals given 04/25/90 05/09/90 Award Contract
And Technology 3/30/1990
John Garfolio Test Tapes on 04/16/90 Verify "excellent rec." $20,000 Replication
To Distics 04/18/90 "ok" on 05/03/90 Order As Needed
American Bankers
Association Complience Manuals Meeting At Helix Meet At ABA
Lucy Griffen & Regulations 5/29/1990 06/15/90 @11:00
GOOD Meeting
Schedule at ABA
Pa Blue Shield Develop KIOSK System Present Storyboard Logistics 05/08/90
For Companies on 04/30/90
Jim Cartmell Present Cost on Draft Story 05/30/90
Frank Ryan DVI, BENEFITS, ETC 5/4/1990 'DISASTER"
$4,700 Accepted Dave jeff/06/04/90
American Bond Buyers Convert Bond Meet 05/26/90
Slavek Rotkiewicz Offering Prospectus GOOD mtg. \Pentagon
to CD-ROM Sample Scan
60,000 issues / 120 pp. $1,000 Proto/Story ??
HEARST Publications Cataloque To CD-ROM Bid Due Out 06/05/90
"Good Things" @ Us Product KIOSK Systems For

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Systems Retail Merchants
Internall Rotory Club
Lead
Mike Rogers
Nasa Replication Bid Goddard Due 06/18/90

Space Flight
Center 3 Masters @
21,600 To 27,000

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CD-ROM BUSINESS ACTIVITY

( * Denotes Microsoft Conference Lead )
REPLICATION PROJECTS
*Arthur Anderson - IBM Demo Disc; under contract for March; 5 discs
World Bank Disc; Currently under Bid; 20,000 to 400,000 disc;
Completetion by Oct. '91
National Institute of Standards and Technology - (NIST) Request

for Quotation by 03/30/90;100 to 500 disc including premastering.
Commodore Computer - Sampler Disc; Will bid in Fall of '90.
AMP, Inc. - Expected to manufacture 2 additional CD-ROM's in next 60

days.
Library of Congress - Request for Proposal expected in 60 days
DEVELOPMENT PROJECTS
National Association of Watch & Clock - Bid Presented on 02/24/90

-- $47,500; Goes before General Counci in June for final approval
Mobil Oil Company - Bid Presented on 01/17/90 -- $48,000; Verbal

approval; June start date
*TANDY Computer - under considerations for technical manuals on

CD-ROM
*EXXON Oil Company - under considerations for exploration data to

CD-ROM
BELL Atalantic - evaluating sample data for cost estimate of prototype

disc
Library of CONGRESS - Request For Proposal expected out in 60 to

120 Days
CUSTOMIZED SOFTWARE PROJECTS:
*COMPAQ COMPUTER: Evaluating CD-Diagnostics for license

agreement for 3,000 to 6,000 support personel;

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*IPSOQ - Large company in Italy, evaluating CD-Diagnostics for 8,000

support personel;
*Microsoft - Evaluating CD-Diagnostics for licensing agreement for

support personel

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January 25, 1991
S. Dale High
High Industries, Inc.,
1848 William Penn Way
Lancaster, PA 17604
Dear Mr. High:
I have been put in an unfortunate position, and because of your interest and investment into
American Helix, I thought that I would seek your advice.
As you are aware, I have elected to continue and grow the CD-ROM business after American
Helix decided to discontinue the funding of such business. I have since built a strong and
successful foundation for the CD-ROM business with my own resources, including capital,
knowledge, and marketing.
I was also finally able to negotiate a contract with David D. Dering, in November, after being
at risk without a contract since July, foolishly continuing to invest my capital in the business.
The present terms of that agreement are in effect until at least 30 days after the National
Institute of Standards and Technology contract 43NANB014395 expires, sometime around
May of 1991.
On January 19, 1991, I was "locked out" of American Helix, and consequently my business.
For unexplained and more importantly unjustified cause.
My real problem is that my business is suddenly exposed to undue and uninsured risk, in
which I have no way of preventing this occurrence from happening again.
To give you a proper perspective on the preceding issues, consider the following:
A> My investment into "digital technologies" and my business dates back to

February of 1987, during which time I was producing the first "digital" movie,
from set to theatre, with Power Station Studios, Flatbush films, and a proposed
joint venture with SONY. (See attached)
B> I have been responsible for all and any CD-ROM projects that American Helix
has participated in, excluding Lasertex business.
C>I am the only American Helix professional with any working or technical knowledge
of CD-ROM. (Just ask for a demonstration of a CD-ROM by anyone else, with
no advance preparation)
D>I have always elected to include American Helix, in my credits when being
published or cited for my CD-ROM efforts.

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E>I have contributed my own time and efforts toward administering and
troubleshooting all computer related systems at American Helix, without
compensation.
F>I have contributed in giving American Helix a well respected reputation in the CD-
ROM industry, due to my efforts in administering and prescribing the required
technical specifications, of which American Helix quality assurance personnel
were not familiar with, and had no working knowledge thereof. This respect
can be exemplified by the designation of a regular columnist by Helgerson
Associates, the leading publisher for the CD-ROM industry, and by the
continued awarding of the National Institute of Technology and Standards
(NIST) contracts, which require such expertise for production that only myself
and Phillips DuPont had ever elected to compete for.
G>I have include American Helix in my credits for the article "Escaping the Unix Tar
Pit: Producing CD-ROM in the Unix Environment", which will be the featured
article of Disc Magazine, the leading technical magazine for the CD-ROM
industry, which was also approved for government publication by the National
Institute of Standards and Technology.
H>I have sole and exclusively built a steady flow of revenues for CD-ROM replication,
and have increased revenues substantially.
I> I have produced a 197 page proposal for the Defense Mapping Agency (DMA),
of the Department of Defense contract DMA700-90-0011 $2.6 million CD-ROM
project. Furthermore, I have negotiated in a competitive and fierce
procurement, finally yielding to SONY, however successfully bidding the
project within 5% of the award winning pricing schedule submitted by SONY.
J>I have developed a long term business relationship with technical respect from
AMP, Inc., for the production of transporting their parts catalogue to CD-ROM
which is a steady customer, and still in its beta testing stage. Full production
is expected in the forthcoming months.
K>I have developed a market demand for CD-Diagnostics, a software program for the
installation and maintenance of CD-ROM drives, owned by myself and Tom
Brown, a software engineer. This program has technical reviews from several
CD-ROM publications as one of only two such programs in existence, the other
developed by SONY. Although this is only a $69.95 item, it continues to
produce a steady stream of solicitations from all parts of the world as
frequently as 5 to 10 per week, which are also prospects for other related
technology products and services.
L>Dr. Barry Glick, of Donnelly Geosystems had called me personally in the later part
of December, after seeing an advertisement that I had placed in CD-ROM
Enduser, for the purpose of meeting to discuss my efforts and activities in
"digital" technologies.
It is from several meetings that the issues of an acquisition or merger of American
Helix by Donnelly for the purpose of focusing the plant on CD-ROM
technologies came to fruition. It was my opinion and suggestion to Dr. Barry
Glick that such an opportunity may fit into the strategic plans of Donnelly, and

