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EXHIBIT 7.17
SETTLEMENT AND STANDSTILL AGREEMENT
AGREEMENT, effective as of December 13, 1995, among First Union Real
Estate Equity and Mortgage Investments, an Ohio business trust (the "Trust"),
Xxxxxxx X. Xxxxxxx ("Xxxxxxx") and Turkey Vulture Fund XIII, Ltd., an Ohio
limited liability company (the "Fund") (Xxxxxxx and the Fund collectively, the
"Xxxxxxx Investors").
WHEREAS, on February 3, 1995, the Trust commenced an action against
Xxxxxxx, et al., in the United States District Court for the Northern District
of Ohio, Eastern Division (Civil Action No. 95CV0274) (the "Federal Court
Action");
WHEREAS, on November 1, 1995, Xxxxxxx, et al., commenced an action against
Xxxxx X. Xxxxxxxxxx ("Xxxxxxxxxx"), et al., in the Common Pleas Court for
Cuyahoga County, State of Ohio (Civil Action No. 297673) (the "State Court
Action"); and
WHEREAS, each of the Federal Court Action and the State Court Action
(together, the "Litigation") is presently pending and being prosecuted and has
resulted in substantial distraction of the time and resources of the parties
and their representatives from their other business activities; and
WHEREAS, the parties believe that it would be in each of their best
interests to resolve all issues between them pursuant to the terms of this
Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual and
independent covenants hereinafter set forth and other good and valuable
consideration, the parties hereto agree as follows:
1. CERTAIN DEFINITIONS.
(a) "Affiliate" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), as in effect on the date
hereof; provided that the term "Affiliate" shall not include any member of
the Fund, other than Xxxxxxx.
(b) The term "control" when used with respect to any person means
the power to direct the management and policies of such person, either
directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
(c) The term "party" means the signatories to this Agreement and
each of their heirs, successors and administrators.
(d) The term "person" includes, without limitation, any individual,
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corporation, company, limited liability company, partnership, joint
venture, group, organization, employee pension, profit sharing or other
benefit plan or trust, or any other entity.
(e) "Shares" shall mean the shares of beneficial interest $1.00 par
value of the Trust.
(f) The term "Voting Securities" means all securities of the Trust
entitled to vote generally for the election of trustees and all securities
or rights convertible into, or exchangeable or exercisable for, any such
securities.
2. DISMISSAL OF THE LITIGATION; RELEASE OF CLAIMS.
(a) As soon as practicable after execution of this Agreement, the
Trust, Xxxxxxxxxx, Xxxxxxx and the Fund shall cause to be signed and filed
stipulations of dismissal in the Federal Court Action and in the State
Court Action in substantially the forms attached hereto as Exhibits 1 and
2, respectively, and such other documents or pleadings as may be necessary
to cause the dismissal with prejudice of all claims and counterclaims
asserted against the parties or their trustees, officers, members or
Affiliates by each or any of them in the Litigation. The parties
acknowledge and agree that nothing contained in this Agreement or in any
such stipulations, documents or pleadings shall be deemed an admission by
any person of any of the allegations contained in the Litigation.
(b) The parties covenant and agree that they shall not attempt
to institute litigation or commence any action or proceeding in any
court asserting any of the claims or allegations which were or which
could have been asserted against the parties or their trustees,
officers, members or Affiliates in the Litigation, including any
claim for sanctions levied in the Federal Court Action. The
enforceability and effectiveness of the covenants contained in this
Section 2(b) shall be expressly conditioned upon there being no
breach of the provisions of this Agreement by the party or parties
against whom any such future action may be brought or maintained.
(c) Each of the parties, on behalf of itself or himself and his or
its present and former trustees, officers, members and Affiliates, hereby
releases and discharges the other parties hereto and such other parties'
present and former trustees, officers, representatives, employees,
attorneys, advisors, members and Affiliates from any harm, damage, loss,
expense, cost, or other liability arising from or relating to any claims,
counterclaims, actions, or causes of action, at law or in equity, known or
unknown, direct or indirect, suspected or unsuspected, which each now has
or hereafter may have by reason of any matter alleged or asserted, or
relating to the matters alleged or asserted in the Litigation, except for
any actions or causes of action arising by reason of breach of this
Agreement.
