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1
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DEFENDANTS OPENING BRIEF IN SUPPORT OF MOTION TO DISMISS
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EXTRACTED KEY WORDS
STOCKHOLDERS MINOLTA QMS FACTS MOTION PLAINTIFF DISCLOSURE MERGER COMPL DEFENDANTS DEL AMENDED COMPLAINT TRANSACTION SHARES THEREAFTER PURSUING LITIGATION CHALLENGING CORN SPECIAL COMMITTEE DIRECTORS ALLEGATION PUBLIC STOCKHOLDERS ROBINSON-HUMPHREY VALUATION REPORT FACTS RELEVANT COMMON STOCK QMS BOARD VALUATION REPORT ACQUIESCENCE CHARTER PROVISION FIDUCIARY DUTY |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
________-____-__________________________---------- x
IN RE MINOLTA-QMS, INC. CONSOLIDATED
SHAREHOLDERS LITIGATION C.A. NO. 18286 NC
--------------------------------------------~--.-----------------x
o 7:
-r,\
;"
DEFENDANTS' OPENING BRIEF IN i
SUPPORT OF THEIR MOTION TO DISMISS ;.;.
_
MORRIS, NICHOLS, ARSHT & T@$EL:
A. Gilchrist Sparks, III
OF COUNSEL: S. Mark Hurd
1201 N. Market :Street
Greg A. Danilow P.O. Box 1347
Richard L. Levine Wilmington, DE 19899-1347
WEIL, GOTSHAL & MANGES LLP (302) 658-9200
767 Fifth Avenue Attorneys for Defendants Minolta-QMS,
New York, NY lo153 Inc., Minolta Investments Company,
(212) 310-8000 Edward E. Lacente, Albert A. Butler,
Hiroshi Fujii, Ryusho Kutani, Yoshisuke
Takekida, Shoei Yamana, and Allen A.
Hans
- and -
RICHARDS, LAYTON & FINGER
Kevin G. Abrams
One Rodney Square
P.O. Box 55 1
Wilmington, DE; 19899
(302) 6.58-6541
Attorneys for Defendants F. Rigdon
Currie, Michael C. Dow, William R.
May 4,200l Bowles and Robert 1. Materna
SNIPPETS:
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2
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INC CLASS ACTION COMPLAINT
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EXTRACTED KEY WORDS
QMS DEFENDANTS PLAINTIFF SHARES MERGER SHAREHOLDERS COMMON STOCK CASH CLASS ACTION OUTSTANDING COMMON OWNERSHIP STOCKHOLDERS MAJORITY SHAREHOLDER TENDER SPECIAL COMMITTEE FAIRNESS OPINION SHORT-FORM MERGER TRANSACTION MINORITY SHAREHOLDERS CASH FLOW ANALYSIS PLAINTIFF WILLIAM DECKARD SUBSEQUENT SHORT-FORM MERGER SUPPORTED INTELLIGENT CONTROLLERS IMAGING SYSTEMS QMS BOARD PUBLIC STOCKHOLDERS RELEVANT TIMES FIDUCIARY RELATIONSHIP INDIVIDUAL DEFENDANTS |
ORIGINAL
IN TH[E COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
-7
IN RE MINOLTA-QMS, INC. CONSOLIDATED "`:. :;
SHAREHOLDERS LITIGATION : CIVIL ACTION NO. 18286:NC;j
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--
I.
MENDED CONSOLIDATED CLASS ACTION COMPLAINT:;; a5
0 i L
<-I, `1
Plaintiff William Deckard, by his attorneys, alleges upon information and b&.ef, &ept
with respect to :his ownership of common stock of Minolta-QMS, Inc. ("QMS" or the
"Company") and his suitability to serve as a class representative, which are alleged upon personal
knowledge, as follows:
NATURE OF THE ACTION
1. Plaintiff brings this action on his own behalf and as a stockholders' class
on behalf of all o'f the former shareholders of QMS common stock who either tendered their
shares to defendant Minolta Investments Company ("Minolta Investments") for $6.00 per share
in cash or received $6.00 per share in cash in the subsequent short-form merger of QMS into
Minolta Investments (the "Class").
2. QMS was a publicly-traded Delaware corporation which designed, manufactured,
marketed and supported intelligent controllers which enhance the graphic capabilities and
performance of computer printing and imaging systems. As of September 1, 2000, the Company
was controlled by its majority shareholder Minolta Investments, which owned approximately 57%
of QMS's outstanding common stock as of that date. Minolta Investments is a wholly-owned
subsidiary of Minolta Co., Ltd. ("Minolta Co."), a Japanese corporation. Minolta Co. formed
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3
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COMPLAINT
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EXTRACTED KEY WORDS
PLAINTIFF DEFENDANTS QMS MEMBERS TIMES RELEVENT HERETO COMMON COMMON STOCK DIRECTORS CONTROL WILLIAM DECKARD ADEQUATE PUBLIC SHAREHOLDERS AFFILIATES BREACHING STOCKHOLDERS COURT LAW DAMAGES PROPOSED TRANSACTION CONSUMMATING ADJUDICATIONS RELIEF PRICE PROPOSED BUYOUT ACTING HIROSHI FUJII YAMANA TIMES RELEVANT HERETO COUNSEL |
`- -. j' -
j ~ : : . . ,-
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
---------------------------------------------------------------x
WILLIAM DECKARD,
Plaintiff,
V. CA. N o . /8@6
EDWA.RD E. LUCENTE; ALBERT A. BUTLER; :
WILLIAM R. BOWLES; F. RIGDON CURRIE; : - ,'
MICHAEL C. DOW; HIROSHI FUJII; ALLEN A. :
HANS:, RYUSHO KUTANI; ROBERT J.
MATERNA; YOSHISUKI TAKEKIDA; SHOE1 :
YAMANA; MINOLTA CO. LTD.; MINOLTA :
INVESTMENTS COMPANY and
MINOILTA-QMS INC., 7: ~ _:
:- -:
:
Defendants.
COMPLAINT
Plaintiff, William Deckard, by his attorneys, alleges upon information and belief, except
to paragraph 1 which is alleged upon personal knowledge, as follows:
THE PARTIES
1. Plaintiff William Deckard ("plaintiff `) is the owner of common stock of Minolta-
QMS, Inc. ("QMS" or the `Company") and has been the owner of such shares continuously since
prior to the wrongs complained of herein.
2. Defendant QMS is a Delaware corporation with its principal executive offices located
at One Magnum Pass, Mobile, Alabama. QMS designs, manufactures, markets and supports
intelligent controllers which enhance the graphic capabilities and performance of computer printing
and imaging systems. QMS is and at all times relevant hereto was listed and traded on theNew York
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