Anderson, Clayton was told to consider an offer.

Delaware Chancery Court Judge William Allen said the Houston food company had an obligation to consider a $54-a-share offer from the New York investment firms Bear, Stearns & Co. and Gruss & Co. since it was “significantly greater” than the $45 a share offered under Anderson’s recapitalization plan. However, the judge denied a request by a shareholder group and by Bear, Stearns-Gruss to block today’s vote on the recapitalization.