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1
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ANSWER AND RESPONSE OF ELECTRA INVESTMENT TRUST ELECTRA ASSOC. AND SCOTT STEELE
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EXTRACTED KEY WORDS
COUNTERCLAIM ALLEGATION SET SCOTT STEELE DENY PARAGRAPH ADMIT TBC COUNTERCLAIM DEFENDANTS PURSUANT ELECTRA INVESTMENT TRUST INVESTMENT TRUST PLC CREWS COURT AFFIRMATIVE DEFENSE DELAWARE CORPORATION ROBERT DIRECTORS STOCKHOLDERS AGREEMENT PURPORTS PURCHASE WESTFIELD MEETING COUNTERCLAIM FAILS CHANCERY RULE RESPONSE MEMBER DENY KNOWLEDGE INFORMATION SUFFICIENT TRUTH |
THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
ELECTRA INVESTMENT TRUST PLC,
a company organized under the
the laws of England and
Wales, and ELECTRA
ASSOCIATES, INC., a Delaware
Corporation,
Plaintiffs,
-against- Civil Action No. 15 890
ROBERT B. CREWS, JR., DEBORAH
L.M. HONORE, PATRICIA RYAN,
and ROBERT C. HILL, JR.,
Defendants,
and
THE BENJAMIN COMPANY, INC.,
a Delaware Corporation,
Nominal Defendant.
THE BENJAMIN COMPANY, INC., i
Counterclaim Plaintiff, ;
-against- ;>
ELECTRA INVESTMENT TRUST PLC, )
ELECTRA ASSOCIATES, INC. and
SCOTT STEELE, ;
Counterclaim Defendants.
ANSWER AND RESPONSE OF ELECTRA INVESTMENT TRUST PLC,
ELECTRA ASSOCIATES. INC.. AND SCOTT STEELE
Counterclaim Defendants Electra Investment Trust PLC and Electra
Associates, Inc. (collectively, "Electra"), and Scott Steele, by their undersigned attorneys,
WP: M:DOCS3WJJ3L\17OE'LEADD39450-1 53133.1001
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2
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PLAINTIFFS REPLY BRIEF IN SUPPORT OF MOTION FOR PRELIMINARY INJUNCTION
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EXTRACTED KEY WORDS
CREWS TBC HONORE EXPENSES ELECTRA PLAINTIFFS INDIVIDUAL DEFENDANTS PRELIMINARY INJUNCTION MOTION FARR FUNDS COURT DEMONSTRARE AFFIDAVIT LITIGATION OPENING SETTLEMENT BOARD MEETING ELECTRA INVESTMENT TRUST HONORE DEP KORDYBACK RESOLUTIONS BUSINESS JUDGMENT RULE UNDERTAKING CASH PAYMENT FINANCIAL CONDITION ALLOCATION BALANCE SHEET DEFENSE COSTS |
FROM Vi LLKIE FARR 37 FAX DEFT (MN) 5. 10'99 12:2$/'ST. 12:23,"NOm
p-k 1-
IN THE COLiKT bF CHANCERY OF THE STATE OF DEJX5
km
IN AND FOR NEW CASTLE COUNTY
ELECTRA INVESTMENT TRUST PLC, ) l/G
c
a company organized under the 1
the laws of England and 1
Wales, and ELECTRA
ASSOCIATES, INC., a Delaware 1
Corporation,
1
Plaintiffs, )
-against- ; Civil Action No. 15890
1
RORERT R. CREWS, JR., DEECXtAH )
L-M. HONORE, PATRICIA RYAN,
and ROBER'I' c. HILL, JR., ;1
Defendants, 1
and
1
THE BENJAMIN COMPANY, INC., 1
a Delaware Corpora?ion,
i
Nominal Defendant. 1
PLAINTIFFS' REPLY BRIEF IN FURTHER SUPPORT
OF THEIR MOTIgKFOR A PRELIMINARY INJUNCTION
YOUNG CONAWAY STARGATT & TAYLOR, LLF
Bruce L. Silverstein
Martin 3. Lessner
11th Floor, Rodney Square North
P.O. Box 391
Wilmington, Delaware 19899-0393
(302)571-6600
WILLKIE FARR & GAXIAGHER
Brian E. O'Connor
Eliott M. Berman
787 Seventh Avenue
New York, New York 10019-GO99
(212)728-8000
Attorneys for Plaintiffs
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3
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ANSWER OF CREWS TO COMPLAINT
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EXTRACTED KEY WORDS
TBC AGREEMENT PARAGRAPH SPEAK EMPLOYMENT AGREEMENT SLC REPORT COMPLAINT CREWS REFERS RYAN PRESIDENT PURCHASE AGREEMENT INFORMATION SUFFICIENT SECURITIES PURCHASE CREWS REPEATS REALLEGES FULLY SET ELECTRA PLC STOCKHOLDERS CHIEF EXECUTIVE OFFICER COMMON STOCK STEEL PLAINTIFFS ROBERT HONORE CALIFORNIA ALLEGE CLAIMS REASON LAWS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
ELECTRA INVESTMENT TRUST PLC and
ELECTRA ASSOCIATES, INC.,
1
Plaintiffs,
;
V. 1 Civil Action No. 15890-NC
ROBERT B. CREWS, JR., DEBORAH L.M.
