IN AND FOR NEW CASTLE COUNTY
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AARON BRODY,
Plaintiff, CIVIL ACTION NO. / SacI `7
V.
EDGAR M. CULLMAN, SR.,
EDGAR M. CULLMAN, JR.,
SUSAN R. CULLMAN, JOHN L. ERNST, .
PETER J. SOLOMON, BRUCE A. :
BARNET, JOHN L. BERNBACH,
THOMAS C. ISRAEL, DAN W. LUFKIN,
GRAHAM V. SHERREN,
FRANCES T. VINCENT, JR. and
GENERAL CIGAR HOLDINGS, INC.,
Defendants.
CLASS ACTION COMPLAINT
Plaintiff alleges, upon information and belief, except as to allegations pertaining to
which are alleged upon personal knowledge, as follows:
1. Plaintiff Aaron Brody owns and has owned, at all times relevant hereto, shares of
Class A common stock of General Cigar Holdings, Inc. ("General Cigar" or the "Company").
2. General Cigar is a Delaware corporation with its principal executive offices
at 387 Park Avenue South, New York, New York. General Cigar manufactures and markets cigars
under the registered brand names of high end cigars formerly produced in Cuba.
3. Defendant Edgar M. Cullman, Sr., ("Cullman, Sr."), age 82, is the Chairman of the
Board of Directors of the Company and the father of Edgar M. Cullman Jr. and Susan R. Cullman.
As of January 19,2000, Cullman Sr. owned or controlled 162 Class A shares and 9,934,990 Class
B shares of the Company's stock.
SNIPPETS:
EDGAR M. CULLMAN, SR.,
Plaintiff alleges, upon information and belief, except as to allegations pertaining to
which are alleged upon personal knowledge,
Plaintiff Aaron Brody owns and has owned, at all times relevant hereto, shares of the
Class A common stock of General Cigar Holdings, Inc..
at 387 Park Avenue South, New York, New York.
Board of Directors of the Company and the father of Edgar M. Cullman Jr.
Defendant Edgar M. Cullman,
and the brother of Susan R.
services provided in connection with this transaction.
"Individual Defendants."
the Company, owe Plaintiff and the other public shareholders fiduciary duties, including the
shares of General Cigar will be purchased by a subsidiary of Swedish Match AB at a price of
The Cullman Group will continue to own 36% of the stock of the Company following the
will continue in their roles as Chairman and President and CEO,
the Proxy Statement is materially misleading and does not provide
Company has exclusive trademark rights to many brands of cigars, such as Partagas, Hoyo de
It was only after the negotiations had reached agreement on all ofthese critical points
that the Board appointed a"Specia1 Committee" consisting of Defendants Lutkin, Israel and
The Board refused to authorize the Special Committee or its advisors to solicit
the independence and disinterest necessary to vote on this transaction for the following
Avenue South, New York, New York, which it owns, at cost less depreciation.
location, only 25,000 square feet of which is used by the Company for its executive offices.
knowingly or recklessly made untrue statements of material fact and/or omitted material facts
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