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1
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ORDER AND FINAL JUDGMENT
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EXTRACTED KEY WORDS
MEMBERS SCHEDULING ORDER SETTLEMENT PLAINTIFF ACCORDANCE HEREBY CHANCERY COURT PURSUANT STIPULATION PARTIES ATTORNEYS LAW REPRESENTATIVES PARTY MERGER JUDGEMENT ASSERTING COMPROMISE ADEQUATE MATTER PROSECUTION INDIVIDUAL MEMBERS ADJUDICATIONS AFORESAID SCHEDULING ORDER EVIDENCE PROVISIONS COMMON DEFENSES PROTECTS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWAR
IN AND FOR NEW CASTLE COUNTY
JEFFREY K. POLACHECK,
Plaintiff,
i
V. C.A. No. 18152
i
VF CORPORATION, SEQUOIA
ACQUISITION, INlC., MACKEY J. i
MCDONALD, ROBERT Ii. SHEARER, )
CANDACE S. CUMMINGS, ROBERT )
P. BUNJE AND MICHAEL DOYLE, )
Defendants. c
ORDIER AND FIN&II, JUDGME?a
A hearing having been held before th-ts Court on November 3, 2000, pursuant
to this Court's Order of Se;ptember 12, 2000, (the "Scheduling Order"), upon a
Stipulation and Agreement of Compromise and Settlemment, dated September l2,
2000 (the "Stipulation") of the above-capt:.oned action (the "Action"), which is
incorporated herein by reference; it appearing that due notice of said hearing has
been given in accordance with the aforesaid Scheduling Order; the respective
parties having appeared by their attorneys, aef record; the Court having heard and
considered evidence in support of the proposed Settlement (as defined in the
Stipulation); the attorneys for the respective parties having been heard; an
opportunity to be heard .having been given to all other persons requesting to be
heard in accordance with the Scheduling Order; the Court having determined that
no cite to .ihe class certified in the Action pursuant to the aforesaid Scheduling Order
(the "Class") was adequate and sufficient; and the entire matter of the proposed
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2
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PLAINTIFFS BRIEF IN SUPPORT OF PROPOSED SETTLEMENT AND PETITION FOR AWARE OF ATTORNEYS FEES
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EXTRACTED KEY WORDS
COURT FEE PLAINTIFF DEL AWARD DEFENDANTS COUNSEL DISCLOSURE CHANCERY DELAWARE ATTORNEYS STOCKHOLDERS EXPENSES NATURE SUPR NORTH FACE PROPOSED SETTLEMENT CLASS ACTION SHAREHOLDERS ACQUISITION COURT RULES CONNECTION REPRESENTATION INJUNCTION INFORMATION STATEMENT SUPPLEMENTAL DISCLOSURE CONTINGENT LITIGATION FEE REQUEST |
IN THE COURT 0:F CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
JEFFREY K. POLACHECK, >
Plaintiff, j'i
V. CA. No. 18152 ,... t
VF CORPORATION, SEQUOIA :,
ACQUISITION, INC., MACKEY J. 1
MCDONA.LD, ROBERT K. SHEARER,
CANDAC:E S. CUMMINGS, ROBERT
P. BUNJE AND MICHAEL DOYLE,
Defendants.
PLAINTIFF'S B:RIEF IN SUPPORT OF (1) THE PROPOSED
SETTLEMENT AND (2) PLAINTI:FF'S COUNSEL'S PETITION
FOR AN AWARD OF ATTORmYS' FEES AND EXPENSES
PRICKET, JONES & ELLIOTT
Rona1.d A. Brown, Jr.
1310 King Street
Wilmington, Delaware 19801
(302) 888-6500
Attorneys for Plaintiff
OF COUNSEL:
SUSMAN & WATKINS
Arthur T. Susman
Charles R. Watkins
Two First National Pla.za
Suite 600
Chicago, Illinois 60603
(3:12) 346-3466
Dated: October 26, 2000
TABLEOFCO:NTENTS
NATURE AND STAGE OF THE PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
STATEMENT OF FACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARGUME NT.. . . . . . . . . . . . . . .". . .., .,, . . . . . . . . . . . . . . . ..,. . . . . . .