HONORE, PATRICIA RYAN, and ROBERT C.
HILL, JR.,
Defendants,
-and-
THE BENJAMIN COMPANY, INC.,
Nominal Defendant.
ANSWER OF ROBERT B. CREWS, JR. TO
VERIFIED COMPLAINT
NOW COMBS Robert B. Crews, Jr. ("Crews") and answers the Complaint in the above-
captioned action as follows:
1. Denied. As further answer, Crews states that the action was not properly brought
as a derivative action by reason of Rule 23.1.
2. Paragraph 2 purports to be a claim against Patricia Ryan; therefore, no answer
required by Crews.
3. Denied. As further answer, Crews states that the action was not properly brought
as a derivative action because of the failure to make demand as required by Rule 23.1.
4. Crews is without sufficient knowledge or information sufficient to form a belief
as to whether Plaintiff Electra Investment PLC ("PLC") is a "company with limited liability
RLF3-1111930-l
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4
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REPLY TO RESPONSE IN OPPOSITION TO MOTION FOR APPROVAL OF PARTIAL SETTLEMENT
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EXTRACTED KEY WORDS
SETTLEMENT SLC CREWS COURT LITIGATION TBC MOTION PARTIAL SETTLEMENT PROSECUTE RESPONSE ALLEGE SPECIAL LITIGATION ASSERTIONS PATRICIA RYAN LITIGATION COMMITTEE OPINION PROMISSORY NOTE PRINCIPAL AMOUNT OFFICER ACCOUNT RESOLVE REASONS ROBERT OUTSTANDING BALANCE CONTRAVENTION DISCOVERY ZAPATA INADEQUATE |
IN THE COURT OF CHANCERY OF THE STATE OF
DELAWARE
IN AND FOR NEW CASTLE COUNTY
/
ELECTRA INVESTMENT TRUST PLC, )
a company organized under the laws of )
England and Wales, and ELECTRA >
ASSOCIATES, INC., a Delaware >
corporation, > C.A. No.: 15890
>
Plaintiff, )
V. i
>
ROBERT B. CREWS, JR., DEBORAH )
L.M. HONORE, PATRICIA RYAN,
and ROBERT C. HILL, JR., i>
Defendants, )
>
V. >
THE BENJAMIN COMPANY, INC., `,
a Delaware corporation, >>
Nominal Defendant. )
REPLY OF THE SPECIAL LITIGATION COMMITTEE TO
PLAINTIFFS' RESPONSE IN OPPPOSITION TO
MOTION FOR APPROVAL OF PARTIAL SETTLEMENT
COMES NOW, the Special Litigation Committee, (hereinafter, "SLC" or
"Committee"), by and through its undersigned counsel, and respectfully submits this
reply to Plaintiffs' Response in Opposition (the "Response") to The Special Litigation
Committee's Motion for Approval of Partial Settlement (the "Motion").
In an attempt to resolve some of the claims asserted by Plaintiffs in the best
interests of The Benjamin Company ("TBC"), and for the reasons set forth in the
paragraphs below, the SLC's Motion should be granted.
