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In re Merger and Consolidation of Janssen Dairy Corp.

March 4, 1949

IN THE MATTER OF THE MERGER AND CONSOLIDATION OF JANSSEN DAIRY CORPORATION AND PHILADELPHIA DAIRY PRODUCTS COMPANY, INC.


Wm. J. Brennan, Jr., J.s.c.

Brennan

Petitioners, owners of 1278 shares of 5% Preferred stock of Janssen Dairy Corporation, dissented from the merger and consolidation of the company effected December 31, 1947 under Revised Statutes 14:12-9, with Philadelphia Dairy Products Company, Inc., and by their petition filed January 23, 1948 invoked Revised Statutes 14:12-7, requiring appraisal of the full market value of their shares. The appraisers appointed on the petition have filed their report, dated February 1, 1949, appraising each share of stock held by petitioners at $73.15 and awarding the petitioners the following amounts according to the respective numbers of shares held by each:

Babette Sanders 388 shares $28,382.20

Lilliam Kromholz 165 shares 12,069.75

Charlotte Brandes, as administratrix of

Estate of W. L. Kamena, Jr. 10 shares 731.50

Charlotte M. Brandes 690 shares 50,473.50

Edna A. Kertland 25 shares 1,828.75

Petitioners move confirmation of the report and confirmation is not opposed. The report is confirmed and an appropriate order under the statute may be presented directing the consolidated corporation to pay to each petitioner the value of her stock as aforesaid.

Petitioners ask that interest be allowed from the date of the merger, December 31, 1947, and, also, that the consolidated corporation be directed to pay all costs and charges of the proceeding, including appraisers' fees, counsel fees to petitioners' counsel, and expenses incurred by petitioners in employing accountants and to secure stenographic transcripts of the testimony.

Petitioners Sanders and Kromholz ask interest at the rate of 4 1/2%, contending such allowance is fair and proper inasmuch

as assenting Janssen stockholders received under the merger plan First Preferred Stock of Philadelphia Dairy Products Company, Inc., and also four dollars and fifty cents per share per annum computed from October 1, 1947 to the quarterly dividend date next preceding the actual issuance thereof, less a sum equivalent to any dividends paid on the Janssen stock from September 5, 1947.

Petitioners Brandes and Kertland, in addition, argue that dividend arrears of $30 on the Janssen stock accrued but not declared at the time of the merger should be ordered paid or in any event be compensated for to some extent in the form of an allowance of interest. There is no merit in the request that the dividend arrears be allowed. The dividends had not been declared at the date of the merger and were not a corporate debt to these shareholders. In any event, the appraised ...


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