ML20112D633
| ML20112D633 | |
| Person / Time | |
|---|---|
| Site: | Shoreham File:Long Island Lighting Company icon.png |
| Issue date: | 08/03/1984 |
| From: | SECURITIES & EXCHANGE COMMISSION |
| To: | |
| References | |
| I-SC-LP-025, I-SC-LP-25, OL-4, NUDOCS 8501140409 | |
| Download: ML20112D633 (17) | |
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CONFORMED COPY I
SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
20549 FORM 8-K.
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report:
February 21, 1984 e
i LONG ISLAND LIGHTING COMPANY (Exact name of registrant as specified in charter)
New York 1-3571 11 - 1019782 (State of Incorporation)
(Commission File No.)
(I.R.S. Employer Identification No.)
250 Old Country Road, Mineola, New York 11501 516-228-2150 (Address and telephone number of Principal Executive Offices)
e Item 1.
Changes in Control of Registrant Not applicable.
Item 2.
Acquisition or Disposition of Assets Not applicable.
Item 3.
Bankruptcy or Receivership Not applicable.
Item 4 Changes in Registrant's Certifying Accountant Not applicable.
Item 5.
Other Events a.
New Chairman of the Company The newly elected Chairman of the Company's Board of Directors and Chief Executive Officer William J. Catacosinos outlined his plans for the Company at a press conference held 'cn1 Long Island on February 8, 1984.
A press release setting forth the principal features of the Company's program is annexed to this Form 8-K as an Exhibit.
Dr. Catacosinos, a member of the Board of Directors since 1978, was elected to succeed Charles R.
Pierce on January 30, 1984 Mr. Pierce will continue to serve the Company as a consultant.
b.
The Company's 1984 Financing Plan The Company's present 1984 financing plan calls for the sale of_an aggregate of approximately S700 million of debt and equity securities.
The Company had on hand as of February 20, 1984 cash and short-term investments of approximately $214 cillion.
The S214 million on hand includes gross cash proceeds of S52.5 million from the direct sale of 5,000,000 shares of Common Stock in January 1984 and approximately $10.4 million in proceeds from the sale of Common Stock through the Company's Automatic Dividend Reinvestment Plan in February 1984.
Given the various adverse factors now impacting the Company, no assurances can be given regarding the Company's ability to raise sufficient funds in 1984 and in future years in order to meet its construction and other capital requirements and operational needs. - To the extent the Company is unable to raise such funds in 1984 or in subsequent years, the Company's initial response would be to reduce the level of its capital'and operating expenditures.
In this connection, to conserve cash, the Company has announced that it would reduce its non-fuel related operations and maintenance expenditures, estimated at approximately $250 million in 1984, by $100 million without significantly affecting customer service and that it has suspended construction payments for its share of Nine Mile Point 5
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For additional information relating to this suspension of payments,.see Item 5f below.
In addition, the absence of favorable developments in the near future could affect the level or continuation of dividends on the Common Stock.
The Company can give no assurance that such measures will be sufficient in the circumstances, nor can it now predict what other measures it might take.
After giving effect to the suspension of payments for Nine Mile Point 2 but before giving effect to the proposed austerity program, to additional financing, to any change in dividend policy, or to other cash conservation measures, the Co=pany estimates that the $214 million in cash and short-term investments on hand as of February 2, 1984 is sufficient to 1
continue the Company's operations only into early summer of 1984 c.
Shoreham Nuclea'r Power Station The Public Service Commission of the State of New York (PSC) is currently investigating the prudency of the costs incurred.by the Company in the construction of the Shoreham Nuclear Power Station.
Hearings with respect to filed testimony are expected to begin in May 1984 before an Administrative Law
- Judge, i
The Staff of the PSC filed its testimony respecting the prudency of the Shoreham expenditures on February 10, 1984.
Based upon S3.846 billion assumed by the Company in its pending i
electric rate case to be the cost of Shoreham if it becomes operational in January 1985, the PSC Staff testimony would allow no more than $2.296 billion of the Shoreham cost in rate base.
