Members of the family that owns the iconic Pennsylvania Macaroni Co. in the Strip District are not seeing eye to eye these days on strategic decisions guiding the business started more than a century ago.
And that has prompted two of them to go to court to dissolve the company in an effort to break the deadlock. But fret not lovers of the famous store on Penn Avenue stuffed with cheeses, salamis, pepperonis, and Italian groceries. The store will be sticking around, promised one of the petitioners.
“Pennsylvania Macaroni is not going anywhere,” stressed David Sunseri, president and managing partner.
Mr. Sunseri and his brother, Richard, filed an application and petition in Allegheny County Common Pleas Court on Tuesday to bring about a “fair and equitable dissolution of the corporation and distribution of Penn Mac’s assets.”
“Intervention by the court is necessary to resolve the management stalemate. Otherwise, Penn Mac’s board will continue to be deadlocked, and the shareholders will continue to be unable to break the deadlock. Irreparable injury to the corporation will necessarily result,” the filing said.
However, another brother at the center of the dispute said the petition came as news to him, adding he and his sister were only interested in expanding the business.
According to the petition, the stalemates are the result of the way the company is structured. David and Richard Sunseri hold 50% of the shares and two board of director seats, while their siblings, William Sunseri and Judy Como, hold 50% and two seats.
The 2018 death of brother Robert, a shareholder and director, resulted in the current set-up and “created the circumstances” that led to the management deadlock, the petition stated.
“Because of irreconcilable differences in the goals and objectives of David and Richard Sunseri on the one hand, and William Sunseri, and Judy Como on the other, since the death of Robert A. Sunseri in 2018 there has been and continues to be a stalemate among the four directors on Penn Mac’s board, which has produced a deadlock in the direction and the management of the business and affairs of Penn Mac,” it added.
According to the petition, David and Richard have managed the store since 2000, while David has handled the company’s numerous real estate holdings in the Strip and elsewhere.
William and Robert handled the company’s food distribution business for 18 years until it was sold to Bellissimo Distribution LLC in 2018.
For the past two years, David and Richard have been employed by and actively managing Penn Mac, while William and Judy have neither been employed nor involved in management, the court filing stated.
“Given this dichotomy, the goals and interests of Richard and David Sunseri diverge markedly from the interests of William Sunseri and Judy Como,” it continued.
“Developments since 2018 have resulted in a management deadlock. In addition, acrimony has developed between the siblings. As a consequence, effective board action has been stalemated, and the shareholders are unable to break the deadlock.”
The deadlock, the petition stated, has prevented the board from taking action on matters like whether and when to distribute profits, how to allocate profit-sharing benefits, salary adjustments for David and Richard in their management roles, health insurance options, working capital requirements, and other issues involving Penn Mac management and operations.
In an interview Wednesday, David said he and his brother Richard are still hoping to resolve the situation amicably.
“Four people own the company. Two don’t get along with the other two. We’re trying to figure out how to make everyone happy,” he said.
The goal is to “separate the real estate from the business. That’s basically what we’re trying to do,” he said.
“We’re taking it out of the company name and putting it into personal ownership. We’re not trying to sell anything.”
Since 2019, according to the petition, David and Richard have advanced multiple proposals for the dissolution of the corporation and equitable distribution of assets, including the store and real estate.
“Thus far, none of these proposals have provoked any productive response from William Sunseri or Judy Como,” it stated.
William Sunseri said Wednesday that he and his sister were surprised to learn of the petition.
“It’s disheartening that this gets laid upon us right before Christmas. We thought everything was fine,” he said.
William maintained that one of the issues that led to deadlocks is that “there’s never been any positive growth proposals put forth to the board of directors to vote on. It’s just been the status quo for the last three years.”
He said he and his sister want a bigger say in the retail store — a Strip landmark that has been around since 1902. He claimed that both have been shut out of that end of the operation.
“We have a very lucrative business I’m not allowed to be involved in because of this deadlock,” he said.
“We are equal partners so there’s no reason why we couldn’t use everyone’s ability. I was told I’m not welcome to work there.”
William said he would like to open Penn Mac stores in other parts of the county and the region. He vowed that he and his sister would fight the petition to dissolve the company.
“My sister and I want to be part of it and there’s no reason we shouldn’t be allowed. We want to grow it. We want to grow it into multiple units,” he said.
Mark Belko: mbelko@post-gazette.com or 412-263-1262.
First Published: December 17, 2020, 10:30 a.m.
Updated: December 17, 2020, 10:58 a.m.
