IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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PETER ROBBINS,
Plaintiff, Civil Action No.
CLASS ACTION
IBP, INC., ROBERTL. PETERSON, RICHARD L. :
BOND, EUGENE D. LEMAN, JOHN S. CHALSTY, :
WENDY L. GRAMM, JOHN J. JACOBSON, JR., :
MARTIN A. MASSE:NGALE, MICHAEL L. SANEM, :
JOANN R. SMITH and RAWHIDE HOLDINGS CORP.,:
Defendants.
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Plaintiff, by his attorneys, alleges upon information and belief-except with
respect to his ownership of IBP, Inc. ( "IBP" or the "Company") common stock, which is
alleged upon personal knowledge, as follows:
PARTIES
`I . Plaintiff is the owner of stock of defendant IBP.
2. Defendant IBP Inc. produces and distributes meat and other products.
IBP is a Delaware corporation with executive offices at Suite 836, 800 Steven Ports
Drive, Dakota Dunes, South Dakota 57049. As of August 1, 2000, IBP had
approxlimately 105,578,27'7 shares of common stock outstanding held by thousands of
shareh'olders of record.
:3. Archer-Daniels Midland Co. ("ADM") owns approximately 12.21% of the
common stock of IBP.
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SNIPPETS:
Plaintiff, by his attorneys, alleges upon information and belief-except with
respect to his ownership of IBP, Inc. common stock, which is
Plaintiff is the owner of stock of defendant IBP.
Robert L. Peterson is Chairman of the Board Chief Executive Officer and a
Defendant John S. Chalsty is a Director of IBP and is Chairman of the
officers and/or directors of IBP, owe IBP public shareholders fiduciary duties.
Defendant Rawhide Holdings Corp. is a subsidiary of DLJ
a private equity fund and subsidiary of DLJ.
fiduciary duties alleged herein and therefore is liable as an aider and abettor thereof.
so numerous that joinder of all class members is impracticable.
there were over 150 million shares of defendant IBP common stock outstanding owned
by virtue of their participation and/or acquiescence and by their other conduct
Plaintiff anticipates that there will not be any difficulty in the management
For the reasons stated herein, a class action is superior to other available
The $22.25 per share acquisition price is reportedly well below the
not adequately advance the interests of the public shareholders of IBP in a sale of IBP.
The Transaction constitutes a sale of IBP and as such the directors of IBP have the
stockholders, the Class members, and represents an attempt by defendants to subvert
inadequate, unfair process tainted with conflicts of interest, The proposed Transaction
Unless enjoined by this Court, the Defendants will continue to breach their
Plaintiff has no adequate remedy at law.
Class for all losses and damages suffered and to be suffered by them as a result of the
acts and transactions complained of herein, together with prejudgment and postjudgment
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