RULE v REYNOLDS - Legal Case Documents


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RULE v REYNOLDS

Keywords & Phrases

CaseNo: C.A. No. 17,539, CourtCode: CC, CourtName: IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, Plaintiff: RULE, State: DE Delaware, UniqueCaseRef: DE>CC>00017539, Stockholders Agreement, Bhi, Directors, President, Officer, Chief Executive Officer, Taft, Provision, Chairman, Fiduciary Duties, Rights, Reynolds, Nominees, Obligations, Investors, Playing Card, Management, Breach, Zunk, Special Meeting, Remedy, Declaratory Relief Confirming, Relief, Election Provision, Board Composition Provision, Eichhold, Delaware, Sommerkamp, Vice Chairman, Reconstitute, Board Standstill Provision, Fully Set, Adequate Remedy, Hereby Complains, Bicycle Holding , ContentID: 120240658

Case Documents

1999-12-17

AMENDED COMPLAINT
[ see first page and extracted highlights below ] ItemID: 101649

27 pages
PDF

1999-11-05

COMPLAINT
[ see first page and extracted highlights below ] ItemID: 101650

17 pages
PDF

Total Documents: 2 documents , 44 pages

Price: $ 24.95

IVESLCD01 KGI0001

1 . AMENDED COMPLAINT

EXTRACTED KEY WORDS

STOCKHOLDERS AGREEMENT
BHI
DIRECTORS
OFFICER
MEETING
TAFT
RIGHTS
PRESIDENT
CHAIRMAN
FIDUCIARY DUTIES
BREACH
PROVISION
REMEDY
REYNOLDS
NOMINEES
OBLIGATIONS
SPECIAL MEETING
PLAYING CARD
MANAGEMENT
INVESTORS
ELECTION PROVISION
ATTORNEYS
DECLARATORY RELIEF CONFIRMING
VICE CHAIRMAN
RECONSTITUTE
BOARD STANDSTILL PROVISION
BOARD COMPOSITION PROVISION
FULLY SET
ADEQUATE REMEDY

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY

RONALD C. RULE,

Plaintiff,

MERCER REYNOLDS, WILLIAM 0. ) C.A. No. 17539
DEWITT, JR., LEWIS B. EICHHOLD, )
DUDLEY S. TAFT, JAMBS D. >
KIGGEN, and BICYCLE HOLDING, )
INC., a Delaware Corporation, >>
Defendants. >

AMENDED COMPLAINT -..

Plaintiff Ronald C. Rule, by and through his attorneys, for his Amended Complaint

against defendants Mercer Reynolds, William 0. Dewitt, Jr., Lewis B. Eichhold, Dudley S. Taft,

James D. Kiggen (collectively the "Director Defendants"), and Bicycle Holding, Inc. ("BHI" or the

"Company") (together with the Director Defendants, the "Defendants"), hereby complains and alleges

as follows:

NATURE OF THIS ACTION

1. Through this action, Mr. Rule seeks to remedy the Director Defendants'

breaches of fiduciary duty and to be restored to his rightful positions as President, Chief

Officer, and Chairman of the Board of Directors of BHI (the "Board" or "BHI Board"). Mr. Rule

also seeks: (i) injunctive relief against the Director Defendants to bar them from continuing to

their fiduciary duties and their obligations under the Stockholders Agreement, as defined below;

declaratory relief confirming his rights under the Stockholders Agreement; (iii) specific

of those rights; and (iv) damages in an amount to be determined at trial.

THE PARTIES

SNIPPETS:

Rule, by and through his attorneys, for his Amended Complaint

against defendants Mercer Reynolds, William 0.

Rule seeks to remedy the Director Defendants'

Officer, and Chairman of the Board of Directors of BHI.

injunctive relief against the Director Defendants to bar them from continuing to breach

their fiduciary duties and their obligations under the Stockholders Agreement,

declaratory relief confirming his rights under the Stockholders Agreement;

of those rights; and damages in an amount to be determined at trial.

Rule is the Chairman of the Board, President, and Chief Executive Officer of BHI.

Mr. Reynolds is a member of the Board and a stockholder of BHI.

Mr. Taft is a stockholder of BIB.

U.S. Playing Card is a company organized under the laws of the State of Delaware with its

Card (the "Management Investors") and certain outside investors (the "Outside Investors,"

The Board Composition Provision gives Mr.

