UNITED STATES DISTRICT COURT SOUTHERN DISTRICT of NEW YORK ------X GEORGE MOUNDREAS & CO SA, : : Petitioner, : Civ

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UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK ------X GEORGE MOUNDREAS & CO SA, : : Petitioner, : Civ. No. 1:20-cv-02626 VEC vs. : : AMENDED PETITION TO CONFIRM FOREIGN JINHAI INTELLIGENT MANUFACTURING CO LTD : ARBITRATION AWARD f/k/a JINHAI HEAVY INDUSTRY CO LTD AND : ZHOUSHAN JINHAIWAN SHIPYARD CO LTD, : HNA GROUP CO., LTD. a/k/a HAINAN GROUP HNA, : LLC, HAINAN AIRLINES HOLDING CO., LTD., AND : GRAND CHINA LOGISTICS HOLDING (GROUP) : CO. LTD. : : Respondents. : ------X

Petitioner GEORGE MOUNDREAS & CO SA (hereinafter “MOUNDREAS” or

“Petitioner”), by its attorneys Chalos & Co, P.C., for its Petition to Confirm Arbitration Award against Respondents: JINHAI INTELLIGENT MANUFACTURING CO LTD f/k/a JINHAI

HEAVY INDUSTRY CO LTD and ZHOUSHAN JINHAIWAN SHIPYARD CO LTD

(hereinafter “JINHAI”), HNA GROUP CO. LTD. a/k/a HAINAN GROUP HNA, LLC

(hereinafter “HNA” or “HNA GROUP”), HAINAN AIRLINES HOLDING CO., LTD.

(hereinafter “HAINAN AIRLINES”), and GRAND CHINA LOGISTICS HOLDING (GROUP)

CO. LTD. (hereinafter “GRAND CHINA”) (collectively referred to as “Respondents”) alleges and pleads as follows:

I. JURISDICTION, VENUE, AND PARTIES

1. Petitioner brings this action to recognize and enforce two (2) foreign arbitral awards (the “Awards”) issued against JINHAI, against Respondents JINHAI, HNA, HAINAN

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AIRLINES, and GRAND CHINA. Petitioner’s claim is based on Respondents’ status as alter- egos and/or a single business entity.

2. The Court has federal question jurisdiction pursuant to 28 U.S.C. § 1331 and 9

U.S.C. §204.

3. Venue is proper in the Southern District of New York pursuant to 28 U.S.C. §

1391(b). At all relevant times Respondents HNA GROUP, HAINAN AIRLINES, and GRAND

CHINA were registered to do business in the District, have appointed an agent for service of process in the District, and, as detailed below, have engaged in substantial and meaningful business activities within the District. Respondent JINHAI is an alter-ego of the HNA GROUP,

HAINAN AIRLINES, and GRAND CHINA and therefore a resident doing business and/or registered to do business in this District.

4. At all times material hereto, Petitioner, MOUNDREAS, was and is a corporation organized under the laws of Panama with its registered address at Ave. Fenderico, Boyd Piso No.

12, Panama and place of business at 39 Akakion St, 151 25, Maroussi, Greece.

5. At all times material hereto, Respondent JINHAI was and is a foreign company organized under the laws of the People’s Republic of China and operating from a corporate address which is shared with its corporate parent and alter-ego, Respondent HNA GROUP at 24th

Floor No 588 Pudong South Road (Pufa Tower), Shanghai, China and subsequently a shared address at HNA Tower, 5F, HNA Plaza, No. 896 Puming Road, Pudong, Shanghai, China. Upon information and belief, the shipyard is located at No. 1 Jinhai Street, Changtu, Daishan,

Zhoushan, Zhejiang, China As set forth below, personal jurisdiction over JINHAI may be established over it through its registered alter-egos, HNA, HAINAN AIRLINES, and GRAND

CHINA.

