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BENNETT v. CONRAIL MATCHED SAVINGS PLAN ADMINISTRATIVE COMMITTEE

Nos. 97-1916, 97-1917 and 97-1918.

168 F.3d 671 (1999)

Steven W. BENNETT; Edmund L. Gillooley; Joseph L. Alessandrini, Jr.; Frank W. Hewitt; Richard E. Semarad; Warren E. Kaylor, Individually and on behalf of all others similarly situated, v. CONRAIL MATCHED SAVINGS PLAN ADMINISTRATIVE COMMITTEE; Deborah A. Melnyk; John/Jane Does 1-10; Consolidated Rail Corporation Matched Savings Plan, Steven W. Bennett; Edmund L. Gillooley; Joseph L. Alessandrini, Jr.; Frank W. Hewitt; Richard E. Semarad; Warren E. Kaylor, Individually and on behalf of all members of the proposed class, Appellants in 97-1916. Joanne Kelly, Individually and on behalf of all others similarly situated, v. Conrail Matched Savings Plan Administrative Committee; Deborah A. Melnyk; John/Jane Does 1-10; Consolidated Rail Corporation Matched Savings Plan, Joanne Kelly, Appellant in 97-1917. George E. Gale, III, Individually and on behalf of all others similarly situated, Appellant 97-1918, v. Conrail Matched Savings Plan Administrative Committee; Deborah A. Melnyk; John/Jane Does 1-10; Consolidated Rail Corporation Matched Savings Plan.

United States Court of Appeals, Third Circuit.

Decided February 23, 1999.

Attorney(s) appearing for the Case

Alan M. Sandals, Esquire (Argued), Howard I. Langer, Esquire, Sandals, Langer & Taylor, LLP, Philadelphia, PA, Attorney for Appellants Bennett, Gillooley, Alessandrini, Hewitt, Semarad and Kaylor.

Kenneth I. Trujillo, Esquire, Ira Neil Richards, Esquire, Trujillo, Rodriguez & Richards, LLC, Philadelphia, PA, Attorneys for Appellants Kelly, et al.

David Berger, Esquire, Harold Berger, Esquire, Stanley R. Wolfe, Esquire, Patricia D. Gugin, Esquire, Berger & Montague, P.C., Philadelphia, PA, Attorneys for Appellants Gale, et al.

Laurence Z. Shiekman, Esquire (Argued), Brian T. Ortelere, Esquire, Pepper Hamilton LLP, Philadelphia, PA, Attorneys for Appellees.

Before: SLOVITER and ROTH, Circuit Judges, FEIKENS, District Judge.

OPINION OF THE COURT

ROTH, Circuit Judge:

Appellants are former employees of Conrail Corporation. They challenge the distribution of surplus assets of an employee stock ownership plan ("ESOP" or the "Plan"). The Plan is governed by the Employee Retirement Income Securities Act ("ERISA"). We must decide whether ERISA entitled the former employees to a portion of the cash surplus in the Plan that resulted from a favorable tender offer for Conrail's stock....

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