IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
THOMAS J. AYLWARD, On Behalf )
Of Himself And All Others Similarly )
Situated, >>
Plaintiff, >>
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THE NORTH FACE, INC., JAMES G. )
FIFIELD, WILLIAM N. SIMON, >
ROBERT P. BUNJE, MICHAEL DOYLE )
and MARSDEN S. CASON, > -,
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Defendants. > `
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CLASS ACTION COMPLAINT
Plaintiff, by his attorneys, for his Complaint alleges, upon information and belief,
except as to allegations pertaining to the named plaintiff and his counsel, which are alleged
upon personal knowledge, as follows:
PARTIES
1. Plaintiff Thomas J. Aylward owned, at all times relevant hereto, 219,000 shares
of defendant North Face, Inc. ("North Face" or the "Company") common stock.
2. Defendant North Face is a Delaware corporation with its principal executive
offices located at 2013 Farallon Drive, San Leandro, California 94577. North Face designs
and distributes technically sophisticated outerwear, skiwear, functional sportswear, tents,
sleeping bags, backpacks and daypacks, all under The North Face name. As of November 10,
1998, North Face had 12,489,710 shares of common stock issued and outstanding. For the
fiscal year ended December 3 1, 1998 ("Fiscal 1998"), the Company reported operating profit
SNIPPETS:
Plaintiff, by his attorneys, for his Complaint alleges, upon information and belief,
of defendant North Face, Inc. common stock.
Defendant North Face is a Delaware corporation with its principal executive
1998, North Face had 12,489,710 shares of common stock issued and outstanding.
At all times relevant hereto, defendant James Fifield was President
Company's common stock issued and outstanding.
Simon earned annual compensation in excess of $500,000 acting as President and CEO.
At all times relevant hereto, the following defendants also were members of the
By virtue of their positions as controlling shareholders and directors of North
Face, and their exercise of control over its business and corporate affairs, each of the
Defendant owes North Face and its public stockholders fiduciary obligations and is required
defendants have failed to discharge their fiduciary duties to plaintiff
grossly inadequate price, to the detriment of North Face's public shareholders.
retained competent counsel experienced in litigation of this nature.
The Company went public in July 1996, and has dramatically increased its sales
defendant Fifield was appointed President and CEO of the
Company's common stock in the open market at $21.13 per share.
growth.
of a shareholder rights plan in order to purportedly protect North Face
On October 29, 1998, the Company, continuing its string of reporting strong
revenue and income growth in our core markets.
Commenting on the Company's current and potential future success,
defendant Fifield launched his plan to acquire the remaining publicly-held shares of North
out a plan pursuant to which defendant Fifield will purchase the remaining publicly held
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