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in the interests of High Industries.
As you can see, I have a tremendous amount of time, energies, knowledge and monies
invested in this business. Furthermore, we collectively can be more successful building a
common business, with common missions, than conducting our respective businesses in the
confines of self-serving interests.
Additionally, I can not build and facilitate the growth of my respective business activities,
while at the same time expending unnecessary time and energies protecting those same said
interests. The technology marketplace is much to competitive and demanding for such
circumstances.
Unfortunately, you do not know me, however, let me say that I have always been a
successful businessman, no matter what people may say or think. And this includes my
former company Financial Management Group, Ltd.,. I built one of the more innovative
financial firms in this area, at the age of 28, raising more than $80 million in capital in its
first year. Even withstanding the circumstances of its demise, I had sold my stock for a
500% increase in a 2 year period, in fact I am the only principal shareholder to have ever
sell the stock at a profit.
And I am successful by conducting my business following a very simple acronym HIRA --

Honesty, Integrity, Responsibility, and Accountability. That I guarantee is a foundation
for success.
If High Industries and or American Helix no longer wishes to continue a relationship, then
lets find an equitable and efficient means to resolve our relationship. I can only provide a
living for myself, by earning and producing my paycheck. And when that has been
compromised by unknown and unexplained reasons I get nervous. And this puts my
business, my investment, and my future at risk.
Mr. High, I apologize for taking your time with these issues, however myself and you seem
to be the only persons with financial risk exposure due to American Helix.
I am certainly not expecting any response, however I would be more than happy to discuss
any of the preceding issues with you at your convienence.
Thank You for your valuable time.
Regards,
Stan J. Caterbone, Director
ENCLOSURES

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January 9, 1991
James Tritch
High Industries
Greenfield Corporate Center
1833 William Penn Way
Lancaster, PA 17601
Dear Mr. Tritch:
We represent a (type of company) that is interested in pursuing the CD

technologies business. We understand that High Industries owns and operates
such a company, specifically American Helix.
Stan Caterbone has been advising us in these technologies and has indicated
that there may be opportunities for investment or purchase in your American
Helix company and the CD-ROM technologies.
This letter is a simple letter of interest in efforts to move toward discussions

pertaining to the above.
If you have any interests in continuing these discussions, we would like the
opportunity to meet and visit your facility.
You may respond by calling or writing: (name)

(address)
(phone), (fax)
Respectfully,
(name)
cc: David D. Dering, President American Helix

Allon Lefever, High Industries
S. Dale High, President, High Industries
Stan J. Caterbone, Director, Advanced Media Group, Ltd.,

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August 16, 1990
Linda Helgerson
Helgerson Associates, Inc.
510 North Washington Street, Suite 401
Falls Church, VA 22046-3537
Dear Linda:
As promised, enclosed are a few photographs of our

manufacturing facility. Unfortunately, we have submitted our
better photos to another publisher a few days before we spoke.
I hope these will suffice. I will attempt to caption each photo,
however, please feel free to edit as you see fit.
LARGE PHOTO - "The CD-ROM replication process begins with

the injection of high grade polycarbonate resin into the injection
molding machine. Above, the polycarbonate resin is shown
before molding, at the American Helix facility".
CINCINNATI PHOTO - "American Helix has engineered state-of-

the-art manufacturing technology, using a CINCINNATI
MILICRON injection molding component. The quality assurance
engineer is seen inspecting a clear CD-ROM disc, which now
contains the CD-ROM data.
OTHER PHOTO - "After the disc is molded, the Adept robot

transports the disc to the metalization chamber. The aluminum
coating allows the CD-ROM player's laser to reflect the
information, or the pitted surface of the disc. The American
Helix engineer is seen inspecting the surface quality before the
protective coating is applied."
Linda, please see that the photos are returned when you are
finished. I hope that they are helpful, and I am sorry the better
photos are not available.
Thanks!!
Regards,
Stan J. Caterbone
Director, Advanced Media Group, Ltd.,
FED EX/photos

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August 29, 1990
Phillip W. Pratt
TRW Defense Systems
1555 N. Newport Rd.
Colorado Springs, CO 80916
Dear Mr. Pratt:
In response to your request for information, please find the

enclosed. The Advanced Media Group, Ltd., is a full service
optical publishing company featuring end to end production
capabilities.
If we can be of any service, please give us a call.
Regards,
Stan J. Caterbone
ENCLOSURE

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August 29, 1990
Li Yu
Moodys Investor Services
99 Church Street
New York, NY 10007
Dear Li:
As per our conversation, please find the enclosed materials and

information on our company and services.
With regards to your project, we would be interested in

discussing your requirements in further detail. We will look at
several alternatives that may accommodate your specific
environments, along with sufficient features and capabilities for
text and fielded data.
If you would like to continue our discussions, please give me

call.
We look forward to supporting your CD-ROM efforts.
Regards,
Stan J. Caterbone
ENCLOSURE

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August 29, 1990
Contracting Officer, (90C)

VA Medical Center #500
113 Holland Ave.
Albany, NY 12208
Dear Sir or Madam:
Enclosed is an information kit about our company, and our

services supporting the CD-ROM marketplace.
I would appreciate it if you could include us in your bidders list

for any future contracts dealing with such services.
I appreciate your considerations regarding this matter.
Regards,
Stan J. Caterbone
ENCLOSURE

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August 29, 1990
David D. Rothchild
820 South Sharp Street
Baltimore, MD 21230
Dear Dave:
Please find the enclosed prototype disc for your enjoyment.

This is a project that is in the preliminary design stages.
For faster response, copy the disc contents to your hard drive.
You must also have 520K of memory available for the program.
I have enclosed a copy of the text contained in the program.

