IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
X
ERIC MEYER,
Plaintiff, I Civil Action No. / 83 ?fi&\
-against- c I
: COMPLAINT
RICHARD L. BOND, JOHN S. CHALSTY,
WENDY L. GRAMM, JOHN J. JACOBSEN,
EUGENE D. LEMAN, MARTIN A.
MASSENGALE, ROBERT I,. PETERSON,
MICHAEL L. SANEM, JOANN R. SMITH,
IBP, INC., RAWHIDE HOL.DINGS
CORPORATION and DLJ MERCHANT
BANKING PARTNERS III, L.P.,
Defendants.
X
Plaintiff alleges the following upon information and belief, except for those
which pertain to plaintiff, which allegations are based upon personal knowledge:
THE PARTIES
1.. Plaintiff is, and at all relevant times was, the owner of 5,600 shares of the common
stock of IBP, Inc. ("I,,").
2. IBP is a Delaware corporation with its headquarters located at 800 Stevens Port
Drive, Dakota Dunes, South Dakota. IBP produces fresh beef and processed beef and pork
products, as well as inedible and edible allied products. The Company also produces frozen
and refrigerated food products for the foodservice industry and markets its products in the
United States
L .
Dock ,,4723 Ver#l 9730:0294 -l-
SNIPPETS:
Plaintiff alleges the following upon information and belief, except for those allegations
Plaintiff is, and at all relevant times was, the owner of 5,600 shares of the common
stock of IBP, Inc..
Drive, Dakota Dunes, South Dakota.
IBP produces fresh beef and processed beef and pork
and refrigerated food products for the foodservice industry and markets its products in the
Chairman of the Board of Donaldson, Lufkin & Jenrette, Inc the parent of DLJ Merchant
The individual defendants owe fiduciary
duties of good faith, loyalty, fair dealing, due care, and candor to plaintiff and the other
on behalf of himself and all other stockholders of the Company and their successors
Excluded from the Class are defendants herein, members of their immediate
This action is properly maintainable as a class action for the following reasons:
there are questions of law and fact which are common to members of the
members of IBP management and shareholders,
, (collectively, the "Buyout Group")
Pursuant to the Agreement, IBP management will continue in their positions after
the Transaction closes, and no changes in operations or staffing are expected.
made it impracticable to conduct a bona fide market check or auction of the Company.
financia!l entity, DLJ, rather -than soliciting the interest of an operating entity, such as
buyout to place an artificial lid on the market price of IBP's common stock in order to
fiduciaries owe to IBP's public shareholders.
proper.
|
