UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

EARL F. HILTON; FRANK R. MARRS;
CAROLYN H. MARRS; MARGARET A.
MURPHY; CHARLES J. WOODWORTH,
Plaintiffs-Appellants,

v.
                                                                    No. 98-1852
FIRST UNION CORPORATION, a North
Carolina Corporation, for itself and
also as successor by merger to
Signet Banking Corporation,
Defendant-Appellee.

Appeal from the United States District Court
for the Eastern District of Virginia, at Richmond.
James R. Spencer, District Judge.
(CA-98-118)

Argued: January 25, 1999

Decided: March 22, 1999

Before WILKINSON, Chief Judge, and WILLIAMS and
MOTZ, Circuit Judges.

_________________________________________________________________

Affirmed by unpublished per curiam opinion.

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COUNSEL

ARGUED: Bradley Phipps Marrs, MEYER, GOERGEN & MARRS,
P.C., Richmond, Virginia, for Appellants. Paul Wilbur Jacobs, II,
CHRISTIAN & BARTON, L.L.P., Richmond, Virginia, for Appellee.
ON BRIEF: Robert L. Wise, MEYER, GOERGEN & MARRS, P.C.,
Richmond, Virginia, for Appellants. Michael W. Smith, Craig T.
Merritt, CHRISTIAN & BARTON, L.L.P., Richmond, Virginia, for
Appellee.

_________________________________________________________________

Unpublished opinions are not binding precedent in this circuit. See
Local Rule 36(c).

_________________________________________________________________

OPINION

PER CURIAM:

In this securities case, certain shareholders appeal, asserting that
the district court erred in dismissing their complaint for failure to state
a claim. We affirm.

I.

Earl F. Hilton, Frank R. Marrs, Carolyn H. Marrs, Margaret A.
Murphy, and Charles J. Woodworth, owners of Signet Banking Cor-
poration common stock during the month of August 1997, brought
this action against First Union Corporation.

On July 18, 1997, Signet and First Union executed a merger agree-
ment whereby they agreed that Signet would merge with and into
First Union. The shareholders maintain that the merger agreement and
related documents, including the prospectus and proxy statement,
contain misrepresentations and omissions in violation of Sections
10(b) and 14(a) of the Securities Exchange Act of 1934, 15 U.S.C.
§§ 78(j)(b) and 78(n)(a) (1993). They also maintain that these
asserted misrepresentations and omissions violate the Virginia Securi-
ties Act, Va. Code Ann. §§ 13.1-502, 13.1-522 (Michie 1998).

The crux of the shareholders' argument is that in these documents
First Union "misrepresented and promised that there would be a third

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quarter 1997 dividend in the amount of $0.21/share" paid to all Signet
shareholders. The shareholders maintain that they never received the
promised third quarter dividend and contend that First Union wrong-
fully deprived them, and all similarly situated members of the class
they sought to have certified, of this dividend.

II.

The district court carefully considered the shareholders' claims.
After meticulously analyzing the facts and then applying the relevant
principles of law to those facts, the court concluded that the share-
holders had failed "to show any misstatement or omission." For this
reason, the court concluded that it was "not necessary" for it to "ad-
dress the questions of materiality, cause or connection between the
alleged disception in any subsequent purchase or sale, or the applica-
bility of the benefit-of-the-bargain theory to this case." Having dis-
missed the securities claims, the district court declined to retain
jurisdiction over the state law claim and so dismissed them as well.

III.

After careful review of the record in this case, the applicable legal
authorities, the briefs of the parties, and after having had the benefit
of oral argument, we affirm on the basis of the district court's well
reasoned opinion. See Earl F. Hilton v. First Union Corporation, Civ.
No. 3:98CV118 (E.D. Va. May 12, 1998).

AFFIRMED

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