Ford Motor Company merged with Ford Holdings Capital Corporation. The effect of the merger was to cash out various types and series of preferred stock. Plaintiffs are various preferred stockholders of Ford Holdings (D). They seek a judicial appraisal of the fair value of their shares at the time of merger. All common stock of D was held directly or indirectly by Ford. Between October 1990 and June 1995, D issued twenty series of preferred stock to the public. There were two types; Flexible Rate and Cumulative Preferred. All of them were nonconvertible and nonredeemable but had cumulative dividends and had liquidation preferences equal to par plus any accumulate and unpaid dividends. On October 16, 1995, D's board of directors approved a merger with Ford Holdings Capital Corporation. The merger was effectuated on December 20, 1995. All of D's preferred stock was eliminated and converted to a right to receive cash. Bancorp (P) did not accept the merger consolidation and filed suit seeking adjudication of fair value. D filed a motion for summary judgment.

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