This represents one of several hundred articles published in
scientific journals that will be produce on CD-ROM. I have also
enclosed a printout of the HELP documents.
Call me if you have any problems.
Regards,
Stan J. Caterbone
ENCLOSURE

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August 29, 1990
Linda Helgerson
Helgerson Associates
510 North Washington Street
Suite 401
Falls Church, VA 22046-3537
Dear Linda:
As per our previous conversation, I have enclosed a copy of the

CD DIAGNOSTICS program for your review and evaluation.
The software is intended for CD-ROM endusers. Its purpose is

to provide the users with support during the installation and
maintenance of CD-ROM drives. The software also provides a
play utility for audio discs.
Some of the features also include performance tests of the

drive, and data tests of the CD-ROM disc itself.
I look forward to your evaluation.
Best Regards,
Stan J. Caterbone
ENCLOSURE

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Date: May 10, 1990

From: Stan Caterbone
To: Skip Langley
SUMMARY OF MEETING ON 5-10-90
OVERVIEW - The purpose of our (Wayne, Stan, Skip) meeting was to establish an
equitable, productive and profitable relationship between AMG and ESSCOMP. The goals
and objectives of this relationship will be as follows:
ESSCOMP:
1. To provide data and information retrieval software and technologies.
2. To provide data and information preparation for projects that are contracted
by AMG.
3. To provide other software products and utilities supporting the

information technology industries.
4. To develop a library of utilities that can evolve into an authoring system for
the CD-ROM industry.
AMG:
1. To market and contract CD-ROM development projects that will utilize the
services of ESSCOMP for the production and retrieval of the information
as specified for the projects.
2. To develop market and industry recognition for the technologies and

products that are developed by ESSCOMP.
3. To create new markets for the technologies and products produced by

ESSCOMP.
4. To provide additional credibility for ESSCOMP through the use of the

AMERICAN HELIX technologies, facility, corporate identity, and the
association with High Industries, Inc..

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SUMMARY (CONTINUED)
AMG & ESSCOMP
1. To position ourselves as a technological leader in the information

technology industry through the following: superior products and
services; dedication and commitment in the delivery of products and
services; highest regards for quality assurance, and customer service;
a realization that performance is the only measure for success.
2. To develop new technologies, products and services for the information technology
industry.
3. To make a contribution toward the betterment of our society through our products and
services, with specific regards for educational institutions.
EXCLUSIVITY ISSUES
SUMMARY: It was established that ESSCOMP & AMG will require exclusivity agreements in
order to avoid and potential conflict of interests in conducting business.
ROYALTY & PROJECT INCOME
SUMMARY: It was established that the primary revenue sources for ESSCOMP would be
royalty income (per disc/retrieval) and from the production services provided for CD-ROM
projects.
DEMO & PERFORMANCE ISSUES
PERFORMANCE ISSUES: It was established that AMG will be at risk when securing
contracts for the production of CD-ROM projects due to the unproven and untested
technologies of ESSCOMP when applying those technologies to CD-ROM. It is also apparent
that because of the lack of experience in performing those production processes, AMG will
experience a considerable amount of risk in bidding such projects, and committing to
delivery dates.
CD-ROM DEMO: It was agreed that it is imperative to develop a demonstration of the

ESSCOMP retrieval technology on or before July 1, 1990. ESSCOMP has agreed to at least
produce a demo using the FARS data. ESSCOMP has agreed to finance the production of
the project up to the 9-Track tape. AMG has agreed to finance the premastering,
mastering, and replication of the demo.

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CD-ROM DEMO (CONTINUED)
It is further understood that a demo of at least 100 MB is critical in providing any

credibility to the technology. The demo of the FARS will at least help alleviate some of the
fears of the "VAPORWARE" allegations.
RELATIONSHIP ISSUES
SUMMARY: The key to our success will be to provide for a relationship that will allow both
AMG and ESSCOMP to operate efficiently, productively, and successfully, as a unified
organization. It will be of utmost importance that we collectively focus our energies and
resources toward the same goals and aspirations and that we compliment each others
efforts when conducting business. It will be of even greater importance that the market
and industry at large perceive our organization as a unified entity with a common mission.
Because of the already complex structure of AMG, it will be necessary that we take
the time and energy necessary to get our relationship synchronized. This will involve a
considerable amount of sensitivity for all potential conflicts of interest.
WE CAN ACCOMPLISH THIS!
We must realize that this does not have to happen today. There is a lot to be said
for approaching our relationship slowly and carefully in order to at sometime in the future
operate in harmony, rather than rushing and never giving each other the chance we both
deserve.
EQUITY ISSUES
EQUITY PARTICIPATION: There are two assets that are of potential value; AMG and
ESSCOMP'S technology. Considering that we are both providing resources to appreciate
the value of not only our respective assets, but also each others; an equity participation
program would help to provide a more secure interest in each others efforts. However, this
would also have the potential to contribute to an unproductive relationship if we find that
for reasons beyond our control the chemistry just isn't right, or our respective aspirations
are not compatible.
We should give ourselves the opportunity to test the waters before implementing
any such program.

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PLAN OF ACTION
SUMMARY: In light of the above issues, it will be imperative that we collectively protect
our respective interests in pursuing our businesses. To accomplish this, and to
aggressively pursue our goals, the following terms and conditions will be suggested.
PROBATIONARY PERIOD: Until both organizations have a comfortable position, it will be

to both parties interest to carefully approach a long term relationship with formal contracts
and agreements. We will establish a six (6) month probationary period to establish our
businesses and to synchronize our operations. This will give both parties the necessary
time to effectively evaluate our situations, making for a more successful attempt at our
agreements.
We will for the most part enter into an agreement in principal to accommodate each
other with the necessary resources to conduct business in the same manner that we would
expect to with our formal long term agreements.
OPERATIONS: We will operate on a project by project basis. ESSCOMP will provide bids
for all contracts secured, along with firm commitment dates for delivery. We will mutually
agree to pursue our long term business strategies, and we will maintain our unity. We will
both agree in principal to a mutual exclusivity clause that will protect the interests of both
parties. AMG will market and promote ESSCOMP'S technologies, and ESSCOMP will provide
the quality and performance standards that is within its capabilities. Both parties will
mutually agree to adhere to these terms and conditions that are reasonably acceptable.
FINANCIAL: Both parties will be responsible for their respective costs incurred while
conducting business. It will become necessary to share certain costs and expenses that
will be considered joint efforts for conducting business. These will be handled on a case by
case basis. ESSCOMP will receive income from both project production services, and also
any royalties that may apply (50/50).
EQUITY: AMG will reserve equity for participation, and both parties will agree to define
the terms within the probationary period.
GOOD FAITH: Both parties will agree to utilize these six (6) months to ramp up the
operations, to get comfortable with the products and services that we are producing, and to
become efficient in conducting business with one another.
This agreement can be executed with a simple hand shake, or with a legal
agreement. All that we need to do is to get the job
done!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!

