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Sharon Steel Corp. v. Chase Manhattan Bank

decided: September 28, 1982.

SHARON STEEL CORPORATION, PLAINTIFF-APPELLANT-CROSS APPELLEE,
v.
THE CHASE MANHATTAN BANK, N.A., AND MANUFACTURERS HANOVER TRUST COMPANY, DEFENDANTS-APPELLEES-CROSS APPELLANTS; MANUFACTURERS HANOVER TRUST COMPANY, THIRD-PARTY PLAINTIFF-APPELLEE-CROSS APPELLANT, V. UV INDUSTRIES, INC., THIRD-PARTY DEFENDANT-APPELLANT-CROSS APPELLEE; CONNECTICUT MUTUAL LIFE INSURANCE COMPANY, ET AL., INTERVENORS-APPELLEES-CROSS APPELLANTS, V. SHARON STEEL CORPORATION, PLAINTIFF-APPELLANT-CROSS APPELLEE, AND UV INDUSTRIES, INC., THIRD-PARTY DEFENDANT-APPELLANT-CROSS APPELLEE; UNION PLANTERS NATIONAL BANK OF MEMPHIS, AS TRUSTEE, PLAINTIFF-APPELLEE-CROSS-APPELLANT, V. UV INDUSTRIES, INC. AND DAVID FINKELSTEIN, ARTHUR R. GRALLA, MARTIN HORWITZ, EDWIN JACOBSON, THEODORE W. KHEEL, AND PAUL KOLTON, AS TRUSTEES OF THE UV INDUSTRIES, INC. LIQUIDATING TRUST, DEFENDANTS-APPELLANTS-CROSS APPELLEES, AND SHARON STEEL CORPORATION, DEFENDANT-APPELLANT-CROSS APPELLEE



Appeal by Sharon Steel Corporation, UV Industries, and the trustees of the UV Industries Liquidating Trust from a judgment granting a directed verdict and summary judgment by the United States District Court for the Southern District of New York (Henry F. Werker, Judge) in favor of the trustees of certain indentures of UV Industries and intervening holders of debentures issued pursuant to certain of those indentures. The trustees and debentureholders cross appeal from certain parts of the judgment. Affirmed in part and reversed in part.

Feinberg, Chief Judge, Newman and Winter, Circuit Judges.

Author: Winter

WINTER, Circuit Judge:

This is an appeal by Sharon Steel Corp. ("Sharon") and UV Industries, Inc. ("UV"), trustees of the UV Liquidating Trust (collectively the "UV Defendants") from grants of a directed verdict and summary judgment by the United States District Court for the Southern District of New York (Henry F. Werker, Judge) in favor of the Trustees of certain UV indentures ("Indenture Trustees") and intervening holders of debentures issued pursuant to certain of those indentures ("Debentureholders"). In opinions reported at 521 F. Supp. 104 (S.D.N.Y. 1981) and 521 F. Supp. 118 (S.D.N.Y. 1981), Judge Werker held that UV's liquidation and unsuccessful attempt to assign its public debt to Sharon rendered UV liable for the principal and accrued interest on the debentures. The Indenture Trustees and Debentureholders cross-appeal from other parts of the judgment.

We affirm in part and reverse in part.

BACKGROUND

1. The Indentures

Between 1965 and 1977, UV issued debt instruments pursuant to five separate indentures, the salient terms of which we briefly summarize. In 1965, UV*fn1 issued approximately $23 million of 5 3/8% subordinated debentures due in 1995, under an indenture naming The Chase Manhattan Bank, N.A. ("Chase") as the trustee ("First Chase Indenture"). The current principal amount of the debentures outstanding under that indenture is approximately $14 million.

In 1968, the City of Port Huron, Michigan, issued approximately $22 million in Industrial Development Revenue Bonds, bearing 6 1/4% interest and due in 1993, under an indenture also naming Chase as the trustee ("Second Chase Indenture"). These bonds were issued by Port Huron to raise funds for the construction of a facility to be leased by Mueller Brass Company, a UV subsidiary. The rent paid by Mueller Brass covers the principal and interest on the bonds. Moreover, UV executed an unconditional guaranty of these obligations of its subsidiary ("Chase Lease Guaranty"). The principal amount presently outstanding is approximately $16.5 million.

Similarly, in 1968, the County of Itawamba, Mississippi, issued approximately $13 million in Industrial Development Revenue Bonds due in 1993, under an indenture naming Union Planters National Bank of Memphis as the trustee ("Union Planters Indenture"). These bonds were also issued to fund construction of facilities to be leased by Mueller Brass, the rent payments being sufficient to satisfy the debt service on the bonds. Again, UV guaranteed Mueller Brass' lease obligations ("Union Planters Lease Guaranty"). Approximately $9.78 million principle amount of these Itawamba County bonds remains outstanding.

