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1
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STIPULATION AND AGREEMENT OF COMPROMISE SETTLEMENT AND RELEASE
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EXTRACTED KEY WORDS
STIPULATION SETTLEMENT COURT PLAINTIFFS COUNSEL PARTIES AGREEMENT DEFENDANTS TRANSACTION MEMBERS COMMITTEE APPROVE EXECUTORS PROCEEDS SHAREHOLDERS STOCK SATURN DIRECTORS ATTORNEYS HEARTLAND RECAPITALIZATION AGREEMENT DISCLOSURES RIVERSIDE DELAWARE ACCORDANCE LAW REASONS DISMISS EXPENSES |
ORIGINAL
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
____________________-------------------------- -_ _-_ __X
IN RE MASCOTECH INC. CONSOLIDATED
SHAREHOLDERS LITIGATION CIVIL ACTION NO. 18186 NC
-----------------------------------------------------x
STIPULATION AND AGREEMENT
OF COMPROMISE, SETTLEMENT AND RELEASE
The parties to the above-captioned consolidated civil action (the "Action"), by and
their attorneys, have entered into the following Stipulation and Agreement of Compromise,
Settlement, and Release (the "Stipulation"), subject to the approval of the Court:
WHEREAS:
A. MascoTech, Inc. ("MascoTech" 6r the "Company") was, at all relevant
Delaware corporation, with its principal executive offices located at 21001 Van Born Road,
Taylor, Michigan. The Company manufactures a broad range of semi-finished components,
subassemblies and assembled products for the original equipment and aftermarket segments of
the global transportation industry.
B. Heartland Industrial Partners, L.P. ("Heartland") is a buyout firm focused
industrial buyouts and buildups. Riverside Company LLC ("Riverside") is an affiliate of
Heartland.
C . Defendant Richard A. Manoogian ("Manoogian") was, at all relevant times,
Chairman of the Board of MascoTech. Manoogian has also served as Chairman and Chief
Executive Officer of Masco Corporation ("Masco"), which owned approximately 17.5% of
MascoTech. Pursuant to the terms of the Transaction (as defined below), Masco, Manoogian, and
certain members of the Company's management retained a 20% equity stake in the post-merger
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2
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COMPLAINT
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EXTRACTED KEY WORDS
MASCOTECH MEMBERS PLAINTIFF PUBLICLY-HELD STOCKHOLDERS SHAREHOLDERS FIDUCIARY DUTIES STOCK DIRECTORS SHARES CONTROL ACT BREACH COMPLAINT OFFICERS DEFENDANT MANOOGIAN MASCO CORPORATION COURT ENJOIN COMMON STOCK POWER FIDUCIARY OBLIGATIONS UNFAIR ADEQUATE INJUNCTIVE RELIEF CONFLICTS SALES RELEVANT TIMES CHAIRMAN |
IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
X
CAROLINE WEISZ,
i Civil ActionNo. / 81 g& It/c
Plaintiff,
vs.
FRANK M. HENNESSEY, HELMUT F. STERN, ; r._I ;
WILLIAM K. HOWENSTEIN, ROGER T. ",,
::
FRIDHOLM, PETER A. DOW, RICHARD A. `_ r-l
MANOOGIAN, JOHN A. MORGAN, MASCOTECH, ; .
INC. and MASCO CORPORATION, . t
. -
- -
IC' -; . .
Defendants. :-. : CT
X r; C?
Plaintiff, as and for his complaint, alleges upon information and belief, except as to
himself, which he alleges upon knowledge, as follows:
NATURE OF THE ACTION
1. This is a stockholders' class action on behalf of the public stockholders of
MascoTech, Inc. ("MascoTech" or the "Company"), against its officers and directors of
MascoTech to enjoin certain actions of defendants related to the proposed acquisition of the
outstanding shares of MascoTech common stock by MascoTech's largest shareholders to the
exclusion of other bona fide bidders.
- -
THE PARTIES
2. Plaintiff is and at all relevant times has been an owner of the common stock of
MascoTech.
3. MascoTech is a Delaware Corporation with its principal executive offices located
at 2 100 1 Van Born Road, Taylor, Michigan, 48 180. MascoTech manufactures and supplies
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