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1
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ORDER AND FINAL JUDGMENT
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EXTRACTED KEY WORDS
CONSOLIDATED ACTION COURT STIPULATION HEREBY REPRESENTATIVES MEMBERS LAW PARTIES JUDGEMENT DEFENDANTS PLAINTIFFS ACCORDANCE ATTORNEYS MERGER EXECUTORS PROVISIONS DIRECTORS RELEASING STOCK ADMINISTRATORS ADEQUATE FACTS COMMON EXPENSES SCHEDULING ORDER PROPOSED SETTLEMENT HEIRS SUCCESSORS FOREGOING |
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IN THE COURT OF CHANCERY OF THE STATE OF DEk&ARE :
::. ,
IN AND FOR NEW CASTLE COUNTY j`, .' : ; :
.-
IN RE BOISE CASCA.DE OFFICE PRODUCTS ) CONS&DATED -;:
CORPORATION SHAREHOLDER LITIGATION ) C.A. No. +&NC ` =
: C1
- `,`.' c.3
ORDER AND FINAL JUDGMENT .. .
A hearing having been held before this Court on October 12,2000,
pursuant to this Court's Order dated August 2 1,200O (the "Scheduling Order"), upon
a Stipulation of Settlement (the "Stipulation") filed in the above-captioned consoli-
dated action (the "Consolidated Action"), which (along with the defined terms
therein) is incorporated herein by reference; it appearing that due notice of said hear-
ing has been given in accordance with the aforesaid Order; the respective parties
having appeared by their attorneys of record; the Court having heard and considered
evidence in support of the proposed settlement (the "Settlement") set forth 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 accor-
dance with the Scheduling Order; the Court having determined that notice to all
persons or entities who held stock of Boise Cascade Office Products Corporation
("BCOP") (other than defendants and their affiliates), of record or beneficially, at any
time from the opening of business on December 1, 1999 through the close of the
Merger that is the subject of this Consolidated Action on April 20,200O (including
the legal representatives, heirs, executors, administrators, transferees, successors and
assigns of all such foregoing hoiders, the ("Class") was adequate and sufficient; and
the entire matter of the proposed Settlement having been heard and considered by the
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2
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PLAINTIFFS BRIEF IN SUPPORT OF PROPOSED SETTLEMENT
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EXTRACTED KEY WORDS
COUNSEL FEE COURT SHAREHOLDERS SETTLEMENT LITIGATION DEL PROPOSED SETTLEMENT EXPENSES BCC SUPR BCOP ATTORNEYS SPECIAL COMMITTEE FACTS LLP BOISE CASCADE OFFICE STANDARDS FINANCIAL ADVISOR REPRESENTATIVES TRANSACTION NEGOTIATIONS REIMBURSEMENT DEFENDANTS APPROXIMALE CLASS MEMBERS FEE AWARD CSFB INITIATION |
/`. ).
i ) ).,,, I
t. 9 1 $ $ l/j 8 ;y `T, ti
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE BOISE CASCADE OFFICE
L- Consolidated Civil
PRODUCTS CORPORATION Action No. 17615NC
SHAREHOLDER LITIGATION
PLAINTIFFS' BRIEF IN SUPPORT OF PROPOSED SETTLEMENT AND
APPLICATION FOR ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES
CHIMICLES & TIKELLIS LLP
Pamela S. Tikellis
Timothy R. Dudderar
One Rodney Square
P.O. Box 1035
Wilmington, DE 19899
(302) 656-2500
Co-Lead and Co-Delaware Liaison
Counsel for Plaintiffs
ROSENTHAL MONHAIT GROSS
& GODDESS, P.A.
Norman M. Monhait
Mellon Bank Center, Suite 1401
P.O. Box 1070
Wilmington, DE 19899
(302) 656-4433
Co-Delaware Liaison Counsel for
Plaintiffs
OF COUNSEL:
Goodkind, Labaton, Rudoff E; Sucharow, LLP
100 Park Avenue, 12th Float
New York, NY 10017
Faruqi & Faruqi, LLP
320 East 3gth Street
New York, New York 10016
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3
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CLASS ACTION COMPLAINT
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EXTRACTED KEY WORDS
PLAINTIFF DEFENDANTS BOISE CASCADE MEMBERS OFFICER SHAREHOLDERS TRANSACTION COMMON STOCK EXECUTIVE OFFICER SHARES FIDUCIARY DUTIES OUTSTANDING ADEQUATE LAW BREACHING DAMAGES COMMITTEE DECLARING CHIEF EXECUTIVE OFFICER CONTROL REASONS OWNERSHIP PRESIDENT OWES FIDUCIARY DUTIES MINORITY FOREGOING DIRECTORS AFFECTING PROPER |
I :
, `L" +,7
+ v Ii ~ ;,+- c
/I :/ ff
I
ii; 2 ? I, $- " IN THE COURT OF CHANCERY OF THE STATE OF
I &iv IN AND FOR NEW CASTLE COUNTY
__________-___--_---------------------------------------------- X
ERNEST HACK,
on behalf of himself and all others Civil Action
similarly situated,
Plaintiff,
v.
BOISE CASCADE OFFICE PRODUCTS :
CORPORATION, JOHN B. CARLEY,
JAMES G. CONNELLY, III, THEODORE ;
CRUMLEY, PETER G. DANIS, JR., GEORGE:
J. HARAD, CHRISTOPHER C. MILLIKEN, :
A. WILLIAM REYNOLDS, DONALD E. :
ROLLER, and BOISE CASCADE
CORPORATION,
Defendants. :
______-I__-__-------------------------------------------------- X
CLASS ACTION COMPLAINT
Plaintiff, by his attorney, alleges upon information and
respect to his ownership of Boise Cascade Office Products Corporation ("BCOP" or
the "Company") common stock, which is alleged upon personal knowledge, as follows:
PARTIES
1. Plaintiff is the owner of the common stock of defendant
2. Boise Cascade Office Products Corporation is a Delaware
with executive offices at 800 West Bryn Mawr Avenue, Itasca, Illinois. BCOP
office supplies, furniture and other products. As of October 31, 1999, BCOP had
approximately 65.8 million shares of common stock outstanding held by 9,000
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