IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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WILLIAM BROWN, III, individually and : CANO. i4l/$0$7yL/t/c
on behalf of all others similarly situated,
Plaintiff, : CLASS ACTION COMPLAINT
- against -
RONALD D. PEDERSEN, GERALD
R. LEONARD, TIMOTHY M. BYRD,
JOHN P. ROCHON, NICK G.
BOURAS, EDWARD P. GRACE, III,
MICHAEL J. MERRIMAN, JAMES A.
SCHLINDWEIN, MARKETING
SPECIALISTS CORPORATION,
RICHMONT CAPITAL PARTNERS I,
L.P., and MS ACQUISITION LTD.
Defendants.
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INTRODUCTION
F'laintiff alleges on information and belief, except for those allegations which pertain to
plaintiff which are alleged upon personal knowledge, as follows:
1. This action arises out of an unlawful scheme and plan by Richmont Capital
I, L.P. ("RCPI `I), through its wholly-owned subsidiary, MS Acquisition Ltd. ("MS Acquisition")
to acquire the remaining ownership of Marketing Specialists Corporation ("MKSP" or the
"Company") for grossly inadequate consideration and without full and complete disclosure of all
material information, in breach of defendants' fiduciary duties.
THE PARTIES
2. Plaintiff is and has been at all relevant times the owner of MKSP common stock.
3. Defendant Ronald D. Pedersen ("Pedersen") is and was at all relevant times Chairman
and a director of MKSP. Pedersen formerly served as President, Chief Executive Officer and a
SNIPPETS:
F'laintiff alleges on information and belief, except for those allegations which pertain to
This action arises out of an unlawful scheme and plan by Richmont Capital Partners
I, L.P. ("RCPI `I), through its wholly-owned subsidiary, MS Acquisition Ltd.
to acquire the remaining ownership of Marketing Specialists Corporation ("MKSP" or the
"Company") for grossly inadequate consideration and without full and complete disclosure of
in breach of defendants' fiduciary duties.
Defendant Ronald D. Pedersen is and was at all relevant times Chairman
and a director of MKSP.
Defendant Gerald R. Leonard is and was at all relevant times President,
Chief Executive Officer and a director of MKSP.
Defendant Timothy M. Byrd is and was at all relevant times ChiefFinancial
Defendant John P. Rochon is and has been at all relevant times a director
are and have been at all relevant times directors of MKSP.
and candor to plaintiff and the other members of the Class.
MKSP is a food broker operating in the United States.
consumer products.
beneficial owner of approximately 13,086,589 shares, or 67.3% of MKSP's outstanding shares as
outstanding common stock of March 30,200O.
common stock, After the merger, the Company changed its name to Marketing Specialists
MKSP's outstanding shares for a price of $2.50 per share.
Defendants have conflicts of interest and thus cannot represent or protect the
inheremly unfair to them and that is the product of the defendants' conflict of interest,
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