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DIGITAL VIDEO INTERACTIVE (DVI)

BETA SITE PROFILE
PROPOSED APPLICATION:
American Helix proposes multiple applications in education training and entertainment.
Currently American Helix is working with National Geographic Society to develop
educational programs for school systems and museums. American Helix also proposes
developing authoring software for DVI development as well as educational programs to
support companies developing DVI applications.
REQUESTING COMPANY:
American Helix Technology Corporation
Contact:Scott Robertson
Address:1857 Colonial Village Lane
Lancaster, PA 17601
Phone:(717) 392-7840
BUSINESS PROFILE:
American Helix was formed in 1988 as a full service optical publishing and replication
site servicing all forms of optical technologies on compact discs. The company is a 4.5
million dollar start up project funded by High Industries Inc., a Lancaster based firm
which owns 37 companies involved in Real Estate, Construction, Bridge Building,
Concrete, Food Services, Hotels, Cable TV, Retail Computer Stores, and a number of
other diversified companies. American Helix has since entered into joint ventures with
Network Technologies to develop and market worktools for multimedia applications
development for CD-ROM. LASERTEX worktools are available to companies large and
small for in house publishing activities or for a production environment to service
clients wishing CD-ROM products.
HISTORY & PLANS FOR INTERACTIVE MEDIA

American Helix's experience is summarized above. We plan to focus on up grading our
present authoring worktools to include DVI capabilities and adding to our present
educational program to include DVI training.
DEVELOPER
Tom Vreeland with Network Technology Corporation

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DEVELOPER EXPERIENCE & RESOURCES

Tom is the developer of the LASERTEX worktools and a number of mutimedia
applications built on the LASERTEX system. Network Technologies has a staff of 12
people and extensive equipment for multimedia CD-ROM development. In addition to
Network Technologies resources, this project has the full support of American Helix
equipment and personnel. American Helix has a complete optical disc replication
facility as well as CD-ROM authoring capabilities.
DVI APPLICATION DESCRIPTION
Customers: anyone looking to develop DVI applications
Product Description: In addition to authoring tools American Helix is also working with
National Geographic to develop educational programs for schools, museums and
libraries.
SALES VOLUME & LEVERAGED OFFSHOOTS
The DVI worktools will be available to anyone developing DVI applications
The Educational programs would be distributed through National Geographic's current

distribution network
DEVELOPMENT TIME
With cooperation from Intel, the worktools could be completed in 4 to 5 months.
The first National Geographic product would be completed in approximately the same
amount of time
RESOURCES REQUIRED
Number of Beta Systems 1
Designers None required
Programers None required
Video/Audio Production Required Appoximatly 30 minutes of video
Custom Software Required None known
Custom Hardware Required None known
Other

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DVI VENTURE SUPPORT REQUIRED

Compression Approximately 30 minutes
Programing Consultation
Production None known
Other
FUNDING
The Worktools will be funded through a joint venture with American Helix and Network
Technologies
The National Geographic project will be funded through a joint venture with National
Geographic and American Helix
Both projects have the complete financial and technical support of American Helix and
High Industries
Prepared By Scott Robertson 05/15/89

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March 6, 1991
PRESS RELEASE
COMMODORE CDTV
STRATEGIC ALLIANCE
The Advanced Media Group, Ltd., has recently signed a licensing

agreement with Commodore International, Ltd., the West
Chester computer maker. The strategic alliance is aimed at
combining the digital technologies expertise of the Advanced
Media Group, Ltd., with the development of the Commodore
CDTV multimedia machine. The new system was officially
introduced at the Consumer Electronics Show, in Las Vegas this
past January. The first shipments are expected to follow
immediately after the MICROSOFT CD-ROM Show, which will be
held in San Jose, CA in a few weeks. The show is the largest
CD-ROM trade show for this new and emerging technology.
The CDTV is one of the boldest attempts of a computer maker to

create a new category in the elusive field of consumer
electronics. The field of competition is intense, including, Apple
Computer, Inc., International Business Machines (IBM), and
Tandy Electronics. The systems will support "game", reference,
and also educational applications from the arms of film giants
Lucasfilm and Disney.
Mr. Bushnell, who sold Atari in 1976, is challenged with a

mission to effectively integrate the best aspects of television
with computing. The foundation of the technology is built
around CD-Audio and CD-ROM subsystems. The vast amounts
of storage capacity inherent in CD-ROM technology coupled with
the "interactivity" of multimedia presentations give the systems
unlimited potential.
However, what makes the CDTV unique is that the complete

system is only the size of a conventional CD player. Any TV
monitor can be used without the need for a computer. The
system is operated with an infrared remote control. The system
can also be adapted to an entertainment system and can play
both CD-Audio or CD-CDTV discs. This will make it the first
system to link the bridge between the conventional computer
markets and the consumer markets driven by CD-ROM
technology. The retail price is expected to be under $1,000.
Stan Caterbone had manufactured the first CD-ROM disc for

Commodore International Ltd., more than a year ago. The
Advanced Media Group, Ltd., had been working with
Commodore during the early development for the system over
the past year.
The licensing agreement will establish the Advanced Media

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Group, Ltd., as one of two domestic premastering sites for the

country. Because of the proprietary operating system, all
applications developed for the systems will require that the
applications be processed at one of the two sites. There is
currently one site in the United Kingdom for the international
markets. The Advanced Media Group, Ltd., will also provide
end to end manufacturing for the CDTV discs.
The Advanced Media Group, Ltd., will also develop its own
portfolio of educational applications for the new systems.
Several products are currently in the exploratory phase.
Negotiations are currently being held with DONNELLY

GEOSYSTEMS, a division of R.R. Donnelly, of Chicago Illinois.
This strategic alliance will allow the Advanced Media Group,
Ltd., to provide CD-ROM technologies and capabilities to the
incredible portfolio of information assets that R.R. Donnelly
prints, publishes, and manages.
The Advanced Media Group, Ltd., is currently designing

educational applications for K through 12 grades that will
produce multimedia interactive lessons.
Since its inception, the Advanced Media Group, Ltd., has cited
the educational market as its primary area of interest.
However, the markets' evolution is challenged by the faltering
educational infrastructure and the lack of financial resources.
Fortunately, there is a consortium of larger corporations that
feel a real sense of social responsibility to contribute to
improving the educational system at large. Interactive
multimedia technologies is expected to play an important part.
Some of the corporations chartering this movement includes
IBM, Xerox, and Lucasfilm, to name a few.
The Advanced Media Group, Ltd., capabilities and human

resources include extensive experience in Engineering,
Instructional Design, Graphics Technologies, and Courseware
Development for the interactive educational multimedia
markets. These capabilities are coupled with a strong and
successful foundation in the optical publishing industry. CD-
ROM, IVD, Videodisc, CDTV, DVI and Worm technologies are all
included in it's capabilities. Multiplatform authoring systems,
Graphics Librarian, and CD-ROM Search Engines have been
developed by the engineers of the Advanced Media Group, Ltd.,
Educational courses that have been designed include:

Composite Materials Manufacturing; Accounting Principles;
Teacher Induction Training; and Interactive Math 1 & 2 (K-12,
13 & 14) operating on CD-ROM & IVD concurrently.

