Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
PRESIDENTIAL LIFE CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
740881401
(CUSIP Number)
Kurz Family Foundation, Ltd.
Herbert Kurz
Ellen Kurz
Leonard Kurz
c/o Anthony Montalbano, Esq.
Montalbano, Condon & Frank, P.C.
67 North Main Street, 3rd Floor
New City, New York 10956
(845) 634-7010
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
12/23/11
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rules 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1.
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Names of Reporting Persons.
Kurz Family Foundation, Ltd.
I.R.S. Identification Nos. of above persons (entities only)
EIN No. 13680855
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3.
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SEC USE ONLY
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
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6.
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Citizenship or Place of Organization
State of Delaware, United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
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7.
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Sole Voting Power
5,410,981
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
5,410,981
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,410,981
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
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13.
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Percent of Class Represented by Amount in Row (11)
18.3%
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14.
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Type of Reporting Person (See Instructions)
CO
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1.
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Names of Reporting Persons.
Herbert Kurz
I.R.S. Identification Nos. of above persons (entities only)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3.
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SEC USE ONLY
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4.
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Source of Funds (See Instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
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7.
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Sole Voting Power
2,534,281
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8.
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Shared Voting Power
5,410,981
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9.
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Sole Dispositive Power
2,534,281
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10.
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Shared Dispositive Power
5,410,981
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
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13.
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Percent of Class Represented by Amount in Row (11)
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14.
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Type of Reporting Person (See Instructions)
IN
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____________________
1 Includes 5,410,981 shares beneficially owned by Kurz Family Foundation, Ltd. (the "Foundation"). Herbert Kurz disclaims beneficial ownership of such shares.
2 Includes 5,410,981 shares beneficially owned by the Foundation, which represent approximately 18.3% of the outstanding shares and of which Herbert Kurz disclaims beneficial ownership.
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1.
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Names of Reporting Persons.
Ellen Kurz
I.R.S. Identification Nos. of above persons (entities only)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3.
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SEC USE ONLY
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
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7.
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Sole Voting Power
514,771
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8.
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Shared Voting Power
5,410,981
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9.
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Sole Dispositive Power
514,771
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10.
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Shared Dispositive Power
5,410,981
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
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13.
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Percent of Class Represented by Amount in Row (11)
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14.
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Type of Reporting Person (See Instructions)
IN
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1 Includes 5,410,981 shares beneficially owned by the Foundation. Ellen Kurz disclaims beneficial ownership of such shares.
2 Includes 5,410,981 shares beneficially owned by the Foundation, which represent approximately 18.3% of the outstanding shares and of which Ellen Kurz disclaims beneficial
ownership.
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1.
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Names of Reporting Persons.
Leonard Kurz
I.R.S. Identification Nos. of above persons (entities only)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3.
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SEC USE ONLY
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
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7.
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Sole Voting Power
549,295
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8.
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Shared Voting Power
5,410,981
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9.
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Sole Dispositive Power
549,295
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10.
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Shared Dispositive Power
5,410,981
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
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13.
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Percent of Class Represented by Amount in Row (11)
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14.
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Type of Reporting Person (See Instructions)
IN
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________________________
1 Includes 5,410,981 shares beneficially owned by the Foundation. Leonard Kurz disclaims beneficial ownership of such shares.
2 Includes 5,410,981 shares beneficially owned by the Foundation, which represent approximately 18.3% of the outstanding shares and of which Leonard Kurz disclaims beneficial
ownership.
Introduction
This Amendment No. 5 to Schedule 13D ("Amendment No. 5"), which relates to the common stock, par value $0.01 per share (the "Common Shares"), of Presidential Life Corporation, a Delaware corporation (the "Company"), is filed on behalf of Kurz Family Foundation, Ltd., a Delaware not-for-profit corporation (the "Foundation"), Herbert Kurz, Ellen Kurz and Leonard Kurz (each, a "Reporting Person" and collectively, the "Reporting Persons") and amends the Schedule 13D filed on February 17, 2009 (the "Schedule 13D"), amended on March 20, 2009 (“Amendment #1”), amended again on December 9, 2009 (“Amendment #2”), amended again on December 23, 2009 (“Amendment #3”), and amended again on December 21, 2010 (“Amendment #4”). Each of Herbert Kurz, Ellen Kurz and Leonard Kurz is a director of the Foundation, and may be deemed to have beneficial ownership of the Common Shares owned by the Foundation, although each of them disclaims such beneficial ownership. Herbert Kurz is the father of Ellen Kurz and Leonard Kurz.
