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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ,' /
IN AND FOR NEW CASTLE COUNTY
EVEREST PROPERTIES, INC., )>
Plaintiff, ))
V. >)
LIBERTY TAX CREDIT PLUS III L.P., 1
RELATED CREDIT PROPERTIES III )
L.P., LIBERTY GP IIIINC., LEHIGH >
TAX CREDIT PARTNERS L.L.C. and >
LEHIGH TAX CREDIT PARTNERS, b
INC., )1
Defendants. 1
VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF
Plaintiff Everest Properties, Inc., a California corporation ("Everest"), by its
attorneys, alleges on personal knowledge as to its own actions and on information and
belief as to the actions of others as follows:
Nature of the Action
1. Everest seeks by this action to enjoin a tender offer commenced on or about
April 10, 1997 by Lehigh Tax Credit Partners, L.L.C., a Delaware limited liability
company ("Lehigh"), pursuant to which Lehigh has offered to purchase 17,500 (12.6%)
of the outstanding Beneficial Assignment Certificates ("BACs") issued by Liberty Tax
Credit Plus III, L.P., a Delaware limited partnership (the "Partnership"), until at least 10
days after the Partnership furnishes to Everest a list of Partnership BACs holders (the
Document #: 66129-l
97101
"List") or until there is a final determiantion in a pending related action captioned Everest
Properties, Inc. v. Liberty Tax Credit Plus IIZ, L. P., Civil Action No. 15531 (filed
SNIPPETS:
VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF
Plaintiff Everest Properties, Inc., a California corporation, by its
alleges on personal knowledge as to its own actions and on information and
Everest seeks by this action to enjoin a tender offer commenced on or about
April 10, 1997 by Lehigh Tax Credit Partners, L.L.C., a Delaware limited liability
of the outstanding Beneficial Assignment Certificates issued by Liberty Tax
Credit Plus III, L.P., a Delaware limited partnership, until at least 10
pursuant to its rights under 6 Del.
Partnership and its general partners began to implement a scheme to launch a preemptive
The Offer to Purchase disseminated to BACs holders by Lehigh contains
1997 and an affiliate of the Partnership and RCP.
Plaintiff has agreed to pay the reasonable costs in connection with furnishing the
Section 1 of the Partnership Agreement provides that:
" `BACs' means beneficial assignment certificates executed by the Assignor Limited
a preemptive tender offer prior to any judicial determination of Everest's right to access
manager, LTPI, was not incorporated until April 2, 1997, just eight days prior to the
The defendants purpose in disparaging Everest and its offer is transparent.
fiduciary duty to act in good faith and fairly.
Absent injunctive relief,
Not only is Everest faced with substantial irreparable harm,
Everest is suffering immediate irreparable harm.
Lesser, an authorized representative of Everest Properties, Inc., who, being duly sworn
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