ORIGINAL
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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KAREN PYENSON, individually and on
behalf of all others similarly situated,
Plaintiff,
_
V.
_-
UNITED TELEVISION, INC., JOHN J. SIEGEL, i 1
HERBERT J. SIEGEL, JOHN L. EASTMAN,
NORMAN PERLMUTTER, JAMES D. _ -
. r
HODGSO.N, HOWARD F. ROYCROFT, EVAN c
C. THOM:PSON, BHC COMMUNICATIONS c3
and CHRIS-CRAFT INDUSTRIES INC.
Defendants.
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a&ASS ACTION COMPLAINT
Plaintiff, by and through her attorneys, alleges upon information and belief, except as to
paragraph 2 which is alleged upon personal knowledge, as follows:
1. This is a shareholder class action on behalf of the public, minority stockholders
UTVI against UTVI, its Bo,ard of Directors, and its majority/controlling shareholder, BHC
Communications ("BHC"), a :subsidiary of Chris-Craft Industries Inc.(L`CC"), arising out of their
agreement to sell all of the publically held shares of UTVI common stock not owned by CC, BHC
or its subsidiaries at an inadequate price of approximately $150.00 per share.
THE PARTIES
2. Plaintiff has owned shares of the common stock of United Television, Inc. ("UTVI"
or the "Company") since prior to the wrongs complained of herein.
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
Plaintiff, by and through her attorneys, alleges upon information and belief, except as to
UTVI against UTVI, its Bo,ard of Directors, and its majority/controlling shareholder, BHC
agreement to sell all of the publically held shares of UTVI common stock not owned by CC, BHC
UTVI is a television broadcasting group that owns and operates television stations.
Defendant John C. Siegel ("J.
Siegel") is and at all times relevant hereto has been
Chairman Iof the Board of Directors and a director of UTVI.
an Executive Vice President of CC.
The defendants referred to in paragraphs 6 through 12 are collectively referred to
Defendants have, and at all relevant times had, the power to control!
Defendant BHC is the majority and controlling shareholder of UTVI.
plaintiff and the other members of the Class.
approximaLtely 80 percent of the common stock and 97 percent of the voting stock of BHC.
U'IVI, CC owes fiduciary duties of good faith, fair dealing, loyalty, candor, and due care to
whether defendants have breached and/or are continuing to breach fiduciary
Corporation ("News") and Fox Television, a subsidiary of News, at a price of $150.00 per
News will also acquire l3HC and CC in connection with the transaction.
has agreed to vote its shares in favor of the BHC merger.
Under the term,s of the agreement, News will give UTVI shareholders $60.00 in cash
receive either $150.00 in cash or 3.3755 preferred ADRs.
representing a premium of 16.4 percent.
In entering into -the acquisition agreement, each ofthe defendants has directly violated.
with them, from proceeding with, consummating or closing the proposed transaction;
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