U.S. District Court Issues Opinion and Order On Oregon Trail's Motion for Preliminary Injunction.Business Editors BAKER CITY, Ore.--(BUSINESS WIRE)--Sept. 28, 2001 Oregon Trail Oregon Trail, overland emigrant route in the United States from the Missouri River to the Columbia River country (all of which was then called Oregon). The pioneers by wagon train did not, however, follow any single narrow route. Financial Corp. (Nasdaq:OTFC OTFC On-The-Fly Calibration OTFC Overflight Traffic OTFC Open Topped Filing Cabinet ), the holding company for Pioneer Bank, announced today that United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. Magistrate Any individual who has the power of a public civil officer or inferior judicial officer, such as a Justice of the Peace. The various state judicial systems provide for judicial officers who are often called magistrates, justices of the peace, or police justices. John Jelderks has ruled on OTFC's motion for preliminary injunction A temporary order made by a court at the request of one party that prevents the other party from pursuing a particular course of conduct until the conclusion of a trial on the merits. A preliminary injunction is regarded as extraordinary relief. against the Stilwell Group and its director-nominee, Kevin D. Padrick. OTFC had sued the Stilwell Group (including Padrick) for violation of federal securities laws forbidding false and misleading proxy materials Proxy Materials Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other . OTFC alleged that the Stilwell/Padrick proxy materials included a number of false and misleading statements and material omissions, the most serious involving incumbent directors Chuck Rouse and Ed Elms. Stilwell had previously filed unsuccessful lawsuits against both Mr. Rouse and Mr. Elms to try to remove them from the OTFC Board. The trial on the merits on the merits adj. referring to a judgment, decision or ruling of a court based upon the facts presented in evidence and the law applied to that evidence. A judge decides a case "on the merits" when he/she bases the decision on the fundamental issues and considers might not take place before the October 12, 2001 annual shareholders' meeting shareholders' meeting n. a meeting, usually annual, of all shareholders of a corporation (although in large corporations only a small percentage attend) to elect the Board of Directors and hear reports on the company's business situation. . But in a detailed opinion on the preliminary injunction motion, Magistrate Jelderks stated in part, "(t)hroughout the proxy contest Proxy contest A battle for the control of a firm in which a dissident group seeks, from the firm's other shareholders, the right to vote those shareholders' shares in favor of the dissident group's slate of directors. Also called proxy fights. , Stilwell has made it clear he believes OTFC should be sold, and the sooner the better. OTFC's present management disagrees with Stilwell's plans for the company. It is not this court's province to decide which of these views is 'correct' or to tell the shareholders how to vote their proxies in the upcoming election. What does concern this court is that the debate has gone beyond the merits of competing visions of the company's future, and descended into what, on this record, appear to be unfounded personal attacks on the integrity of the incumbent directors. It is also troubling that the state and federal courts have been used as a vehicle to mount some of these personal attacks." (Emphasis added.) Magistrate Jelderks also found that "(t)here is a strong probability that OTFC will be able to establish, at trial, that the allegations against Rouse (and the other Board members) were not well founded." (Emphasis added.) Magistrate Jelderks continued,"Stilwell also filed suit against director Edward Elms, accusing him of committing a felony--perjury--and demanding that Elms be removed from office. --- (O)nce again, the allegations do not appear to have been well founded. I dismissed the Elms case for lack of jurisdiction, but I would almost certainly have found in favor of Elms had there been a trial on the merits." And finally, "(a)t trial, there is a strong probability that OTFC could also show that this course of conduct by Stilwell was part of a calculated attack upon the integrity of the incumbent directors and management." (Emphasis added.) " In summary," Magistrate Jelderks concluded, "there is a strong probability that, at trial, OTFC will succeed on its claim against Stilwell for violation(s) of Rule 14a-9 (the anti-fraud proxy regulation.)" The defendants had filed a counterclaim A claim by a defendant opposing the claim of the plaintiff and seeking some relief from the plaintiff for the defendant. A counterclaim contains assertions that the defendant could have made by starting a lawsuit if the plaintiff had not already begun the action. asserting that OTFC's materials were materially false and misleading, and they filed their own motion for preliminary injunction. Magistrate Jelderks denied the motion, saying "I conclude that Stilwell is unlikely to prevail, at trial, upon his claim that OTFC has violated Rule 14a-9. Accordingly, I deny his motion for preliminary injunction." The entire Opinion and Order was filed today with the SEC as additional soliciting material under Schedule 14A, and can be accessed via the Internet at www.freeedgar.com or by calling the Company. |
|
||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion