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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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KA'THY MAYO,
l?laintiff,
V . Civil Action No.
0. BRUTON SMITH, H.A. "Humpy"
WHEELER, WILLIAM R. BROOKS, EDWIN
R. CLARK, WILLIAM P. BENTON, MARK
M. GAMBILL and JACK L. KEMP,
Defendants,
and
SPEE:DWAY MOTORSPORTS, INC.,
Nominal Defendant.
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COMPLAINT
Plaintiff, by and through her undersigned attorneys,
alleges upon informat.ion, and belief, except for paragraph 1, which
is alleged on knowledge as follows:
1. Plainti.ff Kathy Mayo owns and has, at all re1evan.t
times, owned shares of common stock of Speedway Motorsports, Inc.
("Speedway" or the "Company") . She brings this action derivatively
in the right and for the benefit of Speedway.
2. Speedway is a Delaware corporation with its principal
place of business located at U.S. Highway 29 North, Concord, North
Carolina.
3. Defendant 0. Bruton Smith ("Smith") is Chairman of the
SNIPPETS:
BRUTON SMITH, H.A. "Humpy"
WHEELER, WILLIAM R. BROOKS, EDWIN R. CLARK, WILLIAM P. BENTON, MARK
Plaintiff, by and through her undersigned attorneys,
times, owned shares of common stock of Speedway Motorsports, Inc.
Board and Chief Executive Officer of Speedway and has held those
His total cash compensation from Speedway for 1999 was
Defendant H.A. "Humpy" Wheeler is
Defiendant Edwin R. Clark is Executive Vice
President and a Direlctor of Speedway and has held those positions
Defendants William P. Benton,
including an industrial park which was partially
allocated as the value of the industrial park and adjoining
"approximately 300" acres of undeveloped acres of vacant land.
the aforementioned purchase.
industrial park and undeveloped acreage and, in addition, expended
the "hottest" real estate markets in the United States.
the price of an average square foot of
industrial property in the Las Vegas area greater than 40,000
property was far Less than the property's actual fair market value
No demand has been made on the Company's directors to
As a result of the above, a majority of the board of directors cannot exercise independent
T.he challenged transaction constitutes corporate waste which cannot be the product of good
Plaintiff lacks an adequate remedy at law.
attorneys fees, appraisal fees, loss of profits or other expenses
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