IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
1____1______1_______-----"------------------------------------------------------- X
Sylvia 6. Piven, Trustee, on behalf of herself and
all others similarly situated, : Civil Action
Plaintiff,
V. r..'
_ :;z
; ~
BHC COMMUNICATIONS INC., HERBERT J. SIEGEL, : i --
JOHN L. EIASTMAN, BARRY S. GREENE, LAWRENCE M. : :'
KASHDIN, JOELEN K. MERKEL, MORGAN L. MILLER, : :.
JOHN C. !;lEGEL, WILLIAM D. SIEGEL and CHRIS- :
CRAFT INDUSTRIES INC.
Defendants.
I____________~____I---------------~---------------------------------------------- i
CLASS ACTION COMPLAINT
Plaintiff, by her attorney, alleges upon information and belief except with
respect to her ownership of BHC Communications Inc. ("BHC" or the "Company")
common stock, which is alleged upon personal knowledge, as follows:
PARTIES
1. Plaintiff is the owner of the common stock of defendant BHC.
2. BHC Inc. is a Delaware corporation with executive offices at 767 !jth
Avenue, New York, New York 10153. BHC is a holding company with subisidiaries
which operate VHF and UHF television stations in the United States. As of April 30,
2000, there were 23,500,OOO shares of common stock outstanding.
3. Defendant Herbert J. Siegel is Chairman of the Board and is also
Chairman of the Board and President of Chris-Craft Industries ("Chris-Craft").
4. Defendants John L. Eastman, Barry S. Greene, Lawrence M. Kashdin,
Morgan L. Miller are Directors of the Company.
5. Defendant Joelen K. Merkel is Vice President and a Director of the
SNIPPETS:
Plaintiff, by her attorney, alleges upon information and belief except with
respect to her ownership of BHC Communications Inc.
Plaintiff is the owner of the common stock of defendant BHC.
2000, there were 23,500,OOO shares of common stock outstanding.
Defendant Herbert J. Siegel is Chairman of the Board and is also
Chairman of the Board and President of Chris-Craft Industries.
Defendants John L. Eastman, Barry S. Greene, Lawrence M. Kashdin,
Defendant Merkel is also Senior Vice President and Treasurer of Chris-Craft.
Defendant Siegel is also Executive Vice President and a Director of Chris-Craft.
the "Director Defendants"), owe fiduciary duties to BHC and its public shareholders.
brought is so numerous that joinder of all class members is impracticable.
members of the Class and which predominate over any questions affecting any
Defendants have acted and will continue to act on grounds generally
For the reasons stated herein, a class action is superior to other available
Under the terms of the deal, BHC shareholders will receive either $66 per share in cash
and 2.227;!3 News Corp. Preferred ADRs, 3.3755 ADRs, or $165 in cash per share.
apparent value of the assets of BHC which include close to $1.4 billion in cash and
effort employed on behalf of BHC's minority shareholders.
The proposed transaction is wrongful, unfair and harmful to the BHC
Plaintiff has no adequate remedy at law.
Declaring that this action may be maintained as a class action;
the Class for all losses and damages suffered and to be suffered by them as a result of
U) Granting such other and further relief as may be just and proper.
|
