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1
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ORDER AND FINAL JUDGMENT
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EXTRACTED KEY WORDS
COURT LAWSUIT HEREBY MEMBERS PLAINTIFFS PARTIES JUDGEMENT STIPULATION ATTORNEYS DIRECTORS DEFENDANTS CHANCERY COUNSEL REPRESENTATIVES CHANCERY RULES COMPROMISE PURSUANT SCHEDULING ORDER DETERMINATION ADEQUATE LAW EXPENSES MERGER TENDER EFFECTIVENESS AGREEMENT SETTLEMENT HEARING ACCORDANCE FACT COMMON |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
-------------------------~---------------------~---"-----------~
IN RE HOWMET INTERNATIONAL. CONSOLIDATED
SHAREHOLDERS LITIGATION CIVIL ACTION NO.
------------------------~----------------------~---"------~----~ >
:.:.
:. ; <. >
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ORDER AND FINAL JUDGMENT
--L g:`t! ;
.-
The Stipulation and Agreement of Compromise, Settlement aid Fielease, $Fd
24, 200 1 (the "Stipulation"), of the above-captioned consolidated lawsuit (&`Lawsui&`& having
-.,;
been presented at the Settlement Hearing on July 12, 2001, pursuant to the Scheduling Order for
Approval of Settlement of Class Action entered herein on April 28,200 I (the "kheduling Order"),
which Stipulation was joined and consented to by all parties to the Lawsuit and which (along with
the defined terms therein) is incorporated herein by reference; and the Court having determined that
notice of said Settlement Hearing was given in accordance with the Scheduling Order to members
of the Class as certified by the Court in the Scheduling Order and that said notice was adequate and
sufficient; and the parties having appeared by their attorneys of record; and the attorneys for the
respective parties having been heard in support of the Settlement of the Lawsuit, and an opportunity
to be heard as provided in the Notice; and the entire matter of the Sett1emen.t having been
by the Court;
IT ZS HEREBY ORDERED, ADJUDGED AND DECREED, this / d
July, 2001, as follows:
1) The Notice of Pendency of Class Action, Temporary and Proposed Class
Action Determination, Proposed Settlement of Class Action, Settlement Hearing and Right to Appear
has been given to the Class, pursuant to and in the manner directed by the Scheduling Order, proof
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2
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PLAINTIFFS BRIEF IN SUPPORT OF PROPOSED SETTLEMENT
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EXTRACTED KEY WORDS
COUNSEL SPECIAL COMMITTEE FEE COURT SETTLEMENT LITIGATION EXPENSES DEL SHAREHOLDERS PROPOSED SETTLEMENT REASONABLENESS ALCOA ATTORNEYS LLP AWARD ORIGINAL TRANSACTION DEFENDANTS GOLDMAN SACHS BASS GROUP MINORITY SHAREHOLDERS CLASS MEMBERS FINANCIAL ADVISOR NEGOTIATIONS REIMBURSEMENT BALA PLAZA EAST CERTIFICATION PUBLIC SHAREHOLDERS ACQUISITION ALLIED ARTISTS |
IN THE COURT CHANCERY FOR THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
____ _ _______.____-..____..--___---___---_-~- _ ------- _ -..--_-_ x
IN RE HOWMET INTERNATIONAL INC. : CONSOLIDATED
SHAREHOLDERS LITIGATION CIVIL ACTION NO. 17575
PLAINTIFFS' BRIEF IN SUPPORT OF PROPOSED SETTLEMENT AND
APPLICATION FOR ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES
CHIMICLES & TIKELLIS
One Rodney Square
P.O. Box 1035
Wilmington, Delaware
(302) 656-2500
ROSENTHAL MONHAIT GROSS
& GODDESS, P.A.
