IN THE COURT OF CHANCERY IN THE STATE OF DEL.AW& " I
IN AND FOR NEW CASTLE COUNTY
ANTHONY REALA, x
Plaintiff,
UGLY DUCKLING CORP., CHRISTOPHER D.
JENNINGS, JOHN N. MACDONOUGH, FRANK P. j
WILLEY, ERNEST C. GARCIA II AND GREGORY ,
B. SULLIVAN,
Defendants.
x
COMPLAINT
Plaintiff, as and for his complaint, alleges upon information and belief, except as to
himself, which he alleges upon knowledge, as follows:
NATURE OF THE ACTION
I. . This is a stockholders' class action on behalf of the public stockholders of Ugly
Duckling Corp. ("Ugly" or the "Company"), against certain of its officers and directors of
Ugly to enjoin certain actions of defendants related to the proposed acquisition of the
outstandling shares of Ugly common stock by Ugly management to the exclusion of other
bona fide bidders.
THE PARTIES
2. Plaintiff Anthony Reala is and at all relevant times has been an owner of Ugly
common stock.
3. Ugly is a Delaware Corporation with its principal executive offices located at
252 Camelback 2225 E. Camelback, Ste 1150, Phoenix, Arizona. Ugly is the largest operator
of used (car dealerships focused exclusively on the sub-prime market. The Company
SNIPPETS:
Plaintiff, as and for his complaint, alleges upon information and belief, except as to
This is a stockholders' class action on behalf of the public stockholders of Ugly
Ugly to enjoin certain actions of defendants related to the proposed acquisition of the
outstandling shares of Ugly common stock by Ugly management to the exclusion of other
finances and services sub-prime contracts generated at its 77 Ugly Duckling
MacDonough, Frank P. Willey, Ernest C. Garcia II and Gregory B. Sullivan, constituted the
Board of Directors of Ugly (collectively, the "Individual Defendants").
control and influence, and did control and influence and cause Ugly to engage in the practices
to cause or facilitate certain insiders' acquisition of the publicly-held shares of Ugly,
exclusion of all other potenti,al bidders, for unfair and inadequate consideration, and
Chancery, on behalf of itself and all other shareholders of the Company, except the defendants
are violating their fiduciary duties to plaintiff and the other members of the Class;
Plaintiff is an adequate representative of the Class.
The defendants have acted, or refused to act, on grounds generally applicable to,
On October 5, 2000, Ugly issued a press release announcing that Garcia, the
2000 -4-the outstanding shares of common stock of the Company not owned by Garcia.
purchase or receive an option to purchase a 20% interest in the Company.
Directors has established a special transaction committee of the board.
meaningless given that the Ugly Board is beholden to Ugly management.
The Individual Defendants have the power and are exercising this power to enable
conflict of interest exists between their own interests and their fiduciary obligations to
own interests and their fiduciary obligation of entire fairness or, if such conflicts exist,
By reason of the foregoing, defendants have breached and will continue to breach
Plaintiff seeks preliminary and permanent injunctive relief and declaratory relief
|
