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1
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PLAINTIFFS BRIEF IN SUPPORT OF PROPOSED SETTLEMENT AND APPLICATION FOR ATTORNEYS FEES AND EXPENSES
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EXTRACTED KEY WORDS
COUNSEL COURT FEE SETTLEMENT LITIGATION AVIS DEL EXPENSES ATTORNEYS CENDANT REASONABLENESS SHAREHOLDERS PROPOSED TRANSACTION SUPR YORK SPECIAL COMMITTEE LLP DEFENDANTS FINANCIAL ADVISOR NEGOTIATIONS CLASS MEMBERS LIFSHITZ MASTER LICENSE AGREEMENT COMMON STOCK REPRESENTATIVES STOCKHOLDERS SHAREHOLDER LITI CONTRIBUTING FIDUCIARY DUTIES |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY 7
IN RE AVIS GROUP HOLDINGS, INC. > Consol. C.A. No. 18212
SHAREHOLDERS LITIGATION 1
PLAINTIFFS' BRIEF IN SUPPORT
OF PROPOSED SETTLEMENT
AND APPLICATION FOR ATTORNEYS FEES AND EXPENSES
ROSENTHAL, MONHAIT, GROSS
& GODDESS, P.A.
Joseph A. Rosenthal
Suite 140 1, Mellon Bank Center
P.O. Box 1070
Wilmington, DE 19899
(302) 656-4433
Plaintiffs' Liaison Counsel
OF COUNSEL:
BERNSTEIN LIEBHARD & LIFSHITZ, LLP
10 East 40th Street
New York, New York 10016
BULL & LIFSHITZ, LLP
18 East 4 1 St Street
New York, New York 10017
WECHSLER HARWOOD HALEBIAN
& FEFFER LLP
488 Madison Avenue, f?" Floor
New York, NY 10022
Plaintiffs' Co-Lead Counsel
Dated: December 13,200l
TABLE OF CONTENTS
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2
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ORDER
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EXTRACTED KEY WORDS
SETTLEMENT STIPULATION CONSOLIDATED ACTION COUNSEL JUDGEMENT MEMBER APPROVES THEREOF DELAWARE PARTIES FEES DISBURSEMENTS OBJECTIONS PURPOSES PLAINTIFFS CHANCERY MERGER REPRESENTATIVES WILMINGTON REASONS PARAGRAPH CENDANT ASSERTING THERETO AMENDMENTS PREJUDICE STOCK AVIS DEFENDANTS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
:
-----------------------------------------------------~
IN RE AVIS GROUP HOLDINGS, INC. : CONSOLIDATED ;
SHAREHOLDERS LITIGATION C.A. NO. 18212
:,
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ORDER ' >
The parties having made application, pursuant to Rule 23 of the Rules of
the Court of Chancery of the State of Delaware in and for New Castle County (the
"Court"), for an Order approving the settlement (the "Settlement") of the Consolidated
Action (the "Consolidated Action") in accordance with a Stipulation of Settlement dated
October 23, 2001 (the "Stipulation"), which is incorporated herein by reference and
which, together with the accompanying documents, sets forth the terms and conditions
for the proposed Settlement of the Consolidated Action and for a judgment dismissing the
Consolidated Action with prejudice upon the terms and conditions set forth therein; and
the Court having read and considered the Stipulation and the accompanying documents;
and all parties having consented to the entry of this Order;
IT IS HEREBY ORDERED thisdq4.i'
_ day of %h &&l that:
1. For purposes of the Settlement only, and preliminarily, for
purposes of this Order, the Consolidated Action shall be maintained and proceed as a
class action, pursuant to Rules 23(a), 23(b)( 1) and 23(b)(2) of the Rules of the Court,
without the right of members to opt out, by the plaintiffs on behalf of all persons or
entities who held stock of Avis Group Holdings, Inc. ("Avis") (other than the defendants
and their affiliates), of record or beneficially, at any time from the opening of business on
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3
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ORDER AND FINAL JUDGMENT
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EXTRACTED KEY WORDS
CONSOLIDATED ACTION COURT STIPULATION MEMBERS HEREBY REPRESENTATIVES JUDGEMENT ATTORNEYS DEFENDANTS LAW PLAINTIFFS PARTIES PROVISIONS ACCORDANCE PROPOSED SETTLEMENT EXECUTORS SCHEDULING ORDER STOCK ADMINISTRATORS FOREGOING ADEQUATE FACTS COMMON MERGER DIRECTORS AFFILIATES HEIRS SUCCESSORS FOREGOING HOLDERS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
-----------------------------------------------------*
IN RE AVIS GROUP HOLDINGS, INC. : CONSOLIDATED .1
SHAREHOLDERS LITIGATION : C.A. NO. 18212 c:.
