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IN THE COURT CHANCERY OF THE STATE OF DELAWARE
\ IN AND FOR NEW CASTLE COUNTY
________-_------------------------- X
BRICKELL PARTNERS, Individually
And On Behalf of All Others
Similarly Situated,
Plaintiff,
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- against - -- 1HIi' Lt-2
1 Civil Action No.!?: '.*i
JAMES R. WILSON, RICHARD L. ) -yyyIpJ~~- ;z
CORBIN, DAVID L. SQUIER, 1 y-1, -
EDSEL D. DUNFORD, JAMES R. __..,_:
MELLOR, D. LARRY MOORE, JAMES 1 _ I
WOODS, CORDANT TECHNOLOGIES INC., ) i *I, .
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AND HOWMET INTERNATIONAL INC., ) " ?.*_,-! ,. --
(. ;. ry * -
17;Y: -
Defendants. I 4- ;: 1 0':
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-__--_----------------------------- X
CLASS ACTION COMPLAINT
Plaintiff alleges upon personal knowledge as to its own
acts and upon information and belief as to all other matters+-fF
follows:
1. Plaintiff brings this action individually and as a
class action on behalf of all persons, other than defendants, who
own the securities of Howmet International Inc. ("Howmet" or the
"Company") and who are similarly situated (the "Class"), for
injunctive and other relief in connection with the proposed
transaction whereby Cordant Technologies Inc. ("Cordant") will
acquire the remaining shares of Howmet that it does not already own
for $17 per share in cash. Cordant is Howmet's controlling
shareholder owning about 84% of the Company's outstanding stock.
Alternatively, in the event that the proposed transaction is
implemented, plaintiff seeks to recover damages caused by the
breach of fiduciary duties owed by defendants to Howmet's public
shareholders.
Parties
SNIPPETS:
Plaintiff alleges upon personal knowledge as to its own
class action on behalf of all persons, other than defendants, who
own the securities of Howmet International Inc. ("Howmet" or the
breach of fiduciary duties owed by defendants to Howmet's public
Plaintiff is and, at all relevant times, has been the owner of shares of the Company's common
Howmet, a subsidiary of Cordant, is a global manufacturer of aircraft and IGT engine
Howmet has approximately 100,014,258 shares of common stock outstanding and hundreds of
Defendant James R. Wilson has served as a director of the Company since October 1995.
also has served as Chairman of the Board, President and Chief Executive Officer of Cordant
Corbin also served as Vice President and Treasurer of the Company from October 1995 to
Corbin has been Executive Vice President and Chief Financial Officer of Cordant since
Defendant David L. Squier has served as a director of the Company since December 1995, and as
Because of their positions as officers/directors, and in the case of Cordant as controlling
There are questions of law and fact common to the Class including, inter alia, whether:
Plaintiff is committed to prosecuting the action and has retained competent counsel
Defendants have acted, or refused to act, on grounds generally applicable to, and causing
Cordant, which presently holds 84.6% of Howmet's outstanding stock, seeks to take Howmet
Cordant, as the Company's principal shareholder, is in a position to, and in fact did,
In light of what has publicly disclosed about Howmet's present business and future prospects,
As a result of defendants' action, plaintiff and the Class have been and will be damaged by
awarding the Class damages against defendants, jointly and severally, in an amount to be
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