b. The statement that the Company was "shaping up all right" was misleading, as he failed to explain that the reason why the Company was "shaping up" or showing a profit for the 1977 year was because of a settlement award in a condemnation proceeding and not because the operating income of American Dredging company had increased.
6. The Plaintiff has established that unless this preliminary injunction is issued the Plaintiff will suffer irreparable harm in that American Dredging's shareholders will be prevented from fairly evaluating the Plaintiff's offer to purchase their shares.
NOW, Therefore, the Following Preliminary Injunction is issued against the Defendants American Dredging Company and Maylin Greaser and the Defendants are ORDERED to transmit to all the shareholders of American Dredging by United States first class mail the following letter, prior to the close of business on the day following the receipt of this Order by personal service or otherwise.
I am writing to you with reference to an article that you may have seen or heard about that appeared in the Philadelphia Evening Bulletin on January 13, 1978. In that article, I was quoted as saying that the value of American Dredging stock was conservatively worth $150 per share. This valuation was based on my estimation of the value of the assets of the company on a per share basis and not on what I believed you could receive on the market today for your shares. In order for the shareholders to realize significantly more than the current market price of the shares at this time, it would be necessary for the company's earnings position to improve.
Furthermore, in the Bulletin article, I was quoted as saying that the Company was "shaping up all right." By that statement, I meant that the Company was realizing a profit this year and that that profit was the result of a settlement award in a condemnation proceeding. However, it was not meant and should not mean to you that the operating revenues from the Company's dredging business had increased; in fact, the Company has suffered an operating loss in 1977 in its dredging business.
With regard to the proposed tender offer submitted by Weeks Dredging & Contracting, Inc., you should not construe this letter as an attempt to influence you in any way as to the disposition of your stock.
President of American Dredging Co.
This preliminary injunction is issued on condition that Plaintiff file a bond with the Court in the sum of $1,000.00 for the payment of such costs and damages as may be incurred or suffered by American Dredging Company and Maylin H. Greaser if they later proved that they were wrongfully enjoined or restrained by this Order.
This preliminary injunction is binding upon American Dredging Company and Maylin H. Greaser upon their receipt of this Order by personal service or otherwise.
AND IT IS SO ORDERED.
Clarence C. Newcomer, J.
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