-----------------------------------------------------~
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ORDER AND FINAL JUDGMENT 5 .a
A hearing having been held before the Court of Chancery of the State
of Delaware in and for New Castle County (the "Court") on December 18,200 1,
pursuant to the Court's Order dated October 29,200l (the "Scheduling Order"), upon
a Stipulation of Settlement (the "Stipulation") filed in the above-captioned consoli-
dated action (the "Consolidated Action"), which (along with the defined terms
therein) is incorporated herein by reference; it appearing that due notice of said hear-
ing has been given in accordance with the Scheduling Order; the respective parties
having appeared by their attorneys of record; the Court having heard and considered
evidence in support of the proposed settlement (the "Settlement") set forth in the
Stipulation; the attorneys for the respective parties having been heard; an opportunity
to be heard having been given to all other persons requesting to be heard in accor-
dance with the Scheduling Order; the Court having determined that notice to all
persons or entities who held stock of Avis Group Holdings, Inc. ("Avis") (other than
the defendants and their affiliates), of record or beneficially, at any time from the
opening of business on August 15,200O through March 1,200l (including the legal
representatives, heirs, executors, administrators, transferees, successors and assigns
of all such foregoing holders) (the "Class"), was adequate and sufficient; and the
entire matter of the proposed Settlement having been heard and considered by the
court:
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4
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CLASS ACTION COMPLAINT
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EXTRACTED KEY WORDS
DEFENDANTS CENDANT MEMBERS PLAINTIFF TRANSACTION STOCK DIRECTORS MICHAEL COMMON DUTIES BREACH RELIEF PRICE STOCKHOLDERS FIDUCIARY DUTIES ADJUDICATIONS INADEQUATE POWER BID MONACO AVIS GROUP HOLDINGS LAW OFFICER YORK CONTROL CHIEF CAR CHAIRMAN HOLMES |
IN AND FOR NEW CASTLE COUNTY
____.____._______ --- ._____. ---_..-.--- ---- x
MIRIAM MOSES,
Plaint.iffi,
- ,against - : CiviIL Acti.on No.
.
W. . ALUN CATHCART, LEONARD S.
COLEMAN, JR., ALFONSE M .
D'AMATO, MARTIN L . EDELMAN, CLASS ACTION COMPLAINT
DEBORAH L. HARMON, S T E P H E N
P. HOLM ES, MICHAEL J. KENNEDY, :
MICHAEL I?. MONACO, A. B A R R Y
RAND, F. ROBERT SALERNO,. KEVIN :
M. SHEEHAN, AVIS GROUP HOLDINGS, :
INC. and CENDANT CORPORATION, :
Defendants.
X
Plaintiff, by her attorneys, Rosenthal, Monhait, Gross &
Goddess, P.A., for her r:omplaint against defendants, alleges upon
information and belief, except for paragraph 1 hereof, which is
alleged upon knowledge, as follows:
1. . Plaintif? has been the owner oE the common stock of
Avis Group Holdings, Inc.. ("Avi.s" or the \\Company") since prior to
the transaction herein 1:omplained of and continuously to date.
2. Avis is a corporation duly organized and existing
under the laws of the State of Delaware. The Company is one of the
wc#rld's leading service and information providers of comprehensive
aLtomotive transportation and vehicle management solutions. Avis
operates the second largest car rental company in the world. The
Company maintains it83 principal. offices at 900 Old Country Road,
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