SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
THE LIBERTY CORPORATION
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
530370-10-5
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(CUSIP Number)
ANTHONY PAGANO
ROYAL BANK OF CANADA
LAW DEPARTMENT
ROYAL TRUST TOWER, 6TH FLOOR
77 KING STREET WEST
TORONTO, ONTARIO
CANADA M5K 1K5
Telephone: (416) 955-5967
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 30, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Page 1 of 14 pages
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SCHEDULE 13D
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CUSIP No. 530370-10-5 Page 2 of 14 pages
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1. NAME OF REPORTING PERSON: Royal Bank of Canada
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS:
Not applicable
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION: Canada
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NUMBER OF 7. SOLE VOTING POWER:
0
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SHARES BENEFICIALLY 8. SHARED VOTING POWER:
4,352,517 *
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OWNED BY EACH 9. SOLE DISPOSITIVE POWER:
REPORTING 0
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PERSON WITH 10. SHARED DISPOSITIVE POWER:
3,917,265 *
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 4,352,517 *
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): (approx.) 22.31% *
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14. TYPE OF REPORTING PERSON: BK
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* The Reporting Person disclaims beneficial ownership of such shares and
this statement shall not be construed as an admission that the
Reporting Person is the beneficial owner of any securities covered by
this Statement.
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SCHEDULE 13D
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CUSIP No. 530370-10-5 Page 3 of 14 pages
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This statement is filed by Royal Bank of Canada ("Royal Bank"), with the U.S.
Securities and Exchange Commission on July 10, 2000.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, no par value
(the "Shares"), of The Liberty Corporation (the
"Company"). The Company's principal executive offices are
located at 2000 Wade Hampton Blvd., Greenville, South
Carolina 29615.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed by Royal Bank, a Canadian
commercial bank. Royal Bank has a principal place of
business and principal office at 200 Bay Street, Toronto,
Ontario, Canada M5J 2J5. For information required by
Instruction C to Schedule 13D with respect to Royal Bank,
reference is made to Schedule I annexed hereto and
incorporated herein by reference.
Neither Royal Bank, nor, to the best of Royal Bank's
knowledge, any of the persons listed on Schedule I hereto,
has during the last five years (i) been convicted in a
criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) been a party to any civil
proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State
securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Certain shareholders (the "Shareholders"; each Shareholder
being identified on Schedule II hereto) of the Company
have entered into Shareholder Voting Agreements (described
in Item 6 of this Schedule 13D and attached hereto as
Exhibits A-1 through A-9) with respect to certain Shares
beneficially owned by such Shareholders. No Shares were
purchased by Royal Bank pursuant to the Shareholder Voting
Agreements and thus no funds were used for such purpose.
ITEM 4. PURPOSE OF THE TRANSACTION.
Pursuant to the Purchase Agreement, dated June 19, 2000,
between Royal Bank and the Company, a copy of which is
attached as Exhibit B hereto (the "Purchase Agreement")
and
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SCHEDULE 13D
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CUSIP No. 530370-10-5 Page 4 of 14 pages
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subject to the terms and conditions therein, Royal Bank
has agreed to purchase all of the outstanding shares of
five wholly-owned subsidiaries of the Company along with
certain intellectual property (the "Acquisition").
The five subsidiaries of the Company which are to be sold
to Royal Bank are: Liberty Life Insurance, a South
Carolina corporation; Liberty Insurance Services
Corporation, a South Carolina corporation; Liberty
Marketing Services Corporation, a South Carolina
corporation; Liberty Capital Advisors Inc., a South
Carolina corporation; and LC Insurance Limited, a Bermuda
corporation.
