Uv liquidating trust

Plaintiff, Sharon Steel Corporation ("Sharon"), commenced this action against defendants, The Chase Manhattan Bank, N. ("Chase"), Manufacturers Hanover Trust Company ("Manufacturers"), and United States Trust Company of New York ("U. All claims and counterclaims pending between and among Sharon, UV and U. Trust were dismissed with prejudice pursuant to stipulation of the parties on May 11, 1981. In so ruling, I have viewed the evidence in plaintiff's favor to the extent possible and have given the plaintiff the benefit of all inferences which reasonably could be drawn from the evidence. Approximately ,775,000 principal amount of these debentures is still outstanding. Under this indenture, UV borrowed approximately ,000,000 by issuing 9 1/4% senior subordinated notes due 1987. Elkhorn Coal Co., 95 F.2d 732 (4th Cir.), aff'd on rehearing, 95 F.2d 737 (4th Cir. As a result of these discussions, the banks decided to request a meeting with UV. The latter, therefore, was preparing its own form of agreement to use as a basis for negotiating with UV. trustees were prepared to enjoin the distribution or in the alternative, agreement in writing had to be worked out promptly as to how the various debt issues would be treated." Tr. At the meeting with UV, a copy of Chase's plan for satisfying the debt was proffered to UV and Horace Robinson, counsel for Chase, set forth the common concerns of the three trustee banks with respect to fulfilling their fiduciary obligations to holders of UV's public debt. Indeed, the evidence shows that the banks were not engaged in competition with respect to an obligor's obligations under outstanding indentures.

Union Planters National Bank of Memphis ("Union Planters") subsequently commenced a separate action against UV, the Trustees of the UV Industries, Inc. The Union Planters suit has been consolidated with the main action for all purposes. This action having been tried before a jury on April 21-24, April 27-30, and May 4-6, 1981, and plaintiff having completed the presentation of its evidence, Chase, Manufacturers, the Intervenors and Union Planters have moved for a directed verdict pursuant to Fed. Accordingly, I grant the motion for a directed verdict as a matter of law and dismiss the complaint. Two indentures involved Chase as trustee, and the remaining three involved Manufacturers, Union Planters and U. Under this indenture, UV borrowed approximately ,000,000 by issuing 8 7/8% debentures due 1982-1998. Trust Indenture was issued pursuant to an indenture dated as of April 15, 1977. After receiving what they felt were only the most general and unsatisfactory responses, representatives of the banks met or conversed on several occasions to discuss their positions and how they could best protect the rights of the bondholders. While Sharon may have presented evidence that the Banks had engaged in collaborative action by exchanging information and ideas on the UV situation, there is no evidence that their commitment was to an anti-competitive course of conduct.

Gig Optix, a supplier of high performance electronic and electro-optic components that enable next generation 40G and 100G optical networks, has entered into a settlement with the trustees of the DBSI Liquidating Trust and the DBSI Estate Litigation Trust. The DBSI Liquidating Trust now holds the shares of Gig Optix stock and warrants to purchase 660,473 shares of Gig Optix stock.

The settlement arises out of potential claims related to the bankruptcy of DBSI, Inc. were investors in a predecessor of Gig Optix, which resulted in them becoming stockholders of Gig Optix. was the beneficial owner of the investment held by its affiliates. The warrants have a weighted average exercise price of .35 per share with a range of exercise periods that expire between December 31, 2011 and April 23, 2017.

UV executed Lease Guaranty Agreements (the "Lease Guaranties"), in connection with these leases, guaranteeing unconditionally the payment of all amounts due under the leases. However, none of the banks executed Supplemental Indentures on that date or on December 6, 1979 when Sharon again tendered them.

Each indenture provides in essence that in the event that UV merges or consolidates with another corporation or sells "all or substantially all" of its assets to another corporation, the successor corporation is entitled to succeed to UV's rights and obligations under the indenture. On December 24, 1979, the banks issued default notices and subsequently commenced suits against Sharon. or conspiracy in restraint of trade or commerce among the several states .

Approximately ,270,000 principal amount of the bonds is still outstanding. at 974, and to insure that the bondholders whom they represented were being treated equitably as compared to holders of bonds issued under the other indentures. From early August 1979 through the beginning of November 1979, there was intermittent contact among the trustees and between the trustees and UV concerning UV's proposals. Under this indenture, UV borrowed approximately ,000,000 by issuing 5 3/8% subordinated debentures due 1979-1995. Sharon's contention that UV's assets should be measured as of the date of sale, November 26, 1979, must be evaluated in light of the ramifications of the entire series of transactions and the underlying purpose of the successor corporation provisions as discussed above. UV representatives then left the meeting, caucused and returned with a proposal for the set aside of funds. In analyzing Sharon's claims, it is necessary to first determine whether Sharon has established a "mutual commitment to an anticompetitive course" among the banks. Approximately ,669,900 principal amount of these debentures is still outstanding. All of the indentures in this case were to be construed under New York law except for the City of Port Huron and County of Itawamba indentures which were to be construed under the law of Michigan and Mississippi, respectively. When viewed in this manner, Sharon's suggested approach cannot be sustained. Thus, UV's assets for the purpose of determining whether it sold "all or substantially all" of its property to Sharon must be measured from the date its Liquidation Plan received shareholder approval, March 26, 1979. The representatives of the Banks then caucused to determine how much money had to be set aside and to discuss the possibility of recommending to UV that it come up with a proposal for satisfying its debt. It is well settled that "explicit agreement is not a necessary part of a Sherman Act conspiracy," especially where "joint and collaborative action [is] pervasive in the initiation, execution and fulfillment of [a] plan." United States v. 50(a), on the ground that plaintiff has failed to establish a prima facie case as to any of its eight causes of action and that all its claims can be decided as a matter of law. This is insufficient to render the sale to Sharon a sale of "all or substantially all" of UV's assets." Thus, Sharon has failed to sustain its claims with respect to the Supplemental Indentures and I find as a matter of law, that it is not entitled to be recognized as successor obligor under the Indentures or Lease Guaranties. Sharon contends that the conduct of the banks in attempting to block the April 30, 1979 liquidating distribution, signing the April Document, refusing to execute Supplemental Indentures, declaring defaults under the Indentures and refusing to permit withdrawals from the 5,000,000 Fund, individually and in combination constitute unlawful restraints of trade. The first Chase Indenture was issued pursuant to an indenture dated as of September 1, 1965. On the morning of April 26th, representatives of Chase, Manufacturers and U. If some agreement could not be reached, Chase planned to obtain an injunction to block the distribution. UV responded with "vague assurances that there was sufficient money around to pay off the debt." During this stage of the meeting, Manufacturers proffered a separate proposal to UV. Sharon contends that the above-described conduct of the banks violated section 1 of the Sherman Act in that it constituted an attempt to fix the price of UV's and Sharon's credit and amounted to a group boycott. In order to establish a price-fixing violation, a plaintiff must show that the agreement of the defendants had the purpose or effect of fixing prices.

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In addition, the Lease Guaranties provide that in the event of a sale of "all or substantially all" of UV's property to another corporation, the purchaser must assume in writing all of UV's obligations thereunder. Section I of the Sherman Act provides that "[e]very contract, combination .

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