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1
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ANSWER
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EXTRACTED KEY WORDS
ADMIT PARAGRAPH PLAINTIFF ALLEGATIONS DEFENDANTS SBM PARAGRAPH PURPORT SPEAKS KSK MARRIOTT SUMMARIZE PLAINTIFFS CLAIMS LIMITED PARTNERS HOST MARRIOTT PARTNERSHIP UNITS RESPONSES HMC SUITES GENERAL PARTNER MSLP COMPLAINT FIRST SENTENCE DEFENDANTS REPEAT INCORPORATE REFERENCE TOWNSEND PARSONS PURCHASE EQUITY |
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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
KSK HAWAII CO., LTD., a Hawaii
corporation,
Plaintiff,
V .
MARRIOTT SBM ONE CORPORATION, CA. No. 17657 NC
HOST MARRIOTT CORPORATION, HMC
SUITES CORPORATION, MARRIOTT
SUITES, L.P., BRUCE F. STEMERMAN,
CHRISTOPHER G. TOWNSEND, and
ROBERT E. PARSONS, JR.
Defendants.
ANSWER
Defendants Marriott SBM One Corporation ("SBM?' or the "General Partner"),
Host Marriott Corporation ("Host"), HMC Suites Corporation ("HMC"), Marriott Suites, L.P.
("MSLP" or the "Partnership"), Bruce F. Stemerman, Christopher G. Townsend, and Robert E.
Parsons, Jr. hereby respond to the respective paragraphs of the Complaint as follows:
1. Defendants are without knowledge or information sufficient to form a
belief as to the truth of the allegations of this paragraph, except they admit that KSK was a
partner in the Partnership.
2. Denied, except admit that SBM was a Delaware corporation and that it
was the general partner of HSLP prior to December 1998.
3. Denied, except admit that Host was formerly known as Marriott
Corporation and that SBM and HMC were direct or indirect subsidiaries of Host.
4. Denied, except admit that HMC and SBM were direct or indirect
subsidiaries of Host Marriott.
5. Admitted.
6. Denied, except admit that Messrs. Stemerman, Townsend and Parsons
were directors of SBM for a period of time.
7. Denied, except admit that the Partnership acquired the Hotels in 1989 from
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2
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COMPLAINT
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EXTRACTED KEY WORDS
SBM KSK MSLP LIMITED PARTNERS HOST MARRIOTT DEFENDANTS PLAINTIFF RECAPITALIZATION HMC HOTELS BREACHES AGREEMENT AMENDED PARTNERSHIP INVESTMENT FIDUCIARY DUTY INDIVIDUAL DEFENDANTS INDUSTRY VOTING CONTROL PURCHASE BUSINESS PROSPECTS PRICE LOAN SALE SECURE MARKET MEMORANDUM REPRESENTATIONS EQUITY ROLL-UP |
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\' IN THE COURT OF CHANCERY OF THE STATE: OF
IN AND FOR NEW CASTLE COUNTY
KSK HAWAII CO., LTD., a Hawaii
corporation,
Plaintiff,
V.
MARRIOTT SBM ONE
CORPORATION, HOST
MARRIOTT CORPORATION,
HMC SUITES CORPORATION,
MARRIOTT SUITES L.P.,
BRUCE F. STEMERMAN,
CHRISTOPHER G. TOWNSEND,
and ROBERT E. PARSONS, JR.,
Defendants.
COMPLAINT
INTRODUCTION
This is an action brought by plaintiff KSK Hawaii
"Plaintiff') against defendants Marriott SBM One Corporation ("SBM"), HMC
Suites Corporation ("HMC"), Host Marriott Corporation ("Host Marriott"),
Marriott Suites Limited Partnership ("MSLP") for breachies of fiduciary
and breach of contract. This action arises out of SBM's and Host
recapitalization of MSLP pursuant to which Plaintiff wa,s forced to sell
limited partnership Units to HMC. As a result of the recapitalization,
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