IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
MICHAEL SCHIETA, X
Civil Action No.
Plaintiff,
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FRANK M. HENNESSEY, HELMUT F. STERN, ; s,_-
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WILLIAM K. HOWENSTEIN, ROGER T. .
FRIDHOLM, PETER A. DOW, RICHARD A. : " .
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MANOOGIAN, JOHN A. MORGAN, MASCOTECH, : `. _
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INC. and MASCO CORPORATION, ( ;: zy ;
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Defendants. x
Plaintiff, as and for his complaint, alleges upon information and belief, except as to
1 which he alleges upon knowledge, as follows:
THE PARTIES
1. Plaintiff is and at all relevant times has been the owner of shares of the common
of MascoTech, Inc. ("MascoTech" or the "Company").
2. MascoTech is a Delaware Corporation with its principal executive offices located at
21001 Van Born Road, Taylor, Michigan, 48180. MascoTech manufactures and supplies metal
formed components used in a variety of applications. MascoTech's two largest shareholders are
defendant Richard A. Manoogian ("Manoogian"), who owns approximately 14.7% of the
outstanding stock and is Chairman of MascoTech's Board of Directors, and defendant Masco
Corporation, which owns approximately 17.5% of the outstanding stock.
SNIPPETS:
Plaintiff, as and for his complaint, alleges upon information and belief, except as to
Plaintiff is and at all relevant times has been the owner of shares of the common stock
of MascoTech,
MascoTech is a Delaware Corporation with its principal executive offices located at
which owns approximately 17.5% of the outstanding stock.
Defendant Manoogian is Chairman and Chief Executive Officer of Masco Corporation.
Board of Directors of MascoTech (collectively, the "Individual Defendants").
Each Individual Defendant owes MascoTech's public stockholders fiduciary
Masc0Tec.h in such a manner as to heed the expressed views of its public shareholders;
Masco Corporation and defendant Manoogian, its Chairman, together control over
they have the power to designate
MascoTech's directors and dictate its business and corporate affairs.
owes the same fiduciary duties to MascoTech's public shareholders as would any person or
particularly in connection with the self-dealing transaction complained
Plaintiff brings this action pursuant to Rule 23 of the Rules ofthe Court of Chancery,
The Class is so numerous thatjoinder of all members is impracticable.
which unfairly benefits them at the expense of the Company's public stockholders;
Plaintiff is committed to prosecuting this action and has retained competent counsel
management will retain an equity stake of approximately 20% in the successor company.
The merger will enable the Buy-Out Group to acquire 100% equity ownership of
for an inadequate price.
artificial lid on the market price of MascoTech's stock so that the market would not reflect
the benefits of:I 00% ownership of the Company to which plaintiff and the Class are not privy.
all damages caused to them and account for all profits and any special benefits obtained as a
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