(d) Each of Xxxxxxx and the Fund agrees to reimburse, indemnify and
hold the Trust harmless from, against and in respect of all losses,
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claims, damages, liabilities, costs and expenses, including, without
limitation, fines, penalties, court costs and reasonable attorneys' fees
(collectively, "Loss"), which the Trust may suffer or incur in connection with
a breach of Section 2(c) by any present and former officers, members and
Affiliates of Xxxxxxx or the Fund. The Trust agrees to reimburse, indemnify
and hold each of Xxxxxxx and the Fund harmless from, against and in respect of
all Loss which Xxxxxxx and the Fund may suffer or incur in connection with a
breach of Section 2(c) by any present and former trustees, officers, and
Affiliates of the Trust.
(e) In the event that any legal proceedings shall be instituted or
any claim or demand shall be given by any person, in respect of which
payment may be sought by any party or parties from any other party or
parties under the provisions of Section 2(d), the party or parties seeking
indemnification (collectively, the "Indemnitee") shall cause written
notice of any claim of which it has knowledge which is covered by this
Agreement to be forwarded promptly to the party or parties from which
indemnification is sought (collectively, the "Indemnitor"). Such notice
shall specify the amount and nature of the claim and the reason why it
constitutes an indemnified liability, it being understood that failure to
so provide notice shall not relieve the other party from liability except
to the extent material damages or prejudice results from such failure.
(f) In case any action is brought by a third party against any
Indemnitee with respect to which such Indemnitee is entitled to
indemnification hereunder and notice of such action to the Indemnitor has
been given pursuant to Section 2(e), the Indemnitor will be entitled to
participate therein, and to the extent it may elect by written notice
delivered to the Indemnitee within thirty (30) days after receiving the
aforesaid notice from such Indemnitee, to assume the defense thereof with
counsel reasonably satisfactory to such Indemnitee. Such Indemnitee shall
cooperate with respect to any such participation or defense.
Notwithstanding the foregoing, the Indemnitee shall have the right to
employ its own counsel in any such case but the fees and expenses of such
counsel shall be at the expense of such Indemnitee, unless (i) the
employment of such counsel shall have been authorized in writing by the
Indemnitor, (ii) the Indemnitor shall not have employed counsel reasonably
satisfactory to such Indemnitee to have charge of the defense of such
action within thirty (30) days after notice of commencement of the action,
or (iii) such Indemnitee shall have reasonably concluded, based upon
written advice of counsel that there may be defenses available to it which
are different from or additional to those available to the Indemnitor (in
which case the Indemnitor shall not have the right to direct the defense
of such action on behalf of the Indemnitee with respect to such different
defenses) in any of which events such fees and expenses of one additional
counsel shall be borne by the Indemnitor. Notwithstanding anything in
this Section 2 to the contrary, an Indemnitor shall not be liable for any
settlement of any claim or action effected without its written consent,
provided, however, that such consent is not unreasonably withheld.
3. PURCHASE OF SHARES. The Trust or its nominee shall purchase from the
Fund nine hundred fifty thousand (950,000) Shares (the "Purchased Shares").
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The purchase price for such Shares shall be the average of the composite
closing trading prices for the Shares on the New York Stock Exchange during the
period from January 3, 1995 through December 8, 1995, which price has been
determined and agreed by the parties to be $7.50 per Share. The purchase shall
occur on a date set by the Trust and noticed in writing mailed or faxed to
Xxxxxxx at least forty-eight (48) hours in advance, but in no event shall such
purchase occur later than January 10, 1996. At the time of purchase, the Fund
shall deliver the Purchased Shares in exchange for the Trust's or its nominee's
bank or certified check, or at the Fund's option, according to wire transfer
instructions provided to the Trust or its nominee in writing, in the amount of
Seven Million One Hundred Twenty-Five Thousand Dollars ($7,125,000). It is
understood by the parties that the Trust shall also pay to the Fund the
dividend declared on the Shares on December 6, 1995. Such payment shall be
made at the same time all other Trust shareholders are paid such dividend.
