IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY __I; 1
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MICHAEL GILBERT, CA. No. ; ;,-;
Plaintiff,
V.
RICHARD A. MANOOGIAN; HELMUT F.
STERN; FRANK M. HENNESSEY; PETER A.
DOW; ROGER T. FRIDHOLM; WILLIAM K.
HOWENSTEIN; JOHN A. MORGAN; MASCO
CORPORATION and MASCOTECH, INC.,
Defendants.
COMPLAINT
Plaintiff, by his attorneys, alleges upon information and belief, except as to paragraph 1
which is alleged upon personal knowledge, as follows:
THE PARTIES
1. Plaintiff Michael Gilbert ("plaintiff") is the owner of common stock of Mascotech,
Inc. ("Mascotech" or the "Company") and has been the owner of such shares continuously since
prior to the wrongs complained of herein.
2. Defendant Mascotech is a corporation duly existing and organized under the laws of
the State of Delaware, with its principal executive offices located at 2 100 1 Van Born Road,
Michigan. Mascotech is a diversified industrial manufacturing company utilizing advanced
metalworking capabilities to supply metal formed components used in vehicle engine and drivetrain
applications, specialty fasteners, towing systems, packaging and sealing products and other
products. The Company manufactures a broad range of semi-finished components, subassemblies
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
Plaintiff, by his attorneys, alleges upon information and belief, except as to paragraph 1
Plaintiff Michael Gilbert is the owner of common stock of Mascotech,
metalworking capabilities to supply metal formed components used in vehicle engine and
applications, specialty fasteners, towing systems, packaging and sealing products and other
transportation industry.
Defendant Richard A. Manoogian is and at all times relevant hereto
Manoogian also serves as Chairman and Chief
Executive Officer of Masco Corporation, which owns approximately 17.5% of Mascotech.
Defendants Helmut F. Stern, Peter A. Dow, Roger T. Fridholm, William K
stockholders of Mascotech, and owe plaintiff and the other members of the class the highest
Plaintiff brings this action individually and as a class action, pursuant to Rule 23 of
The Class is so numerous that joinder of all members is impracticable.
Heartland will acquire Mascotech in a transaction valued at over $2 billion.
Pursuant to the terms ofthe merger agreement,
will receive a cash payment of $16.90 per Mascotech share, plus an additional cash payment per
Unlike the other public shareholders of Mascotech, Masco Corporation, defendant
an approximate 20% ownership stake in the post-merger entity.
The merger consideration to be paid to Class members is unfair and grossly
interests and their fiduciary obligations or, if such conflicts exist, to ensure that all the
By reason of the foregoing acts, practices and course of conduct, defendants have
Unless enjoined by this Court, the defendants will continue to breach their fiduciary
Plaintiff and the Class have no adequate remedy at law.
WHEREFORE, plaintiff demands judgment and preliminary and permanent relief, including
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