IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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HERBERT BEHRENS,
Plaintiff,
-against- CLASS ACTION COMPLALINT..
KEEBLER FOODS COMPANY, ROBERT
I' . CROZER, SAM K. REED, AMOS R.
MCMULLIAN, JIMMY M. WOODWARD,
G . ANTHONY CAMPBELL, C. MARTIN
WOOD, III, FRANKLIN L. BURKE,
MELVIN T. SMITH, JOHNSTON C.
ADAMS, JR., WAYNE H. PACE and
FLOWERS INDUSTRIES, INC.,
Defendants.
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Plaintiff alleges upon information and belief, except as
to paragraph 1 which plaintiff alleges upon knowledge, as follows:
1. Plaintiff is a shareholder of Keebler Foods Company
("Keebler" or the "Company").
2. Keebler is a corporation duly organized and existing
under the laws of the state of Delaware, with its principal offices
located at 677 Larch Avenue, Elmhurst, Illinois 60126. Keebler
manufactures and sells cookies and crackers. The Company also
makes and sells ice cream cones, pie crusts, and custom baked
:products for other companies. Keebler's brand names include
Keebler, Cheez-It, and Carr's.
3. Defendant Flowers Industries, Inc. (l'Flowerslt)
provides and markets a full line of fresh and frozen baked foods to
retail and food service customers across the United States.
Flowers owns approximately 55% of Keebler's total shares
outstanding.
4. Defendant Robert P. Crozer is the Chairman of
Keebler's Board of Directors and Vice Chairman of Flowers' Board of
Directors.
5. Defendant Sam K. Reed is a Director of Keebler and
its President and Chief Executive Officer.
6. Defendant Amos R. McMullian is a Director of
Keebler, the Chief Executive Officer of Flowers, and the Chairman
Iof Flowers' Board of Directors.
7. Defendant Jimmy M. Woodward is a Director of Keebler
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
Plaintiff alleges upon information and belief, except as to paragraph 1 which plaintiff
Plaintiff is a shareholder of Keebler Foods Company.
makes and sells ice cream cones, pie crusts, and custom baked
provides and markets a full line of fresh and frozen baked foods to retail and food service
Flowers owns approximately 55% of Keebler's total shares outstanding.
Defendant Robert P. Crozer is the Chairman of Keebler's Board of Directors and Vice Chairman
Defendant Amos R. McMullian is a Director of Keebler, the Chief Executive Officer of Flowers,
Defendant Jimmy M. Woodward is a Director of Keebler and the Vice President and Chief
Plaintiff brings this action on his own behalf and as a class action, pursuant to Rule 23 of
There are questions of law and fact which are common to the Class, including: whether Flowers
Plaintiff is committed to prosecuting this action and has retained competent counsel
The announcement marks the first step in Flowers' plan to appropriate for itself a premium
Flowers seeks to insulate itself from Iliability by causing the Flowers controlled Keebler
By reason of the foregoing, the Class will suffer irreparable harm, absent injunctive relief
Plaintiff has no adequate remedy at law.
In the event such transaction is consummated, rescinding it and setting it aside or awarding
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