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CAPOBIANCO v. FIRST NATL. BANK OF PALMERTON

UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF PENNSYLVANIA


March 15, 1974

Anna T. CAPOBIANCO et al., Plaintiffs,
v.
The FIRST NATIONAL BANK OF PALMERTON et al., Defendants

Muir, District Judge.

The opinion of the court was delivered by: MUIR

MUIR, District Judge.

I. Introduction.

 Plaintiffs are shareholders of The First National Bank of Palmerton, in Palmerton, Pennsylvania. They filed a complaint, alleging illegality in the election of bank directors at the annual meeting on January 29, 1974.

 Thereafter Plaintiffs moved for a preliminary injunction and a hearing was held thereon. The matter turns on whether the notification given by Plaintiff Anna T. Capobianco of the nomination of directors to the Bank's board was in compliance with applicable law requiring information with respect to the "total number of shares that to the knowledge of the notifying shareholders will be voted for each of the proposed nominees."

 The motion for a preliminary injunction must be denied as one of the chief prerequisites to the granting of such relief has not been met.

 II. Findings of Fact.

 1. The First National Bank of Palmerton is a banking association organized under the National Banking Laws.

 2. On or about January 4, 1974, the Bank and Defendant Silliman, its President, mailed to the stockholders of the Bank a "Notice of the Stockholders' Annual Meeting of The First National Bank of Palmerton" and a proposed proxy in favor of management's slate for the directorate.

 3. Anna T. Capobianco, the Estate of Faust Capobianco, and Anna Marie Checho are the record or beneficial owners of 5,835 shares of the capital stock, $25.00 par value, of The First National Bank of Palmerton (the "Bank"), representing 36.5% of the Bank's 16,000 issued and outstanding shares.

 4. James L. Leuthe and Salvatore Checho are the record or beneficial owners of 94 shares and 40 shares, respectively, of the capital stock, $25.00 par value, of the Bank.

 5. Anna Marie Checho is the daughter of Anna T. Capobianco and the late Faust Capobianco and is the wife of Salvatore Checho.

 6. Faust Capobianco was the husband of Anna T. Capobianco and the father-in-law of James L. Leuthe and Salvatore Checho.

 7. On January 11, 1974, Mrs. Anna T. Capobianco caused a Notification of Nomination to be personally served on defendant Silliman.

 8. The notification is as follows:

 

"NOTIFICATION OF NOMINATION OF CANDIDATES FOR ELECTION TO THE BOARD OF DIRECTORS OF THE FIRST NATIONAL BANK OF PALMERTON

 

"The undersigned shareholder of The First National Bank of Palmerton, in accordance with the provisions of Part 17 of the Regulations of the Comptroller of the Currency (12 CFR 17), hereby notifies the Comptroller of the Currency and the President of The First National Bank of Palmerton that the undersigned shareholder intends to nominate or cause to be nominated candidates for election to the Board of Directors of The First National Bank of Palmerton who are other than the candidates proposed by the present management of The First National Bank of Palmerton.

 

"The names, addresses and principal occupation of each of the nominees proposed by the undersigned shareholder, each of whom is hereby nominated for election as a Director of The First National Bank of Palmerton, is as follows:

  Name Address Principal Occupation James L. Leuthe 228 North Broad St. Officer of garment Allentown, Pa. 18101 manufacturer Salvatore Checho The Lakes Apartments Officer of garment Cedarcrest Blvd. manufacturer Allentown, Pa. 18101 Frank Horwith * Ballietsville, Pa. 18037 Owner-operator of trucking and hauling company Franklin Longenbach * Kunkeltown, Pa. 18058 Real estate broker Raymond F. Smith * Delaware Avenue Attorney Palmerton, Pa. 18071 Harold M. Cooper * 904 N. 32nd Street Consultant Allentown, Pa. 18101 Earl R. Silliman * Columbia Avenue President of The Palmerton, Pa. 18071 First National Bank of Palmerton Henry C. Hoffman * Brodheadville, Pa. 18322 Insurance agent Harrison S. Gruber * Delaware Avenue Owner of Hardware Palmerton, Pa. 18071 Store

19740315

© 1992-2004 VersusLaw Inc.



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