GARDNER & FLORENCE CALL COWLES FOUND. v. EMPIRE INC.

No. 83 Civ. 6906 (WK).

589 F.Supp. 669 (1984)

GARDNER AND FLORENCE CALL COWLES FOUNDATION, Minneapolis Star & Tribune Pension Trust, Princeton Day School, David Schwartz Foundation, Scripps Clinic and Simpson College, Plaintiffs, v. EMPIRE INCORPORATED, Allen & Company, Incorporated, Reliance Insurance Company, S.A. Spencer, H.N. Forman, Harold M. Wit and Robert W. Plaster, Defendants.

United States District Court, S.D. New York.

July 5, 1984.


Attorney(s) appearing for the Case

Fine, Kaplan & Black by Aaron M. Fine, Philadelphia, Pa., and Beldock, Levine & Hoffman by Lawrence Levine, New York City, for all plaintiffs.

Wilmer, Cutler & Pickering by James Robertson, Washington, D.C., and Werbel, Grossman & McMillin, P.C. by James C. McMillin, New York City, and Harvey J. Goldschmid, P.C., Riverdale, N.Y., for all defendants excluding Reliance.

Reliance Group Holdings, Inc. by Blair C. Fensterstock, Asst. General Counsel, New York City, for defendant Reliance.


MEMORANDUM & ORDER

WHITMAN KNAPP, District Judge.

Before us is defendants' motion pursuant to Fed.R.Civ.P. 12(b)(6) to dismiss the complaint for failure to state a claim upon which relief can be granted. For reasons which follow, we grant this motion.

This case involves a merger between defendant Empire Incorporated ("Empire") and Exco Acquisition Corporation ("Exco") in which Empire was the survivor. Plaintiffs, holders of convertible subordinated...

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