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MATTER OF MUNFORD, INC.

No. 94-9216.

97 F.3d 456 (1996)

Matter of MUNFORD, INC., d.b.a. Majik Market, Debtor. Danne Brokaw MUNFORD, as Executrix of the Estate of Dillard Munford; Russell C. Fellows; Winton M. Blount; Herbert J. Dickson; James L. Ferguson; Robert M. Gardiner; Richard K. Leblond, II; Andrall E. Pearson; S.B. Rymer, Jr., Plaintiffs-Appellants, James M. Carroll; Joseph W. Hardin; Jay Rubel; Shearson Lehman Brothers, Inc.; DFA Investment Dimensions Group, Inc.; State Street Bank & Trust Company; PNC Bank, National Association, Plaintiffs, Shearson Lehman Brothers, Inc., Plaintiffs, v. VALUATION RESEARCH CORPORATION, Defendant, Munford, Inc., Defendant-Appellee.

United States Court of Appeals, Eleventh Circuit.

October 10, 1996.

Attorney(s) appearing for the Case

Edward H. Wasmuth, Jr., Thomas W. Rhodes, Smith, Gambrell & Russell, Atlanta, GA, for Blount et al.

Peyton S. Hawes, Jr., Atlanta, GA, Joseph J. Burton, Jr., Burton & Anderson, Atlanta, GA, for Carroll et al.

Neal S. Berinhout, Susan A. Cahoon, Kilpatrick & Cody, Atlanta, GA, for Munford, Inc.

Before HATCHETT, Chief Judge, CLARK, Senior Circuit Judge, and MILLS, District Judge.

HATCHETT, Chief Judge:

In this corporate leveraged-buy-out merger case, we affirm the district court's ruling that Georgia's stock distribution and repurchase statutes apply.

FACTS

In May 1988, the Panfida Group offered to purchase Munford, Inc., a public company on the New York Stock Exchange, through a leverage buy out (LBO) structured as a reverse triangle merger for $18 per share. Under the terms of the proposed merger agreement, the Panfida...

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