OPINION
JOSEPH S. LORD, III, Chief Judge.
Plaintiff, a shareholder and since August 24, 1972 a director of the Penn Central Company ("the Company"), brings this action on his own behalf and as a representative of a class as defined by F.R.Civ.P. 23. The proposed class consists of all holders of the Company's common stock on July 7, 1972, the date of record for voting at the Annual Meeting of August 24. The Company and its Directors are defendants.
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