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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
\ ' IN AND FOR NEW CASTLE COUNTY
WILLIAM HARPER, individually and on behalf of
all others similarly situated,
Plaintiff,
- against -
SILAS L. NICHOLS, ROBERT L. SMIALEK,
DAVID J. BURNS, J. DAVID CARTWRIGHT,
JAMES S. GLEASON, MARTIN L. ANDERSON,
JOHN W. GUFFEY, JR., WILLIAM P.
MONTAGUE, GLEASON CORPORATION and
VESTAR CAPITAL PARTNERS, INC.
Defendants.
INTRODUCTION
1. Plaintiff alleges on information and belief, except for those
pertain to plaintiff which are alleged upon personal knowledge, as follows:
2. This action arises out of an unlawful scheme and plan by Vestar Capital
Partners, Inc. ("Vestar") and certain senior management (the "Investor Group") of Gleason
Corporation ("Gleason" or the "Company") to acquire the remaining ownership of the
Company in a going-private transaction for grossly inadequate consideration and without
full and complete disclosure of all material information, in breach of defendants' fiduciary
duties.
THE PARTIES
3. Plaintiff is and has been at all relevant times the owner of Gleason
SNIPPETS:
pertain to plaintiff which are alleged upon personal knowledge,
This action arises out of an unlawful scheme and plan by Vestar Capital
Inc. and certain senior management (the "Investor Group") of Gleason
Company in a going-private transaction for grossly inadequate consideration and without
full and complete disclosure of all material information, in breach of defendants' fiduciary
of the Delaware with its principal executive offices located at 1000 University Avenue,
Rochester, New York.
December 31, 1997, Gleason had issued and outstanding 9,943,241 shares of common
stock outstanding, of which the senior management of Gleason taking the Company
W Defendant James S. Gleason is and was at all relevant times Chairman, President and Chief
directors and officers own 15%.
The individual defendants named above,
officers and/or directors of Company, owe the highest fiduciary duties of good faith, loyalty,
individually and on behalf of all other stockholders of the Company (except the
The Class is so numerous thatjoinder of all members is impracticable.
each of the members of the Class, who has suffered or will suffer damages, to bring
the price of Gleason stock traded
Unless enjoined by this Court, defendants will continue to breach their
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