Except as described in the Purchase Agreement and in this
Item 4, neither Royal Bank nor, to the best of Royal
Bank's knowledge, any of the persons listed in Schedule I
hereto has any present plans or proposals that would
relate to or result in (i) the acquisition by any person
of additional securities of the Company or the disposition
of securities of the Company; (ii) an extraordinary
corporate transaction, such as a merger, reorganization or
liquidation involving the Company or any of its
subsidiaries; (iii) a sale or transfer of a material
amount of assets of the issuer or any of its subsidiaries;
(iv) any change in the board of directors or management of
the Company; (v) any material change in the present
capitalization or dividend policy of the Company; (vi) any
other material change in the Company's business or
corporate structure; (vii) changes in the Company's
charter, bylaws or instruments corresponding thereto or
other actions that might impede the acquisition of control
of the Company by any person; (viii) causing a class of
securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association; (ix) or a class of equity
securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934 (the "Act"), nor
does Royal Bank have any plans or proposals which relate
or would result in any action similar to any of those in
clauses (i) to (ix).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As a result of the Shareholder Voting Agreements, Royal
Bank may be deemed to have beneficial ownership of an
aggregate of 4,352,517 Shares, which constitutes
approximately 22.31% of the outstanding shares of voting
stock of the Company on a fully-diluted basis. Reference
is made to the information set forth in each Schedule A to
each Shareholder Voting Agreement, which is incorporated
herein by reference.
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SCHEDULE 13D
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CUSIP No. 530370-10-5 Page 5 of 14 pages
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Royal Bank, however, hereby disclaims beneficial ownership
of such Shares, and this statement shall not be construed
as an admission that Royal Bank is, for any or all
purposes, the beneficial owner of the securities covered
by this statement.
Other than as provided in the first sentence of this Item
5, neither Royal Bank nor, to the best knowledge of Royal
Bank, any of the persons listed on Schedule I hereto, owns
or has any right to acquire, directly or indirectly, the
Shares.
(b) Except to the extent that it may be deemed to by virtue of
the Shareholder Voting Agreements, Royal Bank does not
have sole power to vote or direct the vote, shared power
to vote or to direct the vote, or the sole or shared power
to dispose or to direct the disposition of any of the
Shares.
Royal Bank may be deemed in certain circumstances as more
fully described in Item 6 to have the shared power with
the Shareholders to vote 4,352,517 Shares and to dispose
of 3,917,265 Shares. However, Royal Bank (i) is not
entitled to any rights as a shareholder of the Company as
to the Shares that are subject to the Shareholder Voting
Agreements and (ii) disclaims any beneficial ownership of
the Shares which are covered by the Shareholder Voting
Agreements. The information required by Item 2 relating to
the Shareholders is set forth on Schedule II.
(c) Except pursuant to the Shareholder Voting Agreements,
neither Royal Bank nor, to the best of Royal Bank's
knowledge, any of the persons listed on Schedule I hereto,
has effected any transaction in the Shares during the past
60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
On June 30, 2000, Royal Bank entered into Shareholder
Voting Agreements with each of the Shareholders listed on
Schedule II hereto. The following summary of certain
provisions of the Shareholder Voting Agreements, which are
filed as Exhibits A-1 through A-9 hereto, is qualified in
its entirety by reference to the text of the Shareholder
Voting Agreements.
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SCHEDULE 13D
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CUSIP No. 530370-10-5 Page 6 of 14 pages
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Pursuant to the Shareholder Voting Agreements, each
Shareholder irrevocably and unconditionally agrees that he
or she will (a) vote, or cause to be voted, all of the
shares of common stock of the Company set forth on
Schedule A to such Shareholder's Shareholder Voting
Agreement (the "Owned Shares") in favor of the Purchase
Agreement and the Acquisition at any meeting or meetings
of the Company's shareholders called to vote upon the
Purchase Agreement and the Acquisition and (b) will not
vote, or cause to be voted, such shares (or otherwise
provide a proxy or consent or enter into another voting
agreement with respect thereto) in favor of any other
Acquisition Proposal (as defined in the Purchase
Agreement).
Each Shareholder has further agreed that he or she will
not, without the prior written consent of Royal Bank, (a)
directly or indirectly, sell, transfer, pledge, assign or
otherwise dispose of, or enter into any contract, option,
commitment or other arrangement or understanding with
respect to the sale, transfer, pledge, assignment or other
disposition of, any of the Owned Shares, unless he or she
receives (i) an irrevocable proxy, in form and substance
substantially similar to the provisions of Section 2 of
the Shareholder Voting Agreements, to vote such Owned
Shares with respect to the Purchase Agreement and the
Acquisition and (ii) an agreement identical in all
material respects to such Shareholder's Shareholder Voting
Agreement executed by the buyer of the Owned Shares the
subject thereof, and (b) take any action that would
prohibit, prevent or preclude Shareholder from performing
its obligations under such Shareholder's Shareholder
Voting Agreement. However, in certain circumstances each
Shareholder may dispose of up to 10% of such Shareholder's
Owned Shares.
