Prudent Real Estate Trust v. Johncamp Realty, Inc

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

Purchase the Printed Copy at bsmsphd.com

Nature of the Case

To access this section all you need to do is click here and register.

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.