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The Staff would exclude $104.8 million of engineering costs as
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~'N S295.8 million of construction labor costs as excessive, S610.3\\attributabletoavoidablescheduleceiays,LEhbCO unreasonable, s
l S539.2 cillion attributable to the emergency diesel generator problems and all costs in excess of S3.846 billion if operation I
of Shoreham is delayed beyond January 1985.
The New York State Consumer Protection Board, Suffolk County, and Long Island rudency three of the intervenors in the p'a strong Citizens in Action, investigation, in their filed testimony allege that presumption is raised that any expenditures on Shoreham in excess of S1.9 billion through 1983 are the result of imprudence."
The Company could be required under certain I
circumstances to write down the value of its assets in the event the PSC disallows a portion of the Shoreham costs from the Company's rate base.
The Company is evaluating the impact which any disallowance of the Shoreham costs will have on the Company's financial condition and operating results.
The
' Company cannot now determine the amount, if any, of such
3 write-down.
The effect, dependent upon many factors, could be substantial.
.The Company believes that its direct testimony, filed in 1981 and supplemented in 1983, together with its rebuttal testimony to be filed in April 1984, supports its view that the costs of Shoreham have been prudently incurred.
In this connection, on February 8, 1984, the Com proceeding a report by Arthur D. Little,pany filed in this Inc. containing findings based on its independent assessment of the Company's management of Shoreham.
The review by Arthur D. Little, Inc.
was based on the same information contained in documents which the Company has produced in discovery proceedings brought by the PSC over the course of its investigation of the prudency of the management of Shoreham, as well as information provided by the Company.to the PSC, its consultants and other interested parties in a series of interviews held by them with the ranagement of the Company'that LILCO's decisions and related management and its contractors.
Arthur D. Little, Inc.
concluded processes were prudent under the circumstances that prevailed at that time."
Notwithstanding the Company's belief that all of the costs of Shoreham were prudently incurred, the Company's Chairman has indicated that, as part of a proposal that would ameliorate the impact of including all of the Shoreham costs in its rate base, the Company might be willing to absorb $500 million of Shoreham's cost in return for some help from Suffolk County or New York State in bringing the unit into operation.
The Company had expended approximately $3.2 billion on the Shoreham unit as of December 31, 1983.
The Company expects
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that gross expenditures for Shoreham will be approximately $634 million in 1984 Additional delays beyond 1984 are estimated to cost an additional S40 to S50 million each month, almost wholly for carrying charges, including insurance, taxes and overhead expenses, depending upon, among other factors, the outcome of the company's pending application for rate relief.
Based upon a fuel loadine date of Octnbar 1 1984 and a commercial operation date of July 1, 1985, the cost of Shoreham is estimated at $4.1 billion.
Because of the continuing difficulties in obtaining an operating license for Shoreham, the crospect exists for further delays and uncertainties, furth2r increases in its costs and for severe financial strains for the Company.
Some members of a commission appointed by New York Governor ~Mario Cuomo to study the energy, economic and safety issues relating to the operation of Shoreham and, according to so=e newspaper reports, various government officials have suggested that Shoreham be totally abandoned or indefinitely mothballed.
In his press conference on February 8, 1984, the Company's Chairman stated that, among other options under W w -- wymw-N"
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4 consideration by the Company to reduce its cash requirements, was the abandonment of Shoreham.
Any such outcome would have a serious adverse financial impact on the Company and, unless the PSC grants to the Company prompt and adequate rate increases, would j eopardize the continued financial viability of the Company.
The Company has notified the Nuclear Regulatory Com=ission of problems that occurred during testing earlier this month with the turbochargers associated with the three rebuilt emergency diesel generators at Shoreham.
When functioning normally, turbochargers provide a power " boost" to the engines i
by pressurizing the flow of air into the diesels.
The turbochargers which sustained bearing damage have been repaired, reassembled and returned to testing on two of the engines.
