IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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ERNEST HACK, on behalf of himself and
all others similarly situated, : Civil Action
Plaintiff,
V.
JOHNS MANVILLE CORP., CHARLES L. HENRY,
LEO BENATAR, ERNEST H. DREW, ROBERT A. FALISE, :
TODD GOODWIN, MICHAEL N. HAMMES, KATHERYN :
RUDIE HARRIGAN, LOUIS KLEIN, JR., CHRISTIAN :
E. MARKEY, JR., WILLIAM EMIL10 MAYER and THE :
MANVILLE PERSONAL INJURY SETTLEMENT TRUST, :
Defendants.
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CLASS ACTION COMPLAINT
Plaintiff, by his attorney, alleges upon information and belief except with respect
1:o his ownership of Johns Manville Corp. ("JMC" or the "Company") common stock,
which is alleged upon personal knowledge, as follows:
PARTIES
1. Plaintiff is the owner of the common stock of defendant JMC.
2. Johns Manville Corp. is a Delaware corporation with executive offices at
`717 17'h Street, Denver, Colorado 80202. JMC is a holding company with subsidiaries
which manufacture and sell various construction products. As of March 20, 2000, JMC
had approximately 147,595,587 shares of common stock outstanding held by over
8,000 shareholders of record.
3. The Manville Personal Injury Settlement Trust (the "Trust") was formed to
settle asbestos health claims against JMC and certain of its affiliates, and is entitled to
approve two of the Company's nominees for the Board of Directors. The Trust has
SNIPPETS:
ERNEST HACK,
Plaintiff, by his attorney, alleges upon information and belief except with respect
1:o his ownership of Johns Manville Corp. common stock,
Plaintiff is the owner of the common stock of defendant JMC.
The Manville Personal Injury Settlement Trust was formed to
settle asbestos health claims against JMC and certain of its affiliates,
approximately 112,730,819 shares of JMC common stock constituting approximately
fiduciary duties to the public common stockholders of JMC.
Defendant Charles L. Henry is Chairman of the Board,
Defendant Robert A. Falise is a Director of JMC.
and Managing Trustee of the Trust and is also named herein as defendant on claims
owe fiduciary duties to JMC and its public shareholders.
brought is so numerous that joinder of all class members is impracticable.
JMC common stock outstanding owned by shareholders scattered throughout the
Whether the Transaction is entirely fair to the public
Plaintiff anticipates that there will not be any difficulty in the management
liquidation preference of $2 for each JMC share.
JMC has also reportedly agreed to pay the Trust $90 million to settle the
The proposed transaction is wrongful, unfair and harmful to the JMC
JMC management to obtain special benefits at the expense of the public shareholders.
Plaintiff has no adequate remedy at law.
(4 Declaring that this action may be maintained as a class action;
the Class for all losses and damages suffered and to be suffered by them as a result of
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