Solely with respect to Herbert Kurz, this filing also serves to amend and supersede the Schedule 13D (the “Kurz 13D”) filed by Herbert Kurz on February 17, 2009, as amended on October 2, 2009, November 9, 2009, January 11, 2010, February 16, 2010, July 12, 2010, July 19, 2010 and March 25, 2011.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented to add the following:
On December 23, 2011, the Foundation made gifts in the aggregate of fifty thousand (50,000) shares of common stock of the Company to thirteen (13) different charitable organizations, each a Public Charity under Subtitle A, Chapter 1, Subchapter F of the Internal Revenue Code.
After making the aforementioned gifts to the thirteen (13) Public Charities, The Foundation continues to hold 5,410,981 Common Shares held by it to meet its general charitable and educational purposes.
All other information set forth in the Foundation’s Schedule 13D, as amended by Amendment #1, Amendment #2, Amendment #3 and Amendment #4, is unchanged.
On December 23, 2011, Herbert Kurz inherited 101,997 Common Shares.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) (i) As of the date hereof, the Foundation beneficially owns an aggregate of 5,410,981 Common Shares which represent approximately 18.3% of the Company's 29,574,697 outstanding Common Shares. The percentages in this Item 5 are calculated on the basis of 29,574,697 Common Shares outstanding on September 30, 2011.
(ii) As of the date hereof, Herbert Kurz may be deemed to beneficially own an aggregate of 7,945,262 Common Shares (approximately 26.9% of the Company's outstanding Common Shares). Such Common Shares include 5,410,981 Common Shares (approximately 18.3% of the Company's outstanding Common Shares) held by the Foundation. Herbert Kurz is a director of the Foundation and disclaims beneficial ownership of all Common Shares held by the Foundation. Additional information concerning the Common Shares beneficially owned by Herbert Kurz is set forth in the Herbert Kurz Schedule 13D.
As of the date hereof, Ellen Kurz may be deemed to beneficially own an aggregate of 5,925,752 Common Shares (approximately 20.0% of the Company's outstanding Common Shares). Such Common Shares include 5,410,981 Common Shares (approximately 18.3% of the Company's outstanding Common Shares) held by the Foundation. Ellen Kurz is a director of the Foundation and disclaims beneficial ownership of all Common Shares held by the Foundation.
As of the date hereof, Leonard Kurz may be deemed to beneficially own an aggregate of 5,960,276 Common Shares (approximately 20.1% of the Company's outstanding Common Shares). Such Common Shares include 5,410,981 Common Shares (approximately 18.3% of the Company's outstanding Common Shares) held by the Foundation. Leonard Kurz is a director of the Foundation and disclaims beneficial ownership of all Common Shares held by the Foundation.
(b)(i) For each of the 5,410,981 Common Shares that are owned of record by the Foundation, the Foundation has the sole power to vote such shares, and has the sole power to dispose of, or to direct the disposition of, such shares. As directors of the Foundation, Herbert Kurz, Ellen Kurz and Leonard Kurz have shared power to vote the Common Shares held by the Foundation and have shared power to dispose of, or to direct the disposition of, the Common Shares held by the Foundation.
(ii) For each of the 2,534,281 Common Shares that are owned of record by Herbert Kurz, Herbert Kurz has the sole power to vote such shares, and has the sole power to dispose of, or to direct the disposition of, such shares.
For each of the 514,771 Common Shares that are owned of record by Ellen Kurz, Ellen Kurz has the sole power to vote such shares, and has the sole power to dispose of, or to direct the disposition of, such shares.
For each of the 549,295 Common Shares that are owned of record by Leonard Kurz, Leonard Kurz has the sole power to vote such shares, and has the sole power to dispose of, or to direct the disposition of, such shares.
The Foundation does not have any voting or dispositive power with respect to the Common Shares owned of record by Herbert Kurz, Ellen Kurz or Leonard Kurz and disclaims beneficial ownership of such Common Shares.
(c) None of Ellen Kurz or Leonard Kurz has effected any transactions in the Common Shares in the last 60 days.
The following table discloses the transactions in Common Shares in the last 60 days by the Reporting Persons:
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Reporting Person
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Date
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Type of Transaction
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Number of Shares
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The Foundation
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12/21/2011
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Disposition by gift
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50,000
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Herbert Kurz
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12/23/2011
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Acquisition by bequest
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101,997
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No consideration was received by the Foundation or paid by Herbert Kurz in connection with the transactions above.
(d) None.
(e) Not applicable.
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: January 11, 2012
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KURZ FAMILY FOUNDATION, LTD.
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| /s/ Herbert Kurz |
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By: Herbert Kurz
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Title: Chairman
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| /s/ Herbert Kurz |
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Herbert Kurz
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| /s/ Ellen Kurz |
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Ellen Kurz
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| /s/ Leonard Kurz |
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Leonard Kurz
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