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SEALY MATTRESS CO. OF N.J. v. SEALY, INC.

Civ. A. No. 8853.

532 A.2d 1324 (1987)

SEALY MATTRESS COMPANY OF NEW JERSEY, INC., Lillian Lewis and United Jersey Bank, co-executors of the estate of Morris Lewis, Walter Hertz, Lorraine Klein, Howard Lewis, Harold Naiman, and Harold and Rose Naiman, on behalf of themselves and derivatively on behalf of Sealy, Incorporated, Plaintiffs, v. SEALY, INC., The Ohio Mattress Company, Ohio-Sealy Mattress Manufacturing Co., Sealy Merging Corporation, Ernest M. Wuliger, Thomas Smudz, C. Steven Kneeland and Gary Pleasant, Defendants.

Court of Chancery of Delaware, New Castle County.

Date Decided: July 20, 1987.

Revised: July 24, 1987.

Attorney(s) appearing for the Case

Rodman Ward, Jr., Marc B. Tucker, Paul L. Regan and John G. Day of Skadden, Arps, Slate, Meagher & Flom, Wilmington, for plaintiffs.

Richard D. Kirk of Morris, James, Hitchens & Williams, Wilmington, for defendant Sealy, Inc.

Clark W. Furlow and Craig B. Smith of Lassen, Smith, Katzenstein & Furlow, Wilmington, and Frederic F. Brace, Jr. and Michael D. Craig, Chicago, Ill., for other defendants.

OPINION

JACOBS, Vice-Chancellor.

This individual and derivative action was filed by minority stockholders of Sealy, Incorporated ("Sealy"), a Delaware corporation, on February 13, 1987, to enjoin a proposed cash-out merger of Sealy into a wholly-owned subsidiary of Ohio-Sealy Mattress Manufacturing Company ("Ohio-Sealy"), Sealy's majority stockholder. Sealy is one of the nation's leading manufacturers and distributors of bedding products, and is over 93...

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