Prudent Real Estate Trust v. Johncamp Realty, Inc.

599 F.2d 1140 (2nd Cir. 1979)

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Nature of the Case

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Facts

Johncamp (D) filed a 14D-1 for a tender offer of any and all of Prudent's (P) shares at $7 per share. This offer was not conditioned upon any minimum number of shares being tendered, and the market price before the filing was 4 and7/8. The filing stated that 80% of the required funds would be furnished by Johncamp N.V. which would obtain them from Campeau out of a bank line of credit for $50,000,000 (Canadian). The remaining 20% would come from Pacific the other owner of D. D was a close Delaware corporation owned by Johncamp N.V. (60%) and Pacific (40%). All of N.V. was owned by Campeau Corporation. Wertin, was the owner of Pacific and also a development corporation under his name. The plan was to get as much stock of P as possible and if at least 2/3rds were received, D would as a minimum liquidate the company. P sought to enjoin D from proceeding with the tender offer for the failure to disclose in the 14D schedule any financial information about Pacific and Wertin. The lower court refused to issue an injunction. P appealed.