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1
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ANSWER
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EXTRACTED KEY WORDS
PARAGRAPH ALLEGATIONS COMPLAINT ADMIT REUNION BRADLEY REUNION INDUSTRIES CHATWINS PLAINTIFFS PURPORT AVER RESPONSIVE PLEADING LAW MERGER COMMON STOCK DEFENDANTS THOMAS FIRST SENTENCE SECOND SENTENCE DIRECTORS THIRD SENTENCE LEGG MASON UNDERSIGNED ATTORNEYS HEREBY RESPONSIVE PLEADING THERETO CHATWINS GROUP ACQUISITION SAC NAPTECH OUTSTANDING CORPORATE HEADQUARTERS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
LANCE S. GAD, >
Plaintiff,
V. ) Civil Action No. 17659-NC
REUNION INDUSTRIES, INC., CHARLES E.
BRADLEY, SR., JOHN G. POOLE, THOMAS L.
CASSIDY, THOMAS N. AMONETT, W. R.
CLERIHUE and FRANKLIN MYERS, 1.
Defendants.
.
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ANSWER
Defendants Thomas N. Amonett ("Amonett"), W. R. Clerihue ("Clerihue") and Franklin
Myers ("Myers") (collectively, "Defendants"), through their undersigned attorneys hereby
answer the plaintiffs complaint (the "Complaint") as follows:
1. Defendants deny the allegations of Paragraph 1 of the Complaint, but admit that
plaintiff purports to bring this action as a class action against Defendants, and Defendants aver
that, to the extent Paragraph 1 states conclusions of law, no responsive pleading thereto is
required.
2. Defendants lack knowledge or information sufficient to admit or deny the
allegations of Paragraph 2 of the Complaint.
3. Defendants admit the allegations of Paragraph 3 of the Complaint, except aver
that Reunion has relocated its corporate headquarters to Pittsburgh, Pennsylvania.
4. Defendants deny the allegations of Paragraph 4 of the Complaint. By way of
further answer, Defendants aver that Chatwins Group, Inc. ("Chatwins") was merged into
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2
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CLASS ACTION COMPLAINT
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EXTRACTED KEY WORDS
REUNION MERGER BRADLEY DEFENDANTS SHAREHOLDERS PLAINTIFF DIRECTORS STOCK SHARES EQUITY OWNERSHIP INDIVIDUAL DEFENDANTS ACQUISITION KINGWAY FIDUCIARY DUTIES LEGG MASON PROPOSED MERGER COMMON STOCK REUNION INDUSTRIES FRANKLIN MYERS CONTROLLING SHAREHOLDERS SELF-DEALING TRANSACTION MANAGEMENT NOLS OUTSTANDING CONNECTION JULIANA VINEYARDS PURCHASE PRICE |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
--___---___-------------------------------------------------- X
LANCE S. GAD
Civil Action No. /76%Thl.
-
REUNION INDUSTRIES, INC., CLASS ACTION COMPLAINT
CHATWINS GROUP, INC., CHARLES E. ; .c
BRADLEY, SR., JOHN G. POOLE, s *
THOMAS L. CASSIDY, THOMAS N.
AMONETT, W. R. CLERIHUE and
FRANKLIN MYERS,
Defendants.
--___----__-----_-------------------------------------------- X
NATURE OF THE ACTION
1. Plaintiff Lance S. Gad, brings this class acti'on on behalf of the public
shareholders of Reunion Industries Inc. ("Reunion" or the "Company") against Reunion's
controlling shareholders, Charles E. Bradley, Sr. and Chatwins Group Inc. ("Chatwins"),
and the directors of Reunion to enjoin, or alternatively to rescind, a self-dealing merger
between Reunion and its controlling shareholders (the "Merger") which unfairly transfers
substantial equity of Reunion to Chatwins, all to the detriment of Reunion's public
shareholders, whose ownership will be unfairly diluted. Defendants' actions in structuring,
proposing and implementing the Merger on terms that will result in a financial windfall to
Chatwins and the individual defendants at the expense of plaintiff and the Class constitute
breaches of fiduciary duties as set forth in detail herein.
1
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