The opinion of the court was delivered by: ROBERT P. PATTERSON, JR.
ROBERT P. PATTERSON, JR., U.S.D.J.
Plaintiff, The New York City Employees' Retirement System ("NYCERS") moves by order to show cause, and by complaint filed March 10, 1992, for an order granting a preliminary injunction pursuant to Rule 65 of the Federal Rules of Civil Procedure enjoining Defendant Brunswick Corporation ("Brunswick") from soliciting shareholder proxies for Defendant's annual stockholders' meeting without informing Defendant's shareholders of NYCERS's shareholder proposal ("the Proposal") submitted to Defendant by letter dated November 21, 1991 from Elizabeth Holtzman, Comptroller of the City of New York.
NYCERS is a shareholder of Brunswick holding 283,500 shares of common stock. The Proposal was as follows:
NATIONAL HEALTH CARE PROPOSAL
WHEREAS, some thirty-seven million United States Citizens have no health insurance coverage; and
WHEREAS, among the industrial nations of the world, only the United States and the Republic of South Africa have no national health care; and
WHEREAS, we believe that the right of every American to basic health care is a national policy issue; and
WHEREAS, as shareholders we are concerned that the costs and inadequate quality of health care in the United States threaten to undermine the company's competitive advantage in the international market place; and
WHEREAS, because corporations and government are the two major providers of health care benefits, we believe that corporations should assist national policy makers in establishing a standard of basic health care for every American;
NOW THEREFORE, BE IT RESOLVED, that the shareholders request the Brunswick Corporation to establish a committee of the board to prepare a report to the shareholders which will 1) compare the health standards, methods of administration, costs and financing of health care plans in all countries (including the United States) where the company has subsidiaries or business offices; and 2) describe to the shareholders any aspects of governmental policy affecting those plans which should be included in the development of a national health insurance plan in the United States. The report shall be ...