II
IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
BHC COMMUNICATIONS, INC., HERBERT 1 :, ,)
J. SIEGEL, WILLIAM D. SIEGEL, JOHN .
C. SIEGEL, LAURENCE M. KASHDIN, .- c
JOELEN K. MERKEL, BARRY S. GREENE, 2,; -
MORGAN L. MILLER, JOHN L. EASTMAN, _'
2: -.- ;
and CHRIS-CRAFT INDUSTRIES, INC., (i ( . .-
::I' ;"
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Defendants. c:
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Plaintiff alleges upon information and belief, except for
paragraph 1 which is alleged upon knowledge, as follows:
THE PARTIES
1. Plaintiff is the owner of shares of common stock of
BHC Communications, Inc. ("BHC" or the "Company").
2. BHC is a corporation duly organized under the laws
of the state of Delaware with principal offices located at 767
Fifth Avenue, New York, New York. The Company's principal business
is television broadcasting. BHC is 80% owned by defendant Chris-
Craft Industries, Inc. ("Chris-Craft") . Chris-Craft owns 18
million shares of BHC's Class B common stock. BHC owns 100% of
Chris-Craft Television, Inc., 100% of Pinelands, Inc. and 58.5% of
United Television, Inc. ("UT,"). The Company has outstanding 4.5
million shares of Class A common stock, and 18 million shares of
SNIPPETS:
IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE
Plaintiff alleges upon information and belief,
Plaintiff is the owner of shares of common stock of
BHC Communications,
Fifth Avenue, New York, New York.
The Company's principal business is television broadcasting.
BHC is 80% owned by defendant Chris-Craft Industries,
Defendant William II. Siegel (,,W.
Executive Vice President and a director of Chris-Craft.
General Counsel and Secretary of Chris-Craft.
Pursuant to the Management Agreement between Chris-Craft and BHC, Chris-Craft officers,
The individual defendants are in a fiduciary
same fiduciary duties to the minority shareholders of BHC.
if not thousands, of Class members.
constituting unfair dealing to the detriment of plaintiff and the
it had agreed to acquire Chris-Craft, BHC and UTV, which together
News Corporation will
voting stock of BHC, has agreed to vote its shares in favor of the
combination of $34 in cash and 1.1591 News Corporation preferred
Each Chris-Craft stockholder will be entitled to elect to
If this transaction closes after August
limitations, either $165 in cash or 3.1131 preferred ADRs.
The allocation of the aggregate merger consideration
of Chris-Craft to the detriment of plaintiff and the BHC
The individual defendants are engaged in unfair
the class all damages caused to them and account for all profits
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