IN AND FOR NEW CASTLE COUNTY
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RICHARD MALAMUD, individuillly and on
behalf of all others similarly situated,
Plaintiff,
UNITED TELEVISION, INC., JO:HN J. SIEGEL,
HERBERT .J. SIEGEL, JOHN L. EASTMAN,
NORMAN PERLMUTTER, JAMES D.
HODGSON, HOWARD F. ROYCROFT, EVAN
C. THOM.PSON, BHC COMMUNICATIONS
and CHRIS-CRAFT INDUSTRIES INC.
Defendants.
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alASS ACTION COMPLAINT
Plaintiff, Richard Malamucl, by and through his 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
UTVI aga.inst UTVI, its Board of Directors, and its majority/r:ontrolling shareholder, BHC
Communications (;`BHC"), a subsidiary of Chris-Craft Industries lnc.(`CC"), arising out of their
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agreement to sell all of the publicakly 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 I!nitecl Television, Inc.
or the "Company") since prior to the wrongs complained of herein.
3. Defendant UTVI is a corporation duly existing and organized under the laws of the
State of Delaware, with its principal executive offices located at 13'2 South Rodeo Drive, Beverly
Hills, California. UTVI is a television broadcasting group that owns and operates television
SNIPPETS:
UNITED TELEVISION, INC., JO:HN J. SIEGEL, HERBERT .J.
Plaintiff, Richard Malamucl, by and through his attorneys, alleges upon information and
UTVI aga.inst UTVI, its Board of Directors, and its majority/r:ontrolling shareholder, BHC
agreement to sell all of the publicakly held shares of UTVI common stock not owned by CC,
UTVI is a television broadcasting group that owns and operates television stations,
Siegel") is and at all limes relevant hereto has been
Chairman of the Board of Directors and a director of UTVI.
an Executive Vice President of CC
Officer of IBHC, and Chairman of the Board of Directors, Chief Executive Officer, and
Defendant Norman t?erlmutter is and at all times relevant hereto has
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 and influence and did
Defendant BHC is the majority and controlling shareholder of IJTVI.
approximately 80 percent of the common stock and 97 percent of the voting stock of BHC.
UTVI, CC owes fiduciary duties of good faith, fair dealing, loyalty, Icandor, and due care to
23 3f the Rules of the Court of {Chancery, on behalf of himself and the public shareholders
The Class is so numr.:rous thatjoinder of all members is impracticable.
Corporation ("News") and Fox Television, a subsidiary of News, at a price of $150.00 per
News will also acquire BHC and CC in connection with the transaction.
The transaction includes the acquisition of all of the shares of CC,
has agreed to vote its shares in favor ofthe BHC merger.
Under the terms 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.
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