IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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CRANDON CAPITAL PARTNERS LP,
on behalf of itself
and all others similarly situated,
Plaintiff, Civil action No. flf/ IM fY(E.
SHAREHOLDER CLASS
-against- ACTION COMPLAINT
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.
Plaintiff, as and for its class action complaint, alleges upon perso&knowl&e as to
itself and its own acts, and upon information and belief, as to all other matters, as follows:
PARTIES
1. Plaintiff Crandon Capital Partners LP, is a Florida Limited Partnership which has
owned shares of the common stock of MascoTech Inc. ("MascoTech" or the "Company") at all
relevant times and continues to own such shares.
2. MascoTech, is a Delaware corporation with its principal place of business at
21001 Van Born Road, Taylor, Michigan. MascoTech was incorporated in 1984, and is a
diversified industrial manufacturing company utilizing advanced metalworking capabilities to
supply metal formed components used in vehicle engine and drivetrain applications, specialty
1
SNIPPETS:
Plaintiff, as and for its class action complaint, alleges upon perso&knowl&e as to
itself and its own acts, and upon information and belief, as to all other matters, as follows:
owned shares of the common stock of MascoTech Inc. at all
relevant times and continues to own such shares.
supply metal formed components used in vehicle engine and drivetrain applications,
MascoTech's stock was trading at $20.25 per share on August 2,200O.
Masco Corporation is a Delaware corporation with its principal place
Defendant Richard A. Manoogian is a member of MascoTech's board and its
Vice-Chairman and Chief Executive Officer of MascoTech.
Defendant Roger T. Fridholm is a director of MascoTech.
Defendant William K. Howenstein is a director of MascoTech.
Defendant John A. Morgan is a director of MascoTech.
The defendants identified in paragraphs 4 through 10 collectively constitute the
entirety of MascoTech's board of directors, and are hereinafter referred to as the "Individual
MascoTech and/or their exercise of control and ownership over the business and corporate
shareholders fiduciary obligations and were and are required by law to:
Plaintiff brings this action as a class action pursuant to Court of Chancery Rule 23
individually and on behalf of all MascoTech common stock holders who have been or will be
The members of the Class are so numerous that joinder of all of them would be
There are questions of law and fact common to the members of the Class
whether the defendants have and are breaching their fiduciary duties to the
Class have sustained damages, and what is the proper measure of those damages.
to be acquired by an affiliate of Heartland Industrial Partners, a private equity
allowed the price of MascoTech stock to be capped.
MascoTech's public shareholders of the maximum value to which they are entitled.
WHEREFORE, plaintiff demands judgment and preliminary and permanent relief,
duties to plaintiff and other members of the Class or aided and abetted such breaches;
Enjoining the buy-out transaction and, if such transaction is consummated,
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