' i-
\ IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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JAMES LICHTENSTEIN, II
Plaintiff,
Civil Action
- against -
SILAS L. NICHOLS, ROBERT L. SMIALEK, 1 CLASS ACTION
DAVID J. BURNS, J. DAVID CARTWRIGHT, 1
JAMES S. GLEASON, MARTIN L. ANDERSON, 1
JOHN W. GUFFEY, JR., WILLIAM P.
I
MONTAGUE, GLEASON CORPORATION, 1
VESTAR CAPITAL PARTNERS, INC.
Defendants.
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Plaintiff, by his attorneys, alleges the following upon information and
allegations which pertain to plaintiff, which allegations are based upon personal
1. This action arises out of an unlawful scheme and plan by a group, led
Gleason, Gleason Corporation's Chairman of the Board of Directors and Chief Executive
(and owner of approximately 13% of Gleason Corporation's common stock), David Burns,
Gleason's President and Chief Operating Officer, the Gleason Foundation and Vestar
Partners (hereinafter referred to collectively as the "Gleason Management Buyout Group"
"Management Group") to acquire the remaining public shares of Gl.eason Corporation
or the "Company") in a going-private transaction for grossly inadequ.ate
of defendants' fiduciary duties. Plaintiff alleges that he and the other public
common stock are entitled to enjoin the proposed transaction, or alternatively, recover
the event the transaction is consummated.
SNIPPETS:
Plaintiff, by his attorneys, alleges the following upon information and belief, except for
Gleason, Gleason Corporation's Chairman of the Board of Directors and Chief Executive Officer
(and owner of approximately 13% of Gleason Corporation's common stock), David Burns,
Partners (hereinafter referred to collectively as the "Gleason Management Buyout Group" or the
"Management Group") to acquire the remaining public shares of Gl.eason Corporation ("Gleason"
or the "Company") in a going-private transaction for grossly inadequ.ate consideration and in
of defendants' fiduciary duties.
Plaintiff alleges that he and the other public stockholders of Gleason
fiduciary duties of good faith, loyalty, fair dealing, due care, and candor to plaintiff and
Plaintiff brings this action pursuant to Rule 23 of the Rules of this Court,
Excluded from the Class are the defendants herein, members of their immediate families, any
held by hundreds of shareholders of record.
listed and actively traded on the New York Stock Exchange;
thereby making appropriate injunctive relief and/or corresponding declaratory relief
Group to acquire one hundred percent equity ownership of Gleason and its valuable assets
The Buyout Transaction is the product of unfair dealing, and the price of $23 per
poised for significant future growth and earnings.
Transaction to place an artificial lid or cap on the market price for Gleason's stock to
continue to breach their fiduciary duties owed to the plaintiff and the members of the Class,
engage in arm's-length negotiations on the merger terms, and will consummate and close the
Transaction effected by defendants and/or awarding rescissory damages to the Class;
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