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MCENANY v. AMERICAN CAR & FOUNDRY CO.

DISTRICT COURT, E.D. PENNSYLVANIA


July 25, 1944

McENANY
v.
AMERICAN CAR & FOUNDRY CO. et al.

The opinion of the court was delivered by: KALODNER

KALODNER, District Judge.

This is an application for a preliminary injunction restraining the Brill Corporation, one of the defendants above named, from holding a special meeting of its stockholders fixed for July 26, 1944, and further to restrain the Brill Corporation and the American Car and Foundry Motors Company from completing a contemplated merger until after the trial of the issues raised by a Bill in Equity filed January 25, 1943. Upon consideration of the pleadings, testimony and the arguments of counsel I make the following:

Findings of Fact

 1. Plaintiff, Elwood P. McEnany, a New York citizen, owns 200 shares of the Class "A" stock of The Brill Corporation.

 2. Kate L. German, intervening plaintiff, is the owner of 18 shares of the Preferred stock of The Brill Corporation.

 3. Intervening plaintiff J. K. Ruckdeschel owns 392 Preferred shares, 85 Class "A" shares and 22 Class "B" shares.

 4. Intervening plaintiff A. B. Ruckdeschel owns 528 1/3 Preferred shares, 5 Class "A" shares and 148 Class "B" shares.

 5. Stockholders represented by Thomas C. Egan, Esq., own 400 Preferred shares.

 6. The plaintiff McEnany and intervening plaintiff, German alone ask for the preliminary injunction here sought. Together they own 18 shares of Preferred and 200 shares of Class "A" stock. The other stockholders, together owning 1318 1/3 shares of Preferred, 90 shares of Class "A," and 170 shares of Class "B," stated of record that they do not desire a preliminary injunction.

 7. The plaintiff McEnany and intervening plaintiff German praying for a preliminary injunction have been stockholders of record in The Brill Corporation from 1926 to date.

 8. The matter in controversy exceeds in amount $3,000, and is between citizens of different states.

 9. The defendants in this action are: American Car and Foundry Company, hereinafter called "Foundry Company," a corporation duly incorporated under the laws of the State of New Jersey; American Car and Foundry Investment Corporation, hereinafter called "Investment Company," a corporation duly incorporated under the laws of the State of Delaware (not served and not before the Court); The Brill Corporation, hereinafter called "Holding Corporation," a corporation duly incorporated under the laws of the State of Delaware; The J.C. Brill Company, hereinafter called "Brill Company," a corporation duly incorporated under the laws of the Commonwealth of Pennsylvania; American Car and Foundry Motors Company, hereinafter called "Motors Company," a corporation duly incorporated under the laws of the State of Delaware. 10. The capital stock of Brill Company consists of the following: Kind of Stock Par Authorized Issued Preferred 100 50,000 45,800 Common 100 50,000 48,102

19440725

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