Heliotrope General, Inc. v. Ford Motor Co.

Heliotrope General, Inc., (“Heliotrope”) appeals from the district court’s order granting the defendants’ motion for summary judgment and judgment on the pleadings. We have jurisdiction under 28 U.S.C. § 1291 , and we affirm.

FACTUAL BACKGROUND

In September 1989, Ford Motor Co. (“Ford”) created Ford Holdings, Inc. (“FHI”) for the stated purpose of acquiring, owning, and managing various insur- *974 anee and financial services assets of Ford. In order to take advantage of certain tax benefits, Ford had to satisfy two conditions: (1) Ford had to own less than eighty percent of FHI, and (2) Ford and FHI could not file a consolidated tax return for five years after Ford deconsolidated its financial services operations. In order to maintain Ford’s diluted ownership interest, FHI at various times issued to the public shares of Preferred Stock. 2 Each prospectus filed with the various stock issues stated that FHI could be merged with an affiliated entity at any time without a shareholder vote, and provided that in the event of a merger shareholders would receive twenty-five dollars per share plus accumulated and unpaid dividends. Between January 20, 1993, and July 26, 1993, Heliotrope…