The third engine, which has completed its high-load test program including a seven-day endurance run, has been disassembled for an inspection of its major components and appropriate maintenance as required.
Inspection of the new crankshaft and pistons indicate no sign of failure.
Design analysis is still in process.
However, the inspection has disclosed cracks in the area of the cylinder block and in certain connecting rod bushings of this third engine.
A detailed engineering review and analysis is being conducted to determine the cause and significance of this problem.
Inspection of the other two engines did not reveal similar i
cracking.
These developments have not caused and are not expected to cause an extensive delay in the testing program and the Company continues to believe that the design review and diesel generator testing program begun late in 1983 will be completed in the spring of 1984 at the earliest.
When the tests on the emergency diesel generators have been satisfactorily completed, the plant will be physically ready for fuel loading.
Fuel loading, however, is dependent upon a favorable resolution by an i
Atomic Safety and Licensing Board (ASLB) of issues involving the adequacy of the three diesel generators.
Although it is the Company's belief that fuel loading could take place at the earliest in the fall of 1984, the Company cannot predict when the hearings will begin or when they will be completed.
A schedule for the commencement of these hearings may be set following a pre-hearing conference on February 22, 1984.
The Company is also proceeding with the installation of three additional emergency diesel generators which have been ordered from another manufacturer.
These new additional emergency diesel generators are scheduled to be installed in a new specially constructed building and tested by August 1985, at l
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5 an aggregate cost of approximately S91 million, almost all of which will have been expended before the end of 1984 There is a possibility that.the rebuilt diesel generators may be licensed only for interim use.
If the new emergency diesel generators are needed to replace the existing diesel generators, the approval of an ASLB respecting their use may be required.
Furthermore, if the new emergency diesel generators are needed to replace the. existing diesel generators as a precondition for fuel loading, the Company may be unable to obtain the necessary financing or adequate rates to meet its cash requirements pending the completion, installation and testing of the new generators.
On February 15, 1984, Governor Cuomo of New York announced a multi-faceted statewide energy program.
Although details of proposed legislation dealing with all aspects of the program I
were not immediately available, the energy program is intended, among other things, to develop short-term, intermediate and
~
long-term actions to mitigate the economic impact of Shoreham -
upon ratepayers and the economy of Long Island.
d.
Litigation In mid-February 1984, Wilfred O. Uhl, the Company's President, Charles R. Pierce, the Company's former Chairman and Chief Executive Officer, and the Company, were served with complaints in two separate actions, each brought in the United States District Court for the Eastern District of New York.
In the 'irst of these actions, the plaintiff, Richard Weiland, alleges violations of Sections 10(b) and 20 of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.
In the second action, the plaintiff, Ira Joel Cohen, alleges violations of Section 11 of the Securities Act of 1933 and of i
Sections 10(b) and 20 of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.
Both actions have been 3
brought as class actions.
Also in mid-February 1984, Eva Mumken commenced an action against the Company, Messrs. Pierce and Uhl, Thomas H.
O'Brien, the Company's Senior Vice President-Finance, Michael Czu=ak, its Controller and Edward Eacker, its Treasurer.
The lawsuit was brought in the United States District Court for the Eastern District of New York as a class action.
Also named as
' defendants are Blyth Eastman Paine Webber Incorporated, Prudential Bache Securities, Inc., E.F. Hutton & Company Inc.,
Lehman Brothers Kuhn Loeb Incorporated, Philbro-Salomon Brothers Inc. and Price Waterhouse & Co.
Price Waterhouse serves as independent auditor for the Co=pany.
The other defendants or, in certain instances, their predecessors, served as underwriters in various offerings of the Company's Common Stock.
Plaintiff
6 Mu= ken alleges violations of Sections 11 and 12 of the Securities Act of 1933 and of Section 10(b) of the Securities Act of 1934 and Rule 10b-5 promulgated thereunder.
The plaintiffs in the three actions are Common Stock holders of the Company.
