UMBRIAC v. KAISER

Civ. No. R-77-0071 BRT.

467 F.Supp. 548 (1979)

Rosemary L. UMBRIAC, as Executrix of an estate and as a representative of a class and of Kaiser Industries, Catherine A. Lyman, as Executrix of an estate and as a representative of a class and of Kaiser Industries, Alice J. Lyman, as Executrix of an estate and as representative of a class and of Kaiser Industries, and Cletus P. Lyman, as Executor of an estate, Plaintiffs, v. Edgar F. KAISER, Individually, and as liquidating trustee of Kaiser Industries and as trustee of The Henry J. Kaiser Family Foundation ("Kaiser Foundation"), William R. Roesch, Individually, and as a liquidating trustee of Kaiser Industries, George E. Link, Individually, and as a liquidating trustee of Kaiser Industries, Lloyd N. Cutler, Individually, and as a trustee of Kaiser Industries, Walter A. Rosenblith, Individually, and as a liquidating trustee of Kaiser Industries, Roger W. Heyns, Individually, and as a liquidating trustee of Kaiser Industries, James N. Land, Jr., Individually, and as a liquidating trustee of Kaiser Industries, James K. Parker, Individually, and as a liquidating trustee of Kaiser Industries, George L. Farinsky, Individually, and as a liquidating trustee of Kaiser Industries, E. E. Trefethen, Jr., S. A. Girard, P. S. Hass, Edgar F. Kaiser, Jr., Individually, and as trustee of the Kaiser Foundation, Cornell C. Maier, James F. McCloud, George A. Jedenoff, George D. Woods, as trustee of the Kaiser Foundation, Robert J. Glasser, as trustee of the Kaiser Foundation, Kingman Brewster, Jr., as trustee of the Kaiser Foundation, W. L. Hadley Griffin, as trustee of the Kaiser Foundation, Robert D. Haas, as trustee of the Kaiser Foundation, Henry M. Kaiser, as trustee of the Kaiser Foundation, Kim J. Kaiser, as trustee of the Kaiser Foundation, Girard Piel, as trustee of the Kaiser Foundation, The Henry J. Kaiser Family Foundation, a California Charitable Trust, and The First Boston Corporation, a Massachusetts Corporation, Defendants, Kaiser Industries Corporation, a Nevada Corporation, Nominal Defendant.

United States District Court, D. Nevada.

March 27, 1979.


Attorney(s) appearing for the Case

Breen, Young, Whitehead & Hoy, Chartered, Reno, Nev., Cletus P. Lyman, Philadelphia, Pa., Richard A. Westin, Calais, Vt., for plaintiffs.

Woodburn, Wedge, Blakey & Folsom, Reno, Nev., John R. Hupper, New York City, Andrew P. Tashman, New York City, for defendants, Edgar F. Kaiser, George E. Link, Lloyd N. Cutler, Walter A. Rosenblith, Roger W. Heyns, James N. Land, Jr., James K. Parker, George L. Farinsky, S. A. Girard, P. S. Hass, James F. McCloud, George A. Jedenoff, E. E. Trefethen, Jr., Edgar F. Kaiser, Jr., Cornell C. Maier and William R. Roesch.

McCutchen, Doyle, Brown & Enerson, Gordon M. Weber, Graham B. Moody, Jr., Boake Christensen, San Francisco, Cal., for defendants, Robert J. Glasser, as trustee of the Kaiser Foundation, W. L. Hadley Griffen, as trustee of the Kaiser Foundation, Robert D. Haas, as trustee of the Kaiser Foundation, Kim J. Kaiser, as trustee of the Kaiser Foundation, Girard Piel, as trustee of the Kaiser Foundation, and Henry J. Kaiser Family Foundation, a California charitable trust.


ORDER

BRUCE R. THOMPSON, District Judge.

This suit for damages and injunctive relief arises out of the adoption by the shareholders of Kaiser Industries Corporation ("KIC") of a plan of liquidation. The plaintiffs concede and the undisputed facts show that the liquidation plan, as adopted and implemented, has benefited KIC stockholders, nearly doubling the value of their holdings.1 However, the plaintiffs contend that even more...

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