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expeditiously a cash tender offer by petitioner to redeem its
shares at $23 per share. The Dissident Group subsequently
delivered written consents to petitioner's management,
purportedly representing the consents of shareholders holding a
majority of petitioner's shares, authorizing the removal of the
incumbent directors and election of the Dissident Group nominees
in their place.
On September 15, 1982, petitioner and Smith commenced an
action against the members of the Jacobs Group in the District
Court challenging the legality of the solicitation of consents
and seeking to prevent the redemption process. On October 13,
1982, the District Court held that the Dissident Group's
solicitation materials violated certain provisions of the Federal
securities laws, that the written consents obtained by the
Dissident Group and delivered to petitioner's management were of
no legal effect, and that the incumbent directors on the Board
remained petitioner's duly constituted directors. See
Pabst Brewing Co. v. Jacobs, 549 F. Supp. 1068 (D. Del. 1982),
affd. without published opinion 707 F.2d 1392, 1394 (3d Cir.
1982).
On October 27, 1982, JMSL commenced a second tender offer
(Second JMSL Offer) pursuant to which JMSL sought to purchase up
to 3 million shares of petitioner's stock for $24 per share in
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