The opinion of the court was delivered by: FAKE
The plaintiff is a citizen of New York. The defendant is a New Jersey corporation. The amount involved exceeds $3,000, and no issue is raised as to the jurisdiction of the court.
The defendant corporation has recently instituted proceedings under Section 27 of the General Corporation act of New Jersey, Revised Statutes of New Jersey, 1937, 14:11-1, 11-2, and 11-3, N.J.S.A. 14:11-1 to 14:11-3, for the purpose of consummating a plan of recapitalization. Plaintiff, a minority preferred stockholder, alleges violations of her legal and equitable rights in the terms and conditions of the plan and seeks injunctive relief. A rule to show cause seeking a temporary restraint of the consummation of the plan was issued, which resulted in a stay by consent until the question of a preliminary injunction might be examined into by the court.
The defendant's present capital stock consists of: (a) 4,000 shares of 5% Prior Preferred Stock of the par value of $100 each, all of which are issued and outstanding and owned by Philadelphia Dairy Products Company, Inc.; (b) 10,000 shares of 5% Preferred Stock of the par value of $100 each, all of which are issued, 9998 shares being presently outstanding, and 2 shares being held in the treasury of the defendant; and (c) 16,000 shares of Common Stock, without nominal or par value, 14,000 shares of which are issued and outstanding and owned by said Philadelphia Dairy Products Company, Inc.
The 5% Preferred Stock is entitled to cumulative dividends at 5% per annum, and to $100 per share, plus accumulated dividends (which now amount to $15 per share) in liquidation, and is redeemable at par, plus accumulated dividends.
The capital and surplus of the defendant corporation, as of September 30, 1940, were as follows:
Capital: Shares Par
5% Prior Preferred Stock 4,000 $100 $ 400,000
5% Preferred Stock 9,998 $100 999,800
Common Stock 14,000 None 435,000
Earned Surplus 211,691.93
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