Uv liquidating trust
In addition, the Lease Guaranties provide that in the event of a sale of "all or substantially all" of UV's property to another corporation, the purchaser must assume in writing all of UV's obligations thereunder. Section I of the Sherman Act provides that "[e]very contract, combination . On December 19, 1978, UV publicly announced that it planned to sell one of its wholly-owned subsidiaries, Federal Pacific Electric Company ("Federal") and on January 19, 1979, UV publicly announced that it planned to liquidate. The most satisfactory evidence on this issue is agreed finding of fact No. It states: Based upon the foregoing, the only conclusion that can be reached is that the trustees agreed to forbear from suing to block the April 30th liquidating distribution, a lawsuit which they clearly were entitled to institute. UV Industries as a third-party defendant, and the holders of certain UV debentures (the "Intervenors") intervened, asserting claims against both Sharon and UV. Trust in the course of this opinion was necessary for full development of the facts. Without weighing the credibility of the witnesses or otherwise considering the weight of the evidence, I find that there is but one conclusion that can be reached with respect to each of plaintiff's claims. I now enter this opinion in support of this disposition. Between 19, UV borrowed certain sums of money pursuant to five separate indentures (the "Indentures"). The Manufacturers Indenture was issued pursuant to an indenture dated April 15, 1977. Sharon's final claim is that the banks and the Intervenors have been engaged in unlawful agreements, combinations and conspiracies in restraint of interstate trade and commerce in the provision of credit, in violation of section 1 of the Sherman Act, 15 U. Sharon's proof at trial showed that after UV announced its plans to liquidate, sell Reliance and make a liquidating distribution, Chase, U. Trust, and Manufacturers first individually inquired of UV how it planned to provide for its public debt. Because the caption of the action has not yet been amended to reflect this, U. Approximately ,035,000 principal amount of these notes is still outstanding. This meeting was scheduled for the afternoon of April 26, 1979. Chase was then in the process of drafting a document which could be used as a basis for agreement with UV as to the manner in which it would provide for its public debt. Trust was undecided about whether it would go along with the proposed plan, and Manufacturers was reluctant to join in the plan. The general course of action planned by the Banks for the afternoon meeting with UV "was to explain to [UV] that one or more . Robinson also stated that because of these concerns, the Trustees were prepared to go to Court to enjoin the planned liquidating distribution if agreement could not be reached on the question of providing for the indebtedness. Nevertheless, each of Sharon's claims will be examined to determine whether a prima facie case has been presented. The Liquidation Plan required "that at all times there be retained an amount of cash and other assets which the Board deems necessary to pay, or provide for the payment of, all of the liabilities, claims and other obligations . On February 21, 1979, UV announced that it had scheduled a special meeting for March 26, 1979 at which time its shareholders' would vote on the plan to sell Federal as well as the Liquidation Plan. The April Document states that "this Agreement has been entered into by the parties . Therefore, in order to ascertain the full and complete understanding of the parties with respect to consideration, it is necessary to look to extrinsic evidence of their intent. Consequently, I find as a matter of law that there was valid consideration flowing to UV under the April Agreement. At the special meeting on March 26, UV's shareholders approved the sale of Federal and the adoption of the Liquidation Plan. Sharon's next claim is that even if the April Document was at one time valid, it no longer has any force and effect and is unenforceable against Sharon or UV. Under this indenture, The County of Itawamba, Mississippi borrowed approximately ,000,000 by issuing Industrial Revenue Bonds due 1993. Following the July 26, 1979 meeting, representatives of U. Trust, Chase and Manufacturers met to exchange ideas on how best to approach what they considered to be a "very difficult" situation, Tr. Trust was for an advanced refunding or defeasance of the debt. By early August, 1979, both Chase and Manufacturers had rejected UV's proposal with respect to one of its indentures and Manufacturers was undecided about the response it would make. In a civil suit for damages, a plaintiff must establish that two or more parties have entered into a contract, combination or conspiracy that unreasonably restrains trade causing injury to his business or property.
The first Chase Indenture was issued pursuant to an indenture dated as of September 1, 1965. On the morning of April 26th, representatives of Chase, Manufacturers and U. If some agreement could not be reached, Chase planned to obtain an injunction to block the distribution. UV responded with "vague assurances that there was sufficient money around to pay off the debt." During this stage of the meeting, Manufacturers proffered a separate proposal to UV. Sharon contends that the above-described conduct of the banks violated section 1 of the Sherman Act in that it constituted an attempt to fix the price of UV's and Sharon's credit and amounted to a group boycott. In order to establish a price-fixing violation, a plaintiff must show that the agreement of the defendants had the purpose or effect of fixing prices. Gig Optix's Chairman of the Board and Chief Executive Officer, Avi Katz, stated, "I am happy to put this matter behind us.Although we believed that the trustees' claims would not have been successful, we were eager to avoid the legal expense, waste of management time and bandwidth and the risk that is always associated with litigation.UV executed Lease Guaranty Agreements (the "Lease Guaranties"), in connection with these leases, guaranteeing unconditionally the payment of all amounts due under the leases. However, none of the banks executed Supplemental Indentures on that date or on December 6, 1979 when Sharon again tendered them. Each indenture provides in essence that in the event that UV merges or consolidates with another corporation or sells "all or substantially all" of its assets to another corporation, the successor corporation is entitled to succeed to UV's rights and obligations under the indenture. On December 24, 1979, the banks issued default notices and subsequently commenced suits against Sharon. or conspiracy in restraint of trade or commerce among the several states .
Under this indenture, UV borrowed approximately $23,000,000 by issuing 5 3/8% subordinated debentures due 1979-1995. Sharon's contention that UV's assets should be measured as of the date of sale, November 26, 1979, must be evaluated in light of the ramifications of the entire series of transactions and the underlying purpose of the successor corporation provisions as discussed above. UV representatives then left the meeting, caucused and returned with a proposal for the set aside of funds. In analyzing Sharon's claims, it is necessary to first determine whether Sharon has established a "mutual commitment to an anticompetitive course" among the banks.