*1 requirement surviving of consent corporation apply only also must to stock- Treasurer, CARPER, R. Thomas mergers. Dofflemyers for-stock con- The Below, Appellant, Defendant fully supports clude that Sabath this dis- tinction, because that case involved a stock- merger. for-stock OF ED- NEW CASTLE COUNTY BOARD UCATION, Judicially Decreed School We find Dofflemyers’ position unten- Below, Appellee. Plaintiff Sabath, able. As pointed this Court out in one of principal purposes behind the Supreme of Delaware. Court 262(i) predecessor to was to settle the troublesome possessed issue of who the inci- Rehearing en Banc on Submitted ownership dents of stock after the dissenter 11,1981. Feb. demanded appraisal, apprais- but before the Decided problem presents al award. This itself in both stock-for-stock and cash-for-stock

mergers. legisla- We find no evidence of a intent, Dofflemyers

tive and the have of- none, supporting

fered their contention that 262(i) only was meant to apply to stock- mergers.

for-stock

The Dofflemyers correctly point out when the here in Statute formulated, initially

volved was decided,

when was cash-for-stock Sabath

mergers were not authorized in Delaware. long-form merger

The cash-for-stock

not authorized statute until 1967.5 This

fact, however, is not determinative. Sec 262(i) applies “[a]ny stockholder who appraisal rights pro

has demanded his (b)

vided in subsection of this section.” clearly Dofflemyers,

This would include

who appraisal demanded in a cash-for-stock 262(b).

merger terms; 262(i) general it is broad and in its unambiguous.

is We hold that it clear and merg fully applicable to a cash-for-stock Compare Coyne

er. v. Park & Tilford Dis Corp., Del.Supr.,

tillers 154 A.2d

(1959) (involving statutory short-form

merger). case,

Under the facts of this the Doffle- irrevocable,

myers’ appraisal election of the consent of Hall.

absent

Affirmed. (1967). g., 8 See,

5. 56 ch. 50 e.

Del.C. 252 and 257. §§ *2 21, 1978,

On or about November bargaining entered into a collective agree- ment County with the New Castle Educa- Association, representative of the bar- gaining comprised unit of the certificated employees. non-administrative pertinent Provisions of that contract to this appeal provide: Employees “23:9.1 will continue to re- existing carrier-provided fringe ceive benefits insofar as remain available through June 1979. If a benefit parties negoti- cancelled the shall meet to fringe ate an alternate benefit fringe benefit that was cancelled. Employees currently who are enrolled in plan of Blue State Cross Blue Shield will per receive no less than $25.00 Roger A. (argued), Brown and Don C. coverage beyond toward the basic State Brown, Deputy Attys. Gen., Wilmington, plan period January 1979 to for defendant-appellant. Henry Herndon, N. (argued), Jr. “23:9.2 employees Effective Beck, Richard Morris, James, P. Hitch- fully paid will receive family comprehen- ens, Williams, & Wilmington, plaintiff- for Shield, sive Blue Cross Blue limited to the appellee. premium signing in effect at the of this agreement. Any premium increase in the HERRMANN, C.J., DUFFY, Before will be using fringe covered other McNEILLY, QUILLEN HORSEY, JJ. money payroll benefit or deduction.” 1,1979, As of the State was contrib- QUILLEN, Justice: uting, pursuant 5202(a), to § This appeal by the State from month toward the health an order requires Court us employee, each District the full cost of an statute, construe a 29 Del.C. plan. individual basic health insurance And governing health care insurance for State obligated by the Board was contract to con- employees. presented The issue solely up tribute month for District one of statutory construction. Specifically, employees electing to comprehen- receive it contributions, concerns the relative family coverage, sive the difference be- 5202, of the appellee, State and tween the the New State’s contribution the total Castle County Board of (Board), family Education cost to the cost of health care of cer- 1, 1980, January Effective tain New Castle County School District em- Assembly signifi- amended 5202 in two (District ployees employees). respects. cant The State’s was altered follows:

Prior 29 Del.C. 5202(a) provided, part: pay premium “The or sub- relevant scription charges following, “This State shall the full cost of greater: whichever is subscription charges or for a plan basic of health care insurance cover- 1. The full cost of a basic individual age regular for all officers and contract of health care insurance cov- eligible and for pensioners officers, erage regular employ- for all not otherwise group covered under a pensioners ees and health care insurance contract.” not otherwise covered under a

