IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE
I
IN AND FOR NEW CASTLE COUNTY
ROBERT STUBBE, Civil Action No. F- (8 2 / '7 -/f/h :-
P l a i n t i f f , m;S ACTION COMPLAINT
-against-.
B!HC COMMUNICATIONS, INC., HERBERT
J. SIEGEL, WILLIAM I). SIEGEL, JOHN
C. SIEGEL, LAURENCE M. KASHDIN,
JOELEN K. MERKEL, BARRY S. GREENE,
MORGAN L. MILLER, JOHN L. EASTMAN, i
a:nd CHRIS-CRAFT INDUSTRIES, INC.,
D e f e n d a n t s .
Plaintiff! alleges upon information and belief, except for
paragrayph 1 which is alleged upon knowledge, as follows:
THE PARTIES
1. Plain'zifif is the owner of shares of common stock of
BHC Communications,. Inc:. ('IBHC" or the "Company").
3_ . BHC i:; a corporation duly organized under the laws
of the state of Delaware with principal offices located at 767
Fifth Avenue, New York, INew York. The Company's principal business
is television broadc,sss:-ing. BHC is 80% ownedl. by defendant Chris-
Craft Industries, Inc. ("Chris-Craft"). IChris-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. ("UTV"). The Company, has outstanding 4.5
million shares of Class A common stock, and 18 million shares of
Ciass B common stock. Each share of Class A common stock has one
vote per share and eac:h share of Class B common stock has ten
votes.
SNIPPETS:
B!HC COMMUNICATIONS, INC., HERBERT J. SIEGEL, WILLIAM I).
MORGAN L. MILLER, JOHN L. EASTMAN, i a:nd CHRIS-CRAFT INDUSTRIES, INC.,
BHC Communications,.
Fifth Avenue, New York, INew York.
Chris-Craft Television, Inc., 100% of Pinelands, Inc. and 58.5% of
million shares of Class A common stock,
vote per share and eac:h share of Class B common stock has ten
Chairman of the Aboard 01'1 directors of BHC.
a direc-car of UTV.
director and President:of the Company.
W. Siegel also serves as
Defendant Laurence M. Kashdin .is a director of BHC.
Kashdin was formerly Senior Vice President--Finance and Controller
General Counsel and Secretary of Chris-Craft.
'The individual defendants aIre in a fiduciary
relationship with plaintiff and the other common stockholders of
same fiduciary duties to the minority shareholders of BHC.
if not thousands, of Class members.
Class would be irreparably damaged were the transactions complained
owns television stations in cities including New York,
prime takeover targets for companies like CBS Corp., News
pay $5.35 billion, comprising a cash payment of $2.13 billion and
vclting stock of BHC, has agreed to vote its s:,lares 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
either $16:S in cash or 3.7131 preferred ADRs.
The a:Llocation of the aggregate merger consideration
Plain-cif!f has no adequate remedy at law.
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