Alan R. Kahn and Hunter A. Hogan, Jr. (Kahn), owners of RF & P securities - Lawsuit involving Alan Kahn of Kahn Brothers Group Inc.

"Appellants, Alan R. Kahn and Hunter A. Hogan, Jr. (Kahn), owners of RF & P securities which were subject to the transactions hereinafter mentioned, appeal the dismissal of their federal securities claim against Virginia Retirement System (VRS), Systems Holdings, Inc. (SHI) (a subsidiary of VRS), CSX Corporation (CSX), and RF & P Corporation (RF & P). The district court dismissed Kahn's claim pursuant to Fed.R.Civ.P. 12(b)(6). Reviewing the decision of the district court de novo, Revene v. Charles County Comm'rs, 882 F.2d 870, 872 (4th Cir.1989), and accepting as true all facts alleged by Kahn, Goldstar (Panama) S.A. v. United States, 967 F.2d 965, 967 (4th Cir.), cert. denied, --- U.S. ----, 113 S.Ct. 411, 121 L.Ed.2d 335 (1992), we are of opinion that the district court properly dismissed Kahn's claim. Accordingly, we affirm. "

"Beginning in 1983 CSX wanted to purchase or otherwise control RF & P's railroad assets to gain ownership of that 113-mile rail line that would allow CSX to easily link its northern rail lines (the old Chessie system) and its southern rail lines (the former Seaboard system). See Kahn v. Virginia Retirement System, "

"See Kahn, 783 F.Supp. at 268. On August 28, 1991.."

"...On September 24, 1991, Kahn instituted this suit against VRS, CSX, and RF & P alleging violations of the Sec. 14(d)(7) of the Securities Exchange Act of 1934 (Exchange Act), 15 U.S.C. Sec . 78n(d)(7), Securities Exchange Commission (SEC) Rules 14d-10 and 10b-13, 17 C.F.R. Secs. 240.10b-13 & 240.14d-10, and breach of fiduciary duty. Kahn sought damages rather than injunctive relief, and the three-way transaction continued and was completed on October 10, 1991, with the tendering of substantially all of RF & P's outstanding shares and the closing of both the Asset Purchase and the Stock Purchase Agreements. 783 F.Supp. at 268. The net effect of the transaction is best described by the district court: "

"While this vagueness gave courts flexibility in determining which actions constituted tender offers and thus were properly subject to the Williams Act, see Kahn, 783 F.Supp. at 269, the vagueness also allowed some abuses to continue that the Williams Act was designed to remedy."

"Kahn alleges that the press release constitutes a tender offer because it either was made by RF & P on behalf of VRS, was a joint release, or was affirmed as a tender offer by VRS. In support of this assertion Kahn relies upon Field v. Trump"

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