I. Terms of the Settlement
As a preliminary matter, and to alleviate any confusion on the part of the
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5
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RESPONSE IN OPPOSITION TO MOTION FOR APPROVAL OF PARTIAL SETTLEMENT
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EXTRACTED KEY WORDS
CREWS PLAINTIFFS MOTION PROPOSED SETTLEMENT COURT SLC DISCOVERY TBC FUNDS PARTIAL SETTLEMENT APPROVE OPINION PAYMENTS DEPOSITION MISAPPROPRIATION ELECTRA MONTHLY ALIMONY INDIVIDUAL DEFENDANTS REASONS OPPOSITION INADEQUATE SUPPORT EXPENSES TERMINATE CORPORATE ASSETS SMITH REQUEST EXECUTE SUBPOENAS |
yYrprPlP( i-"
f-i ('
~~i,;t.,r J,; i
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
ELECTRA INVESTMENT TRUST PLC,
a company organized under the
iaws of England and
Wales, and ELECTRA ;
ASSOCIATES, INC., a Delaware )
Corporation, ,'
Plaintiffs, 11
-against- ) Civil Action No. 15890
ROBERT B. CREWS, JR., DEBORAH 1
L.M. HONORE, PATRICIA RYAN,
and ROBERT c. HILL, JR., i
Defendants, i
and ;
THE BENJAMIN COMPANY, INC., ;
a Delaware Corporation, !
Nominal Defendant. 1 .:
PLAINTIFFS' RESPONSE IN OPPOSITION TO
THE SPECIAL LITIGATION COMMITTEE'S -- .-e
MOTION FOR APPROVAL OF PARTIAL SETTLEMENT _ '
Plaintiffs, Electra Investment Trust PLC and Electra
Associates, Inc. (collectively, "Electra"), by and through their
undersigned counsel, submit this response in opposition to the
motion of the Special Litigation Committee (the "SLC") for an
Order approving a partial settlement of this action (the
"Motion" 1 .
For the reasons set forth below, the SLC's motion
should be denied. The Motion--the SLC's third attempt to compel
plaintiffs to accept an inadequate settlement in this action--
suffers from many of the same defects that burdened the SLC's
MRY-04-1999 IO:16 WFG 43-139 43FRX2 05971100820 P.O3/13
0596528.01
prior two motions to approve an earlier proposed settlement,
which the Court previously denied. Nothing has changed since the
Court's earlier two decisions that should dictate a different
result now. The SLC's piecemeal submiseion of its earlier
proposed settlement as a partial settlement should again be
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6
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ANSWERING BRIEF IN OPPOSITION TO MOTION FOR PRELIMINARY INJUNCTION
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EXTRACTED KEY WORDS
DEFENDANTS CREWS HONORE RYAN MOTION HILL FACTS IRREPARABLE HARM COURT PRELIMINARY INJUNCTION ADVANCEMENTS DEL DELAWARE TBC DIRECTORS AFFIDAVIT LITIGATION INDIVIDUAL DEFENDANTS UNDERTAKING SUFFER IRREPARABLE HARM SETTLEMENT KORDYBACK BUSINESS JUDGMENT SLC COMMON STOCK BOARD MEMBERS BALLOU AFF NET WORTH AUTHORITIES |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
ELECTRA INVESTMENT TRUST PLC and >
ELECTRA ASSOCIATES, INC., >>
Plaintiffs, >>
V. ) Civil Action No. 1,5890-NC i
ROBERT B. CREWS, JR., DEBORAH L.M.
HONORE, PATRICIA RYAN, and ROBERT C.
HILL, JR.,
,-`r
Defendants, c.: ..a
. "
C...rY
-and- -3
THE BENJAMIN COMPANY, INC.,
Nominal Defendant.
DIRECTOR DEFENDANTS' ANSWERING BRIEF
IN OPPOSITION TO PLAINTIFFS'
MOTION FOR A PRELIMINARY INJUNCTION
Stephen E. Herrmann
Russell C. Silberglied
Richards, Layton & Finger
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
(302) 651-7730
Attorneys for Defendants Robert B.
Crews, Jr., Deborah L.M. Honore,
Patricia Ryan, and Robert C. Hill,
Jr.
Dated: May 4, 1999
RLFl-2005615-1
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