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1
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FINAL ORDER AND JUDGMENT
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EXTRACTED KEY WORDS
COURT SCHEDULING ORDER REPRESENTATIVES SETTLEMENT PLAINTIFFS STIPULATION CHANCERY COURT ACCORDANCE MEMBERS COUNSEL HEREBY PURSUANT ATTORNEYS ADEQUATE CHANCERY COURT RULES SUCCESSORS PREDECESSORS DEFENDANTS AFFILIATES MERGER DELAWARE COMPROMISE AFORESAID SCHEDULING ORDER PARTIES PROPOSED SETTLEMENT LAW COMMON DEFENSES OFTHE CLASS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY 1~ : -5
IN RE SUNRISE INTERNATIONAL LEASING CORP. ) Consolidated
SHAREHOLDERS LITIGATION > Civil Action No. 17768
FINAL ORDER AND JUDGMENT
A hearing having been held before this Court on January 17, 2001, pursuant to the Court's
Order of November 16, 2000 (the "Scheduling Order"), upon a Stipulation and Agreement of
Compromise, Settlement, and Release, dated October 19, 2000 (the "Stipulation"), of the above-
captioned action (the `Class Action"), which is incorporated herein by reference; it appearing that
notice of said hearing has been given in accordance with the aforesaid Scheduling Order; the
respective parties having appearing by their attorneys of record and having been heard; the Court
having heard and considered evidence in support of the proposed Settlement (as defined in the
Stipulation); an opportunity to be heard having been given to all other persons requesting to be
in accordance with the Scheduling Order; the Court having determined that notice to the Class
preliminarily certified in the Class Action, pursuant to the aforesaid Scheduling Order yas
and suffkient; and the entire matter of the proposed Settlement having been heard and considered by
the Court:
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED this day of
2001, that:
1. Based on the record of the Class Action, each of the provisions of Chancery Court
Rule 23(a) has been satisfied. Specifically, this Court finds that (1) the Class as defined in the
Scheduling Order was so numerous that joinder of all members was impracticable, (2) there were
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2
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PLAINTIFFS BRIEF IN SUPPORT OF PROPOSED SETTLEMENT AND APPLICATION FOR ATTORNEYS FEES
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EXTRACTED KEY WORDS
DEL COUNSEL SETTLEMENT FEES COURT EXPENSES PROPOSED SETTLEMENT SHAREHOLDERS AWARD MERGER ATTORNEYS SUNRISE CLASS REPRESENTATIVES KING SPECIAL COMMITTEE DELAWARE MINORITY SHAREHOLDERS BUYOUT GROUP LITIGATION DEFENDANTS CERTIFICATION WOLF POPPER LLP TYPICALITY COMMON STOCK TRANSACTION LEVY JAMES MERGER AGREEMENT BANCORP PIPER CLASS MEMBERS |
ORIGINAL
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
---A- ___------ 1
IN RE SUNRISE INTERNATIONAL I CONSOLIDATED
LEASING CORP. SHAREHOLDERS 1 CIVIL ACTION NO. 17768 NC
LITIGATION II
--s-m ___-----"-
IPLAINTIFFS' BRliEF IN SUPPORT OF
PROPOSED SETTLEMENT AND APPLICATION
FOR ATTORNEYS' FEES AND EXPENSES
ROSENTHAL, MONHAIT, GROSS
& GODDESS, P.A.
Norman M. Monhait Ls ;i
Suite 1401, Mellon Ba&:`Center 7::
P.0. Box 1070 2 . . :)I _ :
_ r-4
W i l m i n g t o n , D E 19899:;;:j ,`, ~~?.
(302) 656-4433 ;`~: 1
; . :, -.?