4. REPRESENTATIONS AND WARRANTIES OF THE XXXXXXX INVESTORS. Each of the
Xxxxxxx Investors hereby jointly and severally represent and warrant to the
Trust as follows:
(a) This Agreement has been duly authorized, executed and delivered
by a duly authorized representative of the Fund and by Xxxxxxx and
constitutes a legal, valid and binding obligation of each of the Xxxxxxx
Investors. The Fund has taken all necessary action to authorize the
execution, delivery and performance of this Agreement; and the Agreement
does not conflict with or violate the Fund's charter documents, operating
agreement or other agreements or instruments by which the Fund or its
properties are bound.
(b) The Purchased Shares are owned by the Fund. When delivered to
the Trust or its nominee, the Purchased Shares will be free and clear from
any liens, claims, pledges and encumbrances of any kind.
5. REPRESENTATIONS AND WARRANTIES OF THE TRUST. The Trust hereby
represents and warrants to each of the Xxxxxxx Investors that this Agreement
has been duly authorized, executed and delivered by a duly authorized officer
of the Trust and constitutes a legal, valid and binding obligation of the
Trust. The Trust has taken all necessary action to authorize the execution,
delivery and performance of this Agreement; and the Agreement does not conflict
with or violate the Trust's Declaration of Trust, By-Laws or other agreements
or instruments by which the Trust or its properties are bound.
6. RESTRICTIONS ON CERTAIN ACTIONS BY THE XXXXXXX INVESTORS. Each of
the Xxxxxxx Investors jointly and severally agrees that, during the term of
this Agreement, none of the Xxxxxxx Investors, nor any Affiliate of the Xxxxxxx
Investors will, without the prior written consent of the Trust (specifically
expressed in a resolution duly adopted by the Board of Trustees of the Trust):
(a) except as otherwise expressly permitted by this Agreement,
acquire, offer to acquire, or agree to acquire, directly or indirectly, by
purchase or otherwise (except pursuant to a stock split, stock dividend,
or other pro rata distribution by the Trust to holders of any class of its
outstanding Voting Securities), any Voting Securities;
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(b) take any action alone or in concert with another person to seek
to acquire control of or influence the management, Board of Trustees or
policies of the Trust;
(c) (i) make or participate in any "solicitation" as defined in
Regulation 14A under the Exchange Act of proxies or consents with respect
to any Voting Securities or make any public or private statements to third
parties in connection with the solicitation of such proxies or consents by
others including actions described in Rule 14a-1(l)(2)(iv) under the
Exchange Act, (ii) become a participant in any "election contest" relating
to the election of trustees of the Trust described in Rule 14a-11 under
the Exchange Act, (iii) call or seek to call, directly or indirectly, any
special meeting of shareholders of the Trust for any reason whatsoever,
(iv) seek, request, or take any action to obtain or retain, directly or
indirectly, any list of holders of any Voting Securities, (v) assist or
encourage any attempt by any other person to do or seek the foregoing,
(vi) initiate, propose or otherwise solicit holders of Voting Securities
for the approval of one or more shareholder proposals at any time, (vii)
induce or attempt to induce any other person to initiate any shareholder
proposal relating to the Trust, or (viii) execute any written consent in
lieu of a meeting;
(d) form, join or in any way participate in a "group," as such term
is defined in Regulation 13D under the Exchange Act, with respect to any
Voting Securities of the Trust;
(e) seek or propose any merger, consolidation, business combination,
tender or exchange offer, sale or purchase or transfer of assets or
securities, restructuring, recapitalization or similar transaction of or
involving the Trust;
(f) enter into any arrangements, understandings or agreements
(whether written or oral) with, or advise, assist or encourage, any other
person in connection with any of the foregoing;
(g) sell, transfer or otherwise dispose of any Voting Securities
except as follows:
(i) sales in privately negotiated transactions of not more than
one percent (1%) of the then-outstanding Voting Securities to any
person (including Affiliates of such person) in any single
transaction or series of transactions; or
(ii) sales in normal open-market transactions, executed by or
through a registered broker or dealer who receives no more than the
usual and customary broker's commission, which do not involve the
sale of more than twenty-five percent (25%) of the average trading
volume in the Shares over the prior four (4) weeks;
provided, that any Xxxxxxx Investor or any Affiliate may sell more than 1%
of the then-outstanding Voting Securities in the event of a merger,
consolidation, business combination, tender or exchange offer,
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restructuring, recapitalization or similar transaction of or involving the
Trust that is approved by the Trustees.