Mellon Bank Center,
P.O. Box 1070
Wilmington, Delaware
(302) 656-4433
Delaware Co-Liaison
OF COUNSEL:
FARUQI & FARLJQI, LLP
320 East 39th Street
New York, NY 10016
GOODKIND LA.BATON RUDOFF & SUCHAROW, LLP
100 Park A,venue
12th Floor
New York, NY 10017
SCHIFFRIN & ESARROWAY, LLP
Three Bala Plaza East, Suite 400
Bala Cynwyd, PA 19004
July 6, 2001
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3
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STIPULATION AND AGREEMENT OF COMPROMISE SETTLEMENT AND RELEASE
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EXTRACTED KEY WORDS
PARTIES COURT STIPULATION LAWSUIT DEFENDANTS PROPOSED TRANSACTION ATTORNEYS CORDANT MEMBERS AGREEMENT PLAINTIFFS HOWMET ORIGINAL PROPOSED TRANSACTION SHAREHOLDERS DELAWARE LITIGATION CHANCERY CONSOLIDATION LLP EXHIBITS COMPROMISE CLASS ACTION COMPLAINTS EXPENSES CORDANT TECHNOLOGIES SETTLED CLAIMS AFFILIATES EFFECTIVENESS EVIDENCE PROCEEDING |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
-------------------.--------------------------------------------x
IN RE HOWMET INTERNATIONAL CONSOLIDATED
SHAREHOLDERS LITIGATION CIVIL ACTION NO. 17575-NC
----------"--------~----------------------"---------"----------~ -
STIPULATION AND AGREEMENT OF
COMPROMISE, SETTLEMENT AND RELEASE
The parties to the above-captioned consolidated action, by and through their
attorneys, have entered into the following Stipulation and Agreement of Compromise, Settlement
and Release ("Stipulation" or "Settlement Agreement"), subject to the approval of the Court (as
defined below):
WHEREAS:
A. On November 12, 1999, Howmet International Inc. ("Howmet" or the
"Company") publicly announced that it had received an offer from Cordant Technologies, Inc.
("Cordant") to acquire each share of Howmet that it did not already own for $17.00 per share (the
"Original Proposed Transaction").
`6. Following the announcement of the Original Proposed Transaction,
shareholders of the Company filed eight class action complaints in the Court of Chancery of the
State of Delaware in and for New Castle County (the "Court") challenging the transaction.
C. By Order of the Court these actions were consolidated into the action
entitled In re Howmet International Shareholders Litigation, Consolidated C.A. No. 17575-NC
(the "Lawsuit"). The defendants in the Lawsuit are Howmet, Cordant and members of Howmet's
Board of Directors: James R. Wilson, Richard L. Corbin, Edsel D. Dunford, James R. Mellor, D.
Larry Moore, David L. Squier and James D. Woods (collectively, "Defendants"). The Order of
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4
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CLASS ACTION COMPLAINT
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EXTRACTED KEY WORDS
HOWMET PLAINTIFF DEFENDANTS TRANSACTION MEMBERS COMMON STOCK DUTIES SHARES DIRECTORS JAMES FIDUCIARY DUTIES PRICE RELEVANT TIMES MAJORITY STOCKHOLDER DAMAGES PUBLIC SHAREHOLDERS CONSUMMATION UNFAIR MARKET CONTROLS SQUIER CORDANT TECHNOLOGIES ALLEGES LAW INDUSTRIAL GAS TURBINE OUTSTANDING FAIR DEALING PROPER |
IN AND FOR NEW CASTLE COUNTY
ELIZABETH S. PETERS, individually and on
behalf of all others similarly situated,
Plaintiff,
- against - CLASS ACTION
COMPLAINT
JAMES R. WILSON, RKHARD L. CORBIN,
EDSEL D. DUNFORD, JAMES R. MELLOR, D.
LARRY MOORE, DAVID L. SQUIER, JAMES D.
WOODS, CORDANT TECHNOLOGIES, INC., and
HOWMET INTERNATIONAL, INC.,
Defendants.
INTRODUCTION
1. Plaintiff alleges on information and belief, except for those
which pertain to plaintiff which are alleged upon personal knowledge, as follows:
2. This action arises out of an unlawful scheme and plan by Cordant
Technologies, Inc. ("Cordant") to acquire the remaining ownership of the Howmet International,
Inc. ("Howmet" or the "Company") in a going-private transaction for grossly inadequate
consideration and without full and complete disclosure of all material information, in breach of
defendants' fiduciary duties.
THE PARTIES
3. Plaintiff is and has been at all relevant times the owner of Howmet
common stock.
391632~1
1 l/12/99 15:52
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