group Court found for the health care insurance holding 5202(a) unambiguously re- quires 100%of an individu- Seventy-five percent of the cost of plan plan, basic al basic for 75% of a the basic and child contract subscriber be, nothing may whichever the case or basic contract for 5202(d) further said that re- It less.2 officers, *3 pen- regular employees and quires “supplement the Board to the State’s eligible sioners not federal medi- for necessary payments under subsection as 1 care.” provide employees its with the same level (d) And subsection was added: of health care benefits as were entitled 1, by April to receive contract. . .as of “Agencies or other units of the State appeals; we 1979.” The Treasurer State 1979, providing 1, April a contribution on reverse.3 otherwise, by agreement or to- coverage Court, argues ward the cost of care of health Treasurer In this the State officers, purpose regular the and effect § and obliga- agency’s is that a amendments State pensioners, spouses, dependent their chil- (d) the tion under subsection modifies families, dren or shall continue to make (a). obligation under subsection State’s date, such contributions after such unless Trea- is based on the State This contention responsibility by relieved of such an act require reading surer’s of subsection Assembly.” Board, agencies other or units the Thereafter, 1980, in employee health contributing the State complaint seeking filed a in 1, 1979, to contin- April care insurance as of a writ of be to the mandamus to issued in the same making ue “such contributions” or, alternatively, State declara- ap- would amount. This construction dollar tory judgment directing Treasur- the State em- responsibility for District portion the provided by er to the maximum amount follow- care insurance in the ployee health 5202(a), amended, health as toward the continue to ing manner: the Board would coverage employees, care of District with- obligat- as it is contribute by any obligation out diminution by reason 1,1979, by ed to do 5202(d). part on the of the Board under difference, up to would the the State against The State Treasurer counterclaimed of the total cost of basic cover- Board, (a), asking declaratory judg- the for between age required by as subsection the full that, paid by the Board and the amount ment under the Board must comprehensive family cost of month toward comprehensive family the cost of insurance hand, Board, espouses on the other that, employees, the reasoning Court: 5202(a), pay the balance of in- unambiguously amendments family coverage. the cost of mandatory contribution crease State’s being dispute, parties supplemental both contri- maintaining There no factual while units, agencies or judgment pleadings. by moved for on the butions opinion panel 5202(a) currently requires an dated 3.A of this Court filed 1. Section 24, Thereafter, a motion for of the cost of both individual November plans. granted. rehearing insurance basic health en Banc was the Court 294, 1, 1, prior opinion opinion supersedes Del.Laws c. effective This hereby withdrawn. In the en Banc which is agreed subsequent parties to the brought 2. The are argument, to this Court’s at- counsel 158, the State is enactment of 62 Del.Laws Ch. helpful as to the histo- tention ry, including detail for each to continue to language proposed original employee electing health care adopted. Some of this and the amendments an amount to the cost of a basic panel. material had not been considered plan. individual health care only we refer parties’ to the relative contributions to- family coverage payment. ward this floor above view, toward the In our the underscored cost of health employees. insurance for Under synopsis, any which was not altered in the reference to “contribution” in significant during manner amounts, any, means such if Act, history contemplates over obligation and above the State’s State, agency of an or unit of the (a), necessary which are to main- would continue tain the level of afforded State same dollar amount. employees by agencies or other units of the Moreover, 435, 6(b), origi- House Bill State on 1979. The relative contri- nally proposed May written and parties butions of the under this view would provided, pertinent part: be as follows: officers, employees eli- regular “For family coverage 75% of basic and the Board gible pensioners agencies units pick up would then the difference between any agree- which enter into the State’s contribution and the full cost of *4 1, 1979, April or other- ment on or before family comprehensive insurance for District providing any wise contribution to- employees electing cost of health care their contract. ward the depend- child spouses and/or Unlike the we can officers, employees pen- ents and say language not that the 5202 makes § October, sioners, shall fund in party’s clear that either interpretation is thereafter, 1979, and the difference be- Rather, reading correct. subsections the total tween such contribution and conjunction, ambiguity in we find in premium subscription charges for such task, then, 5202. Our in § order to resolve added). coverage.” (Emphasis ambiguity, legislative is to discern the intent behind the 5202 amendments. § emphasized quoted The above can words Mosley Delaware, Del.Supr., v. Bank of 372 regarding leave no doubt the intent of the (1977); Hannigan, A.2d 178 A P& v. Stores Assembly: agency or unit has General Del.Supr., (1976); 81, 367 A.2d 641 Council (and secondary) responsibil- initial State, Am. Fed’n of County Municipal ity for health em- care insurance Employees State, Del.Supr., 293 567 A.2d short, 6(b) ployees. language In on the of § (1972). originally proposed, as clearly prevail. amendments,

These in final form and contained in Bill House were 6(b) Although original language of § 12, 1979, passed c. appear does not in the final form 1,1980. and became effective The Bill, re- legislative we think the intent Bill, synopsis proper source from following reasons. mained the same intent, glean legislative which to cf. Bank First, above, which synopsis, as noted Savings of American National Trust and Assembly’s in indicates the intent Inc., Properties Credit, Assoc. v. GAC Del. terms, virtually the same clear remained Ch., (1978), reads, perti 389 A.2d 1304 in history. throughout legislative the Bill’s nent part: Second, specific legisla- if there had been a “This bill if enacted would for: purpose change from the contribu- tive to Hospital, surgical-medical, 1. thera- 6(b) tion to an abso- scheme expressed §