7. VOTING. Unless the Trust otherwise agrees in writing, during the
Term of this Agreement, the Xxxxxxx Investors and any of their Affiliates which
beneficially own any Voting Securities entitled to vote at a meeting of the
Trust's shareholders, shall (i) vote, and shall cause their Affiliates to vote,
all Voting Securities beneficially owned by them in the election of trustees of
the Trust and on all other matters to be voted on by the holders of Voting
Securities in the manner recommended by management of the Trust and (ii) be
present or be represented by proxy at each such meeting so that all such Voting
Securities may be counted for the purpose of determining the presence of a
quorum. Each of the Xxxxxxx Investors hereby grants, during the term of this
Agreement, to the Chief Executive Officer of the Trust, a limited power of
attorney to vote any and all Shares owned by the Xxxxxxx Investors to the
extent such Shares have not been voted in accordance with this Section 7.
8. COVENANTS OF XXXXXXX. Xxxxxxx agrees: (a) that he will deliver
copies to the Trust of monthly broker transaction reports that reflect any and
all transactions by the Xxxxxxx Investors in Shares; (b) that he will not take
any action that would result in distribution of Shares to members of the Fund;
and (c) that in the event the Xxxxxxx Investors receive any margin calls with
respect to such Shares, that Xxxxxxx will promptly notify the Trust and if the
Xxxxxxx Investors fail to meet the margin call, the Xxxxxxx Investors will take
the necessary action to allow the Trust to purchase any Shares subject to such
margin calls at the then-current market price, to the extent that the Xxxxxxx
Investors do not meet such margin calls.
9. SPECIFIC ENFORCEMENT. Each of the Trust, on the one hand, and each
of the Xxxxxxx Investors, on the other, acknowledges and agrees that the other
would not have an adequate remedy at law and would be irreparably harmed in the
event that any of the material provisions of this Agreement were not performed
in accordance with their specific terms or this Agreement were otherwise
materially breached. It is accordingly agreed that the Trust, on the one hand,
and the Xxxxxxx Investors, on the other, shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to specifically enforce
this Agreement and the material terms and provisions hereof in any action
instituted in any court of the United States or any state thereof having
subject matter jurisdiction, in addition to any other remedy to which such
party may be entitled, at law or in equity. Each party hereby consents to
personal jurisdiction in any such action brought in the United States District
Court for the Northern District of Ohio, or in any court of the State of Ohio
having subject matter jurisdiction, to service of process upon them in the
manner set forth in Section 14(c) hereof, to reasonable expedited proceedings
for injunctive and other relief, and hereby waives any venue objections
therein.
10. TERM. This Agreement shall commence on the date hereof and shall
terminate on the tenth anniversary of the date hereof.
11. ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding of the parties with respect to the subject matter hereof.
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12. LIMITATION OF LIABILITY. Notwithstanding anything set forth herein
to the contrary, this Agreement is made and executed on behalf of the Trust, by
its officers on behalf of the Trustees thereof, and none of the Trustees or
officers or any additional or successor officers or Trustees or any
beneficiary, employee or agent of the Trust shall have any liability in their
personal or individual capacity, but instead the Xxxxxxx Investors shall look
solely to the real property or assets of the Trust for satisfaction of claims
of any nature arising under or in connection with this Agreement.