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6. At all times material hereto, Respondent HNA GROUP, was and is a foreign company organized under the laws of the People’s Republic of China and the parent company, beneficial owner, and alter-ego of JINHAI, and at all material times, registered to do business in

New York, has designated a registered agent at: CT Corporation, 28 Liberty Street, New York,

New York, 10005 and has engaged in substantial and meaningful business activities in the

District including, but not limited to: numerous real estate transactions in New York, including owning an office building located at 850 Third Avenue, New York, New York valued at approximately $452 million dollars; HNA GROUP also purchased for $2.21 billion an office building located at 245 Park Avenue, New York, New York; HNA GROUP has recently sought to sell its property located at 1180 Sixth Avenue, valued at $300 million; HNA GROUP has also undertaken to purchase property to engage in an office redevelopment in Brooklyn and a megatower at the Hudson Yards; HNA GROUP purchased a significant stake in U.S. based

Hilton Worldwide Holdings Inc; HNA GROUP is publicly listed as a major shareholder of

Deutsche Bank AG, an entity that maintains several offices and a significant presence in New

York; HNA GROUP purchased U.S. based electronics distributor Ingram Micro Inc. for $6 billion in 2016; HNA GROUP most recently sought to purchase New York based hedge fund

SkyBridge Capital LLC and Glencore’s petroleum product storage and logistics business; HNA

GROUP actively sought customers and business dealings in New York by holding numerous gala events at Lincoln Center and other New York locations to celebrate its own investments and purchases in New York, as well as the commencement of air service by Respondent HAINAN between New York and China, and has emphasized at these events its role in creating jobs in

New York and elsewhere in the US and in its purchase of American goods, real estate, U.S. based companies and services; HNA GROUP maintains a media relations team operating in

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New York; the HNA GROUP utilized the New York State Supreme Court, New York County to file a defamation lawsuit against an individual named Guo Wengui on August 30, 2017 for $300 million. The complaint specifically references that the HNA GROUP is registered to do business in New York along with “several subsidiaries”. In addition, in its Complaint Respondent HNA describes itself as the parent company of Respondent HAINAN.

7. At all times material hereto, Respondent HAINAN AIRLINES, was and is a foreign company organized under the laws of the People’s Republic of China and an alter-ego of the HNA GROUP is registered to do business in New York, has designated a registered agent at:

CT Corporation, 28 Liberty Street, New York, New York, 10005 and has engaged in substantial and meaningful business activities in the District including, but not limited to: conducting regularly scheduled flights in and out of New York’s John F. Kennedy Airport as well as a number of other US airports; operates a fleet of 186 Boeing built aircraft (manufactured and sold or leased to Respondents by Boeing, a US based company); in addition, in order to land and take off at JFK and to use Terminal 4 for embarking and disembarking passengers, HAINAN was necessarily required to sign landing and slot agreements with the New York Port Authority, as well as contracts for the catering of their planes, the hiring of personnel to conduct passenger operations, including service and bookings, repairs and servicing of aircraft, etc., as well as, obtain the necessary permissions from the relevant U.S. governmental authorities to operate their airplanes in New York and at other airports in the U.S. where they regularly conduct scheduled flights.

8. Respondent GRAND CHINA, was and is a foreign company organized under the laws of the People’s Republic of China and an alter-ego of the HNA GROUP is registered to do business in New York, has designated a registered agent at: CT Corporation, 28 Liberty Street,

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New York, New York, 10005, and has engaged in substantial and meaningful business activities in the District including, but not limited to: maintaining a fleet of at least 15 bulk carriers operating and calling at ports throughout the world (including New York). Respondent GRAND

CHINA is a wholly owned subsidiary of the HNA GROUP and advertised to be the logistics arm of the HNA GROUP conglomerate.

II. THE SUBSTANTIVE CLAIMS

9. MOUNDREAS (as shipbrokers) and JINHAI (as the shipyard) entered into a series of five (5) Commission Agreements which were concluded in respect of shipbuilding contracts.

10. During the performance of the Commission Agreements, JINHAI failed, neglected, and/or refused to comply with its obligations to pay the earned commissions.

11. Consistent with the parties’ contract, Petitioner commenced arbitration in London on each of the five (5) unpaid Commission Agreements relating to Hulls J0162, J0163, J0164,

J0165, and J0166. The arbitration references were eventually consolidated by agreement between the parties and accepted as such by the Arbitrator handling the matter, Lionel Persey

QC.

12. Both parties made submissions to the Arbitrator, which the Arbitrator considered.

13. On March 12, 2019, the Arbitrator issued his First Award in favor of

MOUNDREAS and against JINHAI for the commission due on Hull J0162 in the amount of

$501,300, plus interest at 4.75% per annum (compounded quarterly) from November 25, 2011 until the date of payment. The Arbitrator reserved decision on costs and fees. A copy of the

March 12, 2019 Arbitration Award is attached as Exhibit 1.

