IN THE COURT OF CHANCERY OF THE STATE IOF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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DAVID JAROSLAWICZ,
Plaintiff, Civil Action No. i 7 G (G3
- against -
CLASS ACTION COMPLAINT
GLEASON CORPORATION, VESTAR CAPITAL:
PARTNERS, INC., JAMES S. GLEASON, :
DAVID J. BURNS, ROBERT L. SMIALEK, :
J. DAVID CARTWRIGHT, MARTIN L. :
ANDERSON, JOHN W. GUFFEY, JR., :
WILLIAM P. MONTAGUE, DONALD D. :
LENNOX, SILIAS L. NICHOLS and
JULIAN W. ATWATER,
Defendants.
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Plaintiff, individually and on behalf of all persons similarly situated, alleges upon
knowledge as to himself and his own acts and as to all other matters upon information and belief,
as follows:
THE PARTIES
1. Plaintiff has been the owner of shares of the common stock of defendant Gleason
Corporation ("Gleason" or the "Company") and has owned such shares continuously since prior
to the wrongs complained of herein.
2. (a> Gleason is a corporation duly existing and organized under the laws
State of Delaware with its principal executive offices located at 1000 University Avenue, P.O. Box
22970, Rochester, New York. The Company is a world-wide leader in the development,
manufacture and sale of gear production machinery and related equipment for the automotive,
aerospace, agriculture, construction and marine industries.
0-4 As of September 30, 1999, the Company had approximately 9,586,178
SNIPPETS:
Plaintiff, individually and on behalf of all persons similarly situated, alleges upon personal
Corporation ("Gleason" or the "Company") and has owned such shares continuously since prior
22970, Rochester, New York.
shares of common stock issued and outstanding.
Defendant Vestar Capital Partners, Inc. is an investment banking firm
controls approximately 15% of the Company's outstanding shares of common stock.
Atwater are and were, at all times relevant hereto, Directors of the Company.
herein as the "Director Defendants.
plaintiff and the other public shareholders of Gleason the highest duties of good faith,
dealing, due care, loyalty and full, candid and adequate disclosure.
interest in the Company by reason of defendants' actions as more fully described herein (the
The members of the Class are so numerous that joinder of all members is
unfair to the public shareholders of Gleason; and whether plaintiff and the other members of
the Class are entitled to injunctive relief or damages as a result of defendants' wrongful
the Class and has retained counsel competent and experienced in class action litigation.
since the damages suffered by the individual Class members may be
Plaintiff anticipates no unusual difficulties in the management of this action
The proposed merger was unanimously approved by the
valuable business and assets.
Gleason's common share price to purchase the Company at a wholly unfair and inadequate price
Company's future prospects for continued growth and profitability; the $23 per share offer
Following consummation of the proposed merger, only the Acquiring Persons will be in a
By reason of the foregoing, defendants have breached and continue to breach their
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