IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
MELVIN JANOVE, individually and on behalf of all
others similarly situated,
Plaintiff,
- against -
THE STUDENT LOAN CORP., CITIBANK, N.A.,
CITIGROUP, INC., BILL BECKMANN, PETER M.
GALLANT, GLENDA B. GLOVER, EVELYN E.
HANDLER, CARL E. LEVINSON and LAURA D.
WILLIAMSON,
Defendants.
CLASS ACTION COMPLAINT
Plaintiff alleges on information and belief, except for those allegations which
to plaintiff which are alleged upon personal knowledge, as follows:
1. This action arises out of an unlawful scheme and plan by Citibank, N.A.
("Citibank") and certain officers and directors of The Student Loan Corp. ("SLC" or the
"Company") to acquire the remaining ownership of the Company in a going-private transaction
lacking in entire fairness, in breach of defendants' fiduciary duties.
THE PARTIES
2. Plaintiff is and has been at all relevant times the owner of SLC common stock.
3. Defendant SLC is a corporation organized and existing under the laws of the
Delaware with its principal executive offices located at 99 Garnsey Road, Pit&ford, New York
14534. SLC originates, holds and services insured educational student loans. As of February, 1998,
SLC had issued and outstanding 20 million shares of common stock, of which Citibank owned
SNIPPETS:
Plaintiff alleges on information and belief, except for those allegations which pertain
This action arises out of an unlawful scheme and plan by Citibank,
and certain officers and directors of The Student Loan Corp. ("SLC" or the
"Company") to acquire the remaining ownership of the Company in a going-private transaction
in breach of defendants' fiduciary duties.
Plaintiff is and has been at all relevant times the owner of SLC common stock.
Delaware with its principal executive offices located at 99 Garnsey Road, Pit&ford, New York
SLC had issued and outstanding 20 million shares of common stock,
or approximately 80% of the outstanding shares.
Defendant Citibank, a subsidiary of Citigroup, Inc., a Delaware
a) Defendant Bill Beckmann is and was at all relevant times
variety of positions with Citicorp subsidiaries.
a director of SLC and is Division Executive of Citicorp's Consumer Assets Division and
The individual defendants named above in paragraph 5 (the "Individual
Defendants"), as officers and/or directors of the Company, and Citigroup, as the majority
individually and on behalf of all other stockholders of the Company (except the
The Class is so numerous that joinder of all members is impracticable.
owned by public shareholders at a price of $45 per share.
In the SLC press release, the Company reported net income of $19.6 million or $.98 basic
On October 21, 1999, the last reported sale price of SLC was $40 7/16 per
trading price reflects a decline in recent weeks due to market volatility.
unfair and inadequate;
Ordering defendants to pay to plaintiff and to other members of the Class all damages
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