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14. On September 25, 2019, the Arbitrator issued his First Award in favor of

MOUNDREAS and against JINHAI for the commission due on Hulls J0163, J0164, J0165, and

J0166 in the amount of $1,780,000. The Arbitrator reserved decision on all questions of interest and costs. A copy of the September 25, 2019 Arbitration Award is attached as Exhibit 2.

III. RESPONDENTS’ CORPORATE IDENTITY

15. The business model of HNA, by and through their alter-ego shell and holding companies is to engage in beneficial transactions, breach unfavorable contracts when market conditions move against them, and to avoid creditors by moving assets away from indebted companies and into new companies within the web of corporate subsidiaries.

16. In furtherance of this scheme, HNA and its corporate officers and/or directors, regularly and repeatedly have caused the formation and incorporation of numerous corporate entities, many of which have been promoted to third parties world-wide as HNA and/or part of the “HNA Group of Companies.”

17. HNA has used its murky shareholdings and opaque ownership structure to its advantage to disburse, distribute, and re-allocate resources and assets within the group of companies without regard to corporate formalities and respect of the corporate form. In disclosures made by HNA in 2017, that despite being a multi-national conglomerate worth nearly

200 billion dollars and offices and assets across six (6) continents, it is ultimately dominated and controlled by a small group of shareholders, including founder Chen Feng. See, e.g, https://www.bloombergquint.com/quicktakes/understanding-how-china-s-hna-group-rose-and- fell-quicktake. Last accessed March 13, 2020.

18. JINHAI was repeatedly marketed as part of the HNA Group and its branding and corporate organization marketing materials made clear that HNA, HAINAN AIRLINES, and

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GRAND CHINA were the beneficial owners and decision-makers for JINHAI. See Exhibit 3,

Jinhai Marketing Powerpoint and Material.

19. In 2011, MOUNDREAS organized and brokered meetings in Greece between various shipowners and JINHAI in order to facilitate new business and potential shipbuilding contracts. In addition to representatives from JINHAI, the individuals who attended Athens for the meetings included Mr. Tan Xiangdong (Board Director of HAINAN AIRLINES / HNA), Mr.

Jia Hongxiang (Chairman of GRAND CHINA), Mr. Han Xu (GRAND CHINA Representative), and Ms. Hou Bo (Manager of International Department for HAINAN AIRLINES / HNA), Mr. Li

Lin (Consultant for HAINAN AIRLINES/HNA), Mr. Huang Erwei (Vice General Manager for

HNA Financing Company), as well as numerous representatives from China Development Bank.

A copy of the email showing the attendees is attached as Exhibit 4.

20. The purpose was calculated and effective; JINHAI was using the promise and backing of HNA, HAINAN AIRLINES, and GRAND CHINA and their corporate bank relationships/financing arrangements to secure business for JINHAI to build ships.

21. At that time, most of the dry-bulk vessels which were being built by JINHAI were designed for and delivered to GRAND CHINA and its nominal subsidiary single purpose alter- ego entities for on-sale to third parties. JINHAI was looking to expand its shipbuilding business and referred to, relied upon, and invoked the HNA / GRAND CHINA brand to induce such third- parties, including but not limited to Petitioner, to contract with JINHAI to build new vessels.

22. After JINHAI had breached the Commission Agreement(s) and unreasonably and improperly delayed in the commencement of building vessels ordered resulting in the delay in payment of the commissions indisputably due and owing to MOUNDREAS, JINHAI repeatedly held itself out to Petitioner as part and parcel of the HNA Group and made clear that financing,

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funding, and decision-making for performance under the contracts was being made by HNA and/or its holding company GRAND CHINA. See Email dated October 31, 2012 confirming that JINHAI was under the management and decision-making of HNA and GRAND CHINA attached hereto as Exhibit 5.

23. For example, in a November 27, 2012 letter, the CEO of JINHAI Mr. Guo Ke stated: “[T]he strategy of HNA Group is to develop Shipbuilding as the key segment within the group, especially shipbuilding is very international business which fits for the long term development plan of the Group. Therefore HNA Group will provide sufficient support to our shipyard whenever needed. With the support from both government and Group company, we are doing our utmost and have made good achievement both for new orderbook and deliveries.”

