IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE -II
IN AN3 FOR NEW CASTLE COUNTY
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HARBOR FINANCE PARTNERS, on behalf
of itself and a l l other:. similarly
situated,
Plaf.ntiff,
V .
W. ALUN CATHCART, LEONARD S. COLEMAN,
JR., ALFONSE M. D'AMATO, MARTIN L.
EDELMAN, DEBORAH L . HARMON, STEPHEN P.
HOLMES, MICHAEL J . KENNEDY, MICHAEL P.
MONACO, A. BARRY RAND, F. ROBERT
SALERNO, KEVIN M. SHEEHAN, CENDANT
CORPORATLON, and AVIS GROUP HOLDINGS,
YIN,. ,
Defenclztnts .
X
CLASS ACTION COMPLAINT
Plaintiff?, by its attorneys, alleges upon knowledge as to
its owr acts and upon information and belief as to all other
matters, as follows:
PARTIES
1. Plain-cif!.li Harbor Finance Partners is, and at all
re.Levant times has loeen, the owner of shares of common stock of
Avis Group Holdings, Inc. ("Avis" or the "Company") .
2. Defen~danl: Avis is a corporaticln duly organized and
existing under the laws of the State of Delaware. Avis is one of
the world's leading service and ~nform.ation providers of
SNIPPETS:
HARBOR FINANCE PARTNERS, on behalf of itself and a l l other:.
HARMON, STEPHEN P. HOLMES, MICHAEL J.
Plaintiff?, by its attorneys, alleges upon knowledge as to
its owr acts and upon information and belief as to all other
Avis Group Holdings,
existing under the laws of the State of Delaware.
Cendant Corporation is a
approximately 18% of AV:L:S 's outstanding common shares and also owns
preferred stock of a suzsidiary of Avis that is convertible into
and voting Avis common shares that would result in Cendant having
Chief Elxecutive Officer of Avis.
Kevin M. Sheehan is President and Ch ief
Edelrnan, Stephen P. Holnles, and Michael P. Monaco are directors of
Avis and directors of Cendant.
duties of loyalty, good Faith and fair dealing to plaintiff and the
other members of the Clz.ss.
Chancery, on behalf of all stockholders of the Company, except
defendants herein and any person, firm, trust, corporation or other
individual members of the class would create a risk of inconsistent
The price of $29.00 per share to be paid to the
AV!LS in light of its busj.ness, earnings and earnings power, present
market price of Avis stock, as part of a plan ior Cendant to obtain
Cendant, no third party, as a practical matter, can attempt any
competing bid for Avis,, as the success of any such bid would
Cenda.lt and its representatives on Avis' Board of
Cendant has breached and will breach its duty as
suffer irreparable damage unless defendants are enjoined from
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