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ITEM 1: Applicant/Organizer Information
Name of Applicant: Ninth Pennsylvania Reserve Corp.
Principal Address: Camp Wright
Street
Room or Suite
_________________________________________________________
Name of Applicant’s Controlling Entity, if any (if none enter "none"): PRV CorpPrincipal Address: Third Street Room 17E Capitol Building Street Room or Suite
Harrisburg PA 17120 City State Zip
_________________________________________________________
Individual(s) authorized by the applicant to submit application and to whom all correspondence should be addressed:
Name:Conrad Feger Jackson
Title:CEO
Address: 4734 Butler Street Street Room or Suite
Pittsburgh PA 15201 City State Zip
Telephone:__________________
Relationship to Applicant: Employee
________________________________________________
ITEM 2:Name and principal address of each member, and of each
member’s controlling entity, if any:
(Attach to this
application, clearly identifying attachment as response to ITEM
2.)
Name and Principal Address of Each Member
Pittsburgh Pasta & Pierogi Company
Lyon's Building
Suite
A
Fifth Street
Pittsburgh, PA 15222
Garabaldi Pasta
Company
4200 Fifth Avenue
Pittsburgh, PA 15260
Iron City Pierogi Company
270 Liberty Street
Pittsburgh, PA 15201
Government Pierogi Company
Lyon's Building
Suite D
Fifth
Street
Pittsburgh, PA 15222
Chartiers Valley Pierogi Company
50
Thoms Run Road
Bridgeville, PA 15017
Meadville Pierogi Company
520 N. Main St.
Meadville, PA 16335
Iron City Potsticker Company
Neville Hall
4905 Grand
Avenue
Pittsburgh PA 15225
New Brighton Pierogi Company
1021
Third Ave.
New Brighton, PA 15066
McKeesport Pierogi Company
1832
Arboretum Drive
McKeesport, PA 15132
Allegheny Pierogi
Company
C/O Allegheny Savings Bank
10 Federal Street
Allegheny City,
PA 15212
________________________________________________
ITEM 3: Copy of any legal instrument under which the applicant is organized or will operate. Include copies, as appropriate, of its corporate charter, bylaws, partnership, joint venture, membership, or other agreements or contracts under which the applicant is organized.
(Attach to this application, clearly identifying attachment as response to ITEM 3.)
Response to Item 3
Legal Instrument Under which Applicant is Organized
The Ninth Pennsylvania Reserve Corporation was organized under the auspices of the Pennsylvania Reserve Act at CampWright, Hulton Station, Pennsylvania. Copies of the organizational papers are attached as Appendix A.
_________________________________________________________
ITEM 4: A copy of the applicant’s most recent annual report, if any, and that of its controlling entity, if any.
(Attach to this application, clearly identifying attachment as response to ITEM 4.)
To the extent the information is not included in the annual report, or in other document submitted in connection with this application, attach a brief description of the applicant’s domestic (including import) and export operations, including:
(a) The nature of its business;
(b) The types of products or services in which it deals;
(c) The places where it does business.
(This description may be supplemented by a chart or table.)
Response to Item 4
Applicant's Most Recent Annual Report
Ninth Pennsylvania Reserve Corp. was established specifically to export frozen pasta on behalf of its members. Ninth Pennsylvania Reserve Corp. intends to export to wholesalers woldwide. Ninth Pennsylvania Reserve Corp. has no domestic operations.
_________________________________________________________
ITEM 5: A copy of each member’s most recent annual
report, if any, and that of its controlling entity, if any.
(Attach to
this application, clearly identifying attachment as response to ITEM
5.)
To the extent the information is not included in the annual report, or in other documents submitted in connection with this application, attach a brief description of each member’s domestic (including import) and export operations, including:
(a) The nature of its business;
(b) The types of products or services in which it deals;
(c) The places where it does business.
(This description may be supplemented by a chart or table.)
Response to Item 5
Description of Each Member's Domestic and Export Operations
1. Pittsburgh Pasta & Pierogi Company
(a)
Manufacture and sale of frozen & prepared foods.
(b) Pittsburgh Pasta & Pierogi Company manufactures a wide variety of pierogis, frozen pasta products and other fine Italian foods. We pack our products for retail sale, institutional use, and private label.
(c) Nationwide.
2. Garibaldi Pasta Company
(a) Manufacture and sale of frozen &
prepared foods.
(b) Garibaldi Pasta Company produces a variety of frozen and pre-cooked pasta products. Among the uncooked frozen products produced are Ravioli, Tortellini and Lasagna.
