                                                                                F I L E D
                                                                         United States Court of Appeals
                                                                                 Tenth Circuit
                         UNITED STATES COURT OF APPEALS
                                                                                 MAR 26 1999
                                    TENTH CIRCUIT
                                                                            PATRICK FISHER
                                                                                      Clerk

 INTERNATIONAL BROTHERHOOD
 OF TEAMSTERS GENERAL FUND,

           Plaintiff-Appellee,
                                                        Nos. 97-6035, 97-6132
 v.
                                                        (D.C. No. 96-CV-1650)
                                                     (Western District of Oklahoma)
 FLEMING COMPANIES, INC.,

           Defendant-Appellant.




                                 ORDER AND JUDGMENT*


Before PORFILIO, ANDERSON, and TACHA, Circuit Judges.




       Two questions are presented by this appeal. The first is whether Oklahoma law

restricts the authority to create and implement shareholder rights plans exclusively to the

board of directors. The second is whether shareholders may propose resolutions requiring

that shareholder rights plans be submitted to the shareholders for vote at the succeeding

annual meeting. We certified these questions to the Supreme Court of the State of



       *
         This order and judgment is not binding precedent, except under the doctrines of
law of the case, res judicata, and collateral estoppel. This court generally disfavors the
citation of orders and judgments; nevertheless, an order and judgment may be cited under
the terms and conditions of 10th Cir. R. 36.3.
Oklahoma, and it responded “no” to the first question and “yes” to the second.

International Brotherhood of Teamsters General Fund v. Fleming Companies, Inc.,

No. 90,185, 1999 WL 35227 (Okla. Jan. 26, 1999). After subsequent briefing in this

court by the parties, we have concluded the issues before us have been resolved by the

response of the Oklahoma Supreme Court, and further proceedings are not required.

       The judgment of the district court for the Western District of Oklahoma is

AFFIRMED. Appellee’s motion for attorney fees on appeal is GRANTED, and the

matter is REMANDED for determination of a reasonable amount of fees to be awarded

and for entry of an appropriate judgment on the merits of this case.



                                          ENTERED FOR THE COURT


                                          John C. Porfilio
                                          Circuit Judge




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