IN AND FOR IN THE COURT OF CHANCERY OF THE STATE OF DELAWA
IN AND FOR NEW CASTLE COUNTY
HAROLD HIRT,
Plaintiff,
-against-
U.S. TIMBERLANDS SERVICES COMPANY, :
L.L.C., JOHN M. RUDEY, A.UBREY L. COLE, :
GEORGE R. HORNIG, WILLIAM A. WYMAN, :
ALAN B. ABRAMSON, ROBERT F. WRIGHT :
and U.S. TIMBERLANDS C'OMPANY, L.P., :
Defendants.
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Plaintiff, fo,r his complaint against defendants, alleges upon personal knowledge as to
himself, and upon information and belief as to all other allegations herein, as follows:
THE PARTIES
1. Plaintiff owns limited partnership units of U.S. Timberlands Company, L.P., a
Delaware limited partnership ("Timberlands" or the "Partnership":i.
2. Timberlands is engaged primarily in the business of growing trees and the sale of
logs and standing timber.
3. Defendant U.S. Timberlands Services Company, L.L.C. ("Timberlands LLC") is
a Delaware limited liability company and the general partner of the Partnership.
4. John M. Rudey is the Chairman, Chief Executive Oifficer, President and a Director
of the general partner and beneficially owns or controls 36.5% of the Partnership's total Units
outstanding.
5. Defendants Aubrey I,. Cole, George R. Hornig, Wi:l.liam A. Wyman, Alan B.
SNIPPETS:
IN AND FOR IN THE COURT OF CHANCERY OF THE STATE OF DELAWA
-against-GEORGE R. HORNIG, WILLIAM A. WYMAN,:
Plaintiff, fo,r his complaint against defendants, alleges upon personal knowledge as to
Delaware limited partnership ("Timberlands" or the "Partnership":i.
of the general partner and beneficially owns or controls 36.5% of the Partnership's total
good faith, candor, loyalty and fair dealing to the public unitholders of Timberlands.
This action is properly maintainable as a class actia'n for the following reasons:
(4 The Class is so numerous that joinder of all members is impracticable.
There are in excess of 12.8 m.illion units of Timberlands units whilch are outstanding,
There are questions of law and fact that are common to the Class,
Whether the defendants are violatiq their fiduciary duties to
Accordingly, plaintiff is an adequate
would create the risk of inconsistent or varying adjudications with respect to individual
applicable to, and causing injury to., the Class and, therefore, preliminary and final
power between defendants and the class members is unequal, making it unfair for defendants to
In that regard, defi,:ndants must adequately ensure
that no conflict of interest exists between their own interests and their fiduciary
Plaintiff seeks preliminary and permanent injunctive relief and declaratory relief
fiduciary duties in the proposed buy-out.
Enjoining the buy-out transaction or, if such transaction is consummated,
Awarding plaintiff and the Class compensaiory and/or rescissory damages;
New York, New York 10018
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