IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
MARTIN KLOTZ DEFINED BENEFIT PLAN, C.A. No. 41 PC7;rC--Id\/
individual.ly and on behalf of all others similarly
situated, CLASS ACTION
COMPLAINT
Plaintiff,
- against -
SCOTT BICE, JENNY CRAIG, SIDNEY CRAIG,
MARVIN SEARS, ANDREA VAN De KAMP,
ROBERT WOLF, JENNY CRAIG, INC. AND
CRAIG ENTERPRISES, INC.,
Defendants.
INTRODUCTION
1. Plaintiff alleges on information and belief, except for those allegations which
pertain to' plaintiff which are alleged upon personal knowledge, as follows:
2. This action arises out of an unlawful scheme and plan by Craig Enterprises, Inc.
("Craig Enterprises") and certain officers and directors of Jenny Craig, Inc. ("Jenny Craig, Inc."
the "Company") to acquire the remaining ownership of the Company in a going-private transaction
for grossly inadequate consideration and without full and complete disclosure of all material
information, in breach of defendants' fiduciary duties.
THE PARTIES
3. Plaintiff is and has been at all relevant times the owner of Jenny Craig, Inc.
common stock.
4. Jenny Craig, Inc. is a corporation organized and existing under the laws of the
State of Delaware. Jenny Craig, Inc. provides weight loss services through hundreds of Company-
owned an'd franchised centers in the United States and internationally. Jenny Craig, Inc. has issued
SNIPPETS:
- against -SCOTT BICE, JENNY CRAIG, SIDNEY CRAIG,
ROBERT WOLF, JENNY CRAIG, INC.
Plaintiff alleges on information and belief,
pertain to' plaintiff which are alleged upon personal knowledge,
This action arises out of an unlawful scheme and plan by Craig Enterprises,
the "Company") to acquire the remaining ownership of the Company in a going-private
in breach of defendants' fiduciary duties.
Plaintiff is and has been at all relevant times the owner of Jenny Craig,
and outstanding about 20.6 million shares of common stock.
is the owner of approximately 14 million shares of the Company's common
Defendants Scott Bite, Jenny Craig, Sidney Craig, Marvin Sears, Andrea Van de
Kamp and Robert Wolf are and have been at all relevant times directors of the Company.
The individual defendants named above,
officers and/or directors of Company, and Craig Enterprises, as the majority stockholder of
individually and on behalf of all other stockholders of the Company (except the
The Class is so numerous that joinder of all members is impracticable.
There are questions of law and fact which are common to the Class
plaintiff and the other members of the Class, including their duties of entire fairness, fair
from Craig Enterprises to acquire all of the outstanding shares of Jenny Craig,
owned by public shareholders at a price of $3.75 per share.
The price of Jenny Craig, Inc. stock has traded as high as $4.50 per share in the
The price proposed in the Offer is particularly unfair in light of the Company's
Because Craig Enterprises controls a majority of the Company's common stock,
even though it is duty-bound to pay the highest fair price to the Company's public
Granting preliminary and permanent injunctive relief against the consummation of the
Ordering defendants to pay to plaintiff and to other members of the Class all damages
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