This section contains the nature of the case and procedural background.

Ps were former minority shareholders of National Alfalfa Dehydrating and Milling Company. Ps charged Bass Bros. (D) with violation of 10b-5 and 14(e) for failing to disclose asset appraisals of National at the time D made a successful tender offer for National. D made the offer at $6.45. The appraisals estimated the value at $12.40 per share in an orderly liquidation and $16.40 per share as the going concern value. The appraisals were prepared by a third party and had been partially corroborated by various officials at National.

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