IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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CHARLES SCHMITZ,
Plaintiff,
:..
- against - : Civil Action No.
.
MICHAEL E. HEISLEY,SR., MICHAEL E.
HEISLEY,JR., ANDREW G.C. SAGE, II,
E.A. ROSKOVENSY, FRANK A.
BENEVENTO, II, STANLEY G. BERMAN,
STANLEY H. MEADOWS, GREGG C. SAGE,
THE HEICO COMPANIES, L.L.C., HEICO
HOLDING COMPANY, and
ROBERTSON-CECO CORPORATION,
Defendants.
CLASS ACTION COMPLAINT
Plaintiff, alleges upon information and belief, except
for paragraph 2 hereof, which is alleged upon knowledge, as
follows:
1. Plaintiff brings this action pursuant to Rule 23 of
the Rules of the Court of Chancery individually and as a class
action on behalf of all persons, other than defendants and those in
privity with them, who own the common stock of Robertson-Ceco
Corporation ("Robertson" or the "Company").
2. Plaintiff has been the owner of the common stock of
the Company since prior to the transaction herein complained of and
continuously to date.
3. Robertson is a corporation duly organized and
SNIPPETS:
Plaintiff, alleges upon information and belief, except
action on behalf of all persons, other than defendants and those in
who own the common stock of Robertson-Ceco
Corporation ("Robertson" or the "Company").
entity proposing to purchase the remaining outstanding shares of
Collectively, Heico Cos., Heico Holding, Inc. ("Heico
Holding"), and Defendant Michael E. Heisley, Sr.,
own 11.2 million shares of Robertson,
company's outstanding shares.
is also a Director and the Chief Executive Officer of the Company.
and also serves as its President and Chief
Defendant Stanley H. Meadows is a
The Individual Defendants, by reason of their
public shareholders of Robertson the highest duties of good faith,
The Class is so numerous that joinder of all members
There are questions of law and fact which are common
the detriment of the plaintiff and the other public stockholders
constitutes a breach of the duty of fair
and whether the Class is entitled to injunctive relief
The price of $10.00 per share to be paid to the
unfairly from the transaction at the expense of Robertson's public
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