IN THE COURT OF CHANCERY OF THE STATE OF DELAW$& J ;:"; ,I
IN AND FOR NEW CASTLE COUNTY ,j: ,; .,
,. :
LORl INGERSOLL GAYLORD, LISA MARCH :
GAYLORD and KIMBERLY INGERSOLL :
GAYLORD,
Plaintiffs,
V.
JOHN DOAR, DIETER FEISEL, LOWELL
DAVIS, DAN LeBLOND, RICHARD LeBLOND, :
HELMUT BELZ, JURGEN JENRLCH,
ANDRIES RUIJSSENAARS,
INGERSOLL INTERNATIONAL, INC.,
INGERSOLL CUTTING TOOL CO., and
INGERSOLL WERKZEUGE GmbH,
Defendants.
COMPLAINT
Plaintiffs Lori Ingersoll Gaylord, Kimberly Ingersoll Gaylord and Lisa March
Gaylord, by their undersigned attorneys, hereby allege for their Complaint as follows:
Introduction
1. Defendant Ingersoll International, Inc. ("Ingersoll"), a Delaware corporation, is a
world renown manufacturer of special machine tools for the machine industry - i.e., machines
used to make machines. Ingersoll was founded 113 years ago by Winthrop Ingersoll and is
owned by his descendants directly and through a series of test,amerltary trusts.
2. On September 24,2000, Ingersoll's management disclosed to the shareholders
they were negotiating a sale of substantially all of the Company's assets to Defendant Iscar Ltd.
("Iscar"). Ingersoll's chairman, Defendant John Doar, refused to provide any details of the sale,
declining even to reveal the expected price.
1
SNIPPETS:
LORl INGERSOLL GAYLORD, LISA MARCH:
Plaintiffs Lori Ingersoll Gaylord, Kimberly Ingersoll Gaylord and Lisa March
Gaylord, by their undersigned attorneys, hereby allege for their Complaint as follows:
world renown manufacturer of special machine tools for the machine industry - i.e.,
owned by his descendants directly and through a series of test,amerltary trusts.
On September 24,2000, Ingersoll's management disclosed to the shareholders
they were negotiating a sale of substantially all of the Company's assets to Defendant Iscar
the proposed transaction wou:ld be devastating to Ingersoll
Ingersoll had been negotiating a transaction with Iscar for at least eleven months,
Board grudgingly scheduled a shareholder vote.
Delaware General Corporation Law.
the manner in which Defendants doled out what little information they disclosed,
recognizing votes and consents that were not legally voted in favor of the sale.
voting shares are descendants of Ingersoll's founder,
Ingersoll's whollyowned subsidiaries include Defendant Ingersoll Cutting Tool 120.
corporation, and Ingersoll Werkzeuge GmbH, a German corporation.
Gaylord, are direct descendants of Winthrop Ingersoll and reside, rl:spectively, in, Naples,
Gaylord -- 11.5% of the total outstanding.
Defendant John Doar is Ingersoll's Chairman and Defendant Dieter Feisel is its CEO.
During the week of October 23, Robert Gaylord learned from another shareholder
Agreement for breach of representations and warranties and covenants etc. as
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