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1
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STIPULATION AND AGREEMENT OF COMPROMISE AND SETTLEMENT
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EXTRACTED KEY WORDS
STIPULATION COURT COUNSEL FEES EXPENSES AGREEMENT CHANCERY CONNECTION EXHIBIT PLAINTIFFS DEFENDANTS MERGER COMPROMISE BREACH PAYMENT JUDGEMENT STOCKHOLDERS PROPOSALS SPECIAL COMMITTEE RELEASED CLAIMS ATTORNEYS PARTIES HERETO COUNSEL JOINTLY REQUEST SCHEDULING ORDER REPRESENTATIVES APPROVALS DIRECTORS PURSUANT PROCEEDING |
PRKKETT, JONES & ELLI~OT'I
l310 KING STREET, BOX 1328
WILMINGTON, DELAWARE 19899
TEL: (302) 888.6500
FAX: (302) 658-8111
http://www.pri&ett.com
Writer's Direct Dial: (302) S&3-6525
Writa's Telecopy Number. (30,2) 8886333
Writ& E-Mail Address: RAB~own@prickett.com
May 25,200l
The Honorable Jack B. Jacobs :BY HAND
Vice Chancellor
Court of Chancery
Daniel L. Herrmann Courthouse
1020 N. King Street
Wilmington, DE 19801
Re: Addis v. Jones. et al.,
Del. Ch., C.A. No. 18335-NC
Dear Vice Chancellor Jacobs:
Enclosed is a Stipulation and Agreement of Compromise and Settlement in
the above-referenced class action. This is a lawsuit alleging claims of breach of
fiduciary duty in connection with the management leveraged buyout of U.S. Can
Corporation for $20 per share which occurred late last year. We have agreed to
settle the case in return for an additional $.20 per share payment to the class, or a
total additional payment of approximately $2 million (Iess whatever fees and
expenses are awarded).
If everything appears in order, counsel jointly request that the Court enter
the Scheduling Order attached as Exhibit A. to the Stipulation and set a settlement
hearing date in approximately 30-45 days.
Respectfully yours,
Ronald A. Brown Jr.
RAB/nmh I
Enclosure
cc: Srinivas M. Raju, Esquire (w/encl.)
Bradley James Enna, Esquire (w/encl.)
Register in Chancery (w/encl.)
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2
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COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF
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EXTRACTED KEY WORDS
MANAGEMENT MERGER JONES DIRECTORS COMMON PLAINTIFF PAT POMA SOLER SHAREHOLDERS AFFILIATES RECAPITALIZATION FERENBACH PLAN SUSMAN SPECIAL COMMITTEE STOCKHOLDERS TRANSACTION PROXY STATEMENT ACQUISITION PACKAGING ACQUISITION BERKSHIRE PARTNERS PROJECTIONS SALOMON SMITH BARNEY MERGER AGREEMENT ROLLOVER STOCKHOLDERS PRIVATELY-HELD RICARDO POMA FRANCISCO SOLER |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE 1
IN AND FOR NEW CASTLE COTJNTY
DAVID ADDIS,
Plaintiff,
V.
PAUL W. JONES, RICARDO POMA,
FRANCISCO SOLER, LOUIS B.
SUSMAN, BENJAMIN BAILAR,
CALVIN W. AURAND, JR.,
CX4RLES W. GAILLARD,
U.S. CAN CORPORATION,
PAC PACKAGING ACQUISITION
CORPORATION and CARL
FERENBACH,
Defendants.
COMPLAlNT FOR INeJUNCTIVE AND OTHER RELIEF j. :
L- :
I. Introduction
1. Plaintiff brings this action on behalf of himself, and as a class action on
behalf of I.J.S. Can Corporation ("U.S. Can" or the "Company") common shareholders
who are si.milarly situated
2. U.S. Can's management and a majority of ita board of directors plan to
take U.S. Can privat.e through a merger with Pat Packaging Acquisition
Corporation ("Pa?), an entity created solely for this purpose by U.S. Can's senior
officers and an affiliate of a recently resigned director. The proposed "merger and
recapitalization" is to be voted on at a special meeting of cstockholders to be held on
September 29, 2000. tinder the terms of the proposed management leveraged lmy-
out, the public stockholders will be cashed out for the grossly unfair price of $20 per
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