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1
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ORDER AND FINAL JUDGMENT
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EXTRACTED KEY WORDS
SETTLEMENT HEREBY CHANCERY PARTIES DIRECTORS PLAINTIFFS PURSUANT SCHEDULING ORDER ATTORNEYS STIPULATION DETERMINATION MEMBERS ADEQUATE COUNSEL DEFENDANTS CHANCERY RULES REPRESENTATIVES TRANSACTION LAW COMMON AFFILIATES DELAWARE SETTLEMENT HEARING ACCORDANCE JUDGEMENT CAMILLO SANTOMERO COMPROMISE MANNER |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
_-_-_----------_-------------- x
WILLIAM PHELPS, LAWTON WILLISTON,
AMY F. BRETAN, RUTH GRENING, BILL :
GANEM, E. CLAIBURNE HOGGE, and KIRK
BIERACH,
Plaintiffs,
CONSOLIDATED
V. CIVIL ACTION NO. 17664 NC
TRANSPORTATION TECHNOLOGIES
INDUSTRIES, INC., THOMAS M. BEGEL,
ANDREW M. WELLER, R. PHILIP SILVER, :
FRANCIS A. STROBLE, and CAMILLO
SANTOMERO,
Defendants.
ORDER AND FINAL JUDGMENT
The Stipulation and Agreement of Compromise, Settlement and Release, dated
August 17, 2001, (the "Stipulation"), of the above-captioned consolidated Action (the "Action"),
having been presented at the Settlement Hearing on October 31, 2001, pursuant to the Scheduling
Order entered herein on August 28, 2001 (the "Scheduling Order"), which Stipulation was joined
and consented to by all parties to the Action and which (along with the defined terms herein) is
incorporated herein by reference; and the Court having determined that notice of said hearing was
given in accordance with the Scheduling Order to members of the Class as certified by the Court
in the Scheduling Order and that said notice was adequate and suflicient; and the parties having
appeared by their attorneys of record; and the attorneys for the respective parties having been
heard in support of the settlement of the Action, and an opportunity to be heard having been given
as provided in the notice; and the entire matter of the Settlement having been considered by the
court;
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2
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PLAINTIFFS BRIEF IN SUPPORT OF PROPOSED SETTLEMENT
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EXTRACTED KEY WORDS
COUNSEL FEE COURT SETTLEMENT EXPENSES ATTORNEYS PROPOSED SETTLEMENT DEL REASONABLENESS SHAREHOLDERS BEGEL LITIGATION NATURE TTII INVESTOR GROUP SPECIAL COMMITTEE TRANSACTION DEFENDANTS ABBEY GARDY LLP INDUSTRIES CERTIFICATION TRANSPORTATION TECHNOLOGIES LEAD COUNSEL REPRESENTATIVES SHAREHOLDER LITIG MERRILL LYNCH SUBSEQUENT STOCKHOLDERS CONTINGENT |
ORIGINAL
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
------------------------------x
WILLIAM PHELPS, LAWTON WILLISTON,
AMY F. BRETAN, RUTH GRENING, BILL :
GANEM, E. CLAJBURNE HOGGE, and KIRK
BIERACH,
Plaintiffs, CONSOLIDATED
CIVIL ACTIONNO. 17664 NC
v.
TRANSPORTATION TECHNOLOGIES :
INDUSTRIES, INC., THOMAS M. BEGEL,
ANDREW M. WELLER, R. PHILIP SILVER, :
FRANCIS A. STROBLE, and CAMILLO
SANTOMERO,
Defendants.
------------------------------x
PLAINTIFFS' BRIEF IN SUPPORT OF
PROPOSED SETTLEMENT AND
APPLICATION FOR ATTORNEYS' FEES AND EXPENSES
ROSENTHAL, MONHAIT, GROSS
& GODDESS, P.A.