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Optical Publishing, Inc.
Business Plan for
Call Report Database
October, 1988
Serial #
This Business Plan is the property of Optical Publishing,

Inc. (OPI). Because it contains confidential information
proprietary to Optical Publishing, Inc., no copies may be made
whatsoever of the contents herein nor any part thereof, nor
should the contents be disclosed to any party not authorized to
discuss said contents by Optical Publishing, Inc. officers. Upon
request, this copy must be returned to Optical Publishing, Inc.
Optical Publishing, Inc.

155 West Harvard~
Fort Collins, Colorado 80525
(303) 226-3466
SUMMARY
Introduction to Company
Optical Publishing, Inc. (OPI) is a company in the optical

disk publishing field, which is responding to the needs of the
government and commercial entities currently publishing and
disseminating information in paper, microfiche, microfilm and on-
line medias. The advent of high powered personal computers
approaching speeds previously attained only by large mainframe
computers coupled with the declining costs of optical disks and
players has created an explosion in the information industry for
distribution of information on low cost optical media. The
optical publishing marketplace is currently in the infancy stage.
The PC explosion in the business work place has created an
atmosphere for the Compact Disk Read Only Memory (CD-ROM) and
Write Once Read Many times (WORM) market to grow at an unusually
fast pace. OPI has responded to this market need by providing
(i) commercially available software running on IBM mainframes as
well as MS-DOS personal computers, (ii) services for other
publishers, and (iii) databases for sale to the government and
commercial marketplace. OPI started production of its first
database product, NAVLOG, in June of 1988. NAVLOG is a large
database consisting of two CD-ROM disks. The data contained is
the Allowance Parts List, which is a compilation of all
components and component/part information utilized by the United
States Navy. This database is used by thousands of U.S. Navy

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personnel world-wide. Because the APL is being released to the

Marketplace in October, OPI has now initiated action to begin its
next database product referred to as the Call Report Database.
The Data
All commercial banks doing business in the United States are

required to file a quarterly consolidated report of income and
consolidated report of condition. The Call Report Database will
contain these quarterly reports both current and historically
back to 1985.
The Product Line
The products will be delivered in two formats, CD-ROM and

Floppy diskette. The CD-ROM product will contain all information
both current and historical for all banks in the United States.
The floppy diskette version of the product will be custom
tailored to the particular geographic region of interest for the
customer.
Market
The total estimated market for the CD-ROM version of the ~

Call Report Database is 3,000 potential customers. The subsetted
floppy disk version of the product would have a potential
marketplace of over 13,000 commercial banks.
Production
OPI will provide complete data processing services for data

conversion, application programming, pre-mastering, and
mastering. In addition OPI will be supplying all retrieval
software for use with the product on the customer's personal
computer.
Financing Required
The Call Report Database will require $265,000 to fund the

development and implementation of the sales and marketing
strategy. This figure includes all data acquisition, all data
processing costs, and all sales and marketing costs necessary to
launch the product. Any other necessary business expenses of Call
Report will be charged against future sales revenue from sales of
Call Report.
The Product Line
Overview
For the past three months OPI has employed a Consultant from
the banking industry to investigate the possibilities of
producing a financial information product. We found that
Commercial Banks, Bank Holding Companies, and Savings and Loan

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Institutions are all required by the Federal Reserve to file

quarterly financial reports to the government. This data is
processed by the Federal Deposit Insurance Corporation (FDIC)
into a machine readable format for use within the government. We
have decided to first focus upon the Commercial Bank marketplace.
The following is a brief description of our market study.
The Data
The Federal Reserve requires all commercial banks doing

business in the United States to file a quarterly consolidated
report of income and a consolidated report of condition. There
are four categories in which a bank may fall total assets under
$100 Million, total assets between $100 million and $300 million,
total assets over $300 million, and banks with foreign offices
regardless of assets. The required reports are slightly different
for each of the four categories, but the majority of the
information is common to all categories. The reports are broken
out into many sections with detailed line item accounting for
schedules such as income statement, changes in equity capital,
charge-offs and recoveries and changes in allowance for loan and
lease losses, balance sheet, past due and Non-accrual loans and
leases, etc. (See appendix for a sample report). There are
approximately 15,000 commercial banks filing these reports on a
quarterly basis.
The Products
The products shall be delivered in two different formats,

CD-ROM and floppy diskettes. The CD-ROM product will contain all
of the information for all 15,000 commercial banks. The floppy
diskette product will contain all of the information for a
specific banking area, i.e. city, county, zip code(s). All
products will be updated quarterly. The users will be able to
create their customized formulas as well as customize subsets of
the banks. For example, a bank in Denver, Colorado may want to
compare itself with 10 banks located within a three mile radius
to create a meaningful report on market share. The software will
allow the banks to easily manipulate the data.
The Market
The total market for the Call Report Database is estimated

to be around $10 million.
The Customers
The CD-ROM version of the product will appeal to all banks

with net assets over $1 billion, bank holding companies owning a
large number of banks throughout the country, brokerage houses,
and financial analysts. We estimate this group to number over
3,000 potential customers.

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The subsetted floppy disk version of the product would have

a potential marketplace of over 13,000 commercial banks. Our
market studies indicate that a price range of $200-$500
(depending on the size of the subset) would create a tremendous
response.
The Competition
At this point in time there is only one major competitor

selling this data. The company, Sheshunoff & Company, is located
in Austin, Texas. They currently sell this data in CD-ROM format
and in hardcopy. The CD-ROM version of the product sells for over
$9,000 with no discounting available for smaller subsets of the
data. This product is marketed and sold by the Lotus Corporation
in Massachusetts and has very little market penetration. We
suspect that price has a lot to do with that. The hardcopy
products are produced twice a year, subsetted only to the state
level and create a large amount of manual work both in locating
the data desired and in key entry at a bank for the formatting
and creation of pertinent reports. Despite these shortcomings
this product has over a 75% market penetration and sells for $600
per year. Sheshunoff has no direct sales force and markets their
data through direct mail, banking trade shows, and advertisements
in banking periodicals.
The Sales and Marketing Plan
Sales Objectives
The sales objectives here reflect the 250 copy CD/3000 copy
Floppy disk spreadsheet (see appendix).
Sales Objectives for Optical Publishing Inc.
Target Sales 1989 1990 1991 1992
X $1,000 500 1,500 3,000 6,000
Marketing Strategy
In the early stages of product development a product manager

will be hired to develop the marketing literature, prepare the
telemarketing "sales pitch", develop the necessary advertising
pieces for the banking trade newspapers, and arrange booth space
for the two national banking meetings held every year.
Marketing Literature
OPI currently has a name and address database of all 15,000

commercial banks. One month before product introduction, a mailer
will be sent out to all the banks announcing the new product and
offering a free floppy disk demonstration system.

