638 F.2d 568 (2nd Cir. 1981), 902, Buffalo Forge Co. v. Ampco-Pittsburgh Corp.

Docket Nº:902, Docket 81-7075.
Citation:638 F.2d 568
Party Name:BUFFALO FORGE COMPANY, Plaintiff-Appellant, v. AMPCO-PITTSBURGH CORPORATION, Ampco-Pittsburgh Securities II Corporation and the Louis Berkman Company, Defendants-Appellees.
Case Date:February 02, 1981
Court:United States Courts of Appeals, Court of Appeals for the Second Circuit
 
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Page 568

638 F.2d 568 (2nd Cir. 1981)

BUFFALO FORGE COMPANY, Plaintiff-Appellant,

v.

AMPCO-PITTSBURGH CORPORATION, Ampco-Pittsburgh Securities II

Corporation and the Louis Berkman Company,

Defendants-Appellees.

No. 902, Docket 81-7075.

United States Court of Appeals, Second Circuit

February 2, 1981

Argued Jan. 29, 1981.

David H. Marks, Michael J. Murphy, New York City (McGrath, Meyer, Lieberman & Lipp, Buffalo, N. Y., Lord, Day & Lord, Skadden, Arps, Slate, Meagher & Flom, New York City, of counsel), for plaintiff-appellant.

Jay Topkis, New York City (Paul, Weiss, Rifkind, Wharton & Garrison, New York City, of counsel), for defendants-appellees.

Before VAN GRAAFEILAND and KEARSE, Circuit Judges, and BRAMWELL, District Judge. [*]

VAN GRAAFEILAND, Circuit Judge:

This is an appeal from an order of Chief Judge Curtin of the United States District Court for the Western District of New York denying plaintiff's motion for a preliminary

Page 569

injunction that would have prevented the defendants from proceeding with a tender offer for all of plaintiff's outstanding stock. Plaintiff, a Buffalo, New York company, manufactures air handling equipment, such as fans and exhausts, and certain types of pumps. Ampco-Pittsburgh Corp., a Pennsylvania company, manufactures a variety of steel products, including a limited variety of pumps. Ampco-Pittsburgh Securities II Corp. is a subsidiary of Ampco-Pittsburgh Corp., created for the purpose of facilitating the tender offer. The Louis Berkman Co., an Ohio concern, owns approximately thirty-five percent of Ampco-Pittsburgh Corporation's outstanding stock. For reasons that follow, we affirm.

Despite this Court's continuing admonishments that interim injunctive relief is an "extraordinary and drastic remedy which should not be routinely granted", Medical Society of New York v. Toia, 560 F.2d 535, 538 (2d Cir. 1977), appeals from denials of interim injunctive relief are common in cases involving corporate control tender offers. There were three such appeals on this Court's calendar during the week that the instant case was argued.

In appeals of this nature, appellants invariably emphasize the "serious questions going to the merits" test which this Court has followed, with some variance in interpretations, since Hamilton Watch Co. v. Benrus Watch Co., 206 F.2d 738, 740 (2d Cir. 1953). However, "serious...

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