(c) Southwestern Pennsylvania.
3. Iron City Potsticker Company
(a) Manufacture and sale of frozen &
prepared foods.
(b) Frozen Stuffed Pastas.
(c) Nationwide.
4. Government Pierogi Company
(a) Manufacture and sale of frozen &
prepared foods.
(b) Frozen Stuffed Pastas.
(c) Nationwide.
5. Chartiers Valley Ravioli Company
(a) Manufacture and sale of frozen
& prepared foods.
(b) Chartiers Valley Ravioli Company produces traditional Italian-style ravioli,tortellini and , to unique ravioli shapes such as dinosaurs, pasta rings, and micro raviolini.
(c) Nationwide.
6. Meadville Pierogi Company
(a) Manufacture and sale of frozen &
prepared foods.
(b) Frozen Stuffed Pastas.
(c) Northwestern Pennsylvania & Northeastern Ohio.
7. Iron City Pierogi Company
(a) Manufacture and sale of frozen &
prepared foods.
(b) Frozen pasta including pierogis, tortelloni and panzerotti.
(c) Nationwide.
8. New Brighton Pierogi Company
(a) Manufacture and sale of frozen &
prepared foods.
(b) Frozen Stuffed Pastas.
(c) Nationwide.
9. McKeesport Pierogi Company
(a) Manufacture and sale of frozen &
prepared foods.
(b) Frozen Stuffed Pastas.
(c) Nationwide.
10. Allegheny Pierogi Company
(a) Manufacture and sale of frozen &
prepared foods.
(b) Frozen Stuffed Pastas.
(c) Nationwide.
_________________________________________________________
ITEM 6: Names, titles, and responsibilities of the applicant’s
directors, officers, partners, and managing officials, and their business
affiliations with other members or other businesses that produce or sell any
of the types of goods or services described in ITEM 7, (below).
(Attach
this information to this application, clearly identifying attachment as
response to ITEM 6.)
Response to Item 6
Names and Titles of Applicant's Officers
George A. McCall, Chairman
C. Feger Jackson, CEO
Robert Anderson, President
James McKinon Snodgrass, CFO
Thomas Brent Swearingen, Marketing Director
Lewis W. Smith, Vice President (President Pittsburgh Pierogi Company)
Francis Hardtmeyer, Vice President (President Garibaldi Pasta Company)
James T. Shannon, Vice President (President Iron City Pierogi Company)
Robert Galway, Vice President (President Government Pierogi Company)
Charles Barnes, Vice President (President Chartiers Valley Food Company)
Samuel Dick, Vice President (President Meadville Frozen Foods Company)
Hugh Flemming, Vice President (President Allegheny Pierogi Company)
_________________________________________________________
ITEM 7(A): A description of the goods or services which the
applicant exports or proposes to export under the certificate of review. The
description should reflect the industry’s customary definitions of product and
services.
(Attach this information to this application clearly
identifying attachment as response to ITEM 7(A).)
Frozen pastas including but not limited to pierogies, potstickers and ravioli.
ITEM 7(B): If the information is reasonably available, please
identify the goods or services according to the Standard Industrial
Classification (SIC) number. Goods should normally be identified at the
7-digit level. Services should be identified at the most detailed SIC level
possible.
(Attach this information to this application, clearly
identifying attachment as response to ITEM 7(B).)
ITEM 7(C): Identify the foreign geographic areas to which the applicant and
each member export or intend to export their goods and
services.
(Attach this information to this application, clearly
identifying attachment as response to ITEM 7(C).)
Response to Item 7(C)
World-Wide
_________________________________________________________
ITEM 8: For each class of the goods, wares, merchandise, or services set forth in ITEM 7, please provide the following information:
(A) The principal geographic area or areas in the United States in which
the applicant and each member sell their goods and services.
(Attach
this information to this application, clearly identifying attachment as
response to ITEM 8 (A).)
Applicant does not sell domestically.
1. Pittsburgh Pasta & Pierogi Company
Nationwide.
2. Garibaldi Pasta Company
Southwestern Pennsylvania.
3. Iron City Potsticker Company
Nationwide.
4. Government Pierogi Company
Nationwide.
5. Chartiers Valley Ravioli Company
Nationwide.
6. Meadville Pierogi Company
Northwestern Pennsylvania &
Northeastern Ohio.
7. Iron City Pierogi Company
Nationwide.
8. New Brighton Pierogi Company
Nationwide.
9. McKeesport Pierogi Company
Nationwide.
10. Allegheny Pierogi Company
Nationwide.