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Telemarketing
Although there may be some direct sales of the CD-ROM

version of the Call Report product initially, OPI believes that a
good telemarketing individual will be able to sell 10 copies of
the CD product per month. The telemarketing individuals will have
literature, floppy disk demos, and good customer referrals as
sales aids to assist in the sale's close.
Advertising
There are two primary banking trade journals which will be

utilized for advertising the Call Report product.
Trade Shows
The banking community holds two national meetings per year.

One of the meetings is a two day affair, while the other meeting
lasts for a week. Companies, which have products or services to
sell to the banks, are given the opportunity to do so. A
pavilion area is set up with booths during the day, and many
companies open up hospitality suites at night in the hotels to ~
continue the exposure and sale of their products. OPI intends to
have representatives at both of these meetings.
The Production Plan
The production will be handled "in-house" by the OPI

technical staff at the OPI facility in Fort Collins, Colorado. We
will provide all programming and technical support as well as all
customer service support for the product line.
Equipment
The type of data processing that is necessary for optical

disk publishing is extremely Input/Output (I/O) intensive. For
this reason OPI is running an IBM 9375/model 60 as its primary
data processing system. We currently have 7 Gigabytes of hard
disk data storage and 4 high speed tape drives. We have capacity
for 38 users on our mainframe computer system as well many high
speed IBM compatible 286/386 personal computers.
Software
The appendix contains a complete list of the software

which will be utilized in the production of the product and
utilized on the PC level for the retrieval of the data.
Facilities
OPI occupies a 3,000 square foot facility in Ft. Collins,

Colorado, with an option to expand into another 4,000 square feet
as necessary.

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The Management Team
The officers of Optical Publishing, Inc. possess a strong

technical background in all areas of data processing. Each member
has started and successfully run his own consulting business.
Management
Joseph August, President
Gary Zola, Vice President of Sales and Marketing
Dr. Mervyn Jacobson, Financial Controller
Michael Fleischmann, Director of Data Services
Gail J. Bratz, Administration
Management Philosophy
Many studies have been done and much has been written about
the problems of American business today. Most of the problems can
be traced back to poor management. This is the reason the current
management team was selected. The basic philosophy of the company
management is three fold:
1. Provide good quality service and be responsive to the

customer's needs.
2. Use human resource management by showing respect for the

individual in the work place, and viewing all workers as
an evolving human resource. Encourage employees to learn
new skills to help build a large base of highly skilled
individuals.
3. Apply technology to develop and maintain high quality

products for the consumer at a reasonable price.
Team Leadership Background
Mr. August
Mr. August has extensive training in computer hardware,

software, and marketing, during his 22 years in the computer
industry. This experience is invaluable in today's ever-changing
computer marketplace. Having spent nine years working for IBM
Corporation in New Jersey, Mr. August was involved in all facets
of the large computer industry. The initial training in
management received at IBM provides a well-balanced background
for good company leadership. Also having run his own computer
consulting business for 4 1/2 years developing personal computer
software, Mr. August has a very good understanding of the current
software marketplace.

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Mr. Zola
Mr. Zola has an extensive background in the information

industry. His experience includes programming, system analysis,
sales training, sales, marketing, and product development. He has
held various positions such as Director of Data Processing,
National Training Manager, and Vice President of Information
Systems. In addition he started his own consulting firm designed
to help companies market and sell their products to the
government. Mr. Zola's understanding of the sales and customer
service areas of the business allows OPI to bring products to
market which will be user friendly and easier to support.
Dr. Jacobson
Dr. Jacobson is a medical practitioner who now lives in

Luzern, Switzerland, and is CEO of the Datalab Group of Companies
which is active in medical management, medical supplies, new
product development and financial planning, with offices in
Australia, Honolulu, Colorado, Switzerland and the Netherlands.
Dr. Jacobson brings to OPI his valuable expertise in business
planning, management and financial control, which is sometimes
overlooked by young high-tech companies boasting a concentration
of specialized technical staff.
Mr. Fleischmann
Mr. Fleischmann has extensive experience developing PC based

software and has a very broad educational background in Computer
Science and Electrical Engineering. Having a good understanding
of the operation of the hardware allows Mr. Fleischmann to
develop software that is much more versatile, and executes at a
much faster speed than currently available products in the market
place.
Miss Bratz
Miss Bratz majored in journalism and public relations and

for the last seven years has worked for the Datalab Group with
special responsibility for management and administration of
European and American investments. Miss Bratz will concentrate on
administration and OPI expansion into the European markets.
Officers and Directors
Joseph August, President and Director

Gary A. Zola, Vice President and Director
Dr. Mervyn Jacobson, Vice President and Director
Gail Jean Bratz, Vice President and Director
The Financial Plan

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Current Financing Objectives
Management has determined that a total of $265,000 is

necessary for the implementation of this business plan.
Proceeds will be used to:
- Data Acquisition
- Conversion of all tape files to PC compatible format
Complete all application programming
Fund sales efforts includes initial telemarketing,

literature, and advertising
Any other necessary business expenses of Call Report will be

charged against future sales revenue from sales of Call Report.
Investors will not be asked to contribute additional capital.
APPENDIX
Resumes
Joseph E. August
Joseph E. August
1200 Grovewood Ct.
Ft. Collins, CO. 80525
(303) 226-3594
Experience
CPU Hardware Experience:
IBM System 360 30,40

IBM System 370 3115, 3125, 3135,
3145, 3158, 3031
IBM System 4300 4341
Peripheral Hardware Experience:
IBM 2821, 2540, 1403

2841, 2311, 2314
3830, 3330, 3340, 3350, 2305 Drum
280X, 24XX
380X, 34XX
2848, 2260
3270, 3271, 3272, 3277, 3278, 3279
STC All Tape and Disk Sub-Systems
CDC All Tape and Disk Sub-Systems

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Assembly Language Experience:
8080
Z-80
6809
8088/8086/80186/80286
8051
IBM System 360/370
Higher Level Language Experience:
PASCAL
"C"
FORTRAN Minor
Operating Systems Experience:
CP/M Versions 1.0 to 3.0

