ALABAMA BY-PRODUCTS CORP. v. NEAL


588 A.2d 255 (1991)

ALABAMA BY-PRODUCTS CORPORATION, and Drummond Company, Inc., as Successor-in-Interest, Respondent/Defendants Below-Appellants, v. Phil H. NEAL, Jr., Phil H. Neal, Jr., Trustee under Trust Instrument Dated 9/15/65 for the benefit of Samuel Abney, Britton Neal, Phil Hudson Neal, III, Sarah B. Neal, McMillan, Ltd., Preston H. Haskell, Wyatt R. Haskell, Wyatt R. Haskell, Trustee under Trust Agreement dated 10/13/76, James Robert Hendrix, Henry S. Lynn, Henry Sharp Lynn, Jr., Walter E. Shackelford, Henry F. Cleveland, Rucker Agee, Lawrence Rosen, Berney Perry & Company, Sidney W. Smyer, Jr., Southtrust Bank of Alabama, N.A., as Co-Trustee, Egger & Co., Cede & Co., George W. Barber, Jr., Julia W. Barber Trust for Barber Family, Julia W. Barber Trust for Ludington Family, Julia W. Barber Trust for Wohle Family, Julia W. Barber Trust of 1969 for Frederick Ludington Family, J. Pat Turner, Edward T. Douglas, Jr., Margaret Douglas, Marguerite D. Caddis, Florence D. Williams, Am South Bank, N.A., as Trust of Florence Douglas Marital Trust, Am South Bank, N.A. as Trustee for Florence N. Douglas Family Trust, and Am South Bank, N.A. as Trustee for Florence N. Douglas Family Trust B, Petitioners/Plaintiffs, Below-Appellees.

Supreme Court of Delaware.

Decided: March 8, 1991.

Rehearing Denied March 27, 1991.


Attorney(s) appearing for the Case

Robert K. Payson, Arthur L. Dent of Potter, Anderson & Corroon, Wilmington, and Allan M. Pepper (argued), and Aton Arbisser of Kaye, Scholer, Fierman, Hays & Handler, New York City, for appellants.

R. Franklin Balotti, C. Stephen Bigler of Richards, Layton & Finger, Wilmington, and Hobart A. McWhorter, Jr. (argued), and Edward M. Selfe of Bradley, Arant, Rose & White, Birmingham, Ala., for appellees.

Before CHRISTIE, C.J., MOORE and HOLLAND, JJ.


HOLLAND, Justice:

This appeal challenges an appraisal, pursuant to 8 Del.C. § 262, of approximately 120,000 shares of the stock of Alabama By-Products Corporation ("ABC"). Following a short-form merger between ABC and Drummond Holding Corporation ("Drummond") effective August 13, 1985, ABC was absorbed into Drummond. The ABC minority shareholders were cashedout, pursuant to the merger, and received $75.60 per...

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