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1
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PLAINTIFFS BRIEF IN SUPPORT OF CLASS CERTIFICATION PROPOSED SETTLEMENT AND APPLICATION FOR ATTORNEYS FEES
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EXTRACTED KEY WORDS
COUNSEL FEE SETTLEMENT COURT DEL EXPENSES ACQUISITION PROPOSALS SHAREHOLDERS HEICO PARTIES ATTORNEYS AGREEMENT TRANSACTION REQUEST ROBERTSON-CECO LITIGATION SPECIAL COMMITTEE DEFENDANTS WOLF POPPER LLP REVISED ACQUISITION REPRESENTATIVES BERNSTEIN LIEBHARD CERTIFICATION SUPPORT PLAINTIFFS AFFILIATES STOCKHOLDER CLASS MEMBERS NEGOTIATIONS |
ORIGINAL
IN THE COURT OIF C:HANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
--
IN RE ROBERTSON-CECO 1 CONSOLIDATED
CORPORATION SHAREHOLDERS CIVIL ACTION NO. 17641 NC&' (3
LITIGATION *y.-: ._..
..-I.
- - :! -: I-.
. . . . 1
f"L`.
h, .-; - .;- ~.J
-.7' . 0 . .*
T."
PLAINTIFFS' BRIEF IN SUPPORT OF r:`:
CLASS CERTIFICATION, PROPOSED SETTLEMENT ANIf; -i ' 2
APPLICATION FOR ATTORNEYS' FEES AND EXPENSE@
;j :
"i-
ROSENTHAL, MONHAIT, GROSS
& GODDESS, P.A.
Norman M. Monhait
Suite 1401, Mellon Bank Center
P.O. Box 1070
Wilmington, DE 19899
(302) 656-4433
Liaison Counsel for Plaintiffs
OF COUNSEL:
Robert M. Kornreich
Chet B. Waldman
Kent A. Bronson
WOLF POPPER LLP
845 Third Avenue
New York, NY 10022
Stanley D. Bernstein
Jeffrey M. Haber
BERNSTEIN LIEBHARD & LIFSHITZ LLP
10 East 40th Street
New York, NY 10016
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2
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STIPULATION AND AGREEMENT OF COMPROMISE SETTLEMENT AND RELEASE
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EXTRACTED KEY WORDS
SETTLEMENT DEFENDANTS HEICO PARTIES COURT STIPULATION ROBERTSON-CECO AGREEMENT OUTSTANDING COMMON SHARES ATTORNEYS COUNSEL MICHAEL ROBERTSON-CECO CORPORATION COMMON STOCK PRICE MERGER CHANCERY TRADED DELAWARE CORPORATION COMPROMISE EXPENSES CALIFORNIA CONDITIONS SET DIRECTORS PLAINTIFFS SETTLED CLAIMS HEICO COMPANIES LLC HEICO HOLDING ACCORDANCE |
IN THE COURT OF CHANCERY OF `THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY 4
IN RI3 ROBERTSON-CECO CORPORATION ) CONSOLIDATED
SHAREHOLDERS LITIG,4TION, > Civil Action No. 17641
STIPULATION AND AGREEMENT OF
COMPROMISE. SETTLEMENT AND RELEASE
-__
The parties to the above-captioned consolidated class action, by and through their
under-s&red attorneys, hereby submit this Stipulation and Agreement of Compromise,,
Settlement and Release (the "Settlement" or "Stipulation") for the Court's approval:'
WHEREAS:
A. Robertson-Ceco Corporation ("Robertson-Ceco") is a publicly,
traded Delaware corporation that manufactures pre-engineered metal buildings for
commercial and industrial uses. Defendant Michael E. Heisley, Sr. controls defendant The
Heico Companies, LLC ("Heico") and defendant Heico Holding, Inc. Collectively,
defendants Heisley, Heico and Heico Holding, Inc. (hereafter "Heico and its AtIiliates")
own approximately 99% of Robertson-Ceco's outstanding common shares,
B. On December 8, 1999, Robertson-Ceco announced that it had
received a proposal from Heico to acquire all of Robertson-Ceco's common stock not
already held by Heico and its AfIiliates (the "Proposal") at a price of $10.00 per share.
Contemporaneously with th.e announcement of Heico's Proposal, Robertson-Ceco
announced that, in light of the interest of certain members of its board of directors in the
Proposal, including Michael 1% Heisley, Sr. and E.A. Roskovensky, a special committ.ee
(the "Special Committee") had been appointed to evaluate, negotiate and respond to the
WP3:475773.5 566~S5.1001
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3
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CLASS ACTION COMPLAINT
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EXTRACTED KEY WORDS
PLAINTIFF ROBERTSON-CECO HEICO MEMBERS STOCK COMMON TRANSACTION HEISLEY LAW OFFICER CONTROLS FIDUCIARY DUTIES SAGE DIRECTORS SHAREHOLDERS BUSINESS BREACH DAMAGES COMMITTEE INADEQUATE PRICE STOCKHOLDERS ADJUDICATIONS PLAN DELAWARE DEFENDANT MICHAEL AFFILIATES REASON ADEQUATE |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
_________~_________-------------------------------.--------- X
EDWARD ABOFF,
Plaintiff,
- against - : Civil Action No. / r;lb L.f/ /t41
ANDREW G. C. SAGE, II, MICHAEL. E. : CLASS ACTION COMPLAINT
HEISLEY, SR., E. A. ROSKOVENSKY, :
FRANK A. BENEVENTO, II, STANLEY :
G. BERMAN, STANLEY H. MEADO'WS, :
GREG C. SAGE, MICHAEL E. HEISLEY, :
JR., ROBERTSON-CECO CORPORATION;
and THE HEICO COMPANIES, L.L.C., :
Defendants.
-__-____-___-__-_--_----------------------------,---------- X
Plaintiff, by his attorneys, alleges upon information and belief, except for
paragraph 2 hereof, which is alleged upon knowledge, as follows:
1. Plaintiff has been the owner of the common stock of Robertson-Ceco
Corporation ("Robertson-Ceco" or the "Company") since prior to the transaction herein
complained of and continuously to date
2. Robertson-Ceco is a corporation duly organized and existing under
the laws of the State of Delaware. The Company is a leading manufacturer of pre-
engineered metal buildings for commercial and industrial uses. The Company maintains
its principal offices at Terrace Tower II, 500 Executive Parkway, Suite 425,San Ramon,
California.
3. Defendant The Heico Companies, L.L.C. ("Heico") together with its
affiliates, owns or controls approximately 69.2% of the Company's outstanding common
stock. tleico is a privately owned hollding company based in Chicago, Illinois that owns
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