In general, in their respective complaints, Weiland, Cohen and Mumken allege that over the years in which each owned the Company's Common Stock, one or more cf the defendants, either individually or in ccncert, failed to make adequate disclosures respecting the cost of Shoreham and the management of the construction of the unit.
The allegations of mismanagement are alleged to be based either upon reports appearing in newspapers or statements appearing in the testimony of the PSC filed in the prudency inv2stigation discussed above.
The plaintiffs, in their respective lawsuits, seek damages to be proved in the litigation.
The Company will oppose the litigation.
e.
Shoreham Real Property Taxes On February 1, 1984, the Receiver of Taxes of the Town of Brookhaven, and, on February 2, 1984, the Attorney General of the State of New York, commenced separate actions against the Company in New York State Supreme Court, Suffolk County, by service of summons and complaints, respecting the Shoreham taxes, payment of which the Company has deferred.
The Company has escrowed funds covering the imposed taxes and related charges.
(See the Company s Current Report on Form 8-K dated January 10, 1984.)
The Town of Brookhaven seeks a judgment for the amount of the unpaid taxes, together with interest and penalties, and the Attorney General seeks an order sequestering funds in an amount necessary to assure payment of the taxes, interest and penaltics.
Neither plaintiff seeks'any immediate relief.
j In addition to the steps taken by the Town of l
Brookhaven and the Attorney General, several legislative L
measures responsive to the Company's deferral of taxes have been introduced in the New York State Senate and Assembly.
If these l
measures became law and were held to be valid despite litigation which the Company would undertake, they would compel the PSC to cancel the Company's franchises, place the Company in receivership, permit the Company's customers to withhold payment of their bills for electric and gas service and permit the
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Suffolk County Treasurer to apply to a court to attach the property of the Company for the purpose of collecting the unpaid taxes.
The Company believes that such measures, if they became i
law, would be invalid.
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7 f.
Nine Mile Point 2 On February 9,1984, the Company suspended periodic payments for construction of its 18% share of Nine Mile Point 2, a nuclear generating unit under construction near Oswego, New York by Niagara Mohawk Power Corporation as agent for the co-owners.
The co-owners of Nine Mile Point 2, in addition to the Company and Niagara Mohawk, are New York State Electric &
Gas Corporation (NYSEG), Rochester Gas & Electric Corporation (RG&E) and Central Hudson Gas & Electric Corporation.
The Company has also announced that it had initiated discussions with the other co-owners respecting the Company's continued participation in the Unit.
Central Hudson has disclosed that it has co=menced discussions with Niagara Mohawk, NYSEG and RG&E as to appropriate courses of action with a view toward completion of Nine Mile Point 2 consistent with its present schedule.
Central Hudson has also stated that if an arrangement cannot be agreed upon, Nine Mile Point 2 may have to be abandoned.
Niagara Mohawk has notified the Company that it considers the Company to be in default of its obligations to the other co-owners and has demanded payment.
Niagara Mohawk has also advised the Company that it may institute litigation against the Company and that such litigation could result in encumbering, diminishing or eliminating the Company's interest in Nine Mile Point 2.
The outcome of the Company's suspension of construction payments cannot now be predicted.
Niagara Mohawk is currently reviewing the costs and schedule for Nine Mile Point 2, last estimated to be $4.2 billion with co=mercial operation in late 1986.
This estimate assumed direct construction expenditures of $418 million in 1984 However, the Company has been advised by Niagara Mohawk that such construction expenditures in 1984 are now expected to reach S615 million.
The Company's share of the total estimated I
construction expenditures in 1984 is approximately $114 million, of which approximately S11.5 million had been paid prior to the decision to suspend payments.
The Company's 1984 financing costs for Nine Mile Point 2 are estimated at approximately S63 million.
The Company had expended approximately S570 million for Nine Mile Point 2 through December 31, 1983, consisting of S348.5 million for direct construction costs, S7.2 million for nuclear fuel for the unit and S214.3 million of financing Costs.
The energy program announced by the New York Governor on February 15, 1984 would include actions to limit the Company's investment in Nine Mile Point 2, the development of options for the co-owners to assume the Company's share of Nine Mile Point 2, involvement of the New York Power Authority in the unit and a phase-in of the costs of the facility.
