 |
 |
|
|
|
|
|
|
|
| | | |
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
1
.
ORDER AND FINAL JUDGMENT
|
EXTRACTED KEY WORDS
SETTLEMENT PARTIES SCHEDULING ORDER STIPULATION ACCORDANCE MEMBERS CHANCERY COURT RULE REPRESENTATIVES PLAINTIFF DEFENDANTS COMPROMISE HEREBY LAW INDIVIDUAL MEMBERS BREACH DUTY JUDGEMENT PREJUDICE VIOLATION DIRECTORS THERETO JSB PURSUANT ATTORNEYS ADEQUATE MATTER COMMON ADJUDICATIONS PARTY |
IN THE COURT OF CHANCERY OF THE STATIE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
ELLIOT WOLFSON,
Plaintiff,
V. i C.A. No. 17741-NC
JSB FINANCIAL, INC., PARK T.
ADIKES, JOSEPH C. CANTWELL,
J A M E S E . GIBBONS, JR., z
EDWARD P. HENSON, RICHARD
M. CUMMINS, HOWARD J. ii
DIRKES, JR., CYNTHIA 9
GIBBONS, ALFRED F. KELLY,
RICHARD W. MEYER, ARNOLD :
B. PRITCHER, and NORTH FORK
BANCORPORATION, INC., I
Defendants.
ORDER AND FINAL JUDGMEPB
A hearing having been held before this Court on April 5, 2000, pursuant to
this Court's Order of February 2, 2000, (the "Scheduling Olrder"), upon a Stipulation
and Agreement of Compromise and Settlement, dated February 1, 2000 (the
"Stipulation") of the above-captioned 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 of record; the Court havi.ng 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 w&h the
7942.4\107489Vl
SNIPPETS:
|
|
2
.
ORDER PURSUANT TO CHANCERY COURT RULE 23
|
EXTRACTED KEY WORDS
SETTLEMENT STIPULATION PLAINTIFF MEMBER JSB REPRESENTATIVES PROCEEDING DEFENDANTS JUDGEMENT CHANCERY COUNSEL SETTLEMENT HEARING OBJECTIONS PURSUANT PARTIES PREJUDICE CERTIFICATION HOLDERS REASONS DIRECTS DISMISSING PURPOSES COMMON STOCK ADEQUATE PARTY FEES EXPENSES ATTORNEYS BENEFICIAL OWNERS |
IN THE COURT OF CHANCERY OF THE STA.TE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
ELLIOT WOLFSON,
Plaintiff,
V. 5 C.A. No. 17741-NC
JSB FINANCIAL, INC., PARK T.
ADIKES, JOSEPH C. CANTWELL, ii
JAMES E. GIBBONS, JR.,
EDWARD P. HENSON, RICHARD I
M. CUMMINS, HOWARD J.
DIRKES, JR., CYNTHIA 1 .:
GIBBONS, ALFRED F. KELLY, .Z`
,,,
RICHARD W. MEYER, ARNOLD I CC'
,- `., --d
B. PRITCHER, and NORTH FORK ._
BANCORPORATION, INC., i
Defendants.
ORDER PURSUANT TO CHANCERY COURT RULE 23
The parties to the above-captioned action (the "Action") having applied
pursuant to Chancery Court Rule 23(e) for an Order to approve the proposed
settlement of the Action in accordance with the Stipulation and Agreement of
Compromise and Settlement entered into by the parties, dated as of February 1,
2000 (the "Stipulation"), and for the dismissal of the Action with prejudice upon the
terms and conditions set forth in the Stipulation (the "Settlement") and the
Stipulation contemplating certification by this Court of the class in the Action solely
for purposes of settlement, and the Court having read and considered the
Stipulation and accompanying documents, and all parties having consented to the
entry of this Order,
7942.4\107489vl
SNIPPETS:
|
|
3
.
ANSWER
|
EXTRACTED KEY WORDS
COMPLAINT PARAGRAPH RESPONSE DEFENDANTS JSB MERGER AGREEMENT HEREBY FIRST SENTENCE NORTH FORK PROXY STATEMENT COURT CYNTHIA GIBBONS DEFENDANTS REFER OFTHE COMPLAINT DELAWARE RICHARD PLAINTIFF INDICATIONS COMMON STOCK ALLEGATIONS OFPARAGRAPH RELIANCE MERGER CHANCERY PRITCHER ATTORNEYS RICHARDS SPECIAL MEETING STOCKHOLDERS MEETING INFORMATION SUFFICIENT DEFENDANTS HEREBY INCORPORATE REFERENCE |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
ELLIOT WOLFSON,
Plaintiff,
;
V.
; CA. No. 17741-NC
JSB FINANCIAL, INC., PARK T. ADIKES,
JOSEPH C. CANTWELL, JAMES E. 1
GIBBONS, JR., EDWARD P. HENSON,
RICHARD M. CUMMINS, HOWARD J. ;
DIRKES, JR., CYNTHIA GIBBONS,
ALFRED F. KELLY, RICHARD W. MEYER 1
ARNOLD B. PRITCHER AND NORTH
FORK BANCORPORATION, INC., ;
Defendants. t
:,'
rr':
ANSWER y;`:, ,_
,A.(,".
