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Prudent Real Estate Trust v. Johncamp Realty, Inc.

United States Court of Appeals for the Second Circuit
599 F.2d 1140 (1979)


On March 12, 1979, Johncamp Realty, Inc. (Johncamp) (defendant) announced a tender offer to purchase any and all shares of stock of Prudent Real Estate Trust (Prudent) (plaintiff) at roughly a 40 percent premium over the current market price. Johncamp was a close corporation with two shareholders: Johncamp Netherland Antilles, N.V. (Johncamp N.V.), which was controlled by Robert Campeau, and The Pacific Company (Pacific), controlled by John Wertin. Wertin exercised day-to-day control over Johncamp. As required, Johncamp filed a Schedule 14D disclosure with the SEC. The Schedule 14D stated that 80 percent of the financing for the tender offer would come from Campeau, who had a $50 million line of credit at a Canadian bank. Pacific would provide the remaining 20 percent, which it would obtain from Wertin and his enterprises. A section of the disclosure form titled “Item 9: Financial Statements of Certain Bidders” was answered, “Not applicable, see Exhibit 1.” Exhibit 1 consisted of financial statements concerning Campeau. On March 16, 1979, Prudent sued Johncamp and its affiliates, seeking a temporary restraining order and a preliminary injunction against the tender offer on the grounds that the Schedule 14D did not include any financial information about Wertin or his holdings. The trial court denied the requested relief, and Prudent appealed.

Rule of Law


Holding and Reasoning (Friendly, J.)

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