A copy of the letter is attached hereto as Exhibit 6 (emphasis added).

24. Shortly thereafter, a company within the HNA/GRAND CHINA group of companies issued a Commitment Letter confirming that the Vessels would be constructed and that “whenever the Builder is in the shortage of the capital, we agree to provide needed financial support to the Builder”, with the covering Email from JINHAI stating “…We have special attention and support from HNA Group and therefore HNA Capital segment will be responsible for providing financial support to our shipyard. Grand China Ship Leasing is one of the companies belonging to HNA Capital segment”. See Email and Commitment Letter from Grand

China Ship Leasing Co., Ltd. attached as Exhibit 7.

25. On or about December 13, 2012, JINHAI further represented that HNA’s financial institution, China Development Bank had approved a credit line of 100 billion RMB

(about 16 billion USD) to HNA Group, which would be shared by JINHAI. JINHAI further reiterated: “From our group point of view, Shipbuilding is the key segment for HNA Group and

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therefore we have the special attention from the group, which will provide sufficient capital to our shipyard whenever needed.” The email was sent by Li Xueli and came from an “hnair.com” email domain name. Li Xueli had signed the Commission Agreements and Shipbuilding contracts in question on behalf of JINHAI. A copy of the December 13, 2012 email is attached hereto as Exhibit 7.

26. JINHAI is merely a captive corporation through which its corporate parents,

HNA, HAINAN AIRLINES, and GRAND CHINA dominate and control its business activities and all decision-making as corporate alter-egos.

27. Notwithstanding their formal separate incorporation, the Respondents are in fact a single business enterprise pursuing functionally differentiated business objectives through nominally separate business structures but always subject to the command and control of HNA.

28. HNA is the overall Group Owner and Corporate Parent which has ultimate beneficial ownership of numerous companies, including but not limited to JINHAI, HAINAN

AIRLINES, and GRAND CHINA, through a web of direct and indirect shareholdings by and through other subsidiaries within the HNA Group of Companies.

29. HNA’s business includes the operation of seven (7) interrelated business groups:

Airlines; Airports; Finance; Logistics; Property; Retail; and Tourism.

30. The logistics business enterprises of HNA are under the command and control of its subsidiary, GRAND CHINA, which conducts its business through dozens of nominally separate subsidiary and affiliate companies it dominates and controls. GRAND CHINA is held out by Respondents as “one of the three pillar industries of the Hainan Airlines Group (HNA

Group).”

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31. As part of the Logistics business group, GRAND CHINA is the majority shareholder of JINHAI. The other shareholders of JINHAI include HAINAN AIRLINES and other nominally separate corporations which are directly and indirectly owned by HNA.

32. Though Respondents comprise nominally separate corporate business/legal entities, their ownership and control is so intertwined and fused that they are distinct from one another only as a matter of formality.

33. JINHAI is owned in its entirety and is under the same ultimate beneficial ownership, management and control as Respondents HNA, HAINAN AIRLINES, and GRAND

CHINA. See Declaration of PRC lawyer JiaJia Qiu of Rolmax Law Office at Exhibit 9.

34. The corporate shareholdings of JINHAI registered online with the National

Enterprise Credit Information Publicity System confirms that JINHAI has eight (8) listed shareholdings, the largest of which is GRAND CHINA. Id., at ¶¶ 6-7.

35. GRAND CHINA shares are, in turn, owned by HNA and HAINAN AIRLINES, both directly and indirectly through a series of other related companies. Id., at ¶¶ 8-10 and Annex

1 thereto.

36. The circular ownership shareholding structure of JINHAI within the HNA group of companies is reflected in the flow chart attached as Annex 2 to the Qiu declaration. There are approximately forty (40) companies within the HNA-GRAND CHINA-JINHAI web. Id., at ¶ 11 and Annex 2 thereto.

37. The complex and interconnected web of parents, subsidiaries, affiliated, and/or shell-corporations within the HNA – GRAND CHINA – JINHAI web of companies and their history of self-dealing with preferential pledge shares, loan guarantees, registry documents,

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securities, and cross-collateralization is further summarized in detail in the declaration of Ms.

Qiu. Id., at ¶¶ 12-14.

38. The PRC Courts have designated JINHAI as a related entity to HNA which is non-distinct for the purposes of commencing recognition and enforcement proceedings in China.

Id., at ¶¶ 15-19.