Defendants JSB Financial, Inc. ("JSB"), Park T. Adikes, Joseph C. Cantwell, Ja&es'E. '
:__ __? _,
Gibbons, Jr., Edward P. Henson, Richard M. Cummins, Howard J. Dirkes, Jr., Cynthia Gibbons,`
c,;:,.
Alfred E. Kelly, Richard W. Meyer and Arnold B. Pritcher (collectively, "Defend%&"), l$ and
through their attorneys Richards, Layton & Finger, hereby answer plaintiffs complaint in this
dated January 14, 2000 (the "Complaint") as follows:
1. The allegations in the first sentence of paragraph 1 of the Complaint state a legal
conclusion or description as to which no response is required. To the extent a response is required
to the allegations in the first sentence of paragraph 1 of the Complaint, such allegations are
except that it is admitted that plaintiff purports to bring this action as a class action to enjoin
rescind the proposed merger between North Fork Bancorporation, Inc. ("North Fork") and JSB (the
"Merger") the terms of which are set forth in an Amended and Restated Agreement and Plan of
RLFl-2110674-I -l-
SNIPPETS:
|
|
4
.
MOTION FOR EXPEDITED PROCEEDINGS
|
EXTRACTED KEY WORDS
COURT DEFENDANTS DEL NORTH FORK JSB CHANCERY COURT RULE EXPEDITED PROCEEDINGS COMPLAINT INJUNCTION PLAINTIFFS MOTION MERGER STOCKHOLDERS PURSUANT DELAWARE GIBBONS SCHEDULING IRREPARABLE HARM SLIP PRELIMINARY INJUNCTION DIRECTORS REQUEST ELLIOT WOLFSON RICHARD BANCORPORATION STOCK DUTY INDIVIDUAL DEFENDANTS RELIEF PREMIUM TRANSACTION |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
ELLIOT WOLFSON,
Plaintiff,
V. C.A. No. 1 ?r'(`Y'!C
JSB FINANCIAL, INC., PARK T.
ADIKES, JOSEPH C. CANTWELL,
JAMES E. GIBBONS, JR.,
EDWARD P. HENSON, RICHARD
M. CUMMINS, HOWARD J.
DIRKES, JR., CYNTHIA
GIBBONS, ALFRED F. KELLY,
RICHARD W. MEYER, ARNOLD
B. PRITCHER, and NORTH FORK
BANCORPORATION, INC.,
Defendants.
NOTICE OF MOTION
TO: The Above-Named Defendants
PLEASE TAKE NOTICE that plaintiff will present the attached Motion for
Expedited Proceedings to the Court at the earliest convenience of the Court,
PRICKETT, JONES & ELLIOTT
cc Ll_l*
RonadA. Brown, Jr.
Elizabeth A. Wilburn
1310 King Street, P.O. Box 1328
Wilmington, DE 19899
(302) 888-6500
Attorneys for Plaintiff
Dated: January 14, 2000
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
ELLIOT WOLFSON,
Plaintiff,
SNIPPETS:
|
|
5
.
COMPLAINT
|
EXTRACTED KEY WORDS
STOCKHOLDERS JSB MERGER INDIVIDUAL DEFENDANTS PROXY STATEMENT FIDUCIARY DUTY ACQUISITION STOCK CLASS ACTION COMMON MATERIAL FACTS CONNECTION VOTE DIRECTORS BIDDER MERGER AGREEMENT PROPOSED ACQUISITION PLAINTIFF MARKET PRICE NORTH FORK BID DISCLOSURE FIDUCIARY DUTIES MATERIALLY MISLEADING FORK BANCORPORATION ACTIVE BIDDING PROCESS NCA BUSINESS JUDGMENT TRANSACTION MATERIALLY ADVERSE EFFECT |
\
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
ELLIOT WOLFSON,
i
Plaintiff, )
V.
; C.A. No. `) =p,dJQ- :
JSB FINANCIAL, INC., PARK T. ADIKES, ) : ..-._
JOSEPH C. CANTWELL, JAMES E. 1
GIBBONS, JR., EDWARD P. HENSON, :
RICHARD M. CUMMINS, HOWARD J. ,' :in' `I
DIRKES, JR., CYNTHIA GIBBONS, - ,I. m-:
. . . . ,;
ALFRED F. KELLY, RICHARD W. MElYER, :, - I
ARNOLD B. PRITCHER AND NORTH:
FORK BANCORPORATION, INC.
Defendants. ;
COMPLAINT
1. This is an individual and class action on behalf off common
stockholders of JSB Financial, Inc. ("JSB" or the "Company") seeking, inter
_ _ alia
to
->
enjoin or rescind the proposed acquisition of JSB by North Fork Bancorporation,
Inc. ("North Fork"). The proposed acquisition is to be effectuated through a Merger
of JSB with and into North Fork. The Merger is scheduled to be submitted to a vote
of JSB's stockholders on February 10, 2000.
2. The Merger should be enjoined because (a) it is the product of
breaches of fiduciary duty, described at length below, by the directors of JSB and
aided and abetted by North Fork; (b) the individual defendants have failed to
disclose and misstated material facts to the JSB stockholders in a proxy statement
SNIPPETS:
|
|
|
| | | |
|
|
