MATTER OF APPRAISAL OF FORD HOLDINGS

Civil Action No. 14852.

698 A.2d 973 (1997)

In the Matter of the APPRAISAL OF FORD HOLDINGS, INC. PREFERRED STOCK.

Court of Chancery of Delaware, New Castle County.

Decided: March 20, 1997.


Attorney(s) appearing for the Case

Edward M. McNally and Lewis H. Lazarus, Morris, James, Hitchens & Williams, Wilmington (Jonathan A. Levy, U.S. Bancorp Law Division, Portland, OR, of Counsel), for Petitioners.

William O. LaMotte, III, Karen Jacobs Louden and Jessica Zeldin, Morris, Nichols, Arsht & Tunnell, Wilmington, for Respondent.


ALLEN, Chancellor.

This is an appraisal proceeding under Section 262 of the Delaware General Corporation Law. It arises from a merger in which Ford Holdings, Inc. ("Holdings"), a subsidiary of Ford Motor Company, merged with Ford Holdings Capital Corporation, its own wholly owned subsidiary. The effect of the merger was to cash-out various types and series of Holdings' preferred stock. In each instance, the holders of preferred were paid the liquidation value of their...

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