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j IN THE COURT OF CHANCERY OF THE STATE
\ IN AND FOR NEW CASTLE
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CLIFF ORGNON,
Plaintiff,
- against -
;
ROBERT R. FERGUSON III, W. GREYSON
QUARLES, HOWARD WOLF, GREGORY J. :
ROBITAILLE, GREGORY HARDING-BROWN, :
>
JAMES H. GOODNIGHT, JOHN P. SALL and
.I
_-
MIDWAY AIRLINES CORPORATION,
_. i
Defendants.
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CLAStS ACTION COMPLAINT
Plaintiff, by his attorneys,
Goddess, P.A., for his complaint against defendants, alleges upon
information and belief, except for paragraph 2 hereof, which is
alleged upon knowledge, as follows:
1. Plaintiff brings this action
the Rules of the Court of Chancery on its behalf 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 Midway Airlines
Corporation ("Midway" or the "Company").
2. Plaintiff has been the owner of
the Company since prior to the transaction herein complained of and
continuously to date.
3. Midway is a corporation duly
under the laws of the State of Delaware. The Company is a regional
all--jet airline, operating from a
International Airport, North Carolina.
SNIPPETS:
Goddess, P.A., for his complaint against defendants, alleges upon
who own the common stock of Midway Airlines
Corporation ("Midway" or the "Company").
Defendant J'ames H. Goodnight owns approximately 31.9% of the Company's shares and defendant
is also the President and Chief Executive Officer of SAS Institute, Inc., and defendant Sal1
reports that it is working with SAS to "develop systems and solutions to help pull Midway
the airline's upward swing are a visionary CEO [Ferguson], and a timely partnership between
Executive Officer, Chairman of the Board and a Director of Midway.
Defendant Wolf is a partner in a law firm which does
been a director of the Company since 1997, has also since 1982 been the Chief Financial
Said defendants owed the public shareholders of Midway the highest duty of good faith, fair
The Class is so numerous that joinder of all members is impracticable.
As of May 3, 1999, there were approximately 8,600,OOO shares of Midway common stock
There are questions of law and fact which are common
duties owed by them to plaintiff and the members of the Class; whether defendants are
with respect to the plaintiff and the other members of the Class; and whether the Class is entitled
Defendants have acted in a manner which similarly affects plaintiff and all members of the
The price of $8.00 per share to be paid to the Class members is unfair and inadequate
Airlines has achieved a record monthly load factor.
This is a clear substantiation of Midway's strategy
The proposed bid serves no legitimate business purpose of Midway but rather is an attempt by
By reason of the foregoing acts, practices and course of conduct, Goodnight and Sal1 have
Defendants will violate their fiduciary duties to Midway and the remaining stockholders of
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