39. JINHAI publicly represents and holds itself out as a branch of HNA, HAINAN

AIRLINES, and GRAND CHINA. JINHAI publicly and privately represents that it is owned and backed up by HNA. See Exhibits 3 – 9.

40. Although nominally independent of the dominant holding companies of the group, the subsidiary company activities are closely shadowed, supervised and controlled by individuals who are the officers, directors, and employees of the dominant holding companies, i.e. Respondents HNA and GRAND CHINA. See Exhibit 9.

41. Respondents represent themselves as parts of a multi-billion dollar conglomerate business enterprise, however, in actual fact many of them, including JINHAI, are marginally capitalized relative to their contractual commitments. See Exhibits 5-7.

42. Respondent JINHAI has failed, neglected, and/or refused to pay the agreed commissions in relation to Hull J0162 (an amount which is uncontested and JINHAI admitted was due and owing during the arbitration proceedings), since November 2011 when the full amount became due and owing; and in relation to Hulls J0163-J0166, since December 2013 when JINHAI was in repudiatory breach. Respondents have failed, neglected, and/or refused to pay the Arbitration Awards for the unpaid Commission Agreements. See Exhibits 1-2.

43. Accordingly, it is clear that JINHAI lacks both economic independence and corporate autonomy in order to make its own financial decisions that affect its conduct of

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business. Instead, such decisions are being made for JINHAI by the holding companies that entirely dominate it, i.e. HNA, HAINAN AIRLINES, and GRAND CHINA.

44. JINHAI is entirely dependent on GRAND CHINA and HNA to allocate funds in order to meet their contractual obligations to Petitioner and others.

45. Respondents JINHAI, GRAND CHINA, and HNA have serially repudiated obligations to several other contractual partners, leaving large sums outstanding and unpaid, and unilaterally and prematurely terminating inter alia, shipbuilding contracts, commission agreements, charter party agreements, container lease agreements, contracts of affreightments, freight forwarding agreements, and similar other logistics-based contracts, all with substantially unexpired terms. See, e.g. Exhibit 10, press releases and new stories related to HNA and

GRAND CHINA litigation.

46. Though purporting to be companies separately maintained and operated from one another, in fact, the Respondents have their business and finances commingled and confused.

47. Respondents as a matter of routine practice in their business ventures contract as joint obligors. Respondents, as a matter of practice, pay off each other’s debts even though there is no contractual obligation whatsoever to do so and routinely guarantee the performance of each other’s obligations. See Exhibit 9.

48. Respondent companies share a common company logotype which prominently features the initials “HNA”; and in several instances e-mail addresses with the same domain name i.e. “hnair.com” and a common internet name server address i.e. “ns1.hnair.com” and

“ns2.hnair.com”. A number of the Internet registrations for the Respondent companies were set up by the same individuals within the organization. See attached hereto as Exhibit 11, copies of

JINHAI business cards with hnair.com email address domains.

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49. In addition, corporate office addresses overlap and are the same for JINHAI,

HNA, HAINAN AIRLINES, and GRAND CHINA. Id.

50. Furthermore, numerous individuals despite purportedly working for separate companies are all located at the same telephone number as HNA and HNA companies located at

Pufa Tower, +86 21 6175 [4 digit extension], including but not limited to: JINHAI Employees:

Aimee Lui, Li Xueli, Yang Xuefeng, Tang Jun, Wu Wen, Richard Dong, Zhang Ge, Xiao

Wengcong, Christina Gu, Michael Qi, Philip Dou; Jinhai Ship Trading Co. Ltd. Employees: Alex

Li and Howard Zhou (whose business cards also include HNA logo).

51. HNA regularly holds itself out in the public and is regularly identified as the owner and controlling interest of HAINAN AIRLINES (China’s fourth largest airline carrier).

See attached hereto as Exhibit 12, a copy of a February 29, 2020 article from the Financial

Times.

52. At all times material hereto, the structure of the Respondents and their affiliated companies was a complex intertwined web of parent and subsidiary companies over which HNA,

HAINAN AIRLINES, and GRAND CHINA exercised virtually absolute dominion and control over their alter egos, including JINHAI.