(B) For each of the previous two fiscal years the dollar value of the
applicant’s and each member’s (i) total domestic sales, if any, and (ii) total
export sales, if any. Include the value of sales of any controlling entities
and and all entities under their control.
(Attach this information to
this application, clearly identifying attachment asresponse to ITEM 8(B).
1999 2000
Pittsburgh Pierogi Company $11,750,000 $11,100,000
Garibaldi Pasta Company $ 245,000 $100,000
Iron City Pierogi Company $ 750,000 $800,000
Government Pierogi Co. $575,000 $600,000
Chartiers Valley Food Co. $1,256,000 $700,000
Meadville Frozen Foods Co $1,170,000 $900,000
Iron City Potstickeri Company $1,050,000 $810,000
New Brighton Pierogi Company $475,000 $510,000
McKeesport Pierogi Company $1,150,000 $910,000
Allegheny Pierogi Company $750,000 $420,000
All members are new to the export market.
_________________________________________________________
ITEM 9: For each product or service to be covered by
the certificate, indicate the best information or estimate accessible to the
applicant of the total value of sales in the United states by all companies
(whether or not members of the proposed certificate) for each of the last two
(2) years. Identify the source of the the information or the basis of
the estimate.
(Attach this information
to this application, clearly identifying attachment as response to ITEM
9.)
Response to Item 9
Total U.S. Sales for all Companies
According to the Frozen Food Institute total domestic U.S. sales of frozen pasta were $247,000,000 in 1999, and $215,000,000 in 2000.
_________________________________________________________
ITEM 10: Describe the specific export conduct which the applicant seeks to have certified. Only the specific export conduct described in the application will be eligible for certification. For each item, the applicant should state the antitrust concern, if any, raised by that export conduct.
Examples of export conduct which applicants may seek to have certified include the manner in which goods and services will be obtained or provided; the manner in which prices or quantities will be set; exclusive agreements with U.S. suppliers or export intermediaries; territorial, quantity, or price agreements with U.S. suppliers or export intermediaries; and restrictions on intermediaries; territorial, quantity, or price agreements with U.S. suppliers or export intermediaries; and restrictions on membership or membership withdrawal.
(These examples are given only to illustrate the type of export conduct which might be of concern. The specific activities which the applicant may wish to have certified will depend on its particular circumstances or business plans.)
(Attach this information to this application, clearly identifying attachment as response to ITEM 10.)
Response to Item 10
Specific Export Conduct to be Certified
Export Trade Activities and Methods of Operation
1.Ninth Pennsylvania Reserve Corporation, on its own behalf or on behalf of any or all of its Members may:
a. Sales Prices. Establish sale prices, minimum sale prices, target sale prices and/or minimum target sale prices, and other terms of sale in export markets;
b. Marketing and Distribution. Conduct marketing and distribution of Products in export markets.
c. Promotion. Conduct promotion of Products;
d. Quantities. Agree on quantities of Products to be sold, provided each Member shall be required to dedicate only such quantity or quantities as each such Member shall independently determine.
e. Market and Customer Allocation. Allocate geographic areas or countries in the Export Markets and/or customers in the Export Markets among Members;
f. Refusals to Deal. Refuse to quote prices for Products, or to market or sell Products, to or for any customers in the Export Markets, or any countries or geographical areas in the Export Markets;
g. Exclusive and Nonexclusive Export Intermediaries. Enter into exclusive and nonexclusive agreements appointing one or more Export Intermediaries for the sale of Products with price, quantity, territorial and/or customer restrictions as provided above;
2. Ninth Pennsylvania Reserve Corporation and its Members may exchange and discuss the following information:
a. Information about sale and marketing efforts for the Export Markets, activities and opportunities for sales of Products in the Export Markets, selling strategies for the Export Markets, sales for the Export Markets, contract and spot pricing in the Export Markets, projected demands in the Export Markets for Products, customary terms of sale in the Export Markets, prices and availability of Products from competitors for sale in the Export Markets, and specifications for Products by customers in the Export Markets;
b. Information about the price, quality, quantity, source, and delivery dates of Products available from the Members to export;
c. Information about terms and conditions of contracts for sale in the Export Markets to be considered and/or bid on by Ninth Pennsylvania Reserve Corporation and its Members;
d. Information about joint bidding or selling arrangements for the Export Markets and allocations of sales resulting from such arrangements among the Members;
e. Information about expenses specific to exporting to and within the Export Markets, including without limitation, transportation, trans- or intermodal shipments, insurance, inland freights to port, port storage, commissions, export sales, documentation, financing, customs, duties, and taxes;
f. Information about U.S. and foreign legislation and regulations, including federal marketing order programs, affecting sales for the Export Markets;
g. Information about Ninth Pennsylvania Reserve Corporation' s or its Members' export operations, including without limitation, sales and distribution networks established by Ninth Pennsylvania Reserve Corporation or its Members in the Export Markets, and prior export sales by Members (including export price information); and
h. Information about export customer credit terms and credit history.
