IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
----------------------------------------------------------------x
FURTHERFIELD PARTNERS, L.P.,
Plaintiff, : :
t i
-?
- against - i>
CLASS ACTItiN COMPLAINT
SOO-JR CIGAR, INC. , LEWIS I. ROTHMAN, : 7 _
_J
LaVGNDA M. ROTHMAN, BERNIE . .
ROSENBLUM, MAUREEN COLLETON, JOHN :
OLIVA, JANE VARGAS, and JOHN T.
BARRY, JR.,
Defendants.
----------------------------------------------------------------x
Plaintiff alleges on information and belief, except as to paragraph 1 which is alleged on
knowledge, as follows:
PARTIES
1. Plaintiff is the owner of 4000 shares of the common stock of 800-JR Cigar, Inc.
("JR Cigar" or the "Company").
2. JR Cigar is a corporation duly organized under the laws of the State of Delaware
with its principal executive offices located in Whippany, New Jersey. JR Cigar is one of the
largest distributors and retailers of tobacco and tobacco selated products in North America.
3. Defendants Lewis I. Rothman, LaVonda Rothman, Bernie Rosenblum, Maureen
Colleton, John Oliva, Jane Vargas, John T. Barry, Jr. (the "Individual Defendants") are all
members of JR Cigar's Board of Directors. In addition, defendant director Lewis I. Rothman is
Chairman, President and Chief Executive Officer of JR Cigar Corporation; and defendant
SNIPPETS:
ROSENBLUM, MAUREEN COLLETON, JOHN:
Plaintiff is the owner of 4000 shares of the common stock of 800-JR Cigar,
with its principal executive offices located in Whippany,
largest distributors and retailers of tobacco and tobacco selated products in North America.
Defendants Lewis I. Rothman, LaVonda Rothman, Bernie Rosenblum, Maureen
director LaVonda M. Rothman is Executive Vice-President and Secretary of JR Cigar.
Trust (owned and controlled by the Rothmans),
The Individual Defendants as directors of JR Cigar owe the highest fiduciary
obligations of good faith, loyalty, and fair dealing to the minority shareholders of JR Cigar.
that joinder of all members is impracticable.
There are questions of law and fact common to the Class including, inter alia,
defendants have breached and will continue to breach their fiduciary and
counsel experienced in litigation of this nature.
Accordingly, plaintiff is an adequate
Class which would establish incompatible standards of conduct for defendants, or adjudications
Indeed its cash flow has generated large resources of working capital ($47.7
freeze-out transaction at less than ten times cash flow.
inadequate price of $13 cash per share.
as a result of the Rothman's domination and control of JR
The terms of the proposed freeze-out transaction are unfair to the Class,
Plaintiff prays for judgment and relief as follows:
awarding compensatory damages against defendants,
|
