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GREGG v. U.S. INDUSTRIES, INC.

Nos. 76-2107, 81-5956.

715 F.2d 1522 (1983)

F. Browne GREGG, Plaintiff-Appellee, Cross-Appellant, v. U.S. INDUSTRIES, INC., a Delaware Corporation, Defendant-Appellant, Cross-Appellee. F. Browne GREGG, Plaintiff-Appellant, Cross-Appellee, v. U.S. INDUSTRIES, INC., a Delaware Corporation, Defendant-Appellee, Cross-Appellant.

United States Court of Appeals, Eleventh Circuit.

September 30, 1983.

Attorney(s) appearing for the Case

Bedell, Bedell, Dittmar & Zehmer, C. Harris Dittmar, E. Earle Zehmer, William R. Dorsey, Jr., Jacksonville, Fla., for Gregg.

Olwin, Connelly, Chase, O'Donnell & Weyher, William F. Sondericker, Mary C. Mone, Gary D. Hoppe, New York City, Mathews, Osborne, Ehrlich, McNatt, Gobelman & Cobb, Raymond Ehrlich, John M. McNatt, Jr., Jacksonville, Fla., for U.S. Industries, Inc.

Before GODBOLD, Chief Judge, HENDERSON and CLARK, Circuit Judges.

GODBOLD, Chief Judge:

In 1969 Gregg owned corporate businesses in Florida engaged in construction, sand mining, and design of dredging equipment. The businesses were hard pressed for working capital. August 27, 1969 Gregg entered into an "Agreement and Plan of Reorganization" with U.S. Industries, Inc., a conglomerate, providing for a tax-free transfer of his companies to USI, for which Gregg would receive for the stock of his companies $3.5 million in common and...

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