In addition, subject to certain conditions set forth in
the Shareholder Voting Agreement, W. Hayne Hipp has agreed
not to take any action that would prevent or otherwise
adversely affect the consummation of the Acquisition and
the other transactions contemplated by the Purchase
Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A-1 through A-9
Shareholder Voting Agreements, dated as of
June 30, 2000, between Royal Bank and the
Shareholders.
Exhibit B
Purchase Agreement, dated as of June 19, 2000,
between the Company and Royal Bank.
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SCHEDULE 13D
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CUSIP No. 530370-10-5 Page 7 of 14 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated as of July 10, 2000
ROYAL BANK OF CANADA
By: /s/ Peter W. Currie
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Peter W. Currie
Vice-Chairman and
Chief Financial Officer
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SCHEDULE 13D
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CUSIP No. 530370-10-5 Page 8 of 14 pages
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EXHIBIT INDEX
Exhibit A-1 through A-9
Shareholder Voting Agreements, dated as of June 30, 2000, between Royal
Bank and the Shareholders.
Exhibit B
Purchase Agreement, dated as of June 19, 2000, between the Company and
Royal Bank.
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SCHEDULE 13D
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CUSIP No. 530370-10-5 Page 9 of 14 pages
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF Royal Bank
The following table sets forth the name and present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which such occupation or employment is
conducted of each director and executive officer of Royal Bank. Unless otherwise
indicated, the business address of each such person is c/o Royal Bank at 200 Bay
Street, Toronto, Ontario, Canada, M5J 2J5 and each such person is a citizen of
Canada.
DIRECTORS PRESENT PRINCIPAL OCCUPATION
John E. Cleghhorn Chairman and Chief Executive Officer, Royal Bank of
Canada
George A. Cohon Founder and Senior Chairman, McDonald's Restaurants
McDonald's Place of Canada Limited
Toronto, Ontario
M3C 3L4 Canada
G.N. (Mel) Cooper Chairman and Chief Executive Officer, Seacoast
825 Broughton Street Communications Group Inc.
Victoria, British
Columbia
V8W 1E5 Canada
John T. Ferguson Chairman of the Board, Princeton Developments Ltd.
Suite 1400
9915-108 Street
Edmonton, Alberta
T5K 2G8 Canada
L. Yves Fortier Chairman, Ogilvy Renault
1981 McGill College
Avenue
Montreal, Quebec
H3A 3C1 Canada
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SCHEDULE 13D
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CUSIP No. 530370-10-5 Page 10 of 14 pages
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The Hon. Marie Senior Partner, Desjardins Ducharme Stein Monast
Gilberte
Paule Gauthier
Bureau 300
1150 de
Claire-Fontaine
Quebec, Quebec
G1R 5G4 Canada
J.M. Edward Newall Chairman of the Board, NOVA Chemicals Corporation
Newall and Associates
#2015 Bankers Hall
855 2nd Street S.W.
Calgary, Alberta
T2P 4J7, Canada
David P. O'Brien Chairman, President and Chief Executive
1800 Bankers Hall Officer,Canadian Pacific Limited
East,
855-2nd St. SW
Calgary, Alberta
T2P 4Z5, Canada
Robert B. Peterson Chairman, President and Chief Executive Officer,
111 St. Clair Avenue Imperial Oil Limited
West
Toronto, Ontario
M5W 1K3 Canada
Hartley T. Richardson President and Chief Executive Officer, James
Richardson Building Richardson & Sons, Limited
30th Floor
One Lombard Place
Winnipeg, Manitoba
R3B 0Y1 Canada
Kenneth C. Rowe Chairman and Chief Executive Officer, I.M.P. Group
Suite 400 International Inc.
2651 Dutch Village
Road
Halifax, Nova Scotia
B3L 4T1 Canada
Joseph Guy Chairman of the Board, SNC-Lavalin Group Inc.