Liaison Counsel for Pla%iffs fZ
c:i; ;
OF COUNSEL: 3.: 7; r-3
:c c-23
WOLF POPPER LLP
Lester L. Levy
James A. Harrod
845 Third Avenue
New York, NY 10022
(212) 759-4600
GOODKIND LABATON RUDOFF
& SUCHAROW LLP
Emily C. Komlossy
100 Park Avenue
New York, New York 10017
(212) 818-0477
January 10, 2001
IrABLE OF CONTENTS
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3
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STIPULATION AND AGREEMENT OF COMPROMISE SETTLEMENT AND RELEASE
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EXTRACTED KEY WORDS
SUNRISE KING MANAGEMENT COURT STIPULATION SETTLEMENT PARTIES AGREEMENT CLASS ACTION SPECIAL COMMITTEE COUNSEL MERGER AGREEMENT CHANCERY DELAWARE PETER STOCKHOLDERS AFFILIATES ATTORNEYS BANCORP PIPER PLAINTIFFS DEFENDANTS CASTLE COUNTY SUNRISE INTERNATIONAL LEASING PRINCIPAL EXECUTIVE OFFICES OUTSTANDING SHARES COMMON STOCK COMPROMISE MINNESOTA DEVELOPING MARKETORIENTED VENDOR DIRECTORS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
In Re Sunrise International Leasing Corp. Consolidated
Shareholders Litigation Civil Action No. 17768
STIPC'LATION AND AGREEMENT
OF COMPROMISE, SETTLEMENT AND RELEASE
The parties to the above-captioned action, by and through their respective attorneys,
entered into and propose the following Stipulation and Agreement of Compromise, Settlement, and
Release (the "Stipulation") for the approval of the Court of Chancery of the State of Delawa:re,
for New Castle County (the "Cou.rt"):
WHEREAS,
A. Sunrise International Leasing Corporation ("Sunrise") is a Delaware corporation
its principal executive offices located at 5500 Wayzata Boulevard, Suite 72.5
Valley, Minnesota 55416. Sunrise is principally engaged in developing market-
oriented vendor programs emphasizing customized lease and rental programs for
vendors of high technology, telecommunications, and other capital equipment, and
providing such vendors with lease financing.
B. The King Management Corporation ("King Management") is a Minnesota
corporation with its principal executive offices located at 5500 Wayzata
Suite 750, Golden Valley, Minnesota 55416. King Management is principally
engaged in the leasing of computer and other technology equipment, the sale of
software and the opera.ting of coinoperated copiers. King Management is a
held company owned by Peter J. K.ing and his affiliates.
1962551v8 1
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4
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CLASS ACTION COMPLAINT
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EXTRACTED KEY WORDS
KING DEFENDANTS PLAINTIFF SHARES MEMBERS COMMON STOCK INDIVIDUAL DEFENDANTS OFFICER SHAREHOLDERS OUTSTANDING KING MANAGEMENT THOMAS KING FIDUCIARY DUTIES NET INCOME STOCKHOLDERS GROWTH FINANCING DIRECTORS CENTS COURT ROBERT ALLEGES CHIEF CHAIRMAN COMMITTEE BRATTAIN REVENUES PRIOR EARNINGS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
__________________________I_____________--------------------- X
ROBERT ROBERTS, on behalf of himself
and all others similarly situated,
Plaintiff,
-against- Civil Action No.
PETER J. KING, DONALD R. BRATTAIN, :
THOMAS R. KING, JEFFREY G. JACOBSEN :
and SUNRISE INTERNATIONAL
LEASING CORP., ;
i
Defendants.
.-I
_____I______________-----------------------------------------x
CLASS ACTION COMPLAINT
Plaintiff, by and through his attorneys, alleges the following upon information and
belief, except as to paragraph 2, which is alleged upon personal knowledge:
THE PARTIES
1. Plaintiff brings this action as a class action on behalf of himself and
other stockholders of Sunrise International Leasing Corp. ("Sunrise" or the "Company") who are
similarly situated, to void and enjoin defendants' efforts to deprive the Company's minority
shareholders of their equity interest in Sunrise at a grossly unfair and inadequate price and to
usurp the benefits of the Company's growth and future prospects for defendants' own benefit.
2. Plaintiff Robert Roberts is and has been at all relevant times the owner
shares of Sunrise common stock.
3. Defendant Peter J. King ("King") is and has been at all relevant times the
Chief Executive Officer and a director of Sunrise, and also served as Chief Financial Officer of
the Company from April to June 1998, Chairman of the Board from February 1995 to February
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