IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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HARRY VOEGE,
Plaintiff, : Civil Action No. /$LlQ NC/
-against-
: CLASS ACTION COMPLAINT
JOHN C. SIEGEL, WILLIAM D. SIEGEL,
LAURENCE M. KASHDIN, JOHN L. c.
EASTMAN, HERBERT J. SIEGEL, JOELEN K.
MERKEL, BARRY S. GREENE, MORGAN L. .-
MILLER, BHC COMMUNICATIONS, INC.
and CHRIS-CRAFT INDUSTRIES, INC.,
Defendants.
X
Plaintiff alleges the following upon information and belief, except for those allegations
which pertain to plaintiff, which allegations are based upon personal knowledge:
THE PARTIES
1. Plaintiff is and at all relevant times was the owner of shares of the common
stock of BHC Communications, Inc. ("BHC" or the "Company").
2. Defendant Chris-Craft Industries, Inc. ("Chris-Craft") controls approximately
80% of the eqmty securities of BHC and over 97% of the voting power. Chris-Craft, through
its subsidiaries, operates television stations, including various very-high and ultra-high
frequency television stations, which serve markets across the United States. Also through,
BHC, Chris-Craft currently owns approximately 58% of the total outstanding stock of United
Television, Inc. ("UT,").
Dad: 113489"~tr#:19730'0294 -l-
3. BHC is a Delaware corporation with its headquarters located at 767 Fifth
SNIPPETS:
-against-JOHN C. SIEGEL, WILLIAM D. SIEGEL,
MILLER, BHC COMMUNICATIONS, INC. and CHRIS-CRAFT INDUSTRIES, INC.,
Plaintiff alleges the following upon information and belief,
80% of the eqmty securities of BHC and over 97% of the voting power.
its subsidiaries, operates television stations, including various very-high and ultra-high
frequency television stations, which serve markets across the United States.
Avenue, New `York, New York, 10153.
as a Director of Chris-Craft and UTV.
common stock of Chris-Craft and 10.9% of the Class B common stock of Chris-Craft.
well as a retired Senior Vice President -Finance and Controller,
of Chris-Craft common stock and 24, 043 shares of the Class B common stock of Chris-Craft.
The individual defendants, as officers
and/or directors of the Company, owe fiduciary duties of good faith, loyalty, fair dealing,
and candor to plaintiff and the other members of the Class.
Pursuant to the Buyout Transaction, News Corporation will pay each Chris-Craft shareholder
Chris-Craft sh.areholders can choose to receive either $34 in cash and 1.1591
Also pursuant to the Buyout Transaction,
preferred ADRs for each UTV share (representing a total price of approximately $1.6
commented on the high price of the Buyout Transaction for Chris-Craft shareholders.
Scott Davis of First Union Securities Inc. stated, "It looks like a bit of a high multiple".
substantial benefits at the expense of the minority public stockholders of BHC,
BHC's minority shareholders were not separately and independantly represented,
The Directors of BHC are not independent because they are also officers and/or
minority public stockholders, and represents an effort by defendants to aggrandize the
Class, and will consummate the proposed Buyout Transaction complained of, to the irreparable
Transaction or awarding rescissory damages to the Class;
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