Saint-Pierre
455 Rene -
Levesque Blvd. West
Montreal, Quebec
H2Z 1Z3 Canada
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SCHEDULE 13D
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CUSIP No. 530370-10-5 Page 11 of 14 pages
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Robert T. Stewart R.T. Stewart & Associates
1600-1095 W. Pender
Street
Vancouver, British
Columbia
V6E 2M6 Canada
Joao Pedro Reinhard Executive Vice President and Chief Executive
2030 Dow Center Officer, The Dow Chemical Company
Midland, Michigan
48674 USA
Citzenship:
Brazil
Allan R. Taylor Retired Chairman and Chief Executive Officer, Royal
Suite 1835-North Tower Bank of Canada
Royal Bank Plaza
Toronto, Ontario
M5J 2J5 Canada
Margaret Sheelagh Chair, President and Chief Executive Officer, EDS
D. Whittaker Systemhouse Inc.
6th Floor
33 Yonge Street
Toronto, Ontario
M5E 1G4 Canada
Victor L. Young Chairman and Chief Executive Officer, Fishery
70 O'Leary Avenue Products International Limited
St. John's,
Newfoundland
A1B 2C7 Canada
EXECUTIVE OFFICERS PRESENT EMPLOYMENT
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John E. Cleghorn Chairman and Chief Executive Officer
Gordon J. Feeney Deputy Chairman
Anthony S. Fell Deputy Chairman
Chairman, RBC Dominion Securities Inc.
Peter W. Currie Vice-Chairman and Chief Financial Officer
Suzanne B. Labarge Vice-Chairman and Chief Risk Officer
Martin J. Lippert Vice-Chairman and Chief Information Officer
Citzenship:
United States
W. Reay Mackay Vice-Chairman, Wealth Management
Chairman and Chief Executive Officer, Royal Trust
James T. Rager Vice-Chairman, Personal & Commercial Banking
Gordon M. Nixon Deputy Chairman and Chief Executive Officer, RBC
Dominion Securities Inc.
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SCHEDULE 13D
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CUSIP No. 530370-10-5 Page 12 of 14 pages
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W. James Westlake President and Chief Executive Officer, RBC Insurance
Holdings Inc.
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SCHEDULE 13D
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CUSIP No. 530370-10-5 Page 13 of 14 pages
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SCHEDULE II
To the knowledge of Royal Bank, the name, business address, title,
present principal occupation or employment of each of the Shareholders are as
set forth below. Unless otherwise indicated below, all of the persons listed
below are citizens of the United States of America. To the knowledge of Royal
Bank, none of the persons listed below has during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws.
Present Principal Occupation
Name and Residence or Business Including Name and Principal Business
Address of Employer
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W. Hayne Hipp............................Chairman, Chief Executive Officer,
The Liberty Corporation and President, The Liberty
2000 Wade Hampton Blvd. Corporation (broadcasting and
Greenville, SC 29615 insurance)
Anna Kate Hipp...........................Investor
131 Huckleberry Ridge
Greenville, SC 29609
John B. Hipp.............................Regional Director, Juvenile Diabetes
Juvenile Diabetes Association Association (not-for-profit
235 Peachtree NE organization)
Suite 675
Atlanta, GA 30303
Mary Jane Hipp Brock.....................Investor
765 Park Avenue., Apt. 7A
New York, NY 10021
Dorothy G. Leland........................Investor
2707 Bayonne St.
Sullivan's Island, SC 29482
William F. Hipp..........................Fleet Bank (banking)
Fleet Bank
115 Perimeter Center Place NE
Suite 500
Atlanta, GA 30346
Mason A. Goldsmith.......................Attorney, Love, Thornton, Arnold &
Love, Thornton, Arnold & Thomason, Thomason, P.A. (law firm)
P.A.
410 East Washington St.
Greenville, SC 29601
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SCHEDULE 13D
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CUSIP No. 530370-10-5 Page 14 of 14 pages
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Frances M. McCreery......................Investor
3190 Roundwood Rd.
Chagrin Falls, OH 44022
Gail Hipp Cooke..........................Architect
770 Park Avenue, Apt. 10C
New York, NY 10021
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