IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FORE NEW CASTLE COUNTY
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ROBERT .FROST, individually and
on behalf of all others similarly situated, i C.A.No. I%397
Plaintiff,
-against-
CHRISTINE A. SHREVE, CAROILE Y.
PREST, KEITH P. PITT& STEWART
BAINUM: JR., PAUL A. GOULD,
DONALD J. LANDRY, LELAND C.
PILLSBURY and SUNBURST c :
- .!
HOSPITALITY CORPORATION,,
.Defendants. :
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$XASS ACTION COMPLAINT .
INTRODUCTION
1. Plaintiff alleges on information and belief, except for those allegations
pertain to .plaintiff which are alleged upon personal knowledge, as follows:
THE
P A R T I E S
2. Plaintiff is and has been at all relevant times the owner of the common stock
of Sunburst Hospitality Corporation ("Sunburst" or the "Company").
3. Sunburst is a corporation organized and existing under the laws of the
Delaware with its principal executive offices located at 10770 Columbia Pike, Silver Spring, MD
20,901. As of March 30, 2000, Sunburst had issued and outstanding 15,358,837 shares of
common stock, of which all directors and officers as a group owned approximately 4.3 million,
1
SNIPPETS:
Plaintiff alleges on information and belief,
pertain to .plaintiff which are alleged upon personal knowledge,
Plaintiff is and has been at all relevant times the owner of the common stock
of Sunburst Hospitality Corporation.
representing approximately 28.5% of the outstanding shares.
a) Defendant Stewart Bainum,
approximately 2.7 million or approximately 18% of the Company's outstanding shares.
Bainum's family and their affiliates own approximately 46.4% of the Company's shares.
have been at all relevant times directors of the Company.
The individual defendants named above,
officers and/or directors of Company owe the highest fiduciary duties of good faith, loyalty,
dealing, due care, and candor to plaintiff and the other members of the Class.
individually and on behalf of all other stockholders of the Company (except the
with them and their successors in interest), who are or will be threatened with injury
Class which would establish incompatible standards of conduct for defendants, or adjudications
The Transaction price is unfair particularly in light of the Company's recent
The Individual Defendants and the Buyout Group, or certain of them, are
The Transaction is in furtherance of a grossly unfair plan to take Sunburst
defendants' conflict of interest, as described herein.
Defendants are duly bound to maximize shareholder value in such a situation.
Similarly, the Individual Defendants, or certain of them, owe fiduciary duties
Plaintiff and the other members of the Class have no adequate remedy at law.
damages suffered and to be suffered by them as the result of the acts and transactions alleged
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