NATCO CORP. v. GREAT LAKES INDUS.

The opinion of the court was delivered by: ROSENBERG

This is an action instituted by Natco Corporation (Natco), a Pennsylvania corporation, against Great Lakes Industries, Inc., (Great Lakes), an Illinois corporation, and others for preventive injunctive relief in the current contest for the procurement of proxies in a forthcoming special meeting for the election of controlling officers of Natco.

The plaintiff, Natco, maintains in its complaint that Great Lakes is an investment company within the meaning of the Investment Company Act of 1940, 15 U.S.C.A. §§ 80a-1 through 52 and particularly 3(a)(1) and (3); that because it is an investment company, primarily so engaged, it is required to register with the United States Securities and Exchange Commission, but it has not done so; and that as an unregistered investment company, it is engaged in illegal activities by which the plaintiff is being harmed.

 This is disputed by the defendants on the theory that they are primarily engaged in manufacturing and that its activities in connection with Natco are secondary activities within the purview of the Investment Company Act.

 At a preliminary hearing stipulations of counsel were introduced in evidence, and testimony and exhibits were presented. After arguments of counsel and the presentation of briefs, this Court makes the following:

 FINDINGS OF FACT

 1. Plaintiff, Natco Corporation ('Natco'), is a Pennsylvania corporation having its principal office at 327 Fifth Avenue, Pittsburgh, Allegheny County, Pennsylvania, and engages in interstate commerce.

 2. Defendant, Great Lakes Industries, Inc. ('Great Lakes'), is an Illinois corporation existing under the Business Corporation Act of Illinois and having a principal office at Sixth and D Streets, Monmouth, Warren County, Illinois, and engages in interstate commerce.

 3. Defendant, James T. Bolan, is an individual residing in Burlington, Iowa, with a place of business c/o Great Lakes Industries, Inc., Sixth and D Streets, Monmouth, Warren County, Illinois.

 4. Defendant, William Wikoff Smith, is an individual residing at 712 Old Gulph Road in Bryn Mawr, Montgomery County, Pennsylvania.

 5. Defendant, Charles F. Toewe, is an individual residing in the Eastern District of Pennsylvania with a place of business c/o Main & Company, 1313 Packard Building, Philadelphia, Pennsylvania.

 6. The directors of Great Lakes are the following: James T. Bolan, Jack R. Dempsey, Fred L. Rosenbloom, David B. Rosenbloom, William Wikoff Smith and Charles F. Toewe. 7. The directors of Great Lakes hold the following amounts of Great Lakes' Common Stock, which represent control thereof. Shares Percent William Wikoff Smith 293,750 32.7% Charles F. Toewe 111,875 12.4% Fred L. Rosenbloom 81,880 9.0% James T. Bolan 61,500 6.8% David B. Rosebloom 50,195 5.6% Jack R. Dempsey 26,000 2.9% Total of above 625,200 69.4%

19621207