13. LIMITATION OF LIABILITY. Notwithstanding anything set forth herein
to the contrary, this Agreement is made and executed on behalf of the Fund, by
its officers, and Xxxxxxx, and none of the members of the Fund or any
additional or successor members of the Fund, except Xxxxxxx, shall have any
liability in their personal or individual capacity, but instead the Trust shall
look solely to the real property or assets of the Fund and Xxxxxxx for
satisfaction of claims of any nature arising under or in connection with this
Agreement.
14. MISCELLANEOUS.
(a) This Agreement shall be binding upon and shall inure to the
benefit of and be enforceable by the successors and permitted assigns of
the parties hereto (it being understood that no person who acquires any
Voting Securities from any of the Xxxxxxx Investors in a transaction
permitted by Section 6(g) hereof shall be bound by any provision of this
Agreement). Except as otherwise expressly provided herein, this Agreement
shall not be assignable.
(b) This Agreement may not be modified, amended, altered or
supplemented, except by a written instrument duly executed by each of the
parties hereto.
(c) Except as otherwise expressly provided herein, all notices,
requests, claims, demands and other communications hereunder shall be in
writing and shall be given (and shall be deemed to have been duly given if
so given) by personal delivery, cable, telegram or fax, or by mail
(registered or certified mail, postage prepaid, return receipt requested)
to the respective parties as follows:
If to any of the Xxxxxxx Investors, to:
Xxxxxxx X. Xxxxxxx
0000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
with a copy to:
Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx & Xxxxxx
00xx Xxxxx
Xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
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If to the Trust, to:
First Union Real Estate Equity & Mortgage Investments
00 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxxx
Xxxx Xxxxx
with a copy to:
Xxxx Xxx Xxxxxxxxx
Squire, Xxxxxxx & Xxxxxxx
0000 Xxxxxxx Xxxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
or to such other address as either party may have furnished to the other
in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.
(d) This Agreement shall be governed by and construed in accordance
with the law of the State of Ohio.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties hereto or their duly authorized officer or representative as of the
date and year first above written.
FIRST UNION REAL ESTATE EQUITY
AND MORTGAGE INVESTMENTS
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------
Xxxxx X. Xxxxxxxxxx
Chief Executive Officer and Chairman
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
I, Xxxx X. Xxxxx, a duly licensed Notary Public on and for said
county and state, do hereby attest that on the 13th day of December, 1995,
personally appeared before me the above-named Xxxxx X. Xxxxxxxxxx, Chief
Executive Officer and Chairman of First Union Real Estate Equity and Mortgage
Investments, who acknowledged to me that he is duly authorized to enter into
the foregoing Settlement and Standstill Agreement on behalf of First Union Real
Estate Equity and Mortgage Investments; that he had read the foregoing
Settlement and Standstill Agreement; and that he was signing it as his own free
will and act; and who signed the said Settlement and Standstill Agreement in my
presence.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal as
of the date set forth above.
/s/ Xxxx X. Xxxxx
-------------------
NOTARY PUBLIC
My Commission Expires: XXXX X. XXXXX, Attorney at Law
NOTARY PUBLIC-State of Ohio
My Commission Has No Expiration Date.
Section 147.03 R.C.
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/s/ Xxxxxxx X. Xxxxxxx
-----------------------
XXXXXXX X. XXXXXXX
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
I, Xxxxxx X. Xxxxxx, a duly licensed Notary Public on and for said
county and state, do hereby attest that on the 13th day of December, 1995,
personally appeared before me the above-named Xxxxxxx X. Xxxxxxx; who
acknowledged to me that he had read the foregoing Settlement and Standstill
Agreement; and that he was signing it as his own free will and act; and who
signed the said Settlement and Standstill Agreement in my presence.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal as
of the date set forth above.
/s/ Xxxxxx X. Xxxxxx
---------------------
NOTARY PUBLIC
My Commission Expires: Xxxxxx X. Xxxxxx, Attorney
NOTARY PUBLIC-STATE OF OHIO
My commission has no expiration date.