In 1977, UV issued $75 million of 8 7/8% debentures due in 1997 under an indenture naming Manufacturers Hanover Trust Company ("Manufacturers") as the trustee ("Manufacturers Indenture"). The principal amount of these debentures has been reduced to approximately $66.78 million. At the same time, UV issued $25 million of 9 1/4% senior subordinated notes due in 1987 pursuant to an indenture under which United States Trust Company of New York ("U.S. Trust") is the trustee ("U.S. Trust Indenture"). Approximately $16 million principal amount of these notes remains outstanding.*fn2

The debentures, notes and guaranties are general obligations of UV. Each instrument contains clauses permitting redemption by UV prior to the maturity date, in exchange for payment of a fixed redemption price (which includes principal, accrued interest and a redemption premium) and clauses allowing acceleration as a non-exclusive remedy in case of a default.*fn3 The First Chase Indenture,*fn4, The Port Huron Lease Guaranty,*fn5 the Union Plainters Lease Guaranty,*fn6 the Manufacturers Indenture*fn7 and the U.S. Trust Indenture*fn8 each contains a "successor obligor" provision allowing UV to assign its debt to a corporate successor which purchases "all or substantially all" of UV's assets. If the debt is not assigned to such a purchaser, UV must pay off the debt. While the successor obligor clauses vary in language, the parties agree that the differences are not relevant to the outcome of this case.

2. The Liquidation of UV

During 1977 and 1978, UV operated three separate lines of business. One line, electrical equipment and components, was carried on by Federal Pacific Electric Company ("Federal"). In 1978, Federal generated 60% of UV's operating revenue and 81% of its operating profits. It constituted 44% of the book value of UV's assets and 53% of operating assets. UV also owned and operated oil and gas properties, producing 2% of its operating revenue and 6% of operating profits. These were 5% of book value assets and 6% of operating assets. UV also was involved in copper and brass fabrication, through Mueller Brass, and metals mining, which together produced 13% of profits, 38% of revenue and constituted 34% of book value assets and 41% of operating assets. In addition to these operating assets, UV had cash or other liquid assets amounting to 17% of book value assets.

On December 19, 1978, UV's Board of Directors announced a plan to sell Federal. On January 19, 1979, the UV Board announced its intention to liquidate UV, subject to shareholder approval. On February 20, 1979, UV distributed proxy materials, recommending approval of (i) the sale of Federal for $345,000,000 to a subsidiary of Reliance Electric Company and (ii) a Plan of Liquidation and Dissolution to sell the remaining assets of UV over a 12-month period.*fn9 The proceeds of these sales and the liquid assets were to be distributed to shareholders. The liquidation plan required "that at all times there be retained an amount of cash and other assets which the [UV Board of Directors] deems necessary to pay, or provide for the payment of, all of the liabilities, claims and other obligations . . ." of UV. The proxy statement also provided that, if the sale of Federal and the liquidation plan were approved, UV would effect an initial liquidating distribution of $18 per share to its common stockholders.

On March 26, 1979, UV's shareholders approved the sale of Federal and the liquidation plan. The following day, UV filed its Statement of Intent to Dissolve with the Secretary of State of Maine, its state of incorporation. On March 29, the sale of Federal to the Reliance Electric subsidiary for $345 million in cash was consummated. On April 9, UV announced an $18 per share initial liquidating distribution to take place on Monday, April 30.

The Indenture Trustees were aware that UV contemplated making an $18 per share liquidating distribution since at least February 20, 1979 (the date the proxy materials were distributed).*fn10 On April 26, representatives of Chase, Manufacturers and U.S. Trust met with UV officers and directors and collectively demanded that UV pay off all the debentures within 30 days or, alternatively, that UV establish a trust fund of $180 million to secure the debt. There was testimony that at least one of the Indenture Trustees threatened to sue to enjoin UV from paying the $18 liquidating distribution on the grounds that a liquidating distribution prior to payment of US's debts would violate Maine law,*fn11 which provides, as to a liquidating corporation, that:

After paying or adequately providing for the payment of all its obligations, the corporation shall distribute the remainder of its assets. . . among its shareholders . . .

Me. Rev. Stat. Ann. Tit. 13-A, ยง 1106(4) (1971) (emphasis added).

The outcome of this meeting was an "Agreement for Treatment of Certain Obligations of UV Industries, Inc.," dated April 27, 1979, between UV and the Indenture Trustees ("April Document"). Under the April Document, UV agreed, inter alia, to set aside a cash fund of $155 million to secure its public debt and to present a proposal for the satisfaction and discharge of that debt to the Indenture Trustees within 90 days. The Indenture Trustees agreed not to seek an injunction against the payment of the $18 per share liquidating distribution. The April Document provided that all obligations thereunder would terminate upon the payment of UV's public debt or upon UV's abandonment of the plan of liquidation.

On July 23, 1979, UV announced that it had entered into an agreement for the sale of most of its oil and gas properties to Tenneco Oil Company for $135 million cash. The deal was consummated as of October 2, ...


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