UCSD P-System Versions 2.0 to 4.2
PC / MS-DOS Versions 1.0 to 3.2
Concurrent PC-DOS Versions 1.0 to 5.2 XM
IBM Disk Operating System (360/370)
VM/CMS DOS/VS
Work History
Reference Technology, Inc. (RTI) July 1987 to Present

Boulder, Colorado
Project Manager Optical Disk Data Bases
Responsible for the design and development of CD-ROM projects for

various customers.
Creative Systems Corporation (CSC) - March 1983 to July 1987
President - Systems Software Development Company
Founder and President of CSC specializing in system software

development. Creative Systems specializes in microprocessor
software, ROM BIOS work and Operating System "Portings". Areas of
expertise include; UCSD P-System, Digital Research's Concurrent
PC-DOS, and Microsoft's MS-DOS. Developed, on a contract basis,
custom software for CDC future products, Central Support
Workstation, Smartlink, CDC Cyber Console Emulator and Remote
Support Workstation. Customer List includes:
Control Data Corporation - Minneapolis, MN.

Contel CADO Systems, Inc. Torrance, CA.
MAI Basic Four, Inc. Tustin, CA.

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Otrona Corporation - Boulder, CO.

Lingemann Design Corporation - Boulder, CO.
Remote Equipment Corp. - Boulder, CO.
Fujitsu of America San Jose, CA
Fujitsu of America San Diego, CA
Digital Research, Inc. Monterrey, CA
Control Data Corporation (CDC) - May 1978 to March 1983
Consultant - Headquarters division - Minneapolis, MN.
As a Consultant to the Engineering Services Division my

duties included; Training, Maintenance and Support of current and
future products. As a part of the remote support project, I
designed and programmed the computer simulation systems for IBM
303X series of computers. These systems were to be the core of ~
the remote support system, and were also to be used in training
and field support.
I decoded and developed the preliminary control programs to

run remote diagnostics using IBM's "Retain" data link for the
Remote Maintenance effort.
Storage Technology Corporation (STC) - September 1975 to May 1978
Senior Specialist / Advisory Engineer
During my three years at STC I held many different jobs and

titles. I started as a National Support Specialist on the 8000
series disk subsystems and transferred into engineering to help
work on the design of the 8350 disk subsystem. I served as
advisor and senior trouble shooter for all of Engineering during
development of the 8350 Disk Subsystem.
During the later development stages of the 8350 I managed a

team of specialists to develop the documentation that would be
used by Field Engineering to support the sub-systems once they
were shipped to the field. I then went to Field Engineering as
the person in charge of Advanced Field Engineering on the 8350
product line. In this job , I was responsible for marketing
support and developing service techniques and diagnostics to be
used by field personnel maintaining the equipment at the customer
site.
International Business Machines - October 1966 to September 1975
Field Engineering Specialist/

Regional Designated Specialist Large Computers
Systems Assurance Marketing Support
Field Engineering Specialist on IBM Mainframe, Disk, and

Tape Products. Responsible for providing assistance to Field

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Engineers to resolve system design and maintenance problems on

IBM 360 models 30 and 40, IBM 370 models 3115, 3125, 3135, 3145,
3158 and 3031 series computer systems.
Originally trained on hardware in the System 360 series of

mainframes, and selected to be cross-trained on software in the
System 370 series to help diagnose firmware problems with the
newly released VM Operating System.
In-depth trained on 370/145, I developed a proficiency in

Micro-Programming in System 370 and 303X series computers.
Responsible for providing technical leadership to one of IBM's
largest branch offices and the Greater New York Region (Region
3).
As a Systems Assurance Specialist I was responsible for

evaluating the needs of the customers, and determining if the
proposed marketing solution was feasible from a hardware and
software perspective.~
U. S. Navy - October 1962 to October 1966
Fire Control Technician - FTG-2
Lead Fire Control Technician on USS Laffey (DD-724),

Norfolk, VA. Responsible for maintenance and operation of all
Fire Control and gunnery systems, and management of Fire Control
Group. Specialized training on Syncro/Servo controls, Hydraulic
and Pneumatic controls, Electronic Target Control Systems, and
Fire Control Radar.
Gary A. Zola
Gary A. Zola
3227 Wynford Drive
Fairfax, VA 22031
General Background
Experienced general management executive with a record of

over 15 years of proven accomplishments in the area of data
processing, sales, marketing and product development.
Experience
Reference Technology, Inc. December 1986 to Present

Boulder, CO
Applications Engineer

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Reports directly to Vice President of Sales Support.

Responsibilities include sales presentations, sales support,
application definition, and application support. Generally
supports the sales organization in defining legitimate prospects,
and then analyzing customer data files and designing proper
layout for optimum CD-ROM product.
Information Marketing International Oct. 1984 to Nov. 1986

Oak Park, MI
Vice President of Information Systems
Reported directly to the General Manager. Responsibilities

included the following departments: Data Processing, Data Entry,
Sales Administration and Order Entry .... a $1.5 million budget
with over 65 personnel.
National Training Manager
Reported directly to the V.P. of Sales and Marketing.

Employed to train sales force, customer service representatives
on all technical and sales presentation aspects of on-line
database with struggling sales. Responsibilities included
training on sales presentations, training on optical disk
product, customer training and expansion of business, acquisition
of additional databases and the coordination and design of
product additions and enhancements. In 18 months sales rose from
$70,000 to $1.6 million.
Government Sales Associates September 1982 to September 1984

Denver, CO
President
Formed a consulting firm designed to help companies market

and sell their products to the government.
Information Handling Services April 1980 to September 1982

Englewood, CO
Director of Information Resources
Reported directly to the President. Responsibilities

included guiding and directing all data processing functions
within the company with a staff of 50 personnel and a $3 million
budget. Responsibilities also included guiding company into
optical manufacturing and publishing of products.

