Pittelman

Plaintiff, Steven Pittelman, appeals from a summary judgment entered in favor of the defendants, American Medical International Inc., a Delaware corporation (AMI), and its directors on his class action complaint filed on behalf of himself and other debenture holders. As we conclude that there is no fiduciary duty owed to debenture holders and there is no claim that the terms of the debenture have been breached, summary judgment was proper. We therefore affirm.

Factual and Procedural Background

The relevant facts in this case are neither complicated nor extensive; nor is there any essential dispute between the parties as to the events from which this dispute arose.

In 1986, plaintiff purchased one of the 25-year, 8'A percent convertible subordinated debentures issued by AMI in 1983. By their terms, these debentures, which were issued by AMI to raise $100 million in debt financing, are due on April 1, 2008 (with interest payable semiannually on Apr. 1 and Oct. 1 of each year). Upon their issuance, these bonds each had a face value of $1,000 and an “investment grade” credit rating.

In 1989, AMI was acquired in a leveraged acquisition by defendant IMA Acquisition…