3. Ninth Pennsylvania Reserve Corporation and its Members may meet to engage in the activities described in paragraphs 1 and 2 above.
_________________________________________________________
ITEM 11: If the export trade, export trade activities, or
methods of operation for which certification is sought will involve any
agreement or any exchange of information among suppliers of the same or
similar products or services with respect to domestic prices, production,
sales, or other competitively sensitive business information, specify the
nature of the agreement or exchange of information.
(Attach this
information to this application, clearly identifying attachment as response to
ITEM 11.)
Response to Item 11
Exchange of Domestic Sales and Production Information
No exchange of such information is anticipated.
_________________________________________________________
ITEM 12: A statement whether the applicant intends or
reasonably expects that any exported goods or services covered by the proposed
certificate will re-enter the United States, either in its original or
modified form. If so, identify the goods or services and the manner in which
they may re-enter the United States.
(Attach this information to this
application, clearly identifying attachment as response to ITEM
12.)
Response to Item 12
Re-Entry Statement
The applicant does not intend nor reasonably expect that any exported goods covered by the proposed certificate will re-enter the United States.
_________________________________________________________
ITEM 13: The names and addresses of the suppliers of the goods
and services to be exported (and the goods and services to be supplied by
each) unless the goods and services to be exported are to be supplied by the
applicant and/or its members.
(Attach this information to this
application, clearly identifying attachment as response to ITEM
13.)
Response to Item 13
Supplier Information
All products to be exported will be supplied by the members.
_________________________________________________________
ITEM 14: For each product to be covered by
the certificate provide the following background
information:
(a) detailed description of the
product and its purpose or use;
(b) the estimated number of
competitiors (both foriegn and domestic) in the particular U.S. market;
(c) a list of the top five competitors who
are not proposed members of this certificate, in terms of sales in
the U.S. market, and an estimate of their respective (%) share in the market.
(d) the ranking of the applicant and each
proposed member in terms of their sales in the U.S.
market.
Please provide any other background information that the
applicant believes will be necessary or helpful to a determination of whether
to issue a certificate under the standards of the Export Trading Company Act.
(Attach this information to this
application, clearly identifying attachment as response to ITEM 14.)
(a) Description of Product and its Use
Perogies are boiled or fried triangular dumplings. The are a wide
variety of filling for the dumpling:
potatoes, cheese, mushrooms,
cabbage, and meat are common as are fresh fruit such as cherries, plums and
berries. All varieties of perogies are traditionally served with melted
butter or smetana.
A potsticker is also known as a Chinese dumpling or Chinese ravioli. The
potsticker is a very special type of dim sum. It is a delicate pasta shell
filled with chicken, pork, or vegetables. The filling is blended and flavored
with special seasonings. In Chinese, the name for potsticker is "guo tie",
which literally means potsticker. The dumpling would stick to the pan as it
cooked, refusing to free itself from the pan.
Ravioli is a small
envelope of pasta filled with meat or cheese. Traditionally squared
shaped, today's ravioli comes in an increasing variety of custom shapes.
(b) Estimated Number of Companies Which Sell in the U.S. Market
There are an estimated 27 companies currently producing frozen pastas in the Unite States, as well as 2 Canadian firms which sell in the U.S. market.
(c) Top Five Outside Competitors
1. Mareva's Pittsburgh Gourmet Pierogis
2. Aunt Millie's Pastas
3. Halina's European Gourmet
4. Pierogi's R Us
5. Aunt Stella's Kitchen
Ninth Pennsylvania Reserve Corporation believes that Mareva's is the largest seller of frozen pastas in the U.S. market with between10% to 15% of total domestic sales. Millie's, Halina's, Pierogi's are Us, and Stella's each have an estimated 3% to 5% of domestic sales.
(d) Ranking of Members in U.S. Market
Ninth Pennsylvania Reserve Corporation believes that member Pittsburgh Pierogi & Pasta is the fourth largest frozen pasta producer in the U.S. in terms of domestic sales. No other member company is believed to rank in the top ten in terms of domestic sales.
___________________________________________________ ITEM 15:(Optional) A proposed draft certificateResponse to Item 16
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