Section 147.03 R.C.
TURKEY VULTURE FUND XIII, LTD.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxx,
Managing Member
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
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I, Xxxxxx X. Xxxxxx, a duly licensed Notary Public on and for said
county and state, do hereby attest that on the 13th day of December, 1995,
personally appeared before me the above-named Xxxxxxx X. Xxxxxxx, Managing
Member of Turkey Vulture Fund XIII, Ltd., who acknowledged to me that he is
duly authorized to enter into the foregoing Settlement and Standstill Agreement
on behalf of Turkey Vulture Fund XIII, Ltd.; that he had read the foregoing
Settlement and Standstill Agreement; and that he was signing it as his own free
will and act; and who signed the said Settlement and Standstill Agreement in my
presence.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal as
of the date set forth above.
/s/ Xxxxxx X. Xxxxxx
---------------------
NOTARY PUBLIC
My Commission Expires: Xxxxxx X. Xxxxxx, Attorney
NOTARY PUBLIC-STATE OF OHIO
My commission has no expiration date.
Section 147.03 R.C.
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IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF OHIO
EASTERN DIVISION
FIRST UNION REAL ESTATE EQUITY ) CIVIL ACTION NO. 1:95CV0274
AND MORTGAGE INVESTMENTS, )
) JUDGE XXXXXX XXXXXX XXXXX
Plaintiff, ) (Magistrate Judge Xxxxxxx)
)
v. )
)
XXXXXXX X. XXXXXXX, et al., )
)
Defendants. ) STIPULATION OF SETTLEMENT
By and through their undersigned counsel, the parties hereto
stipulate and agree that all claims and counterclaims by each of them against
any or all of the others of them herein are hereby settled and dismissed with
prejudice, each party to bear its own costs.
Respectfully submitted,
______________________________________
Xxxxxxx Xxxxxxxx Xxxxx (#0018631)
SQUIRE, XXXXXXX & XXXXXXX
0000 Xxxxxxx Xxxxxx, 000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000-0000
(216/479-8500)
Attorney for Plaintiff and
Counterclaim Defendants First Union Real
Estate Equity and Mortgage Investments and
X. X. Xxxxxxxxxx
EXHIBIT 1
13
_______________________________
Xxxxx X. Xxxxxx (#00031431)
XXXXXXX, XXXXXXX & XXXXXX
Xxx Xxxxxxxxx Xxxxxx, 00xx Xx.
Xxxxxxxxx, Xxxx 00000
(000)000-0000
Attorney for Defendants Xxxxxxx X.
Xxxxxxx and Turkey Vulture Fund XIII,
Ltd.
IT IS SO ORDERED.
DATE:________________ _________________________________________
UNITED STATES DISTRICT COURT JUDGE
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IN THE COURT OF COMMON PLEAS
CUYAHOGA COUNTY, OHIO
XXXXXXX X. XXXXXXX, et ano., ) CASE NO. 297673
)
Plaintiffs, ) JUDGE XXXXXXX X. XxXXXXXXX
)
v. )
)
XXXXX X. XXXXXXXXXX, et al., )
) STIPULATION OF SETTLEMENT
)
Defendants. )
By and through their undersigned counsel, the parties hereto
stipulate and agree that all claims herein are hereby settled and dismissed
with prejudice, each party to bear its own costs.
Respectfully submitted,
_____________________________
Xxxxx X. Xxxxxx (#00031431)
XXXXXXX, XXXXXXX & XXXXXX
Xxx Xxxxxxxxx Xxxxxx, 00xx Xx.
Xxxxxxxxx, Xxxx 00000
(000)000-0000
Attorney for Plaintiffs
EXHIBIT 2
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______________________________________
Xxxxxxx Xxxxxxxx Xxxxx (0018631)
SQUIRE, XXXXXXX & XXXXXXX
0000 Xxxxxxx Xxxxxx, 000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000-0000
(216/479-8500)
Attorney for Defendants
IT IS SO ORDERED.
DATE:____________________ ____________________________________
JUDGE
