IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY I
- -x
SHERRI SMITH,
Plaintiff,
-against- CLASS ACTION COMPLAINT
MICHAEL HISLOP, LAWRENCE F. LEVY,
DEAN CORTOPASSI, W. SCOTT HEDRICK,
LAWRENCE B. MINDEL, F. WARREN
HELLMAN, W. HOWARD LESTER,
IL FORNAIO AMERICA CORPORATION,
and BRUCKMAN, ROSSER, SHERRILL
& co., L.L.C.
Defendants.
Plaintiff, by her attorneys, alleges upon information and
belief, except as to paragraph. I which plaintiff alleges upon
knowledge, as follows:
1. Plaintiff Sherri Smith is the owner of common stock
of 11 Fornaio America Corporation ("11 Fornaio" or the "Company").
2. 11 Fornaio is a corporation duly organized and
existing under the laws of the state of Delaware, with its
principal executive offices located at 770 Tamalpais Drive, Carte
Madera, California 94925. 11 Fornaio owns and operates an Italian
restaurant chain. As of November 8, 2000 there were over 5.8
million shares of 11 Fornaio common stock outstanding.
3. Defendant Michael Hislop is Chief Executive Officer,
President and a member of the Company's Board of Directors.
4. Defendant Lawrence F. Levy is a Director of I1
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
Plaintiff, by her attorneys, alleges upon information and
Plaintiff Sherri Smith is the owner of common stock
of 11 Fornaio America Corporation.
President and a member of the Company's Board of Directors.
collectively referred to herein as the llIndividual Defendants."
Chancery, on behalf of all common stockholders of I1 Fornaio, or their successors in
There are questions of law and fact which are
the other members of the Class and plaintiff has the same interests
varying adjudications with respect to individual members of the
Defendants have acted, or refused to act, on grounds
agreement whereby the Company would be acquired by Bruckman,
Rosser, Sherrill & Co., L.L.C, an investment
a significant equity interest in the Company.
transaction and they can:not be expected to act in the best interest
The purpose of the proposed acquisition is to enable
11 Fornaio's management and directors to participate in the
benefit at the expense of 11 Fornaio's public stockholders.
control to benefit themselves in this transaction, to the detriment
In approving the buyout,
have committed or threatened to commit the following acts to the
by igncring the full value of its assets and future prospects.
conflicts of interest and are acting to better their own interests
abetted the breaches of fiduciary duty committed by the other
are breaching their fiduciary duties to the Class.
to cast informed votes on the proposed buyout and may consummate
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