53. From discussions and exchanges held on numerous occasions between representatives of MOUNDREAS and JINHAI, over the course of the performance of the

Commission Agreements, it has become evident to Petitioner that the Respondents, in actual practice pursued business as a single business entity, confusing and commingling assets, officers, directors, and finances, holding themselves out to the public to be a single business and a

“Group,” guaranteeing the obligations of each other, and in every respect acting as an integrated single business enterprise.

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54. HNA, HAINAN AIRLINES, GRAND CHINA, and JINHAI have used and are continuing to use their purported separate incorporation abusively, to wit: to engage in fraudulent trading practices and avoid paying agreed and accrued commission to Petitioner. Respondents have contracted obligations, intending to reap the benefits but pay none of the costs and are accordingly, using the corporate form abusively – i.e. to perpetrate fraud and commit other injustice.

55. It would be, accordingly, fair and equitable to pierce (or reversely pierce) the corporate veil of JINHAI, HNA, HAINAN AIRLINES, and GRAND CHINA in order to reach the economic value of assets said Respondents have compartmentalized in separate corporate pockets, to the detriment of Petitioner.

COUNT I

AS AND FOR A CAUSE OF ACTION FOR RECOGNITION AND ENFORCEMENT OF THE ARBITRATION AWARDS UNDER THE NEW YORK CONVENTION

56. Petitioner repeats and realleges the foregoing allegations as if set forth in full herein.

57. MOUNDREAS hereby petitions this Court pursuant to the Federal Arbitration

Act, 9 U.S.C. § 1 et seq., and the Convention on the Recognition and Enforcement of Foreign

Arbitral Awards, 9 U.S.C. § 201 et. seq. (the “New York Convention”), for an order confirming the two Awards in favor of MOUNDREAS and against Respondents.

58. The United States of America, the People’s Republic of China, and the United

Kingdom (i.e. the country in which the Award was rendered), are signatories of the New York

Convention.

59. Jurisdiction is proper in this Court pursuant to 9 U.S.C. § 203.

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60. Venue is proper in this Court pursuant to 9 U.S.C. § 204.

61. The March 12, 2019 Arbitration Award and September 25, 2019 Arbitration

Award are final, and no further appeal can be taken. Petitioner respectfully submits that no grounds exist for refusal or deferral of recognition or enforcement of the Award against the

Respondents under the New York Convention.

62. Interest, costs and attorneys’ fees are routinely awarded to the prevailing party under English Law. Section 63 of the English Arbitration Act of 1996 specifically allows for recovery of these items as part of an award in favor of the prevailing party. Petitioner hereby reserves the right to further petition this Court to confirm any further award of interest or costs which may be rendered in respect of this matter.

COUNT II

AS AND FOR A CAUSE OF ACTION FOR RECOGNITION AND ENFORCEMENT OF THE ARBITRATION AWARDS AGAINST ALL RESPONDENTS UNDER THE ALTER-EGO AND CORPORATE VEIL PIERCING DOCTRINE

63. Petitioner repeats and realleges the foregoing allegations as if set forth in full herein.

64. The New York Convention and FAA permit the recognition and enforcement of a foreign arbitral award in the United States against an award-debtor’s alter egos.

65. As alleged above, Respondents HNA, HAINAN AIRLINES, and GRAND

CHINA, having operated, at all relevant times, as a single enterprise, and dominating and controlling JINHAI, are liable to satisfy the arbitral Awards as the alter-egos of JINHAI.

66. Petitioner is entitled to pierce the corporate veil of Respondents and is entitled to an Order recognizing and enforcing the Arbitration Awards against all Respondents as the alter-

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egos of JINHAI.

WHEREFORE PREMISES CONSIDERED, Petitioner prays as follows:

A. That the March 12, 2019 and September 25, 2019 Arbitration Awards be recognized, and that Judgment be entered against the Respondents, jointly and severally, and in favor of Petitioner in the respective amounts of $501,300 (plus interest as per the March 12,

2019 Award) and $1,780,000;

B. That the Court grant such other and further relief as it deems, just, equitable and proper.

Dated: June 30, 2020 Respectfully submitted, Oyster Bay, New York Attorneys for Petitioner GEORGE MOUNDREAS & CO SA

By: /s/ Michael G. Chalos CHALOS & CO, P.C. Michael G. Chalos (MC-3939) Briton P. Sparkman (BS-5220) 55 Hamilton Avenue Oyster Bay, New York 11771 Tel: (516) 714-4300 Fax: (516) 750-9051 Email: [email protected] [email protected]