IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
JIM KILLHAM,
Plaintiff,
- against -
COMPLAINT
T H E O D O R E C R U M L E Y , A . W I L L I A M
REYNOLDS, DONALD E. ROLLER, JOHN B.
CARLEY, GEORGE J. HARAD, CHRISTOPHER C.
MILLIKEN, JAMES G. CONNELLY III, PETER G.
DANIS, JR., BOISE CASCADE CORPORATION,
AND BOISE CASCADE OFFICE PRODUCTS
CORPORATION,
Defendants.
Plaintiff alleges on information and belief, except for those allegations which
pertain to plaintiff which are alleged upon personal knowledge, as follows:
THE PARTIES
1. Plaintiff is and has been at all relevant times the owner of shares of the
common stock of Boise Cascade Office Products Corporation ("BOP" or the "Company").
2. BOP is a corporation organized and existing under the laws of the
Delaware and is headquartered at 800 West Breyn Mawr Avenue, ltasca, Illinois. BOP is a direct
supplier of office products to businesses worldwide, selling a variety of branded and private label
office supplies, furniture, paper and computer-related products. BOP has outstanding
approximately 65.8 million shares of common stock. Defendant Boise Cascade Corporation
("Boise"), a Delaware corporation, owns 53.4 million shares, or approximately 8 1.2% of the
Company's common stock.
SNIPPETS:
pertain to plaintiff which are alleged upon personal knowledge,
Plaintiff is and has been at all relevant times the owner of shares of the
common stock of Boise Cascade Office Products Corporation ("BOP" or the "Company").
Delaware and is headquartered at 800 West Breyn Mawr Avenue, ltasca, Illinois.
and George J. Harad are directors of the Company and directors and/or
The individual defendants named above,
officers and/or directors of Company, and Boise, as the majority stockholder of BOP, owe the
highest fiduciary duties of good faith, loyalty, fair dealing, due care, and candor to
the other members of the Class.
Whether the Individual Defendants, and Boise, as majority
stockholder of BOP, have fulfilled, and are capable of fSlling, their fiduciary duties to
the other members of the Class, including their duties of entire fairness, fair dealing,
The price proposed by the Offer is particularly unfair in light of the
continue growing our business.
Because Boise controls a majority of the Company's common stock,
Boise is in a position to dictate the terms of the proposed transaction.
protect the interests of the Company's public shareholders with impartiality and vigor.
Company at a price per share which Boise knows or should know is unfair and inadequate;
consummation of the transaction without the approval of the public shareholders,
Absent injunctive relief, Boise and the Individual Defendants will
Declaring this to be a proper class action;and naming plaintiff as Class
transaction or awarding rescissiory damages to the Class;
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