SNIPPETS:
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3
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STIPULATION AND AGREEMENT OF COMPROMISE AND SETTLEMENT
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EXTRACTED KEY WORDS
STIPULATION COURT PLAINTIFF DEFENDANTS NORTH FACE PARTIES DISCLOSURE STOCKHOLDERS MERGER HERETO FEES ATTORNEYS EXPENSES EXECUTORS APPROVING PLAINTIFFS COUNSEL RELEASING JUDGEMENT CONNECTION COMPLAINT LAW AGREEMENT PURSUANT EXHIBIT MEMBER ASSERTING CHANCERY DISMISSING RELATING |
/
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE v
I <-2
IN AND FOR NEW CASTLE COUNTY
JEFFREY K. POLACHECK, >
Plaintiff,
V. i C.A. No. 1.8152
VF CORPORATION, SEQUOIA
ACQUISITION, INC., MACKEY J. )
MCDONALD, ROBERT K. SHEARER, )
CANDACE S. CUMMINGS, ROBERT )
P. BUNJE AND MICHAEL DOYLE, )
Defendants. i
STIPULATION AND AGREEMENT
OF COMPROMISE AND SETTLEMENT
The parties to the above-captioned civil action (the "Action"), by and through
their undersigned attorneys, hereby submit this Stipulation and Agreement of
Compromise and Settlement for the Court's approval:
WHEREAS:
A. On or about July 12, 2000, an information statement (the "Information
Statement") was disseminated to the public common stockholders of The North
Face, Inc. ("North Face" or the `Company"). The Information Statement indicated
that a North Face stockholders' meeting would be held on August 14, 2000 at which
North Face's largest common stockholder. VF Corporation ("VF"), would vote its
80% stockholdings in favor of a merger of North Face and Sequoia Acquisition, Inc.
(the "Merger"). The Merger was the second-step in a two-step acquisition of North
Face by VF. The Information Statement explained to the North Face stockholders
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4
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CLASS ACTION COMPLAINT
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EXTRACTED KEY WORDS
STOCKHOLDERS INFORMATION STATEMENT MERGER PLAINTIFF PRICE MINORITY STOCKHOLDERS CONNECTION CLASS ACTION COURT ACQUISITION COMMON STOCK CHANCERY FORCED SELLERS MATERIAL FACTS DISCLOSURE SPORTIVA TRANSACTIONS REASONABLE STOCKHOLDERS DEFENDANTS CLASS ACTION COMPLAINT PROPOSED ACQUISITION FREEZE-OUT MERGER FIDUCIARY DUTY CARBONDALE CALIFORNIA CORPORATE HEADQUARTERS RELOCATION COLORADO FACILITY ASSESSMENT APPRAISAL VALUATION |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
JEFFREY K. POLACHECK,
Plaintiff, >
V . C.A. No:
r
VF CORPORATION, SEQUOIA
ACQUISITION, INC., MACKEY J. >
MCDONALD, ROBERT K. SHEARER, ) . . -.-
s..,
CANDACE S. CUMMINGS, ROBERT ) -"
P. BUNJE AND MICHAEL DOYLE, L.
i (. : .j
Defendants. ) 3-.. `I?
. :
- I ) ..;
CLASS ACTION COMPLAINT
Plaintiff, by his attorneys, for his complaint alleges as follows:
NATURE OF CASE
1. This action challenges the proposed acquisition by VF Corporation ("VF')
of the approximately 20% of The North Face, Inc. ("North Face" or the "Company")
that it does not already own in a freeze-out merger at a price of $2 per share (the
"Merger"). An information statement (the "Information Statement") was mailed to the
Company's minority stockholders on or about July 13, 2000 in connection with a
stockholders' meeting scheduled for August 14, 2000 at which VF intends to vote its
80% stockholdings in favor of the merger. The Company's minority stockholders are
essential1.y forced sellers who must decide whether to accept the $2 per share or
demand appraisal. However, the Information Statement does not come close to
providing the minority stockholders with all of the material information necessary for
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