Norman M. Monhait
Suite 1401, Mellon Bank Center
P.O. Box 1070
Wilmington, Delaware 19899
(302) 656-4433
Liaison Counsel for Plaintiffs
WECHSLER HARWOOD
HALEBIAN & FEFFER LLP
488 Madison Avenue, 8th Floor
New York, NY 10022
ABBEY GARDY LLP
212 East 39" Street
New York, NY 10016
BERNSTEIN LIEBHARD & LIFSHITZ, LLP
10 East 40th Street
New York, NY 10016
Lead Counsel for Plaintiffs
October 26, 2001
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3
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INC. STIPULATION AND AGREEMENT OF COMPROMISE SETTLEMENT AND RELEASE
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EXTRACTED KEY WORDS
STIPULATION PARTIES SETTLEMENT TTII MANAGEMENT MEMBERS COUNSEL DELAWARE THOMAS ATTORNEYS PLAINTIFFS AGREEMENT BEGEL TRANSACTION TRANSPORTATION TECHNOLOGIES CONSOLIDATED CIVIL SPECIAL COMMITTEE DEFENDANTS INDUSTRIES SANTOMERO PARTIES HERETO CASTLE COUNTY WILLIAM PHELPS LAWTON WILLISTON CLAIBURNE HOGGE PHILIP SILVER COMPROMISE PROPOSED TRANSACTION SUCCESSORS |
ORIGINAL `I
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
------------------------------x
WILLIAM PHELPS, LAWTON WILLISTON,
AMY F. BRETAN, RUTH GRENING, BILL :
GANEM, E. CLAIBURNE HOGGE, and KIRK
BIERACH.
Plaintiffs,
CONSOLIDATED
v. CIVIL ACTION NO. 17664 NC
TRANSPORTATION TECHNOLOGIES
INDUSTRIES, INC., THOMAS M. BEGEL,
ANDREW M. WELLER, R. PHILIP SILVER, :
FRANCIS A. STROBLE, and CAMILLO
SANTOMERO,
Defendants.
------------------------------x
STIPULATION AND AGREEMENT OF
COMPROMISE, SETTLEMENT AND RELEASE
The parties to the above-captioned consolidated civil action (the "Action"), by
and through their respective attorneys, have entered into the following Stipulation and
Agreement of Compromise, Settlement and Release (the "Stipulation" or "Settlement
Agreement"), subject to the approval of the Court.
WHEREAS:
A. On or about December 14, 1999, Transportation Technologies
Industries, Inc. ("TTII" or the "Company") issued a press release announcing that an
investment group led by members of the Company's senior management (the "Management
Group") had made a proposal to the TTII board to acquire all of the outstanding shares of
TTII for $20.00 per share in cash (the "Proposed Transaction").
B. At a meeting of the TTII board of directors on December 14, 1999, the
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4
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CLASS ACTION COMPLAINT
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EXTRACTED KEY WORDS
PLAINTIFFS TTI MEMBERS STOCKHOLDERS TRANSACTION PRICE BUSINESS COMMON BUYOUT GROUP RELIEF STOCK DAMAGES BREACH ASSETS ALLEGE PROPOSED TRANSACTION COURT TIMES RELEVANT CONSUMMATE UNFAIR FINANCING LAW OFFICER SHARES FIDUCIARY DUTIES YORK WELLER DEALING INADEQUATE PRICE |
.-, . . . .
THEE COURT OF CHANCERY FOR THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
WILLIAM PHELPS and LAWTON
WILLISTON, on behalf of
themselves and all others
similarly situated,
:
Plaintiffs, .
;
-against- I,
TRANSPORTATION TECHNOLOGIES
INDUSTRIES, INC., THOMAS M . BEGEL, ;
ANDREW M. WELLER, R. PHILIP SILVER :
FRANCIS A. STROBLE, and CAMILLO :
SANTOMERO,
Defendants. ::
CLASS ACTION COMPLAINT
1 . PLaintiffs, b y their attorneys, al$ege upon
informaLion and belief, except as to paragraph 1 which plaintiffs
allege upon knowledge, as follows:
2. Plaintiffs are and were, at all times relevant to
rhis action, stockholders of defendant Transporation Technologies,
Inc. ( "TTI" or the "Company") -
3. Plaintiffs bring this actiononbehalf of themselves
and all other stockholders of defendant TT'I who are simxlarly
gituat;ed, to enloin a contemplated acquisition transaction of TTI
of alternatively, to seek rescission or rescissory damages in the
event the aforesaid transaction is consummated. Plaintiffs allege
thar they and the other members of the class are entitled KO such
relief because the proposed transaction and the acI=s of defendants
In connection therewith, as alleged here.in, constitute self
dealing, deception, unfair dealing, overreaching and a breach of
the fiduciary duties owed to TTI stockholders by defendanrs. The
proposed transactron which would freeze out plaintiffs and the
other members of the class is being undertaken primarily to permit
certain management participants in the transaction to acquire the
business of TTI from plalntiffr; and the other class members at an
inadequate price and to permit said participants to maintain and
continue certain highly beneficial financial relationahlps with the
Company.
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