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g.
Dividend Litication A New York State Supreme Court Justice in Albany County, New York has dismissed a lawsuit brought as a class action by a business association and several commercial and residential ratepayers against the Company and several co==issioners of the PSC.
The plaintiffs had sought to prohibit the Company from declaring or paying dividends on its common or preferred stock and to suspend the interin electric rate increase granted by the PSC in September 1983.
This decision is subject to appeal.
h.
Ratinzs of the Company's Securities Following the Company's announcement in late December 1983 that the absence of favorable developments in the near future could affect the level or continuation of subsequent dividends on the Company's Common Stock, Moody's Investor Service, Inc. (Moody's) in January 1984 lowered its ratings on all of the Company's securities except the Preferred Stock whic'h remained as "ba3."
In Moody's view, since December 1983, when it reduced the ratings on all of the Company's fixed income securities, the Company's prospects for continued financial flexibility and for resolution of the Shoreham emergency response plan impasse have worsened.
However, in January 1984, Standard & Poor's Corporation (S&P) removed the Company's securities from its "CreditWatch."
In February 1984, Duff &
Phelps (D&P) reduced its ratings on the Company's First Mortgage Bonds.
The current ratings of the Company's principal securities and its co=mercial paper by Moody's, Fitch Investor's Service, Inc., (Fitch), S&P and DEP, are as follows:
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9 Moody's Fitch S&P D&P First Mortgage Bonds
- Ba2 BBB BB+
11 General & Refunding Bonds
- Ba3 BBB-BB 12 Pollution Control Revenue Bonds (unsecured)
Ba3 BB Preferred Stock ***
"ba3" BB+
BB-13 Co=mercial Paper Not Prime F-3 Fitch is the only rating agency which still considers the First Mortgage Bonds and General and Refunding Bonds as investment grade securities.
Not Rated
- The Company's Preferred Stock is no longer considered investment grade by any of the four rating agencies, i.
Appointment of Successor Trustee Under First Mortgage The Company has appointed J. Henry Schroder Bank &
Trust Cocpany as Successor Trustee under the Company's Indenture of Mortgage and Deed of Trust (the First Mortgage), effective as of the close of business on February 29, 1984 The resignation of Citibank, N.A. as Trustee was disclosed in the Company's Current Report on Form 8-K dated December 23, 1983, as amended by Amendment No. 1 thereto on Form 8.
Under the provisions of the First Mortgage, the appointment of J. Henry Schroder Bank &
Trust Company is subject to the right of the holders of a caj ority in principal amount of the First Mortgage Bonds then outstanding to appoint a successor trustee and to give notice thereof within one year of the first publication of a notice respecting the appointment of the successor trustee.
Such notice was published on February 8, 1984 Itec 6.
Resignations of Registrant's Directors Not applicable.
Item 7.
Financial Statements, Pro Forma Financial Information, and Exhibits Exhibit 28 - Corporate news release dated February 8, 1984 o
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10 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
LONG ISLAND LIGHTING COMPANY Registrant Thomas H.
O'Brien By THOMAS H. O'BRIEN Senior Vice President Dated:
February 21, 1984 3
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CONTACTS: Ira L.
Freilicher, V.P.
Lilco 516/228-2027 A.
F.
Long, Pres.
D.
F.
King & Co.,
Inc. 212/269-5550 J.
W.
- Cornwell, E.V.P.
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D.
F.
King & Co., Inc. 212/269-555C W.
C. Neilson, S.V.P.
D.
F.
King & Co.,
Inc. 212/269-555C S.
L. Nahum, A.V.P.
D.
F.
King & Co.,
Inc. 212/269-555C FOR I.v_v.IDI ATE RELEASE MINEOLA, NEW YORK, February 8, 1984 William J. Catacosin,os, recently elected Chairman and Chief Executive Officer of the Long Island Lighting Company, at a press conference today reviewed the problems presently facing the Company and outlined the following 5-step program for the future of Lilco:
1.
