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LOWRY v. GENERAL WATERWORKS CORPORATION. (01/02/62)

January 2, 1962

LOWRY, APPELLANT,
v.
GENERAL WATERWORKS CORPORATION.



Appeals, Nos. 491, 492, 493, 494, 495, 496 and 497, Jan. T., 1961, from judgments of Court of Common Pleas No. 3 of Philadelphia County, June T., 1957, Nos. 7620, 10562, 10563 and 10633, and Sept. T., 1957, No. 18, in case of Rose R. Lowry et al. v. General Waterworks Corporation. Appeals dismissed; reargument refused February 5, 1962.

COUNSEL

W. Bradley Ward, with him John A. Eichman, 3rd, and Clark, Spahr, Eichman & Yardley, and Schnader, Harrison, Segal & Lewis, for appellants.

Richard C. Bull, with him LeRoy E. Perper, and White and Williams, for appellee.

Before Bell, C.j., Jones, Cohen, Eagen and Alpern, JJ.

Author: Jones

[ 406 Pa. Page 153]

OPINION BY MR. JUSTICE BENJAMIN R. JONES

On April 12, 1957 a majority of the directors of Fifteen Hundred Walnut Street Corporation (Fifteen Hundred), a Pennsylvania corporation, approved a plan and agreement of merger with General Waterworks Corporation (General), a Delaware corporation. On June 3, 1957 at a stockholders' meeting this

[ 406 Pa. Page 154]

    merger became effective over the dissenting votes of appellants.

Appellants own 1499 shares of a total of 6590 shares of the common stock of Fifteen Hundred and one of appellants owns 38 shares of a total of 2175 1/2 shares of the preferred stock of Fifteen Hundred.*fn1 They dissented and registered their objections to the merger of Fifteen Hundred and General. General at the time of merger offered the dissenting shareholders $54 for each share of common stock and $89 for each share of preferred stock, conditioned upon acceptance of those prices at that time in full payment and settlement of the dissenting shareholder's claims.

Within the time prescribed by the Business Corporation Law then in effect (Act of May 5, 1933, P.L. 364, § 515, added 1957, July 11, P.L. 711, § 1, 15 PS § 2852-515), the dissenting shareholders filed with General a demand for the payment of the fair value of their shares and, no agreement having been reached with respect to such fair value, the dissenting shareholders filed separate petitions in the Court of Common Pleas No. 3 of Philadelphia County asking for the appointment of appraisers to appraise the fair value of their stock. Appraisers were appointed by the court and, after hearing testimony, the appraisers filed a report with the court in which the report to the fair value of the preferred stock of Fifteen Hundred was found to be $96.48 per share and the fair value of the common stock of Fifteen Hundred was found to be $99.07 per share. The appraisers recommended that the court make awards to the dissenting shareholders in accordance with their report.

[ 406 Pa. Page 155]

The dissenting shareholders' exceptions to the appraisers' report were dismissed by the court and the court made awards to the dissenting shareholders in the amounts recommended by the ...


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