Investors to vote their shares to elect the nominees selected pursuant to the Board

any regular or special meeting of the stockholders of the

Agreement, and their fiduciary duties, have attempted to oust Mr.

the unqualified right to remove -- Vice Chairman of the Company.

remove his two existing nominees from the Board and nominate three new directors to

Rule also demanded that, pursuant to the Board Standstill Provision, the

The Defendants Disregard Their Obligations

as if fully set forth herein.

Rule has no adequate remedy at law.

Removal Provision, the Director Election Provision, the Board Standstill Provision, and the

2 . COMPLAINT

EXTRACTED KEY WORDS

DEFENDANTS
CHIEF EXECUTIVE OFFICER
DIRECTORS
PRESIDENT
ZUNK
PROVISION
BHI
INVESTORS
TAFT
FIDUCIARY DUTIES
MEETING
PLAYING CARD
CHAIRMAN
RELIEF
REYNOLDS
EICHHOLD
OBLIGATIONS
MANAGEMENT
NOMINEES
DELAWARE
SOMMERKAMP
DECLARATORY RELIEF CONFIRMING
BOARD COMPOSITION PROVISION
ELECTION PROVISION
SPECIAL MEETING
HEREBY COMPLAINS
BICYCLE HOLDING
DELAWARE CORPORATION
INJUNCTIVE RELIEF

IN THE CO`ZJRT OF CHANCERY OF THE STATE OF DELAWARE

IN AND FOR NEW CASTLE COUNTY

RONALD C. RULE,

Plaintiff,

V. i C a s e N o . /")53 7
>
MERCER REYNOLDS, WILLIAM 0. )
DEWITT, JR., LOUIS B. EICHHOLD, )
DUDLEY S. TAFT, JAMBS D. >
KIGGEN, DAVID W. SOMMERKAMP, )
JAMES PERRY, and CHARLES R. >
zm, >

Defendants.

COMPLAINT

Plaintiff Ronald C. Rule, by and through his attorneys, for his Complaint

defendants Mercer Reynolds, William 0. Dewitt, Jr., Louis B. Eichhold, Dudley S. Taft, James D.

Kiggen (collectively "the Director Defendants"), David W. Sommerkamp, James Perry and Charles

R. Zunk (together with the Director Defendants, the "Defendants"), hereby complains and alleges as

follows:

NATURE OF THIS ACTION

1. Through this action, Mr. Rule seeks to be restored to his right&l

President, Chief Executive Officer, and Chairman of the Board of Directors of Bicycle Holding, Inc.

("BHI"), a Delaware corporation. Mr. Rule also seeks (i) declaratory relief confirming his rights

under the Stockholders Agreement, as defined below, (ii) injunctive relief against the Defendants to

bar them from continuing to breach their fiduciary duties and their obligations under the

sent, and (iii) damages in an amount to be determined at trial.

SNIPPETS:

IN THE CO`ZJRT OF CHANCERY OF THE STATE OF DELAWARE

defendants Mercer Reynolds, William 0.

Kiggen, David W. Sommerkamp, James Perry and Charles

R. Zunk, hereby complains and alleges as

President, Chief Executive Officer, and Chairman of the Board of Directors of Bicycle

, a Delaware corporation.

Rule also seeks declaratory relief confirming his rights

bar them from continuing to breach their fiduciary duties and their obligations under the

Chairman of the Board, President, and Chief Executive Officer of BHI.

Reynolds is a member of the board of directors of BHI and a stockholder of BHI.

Eichhold is the Vice President of Human Resources for BHI, a member of the Board and a

Playing Card Company ("U.S.

Defendant Zunk is an individual who resides in Cincinnati,

Rule organized a group comprised of senior management employees of U.S. Playing

Card (the "Management Investors") and certain outside investors (the "Outside Investors,"

Dewitt, Taft, and Kiggen.

Management Investors and the Outside Investors entered into a Stockholders Agreement dated as

Nominees") and up to three independent individuals who,

(the "Board Composition Provision").

The Board Composition provision gives Mr.

any regular or special meeting of the stockholders of the Company.

risk that the Company's debt obligations will be accelerated.

Director Election Provision and "use their best efforts to call,,.

Injunctive relief is necessary to stop Defendants from continuing to breach the


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