"We are carefully evaluating our operations to determine what additional cost reduction measures we can take to lower i
l our cash requirements with minimal impact on the services we l
provide to our consumers.
This will mean hard decisions not t
faced in the past.
This will mean hardship, and personal and financial sacrifices among all of us at Long Island Lighting Company including our' management, our employees and our shareholders, but these decisions that we have to make will be necessary in order that we continue as a viable entity.
l Page 1 of 3 l
0 The Long Island Lighting Company 2,
2.
"We are examining our ability to continue to fund the construction payments for the Nine Mile II nuclear project.
3.
"An evaluation of our Company's ability to continue its cash dividend policy is also underway, and recommendations will be made to our Board cf Directors at the appropriate time.
4.
"Since members of our senior management group will be retiring in the near future, we are acting to reorganize and revitalize our Company's leadership and direction in order to take into account the changing nature of our business.
I believe it is essential to place strong emphasis on our nuclear operations as well as to recognize the importance of our gas system.
5.
"We will actively seek rate abatement.
Studies are underway to determine means to phase in the Shoreham costs over a period of time with minimum financial impact on our consumers."
.Dr.
Catacosinos stated:
"We need and ask for the help of our Governor, our County Executives, financial institutions, the consurers and the support of our shareholders.
Above all, we must have the continued dedication of the thousands of Lilco employees who have provided outstanding service to the community for the past 70 or more years.
Page 2 of 3
The Long Island Lighting Company 3.
"on behalf of the Board of Directors, management and the dedicated employees of the Company, we look to the future.
No doubt we have all learned from the experiences of the past.
However, for the resolution of the remaining Shoreham problems and the continued viability of Lilco, I pledge that our energies and attention will be directed to the future and the accomplishment of these goals.
I believe we can and shall succeed.
That is why I am here."
Dr. Catacosinos said that Lehman Brothers, investment bankers highly regarded for their experience and capability in the public utility field, will assist Lilco in many of its studies and in the program outlined.
In addition, D.
F.
King & Co.,
Inc., a well-known consulting and communications firm, will assist Lilco in its corporate and financial public relations with respect to the community and the shareholders.
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CATACOSIN35 William J. Catacosinos was elected Chairman and Chief Executive Of ficer of LILCO by the Company's Board of Directors on January 30, 1964.
Catacosinos, 53, has been a member of LILCO's Board since February 1978.
From August 1969 to November 1983, Catacosinos was Chairman and Chief Executive Of ficer of Applied Digital Data Systems, Inc. of Hauppauge, Long Island, a company he founded.
In 1980, the NCR Corporntion of Dayton, Ohic bcug'.a t this manufactur ng company of terminals and computers for 560.5 million.
Dr. Catacosinos was a f ounder of Corometries Medical Syste'ms,
Inc., a Connecticut-based electronics firm which pioneered the manufacture of fetal heart monitoring equipment.
I n 19 */ 4,
American Home Products acquired the company for S20 millicn.
At Brookhaven National Laboratory, Dr. Catacosinos worked consecutively as administrative officer, business manager and Assistant Director of Business Administration from 1956 to 1969.
Dr. Catacosinos has been a management consultant to the Atomic Energy Commission, the United States Congress and the government of Greece.
As Adjunct Professor at the NYU Graduate School of Business, Dr. Catacosinos taught " Management Practices" and " Management of Technical Operations".
He earned his B.S.,
i M.B.A.
and Ph.D. from NYU.
As a Naval Officer from 1952 to 1956, Dr. Catacosinos's responsibilities included supervising construction of Super Aircraft Carriers at the New York Naval Shipyard in Brooklyn.
He currently serves as a Director of the Stony Brook l
Foundation, a fund-raising group.
He is also a trustee of the l
l Polytechnic Institute of New York.
l William J.
Cataccsinos and his wife, Florence, live in the village of Mill Neck, Long Island.
They have two sons, William and James.
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