KENNEDY, Circuit Judge:
Appellee Conrock Co. is a Delaware Corporation engaged primarily in extracting, processing, and selling rock, sand, and gravel in aggregate form or, with a mixture of cement, as ready-mixed concrete. Appellee California Portland Cement Co. ("CPC"), a cement manufacturer, owns approximately 33.5 percent of Conrock's stock and sells cement to Conrock. In March 1980, Conrock mailed its shareholders a proxy statement in connection with its April...
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