peutic diagnostic health care cov- monetary contribu- lute and uniform State erage employees, pension- for of the same dol- without maintenance ers, spouses dependents, their by agencies such as the lar contribution [and] clear- purpose that would have been It ly language in the used. manifested 2. The maintenance of financial contri- vague, conceptual depend would not on a bargaining agreements butions under attaching word “contribu- definition to the arrangements and other at their ex- added). by the isting (emphasis suggested as level...” tion” Third, pretation of which we legislative history refuse Board. indicates language ultimately adopt. which became proposed by was first Senate question final remains unanswered. One 6(b) Amendment as an addition to 5202(d) requires Our construction of the Bill. Amendment 1 was not Senate obligated Board to the amount it is Instead, adopted. Amendment Senate April 1979. adopted. was The latter amendment struck The Board contends under the Novem- previous two House and five Amendments employ- ber with 1978 contract original sections of the Bill. It included the ees, paying it was month on provisions of Senate Amendment 1, 1979, and, should consequently, it 6(b) deleted, original Bill leav- was that amount. ing only proposed first out, however, points promulgated Amendment 1 to Senate be obligated 1978 contract the Board to (d). The result was a more com- more, month, beginning July pact Bill in better form for codification. In our transition does not evidence 5202(d) require We read intent, change but rather a obligated to do make contributions as it is 6(b) surplusage view that 1, 1979, paying on not as it was which could be stricken because it was basi- As of that date. cally duplicated by provisions of Senate con- by the terms of the 1978 was bound Amendment 1. the District tract with *5 Accordingly, we hold that subsection month, 1979. per beginning $63.56 modify obliga of 5202 does the State’s 5202(d) requires the we hold that § provide tion to health care insurance under until “re- pay per Board to month $63.56 (a). subsection It follows that the Board an act of the responsibility by lieved of such contribute, 5202(d), will continue to under Assembly”, 29 Del.C. § employee toward the of District health shall cost our conclusion that the State reiterate obligated difference, up care the it is to of a basic pay insurance amount the to 75% the 1979. amount and by family plan, between that difference, coverage. up comprehensive family And full cost of the State shall plan, family to of the of a basic cost is Superior Court judgment between the Board’s contribution and with matter is remanded reversed family plan. full cost of a modi- Superior Court the direction that the by specifying fy its Order the District em We also note that part that: under ployees’ situation would be the same to (a) The is to continue They would party’s either view of employee each Board pay for fully paid comprehensive receive coverage electing to have health care with provided by their contract amount 29 Del.C. Ch. 52 an But, Board. under the Board’s basic premium cost of a to by paying less the Board would benefit plan; care individual health it is contractual than the obligated to toward that ly any additional health (b) respect With to to that legally is bound which each Board Since amount, entitled, interpretation employee the Board’s Board grant. As a legislative up a to constitute shall contribute thereof, strictly beginning rule, grants are the cost month to general in this and until the Board grantee, who against construed by an responsibility this course, Board. relieved of case, would be the Assembly, (4 ed.) Act of the General Statutory Construction Sutherland pay the differ- clear, adds grant a is not 63.02. Since of such additional in the cost ence Board’s inter- against weight further increasing through legislation the State’s total coverage, except (a). I find with under subsection by amount contributed contributions to indi- respect eligible employee nothing to each in the Assembly intended for basic individual and cate that coverage shall to some- operation additional health care of subsection part, cost or the State’s supplant, not exceed 75% how in whole (a). my or Basic of Basic and Child In Subscriber under subsection obligations be, coverage, may unambiguous as the case Family a clear and 5202 is opinion § subject to further Act of the General intent expression Assembly. minimum uniform employees with a public coverage, as estab- insurance level of health McNEILLY, Justice, dissenting: (a), requiring while also by lished interpretation agree I with Since any additional benefits the continuation of statute rendered employers may have public agency which respectfully I am constrained to dissent providing as of been majority opinion. from the Specifically, agree I with the Court below 5202(a) on “requires eligible public employee

behalf of each ei

ther individual cost of basic plan the cost of

health insurance or 75% of plan, which a basic health insurance * greater.” agree I with the

ever is also 5202(d): Court that § HUFFMAN, Plaintiff Ernest “requires public agency employer Below, Appellant, supplement payments the State’s provide its necessary employees with the same level of health SON, INC., a Dela- & C. C. OLIPHANT care benefits as were entitled to Fi- corporation States and United ware agreement other- receive *6 Company, delity Defend- and Guarantee precise wise as of 1979. The Below, Appellees. ant public agency employer’s extent of a of Delaware. Supreme Court monetary obligation under subsection by computing will be the cost determined 8, 1981. Submitted of benefits to which its are Decided subtracting entitled and the amount which the to contribute (a).”

under subsection (d), primary pur-

As I read subsection its

pose public agency is to transform contrac- pro- obligations

tual statutory obli-

vide health care benefits into agencies providing

gations. those a level in key benefits as of the date at provided by

excess of that must continue to doing from

increased benefits until relieved Assembly, perhaps

so * of a basic during of the cost 5202(a) again from amended Section health insurance pendency appeal by subscriber and child or a basic of this c. in- contract. effective 1980. This amendment 5202(a) creases the State’s