IN AND FOR NEW CASTLE COUNTY
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ALAN FREBERG,
Plaintiff, C.A. No. 1 9'S% "
- against -
SILAS L. NICHOLS, ROBERT L.
SMIALEK, DAVID J. BURNS, J. DAVID : CLASS ACTION COMPLAINT
CARTWRIGHT, JAMES S. GLEASON, :
MARTIN L. ANDERSON, JOHN W. :
GUFFEY, JR., WILLIAM P. MONTAGUE, :
GLEASON CORPORATION and
VESTAR CAPITAL PARTNERS,
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Defendants. :
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Plaintiff, alleges upon information and belief, except for paragrwh yl
hereof, which is alleged upon personal 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 Gleason
Corporation ("Gleason Corp." 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. Gleason Corp. is a corporation duly organized and existing under
SNIPPETS:
defendants and those in privity with them, who own the common stock of Gleason
Corporation ("Gleason Corp." or the "Company").
since prior to the transaction herein complained of and continuously to date.
Defendant Vestar Investment Partners LLC is a New
York based investment firm specializing in management buy-outs and growth capital
15% of the Company's outstanding common stock.
Directors of the Company.
Company's public shareholders, whose fiduciary duties, at all times relevant herein,
Plaintiff brings this action on his own behalf and as a class action,
The Class is so numerous that joinder of all members is
Gleason Corp. common stock outstanding,
UN There are questions of law and fact which are common to
constitutes a breach of the duty of fair dealing with respect to the
injunctive relief or damages as a result of the wrongful conduct committed by
and all members of the Class, thereby making appropriate injunctive relief and/or
Class would create a risk of inconsistent or varying adjudications with respect to
and Vestar (hereinafter collectively the "Vestar Group") whereby the Vestar Group will
The proposed merger represents an improper attempt to eliminate
Gleason Corp.`s valuable business and assets.
in Gleason Corp.`s stock price to buy the Company at an inadequate price.
proposed plan will, for a grossly inadequate consideration, deny plaintiff and the other
By reason of the foregoing,
Plaintiff and the Class have no adequate remedy at law.
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