IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE y--
IN AND FOR NEW CASTLE COUNTY y-`, _.I
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BILL GANEM,
Plaintiff, L
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Civil Action No.
- against - / `7th 7.f
THOMAS S. BEGEL, ANDREW M. WELLER, j
R. PHILIP SILVER, FRANCIS A. STROBLE, ( CLASS ACTION COMPLAINT
CAM:ILLO SANTOMERO, AND
TRANSPORTATION TECHNOLOGIES
INDUSTRIES, INC.,
Defendants.
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Plaintiff, by his attorneys, alleges the following upon information and belief,
except for those allegations which pertain to plaintiff, which allegations are based upon personal
knowledge:
1. This action arises out of an unlawful scheme and plan by a group, led by
Thomas S. Begel, Chairman of the Board of Directors and Chief Executive Officer of
Transportation Technologies Industries, Incorporated ("TTII" or the "Company"), Andrew M.
Weller, TTII's Executive Vice President and Chief Financial Officer, and other senior .members
of TTII's management (hereinafter referred to collectively as the "TTII Management Buyout
Group" or the "Management Group") to acquire the remaining public shares of TTII in. a going-
priva.te transaction for grossly inadequate consideration and in breach of defendants' fiduciary
duties. Plaintiff alleges that he and the other public stockholders of TTII common stock are
SNIPPETS:
Plaintiff, by his attorneys, alleges the following upon information and belief,
Transportation Technologies Industries, Incorporated ("TTII" or the "Company"), Andrew M.
Weller, TTII's Executive Vice President and Chief Financial Officer, and other senior .members
of TTII's management (hereinafter referred to collectively as the "TTII Management Buyout
Group" or the "Management Group") to acquire the remaining public shares of TTII in.
a goingpriva.te transaction for grossly inadequate consideration and in breach of defendants'
Plaintiff alleges that he and the other public stockholders of TTII common stock are
Plaintiff is and at all relevant times was the owner of TTII common stock.
Defendant Thomas M. Begel is and was at all times relevant hereto,
Chairman of the Board of Directors and Chief Executive Officer of the Company.
owe t?duciary duties of good faith, loyalty, fair dealing, due care, and candor to plaintiff
held by hundreds of shareholders of record.
in a plan and scheme to benefit the TTII Management Buyout Group at the expense of the
The Buyout Group has secured financing for this deal through numerous financial
The Buyout Transaction is the product of unfair dealing,
Buyout Transaction to place an artificial lid or cap on the market price for TTII's stock to
the true value and expected increased future value of TTII and its assets,
Unless the proposed Buyout Transaction is enjoined by the Court,
consummate and close the transaction complained of and succeed in their plan described above,
Transaction effected by defendants or awarding rescissory damages to the Class;
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