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1
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ANSWER
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EXTRACTED KEY WORDS
THERM0 ELECTRON ADMIT DEFENDANTS COMPLAINT PARAGRAPH THERMORETEC DENY TRUTH MERGER THERM0 TERRATECH COMMON STOCK RESPONSE OUTSTANDING COURT PLAINTIFFS PRIOR RESPECTFULLY REFER RANDERS KILLAM ATTORNEYS MONHAIT DELAWARE ROBERT DUNLAP HEREBY AVERMENTS EXECUTIVE OFFICES CASH RANDERS KILLAM GROUP MERGER AGREEMENT |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY s-
IN RE THERMORETEC CORPORATION Consolidated
SHAREHOLDERS LITIGATION C.A. No. 17601-NC
ANSWER
Defendants Therm0 Electron Corporation, ThermoRetec
Corporation, Robert W. Dunlap, Elias P. Gyftopoulos, Brian D.
Halt, Fred Holubow, Theo Melas-Kyriazi, Frank E. Morris and
William A. Rainville (collectively "Defendants") hereby respond
to the allegations of plaintiffs' Complaint.
1. Defendants are without knowledge or information
sufficient to form a belief as to the truth of the allegations
in the first sentence, except admit that plaintiffs brought an
action relating to a merger involving ThermoRetec Corporation
and Therm0 Electron Corporation (the "Merger"). Defendants deny
-the allegations of the second, third and fifth sentences, except
admit that prior to the Merger Therm0 TerraTech Inc. owned
approximately 70% of the outstanding common stock of
ThermoRetec, and Therm0 Electron owned approximately 2% of the
outstanding common stock of ThermoRetec. The fourth sentence
contains a conclusion of law as to which no response is
.required; to the extent the averments of the fourth sentence
require a response, they are denied.
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2
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CLASS ACTION COMPLAINT
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EXTRACTED KEY WORDS
DEFENDANTS THERM0 PLAINTIFF PROPOSED MERGER THERM0 ELECTRON PUBLICLY-HELD THERM0 TERRATECH HOLUBOW INDIVIDUAL DEFENDANTS STOCKHOLDERS STOCK SHARES SHAREHOLDERS MEMBERS DIRECTORS PRICE COURT COMMON BREACH COMMITTEE FIDUCIARY DUTIES AGREEMENT AWARDING DELAWARE CORPORATION DUNLAP THEO MELAS-KRIAZI MORRIS RAINVILLE APPROVING |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
__--__--_------------------------- -X
BRICKELL PARTNERS,
Plaintiff,
-against- Civil Action No. ,/7&o/ h!C,
THERMO ELECTRON CORPORATION,
THERMORETEC CORPORATION,
ROBERT W. DUNLAP, ELIAS P.
GRYFTOPOULOS, BRIAN D. HOLT,
FRED HOLUBOW, THEO MELAS-KRIAZI,
FRANK E. MORRIS, and WILLIAM A.
RAINVILLE,
Defendants.
----------------------------------- i:
CLASS ACTION COMPLAINT
Plaintiff, by and through its undersigned attorneys,
allege upon information and belief, except for paragraph 2, which
is alleged on knowledge, as follows:
NATURE OF THE ACTION
1. Plaintiff brings this action on behalf of himself and the
other public stockholders of ThermoRetec Corporation ("ThermoRetec"
or the "Company") similarly situated with respect to a merger (the
"Proposed Merger") hereinafter described, of ThermoRetec and Therm0
Electron Corporation ("Therm0 Electron"). Therm0 Electron directly
and through its 87% owned subsidiary Therm0 TerraTech, Inc.
("Therm0 TerraTech") owns more than 72% of the common stock of
ThermoRetec. If the Proposed Merger is consummated, the public
stockholders of ThermoRetec will be forced to sell their interests
in ThermoRetec for an inadequate price due to defendants' failure
to deal fairly with the interests of ThermoRetec's public
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