IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY <-
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X
RUTH GRENING, on behalf of herself )
and all others similarly situated,
Plaintiff,
V .
EDWARD E. LUCENTE, ALBERT A. BUTLER, i
F. RIGDON CURRIE, HIROSHI FUJII, ALLEN )
A. HA.NS I RYUSHO KUTANI, MICHAEL C. DOW, )
YOSHISUKE TAKEKIDA, SHOE1 YAMANA, 1
WILLIAM R. BOWLES, ROBERT J. MATERNA, )
MINOLTA-QMS, INC., MINOLTA CO, LTD.,
and MINOLTA INVESTMENTS COMPANY, 1)
Defendants. )
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CLASS ACTION COMPLAINT
Plaintiff, by her attorneys, alleges upon knowledge as to
her own acts and upon information and belief as to all other
matters, as follows:
PARTIES
1. Plaintiff is, and at all relevant times has been,
the owner of shares of common stock of Minolta-QMS, Inc. ("QMS" or
the "Company") .
2. Defendant QMS is a corporation duly organized and
existing under the laws of the State of Delaware. QMS manufactures
prod.Jcts for various printing solutions.
3. Defendant Minolta Co. Ltd. ("Ltd.") is a Japanese
SNIPPETS:
Plaintiff, by her attorneys, alleges upon knowledge as to
Defendant QMS is a corporation duly organized and
Defendant Minolta Co.
corporation currently owning 51% of the shares of QMS.
Executive Officer of QMS.
Defendants Ryusho Kutani, Yoshisuke Takekida, Shoej-Yamana, and Hiroshi Fujii are officers
Chancery, on behalf of all stockholders of the Company, except
There are questions of law and fact common to
or aided and abetted the breach of the fiduciary and other common
law c.uties owed to plaintiff and the members of the class;
action and has retained competent counsel experienced in litigation
individual members of the class would create a risk of inconsistent
or varying adjudications with respect to individual members of the
the shares of common stock of the Company not held by defendant
the Company's public shareholders would receive $5.25 per
being crammed down by Ltd. and its representatives on QMS's Board
The price of $5.25 per share to be paid to the class
memb'ers is unfair and grossly inadequate consideration because,
flight of its business, earnings and earnings power, present and
to obtain complete ownership of QMS's assets and business at the
the degree of knowledge and economic power between Ltd. and the
making it grossly and inherently unfair
By offering a grossly inadequate price for QMS's
Any buyout of QMS public shareholders by Ltd. on the
and profitable business, and future growth in profits and earnings,
suffer irreparable damage unless defendants are enjoined from
and proper.
OF COUNSEL:
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