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Senior Systems Analyst
Reported to the Director of Information Resources. Designed

indexing systems, re-designed Military Specifications product
system saving $500,000 in annual manufacturing costs. Designed
and wrote company's first on-line database, then trained sales
force on the use and sale of the product.
Spiridellis and Associates December 1978 to April 1980

New York, NY
(a major data processing consulting firm)
Consultant
Data processing consulting to four major NYC firms. Respons-

ibilities included system analysis, writing specifications,
coding, testing, and de-bugging major systems in the banking and
healthcare industries. Work was done on large scale IBM mainframe
utilizing TOTAL and IMS Databases.
Automatic Data Processing (ADP) August 1976 to December 1978

New York, NY
Programmer/Analyst
A major service bureau handling the processing of 50

brokerage firms both on-line and in batch mode. Was responsible
for the design and programming of various parts of the portfolio ~
reporting systems including data collection, capital gains and
capital changes.
Education
Attended Euclid Senior High School, Euclid, Ohio; Miami

University, Oxford, Ohio; Defense Language Institute,
Monterrey, CA; Empire Technical School of Data
Processing, New York, NY
Michael P. Fleischmann
Michael P. Fleischmann
1667 31st Ave.
P.O. Box 5243
Greeley, CO 80631
DIACOM August 1984 to Present

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President Computer Consulting firm
Developing custom software. Experience includes:
o High capacity tape backup software on the IBM PC/AT

running under DRI's concurrent DOS
o CD-ROM applications and data retrieval systems for the IBM
o CD-ROM data conversions from VSAM and other formats to
those required on the VAX mainframe and the IBM PC
o IBM CGA/EGA graphics drivers and emulators
o Disk diagnostic software for the Atari ST computer system
o Medical accounting packages to Blue Cross/Blue Shield
o Auto billing communications packages BC/BS
o Modem communication package for the Apple and Atari
o Word Processor for the Apple computer
o Data base package for the Apple computer
US Air Force, Hill AFB August 1983 to August 1984
Lead engineer in Research and Development Lab.
US Air Force May 1982 to August 1983
Systems programmer working in a Minute Man Missile System

simulator utilizing a Perkin-Elmer 7-32 mini computer in
assembler language.
Colorado State University October 1979 to May 1982
Microcomputer Laboratory Assistant for the Department of

Electrical Engineering (C.S.U). Duties included maintenance and
development of both hardware and software for various
microcomputers and mainframes.
Education
Bachelor of Science in Electrical Engineering, May 1982

Bachelor of Science in Computer Science, May 1982
Colorado State University
Financial Projections Scenario 1
250 CD-ROM copies and 3,000 Floppy Disk copies
Financial Projections Scenario 2

Scenario 2 500 CD-ROM copies and 3,000 Floppy Disk copies
Optical Publishing Inc. Software Products
Sample Call and Income Bank Report

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SMOKING GUN DOCUMENT - Judge Anita Brody Letter of September 1, 2005 Re CHAPTER 11 CASE 05-23059 - UPDATED MAY 15, 2017

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SMOKING GUN DOCUMENT - Judge Anita Brody Letter of September 1, 2005 Re CHAPTER 11 CASE 05-23059 - UPDATED MAY 15, 2017

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VALUATION IN CHAPTER 11 CASE 17-10615 EXCEEDS $50 MILLION DOLLARS

MAY 15, 2016

FBI Harrisburg Filed Office

SMOKING GUN DOCUMENT - Judge Anita Brody Letter of

Dear Agent Ford,

Stan J. Caterbone INTELLECTUAL PROPERTY Page No. 1 of 534

ACTIVE COURT CASES

Stan J. Caterbone INTELLECTUAL PROPERTY Page No. 2 of 534

B25A (Official Form 25A) (12/11)

United States Bankruptcy Court

In re , STANLEY J. CATERBONE Case No. 17-10615REF

STAN J. CATERBONES PLAN OF REORGANIZATION, DATED FEBRUARY 7, 2017

Stan J. Caterbone INTELLECTUAL PROPERTY Page No. 3 of 534

Commonwealth of Pennsylvania Judicial Conduct Board Case No. 2016-462

2.02 Class 2. The claim of , to the extent allowed

Stan J. Caterbone INTELLECTUAL PROPERTY Page No. 4 of 534

3.01 Unclassified Claims. Under section 1123(a)(1), administrative expense claims,

3.02 Administrative Expense Claims. Each holder of an administrative expense claim

5.02 Delay of Distribution on a Disputed Claim. No distribution will be made on

Stan J. Caterbone INTELLECTUAL PROPERTY Page No. 5

6.1 Assumed Executory Contracts and Unexpired Leases.

[List assumed executory contracts and/or unexpired leases.]

Stan J. Caterbone INTELLECTUAL PROPERTY Page No. 6

8.03 Severability. If any provision in this Plan is determined to be unenforceable, the

Stan J. Caterbone INTELLECTUAL PROPERTY Page No. 7

9.01. [Option 1 If Debtor is an individual and 1141(d)(3) is not applicable]

[Option 2 -- If the Debtor is a partnership and section 1141(d)(3) of the

Stan J. Caterbone INTELLECTUAL PROPERTY Page No. 8

[Option 3 -- If the Debtor is a corporation and 1141(d)(3) is not

[Option 4 If 1141(d)(3) is applicable]

Stan J. Caterbone INTELLECTUAL PROPERTY Page

I) TITLE 18 - CRIMES AND CRIMINAL PROCEDURE

(C) hinder, delay, or prevent the communication to a law enforcement officer

PRELIMINARY INJUNCTION FOR EMERGENCY RELIEF

Stan J. Caterbone INTELLECTUAL PROPERTY Page No. 10

RELIEF SOUGHT BY PLAINTIFF

Loss of personal property and real estate.

Stan J. Caterbone INTELLECTUAL PROPERTY Page No. 11

Loss of female companionship, and under constant mocking for it.

The PLAINTIFF acknowledges that this PRELIMINARY INJUNCTION FOR EMERGENCY

By: STAN J. CATERBONE, PRO SE, THE DEBTOR

Stan J. Caterbone INTELLECTUAL PROPERTY Page No. 12

B25B (Official Form 25B) (12/08)

THIS PAGE LEFT BLANK

Stan J. Caterbone INTELLECTUAL PROPERTY Page No. 13

B25A (Official Form 25A) (12/11)

United States Bankruptcy Court

In re , STANLEY J. CATERBONE Case No. 17-10615REF

STAN J. CATERBONES DISCLOSURE STATEMENT, DATED FEBRUARY 7, 2017

Stan J. Caterbone INTELLECTUAL PROPERTY Page No. 14

A. Purpose of This Document

This Disclosure Statement describes:

The Debtor and significant events during the bankruptcy case,

B. Deadlines for Voting and Objecting; Date of Plan Confirmation Hearing

2. Deadline For Voting to Accept or Reject the Plan

Your ballot must be received by [insert date] or it will not be counted.

3. Deadline For Objecting to the [Adequacy of Disclosure and] Confirmation of

Stan J. Caterbone INTELLECTUAL PROPERTY Page No. 15

4. Identity of Person to Contact for More Information

A. Description and History of the Debtor=s Business

Stan J. Caterbone INTELLECTUAL PROPERTY Page No. 16

April 20, 2016

Stan J. Caterbone/Advanced Media Group Biography