COURT O F CHANIZERY
OF THE
S T A T - E O F D E L A W A R E
November 15, 1994
Norman M. Monhait, Esquire Anthony W. Cllark, Esquire
Rosenthal, Monhait, Gross Skadden, Arps, Slate, Meagher
& Goddess & FIom
P. 0. Box 1070 P. 0. Box 636
Wilmington, DE 19899 Wilmington, DE 19899
Pamela S. Tikellis, Esquire A. Gilchrist Sp,arks, III, Esquire
Chimicles Jacobsen & Tikellis Morris, Nichols, Arsht & Tunnel]
P. 0. Box 1035 P. 01. Box 1347
Wilmington, DE 19899 Wilmington, DE 19899
R. Franklin Balotti, Esquire
Richards, ILayton & Finger
P. 0. Box 551
Wilmington, DE 19899
RE: Giammargo, et al. v. Snapple Beverage
Corp., et al., Civil Action No. 13845
Dear Counsel:
Plaintiffs brought this action individually and as a class action on behalf of
the public shareholders of Snapple Beverage Corp., a Delaware corporation. The!,
now seek the entry of an order authorizing the immediate commencement o.f
discovery and the setting of a hearing date on an application for a preliminary
injunction that they intend to file. The action was brought on November 2, 1994
in reaction to the announcement that day of the signing of two agreements, one:
All Counsel1
November 15, 1994
Page 2
between Snapple Beverage Corp. and Quaker Oats Company and the other among
SNIPPETS:
the public shareholders of Snapple Beverage Corp.,
Quaker Oats and certain controllmg shareholders of Snapple.
The acquisition is to be effectuated in a two step process,
shares to b'e acquired thereafter in a merger at the same price.
agreement is a shareholders' agreement described briefly be:low.
company's three founders: Mr. Hyman Golden,
million shares of Snapple common stock.
and his affiliates own approximately thirty-eight million shares of Snapple common
AH Counsel November 15, 1994 Page 3
Defendants include the directors identified above together with the remain&
Plaintiffs ass'ert that the Quaker acquisition
controlling shareholders, defendants owe to the Company's public shareholders.
finally it is said that the transaction is a self-interested one fl;om the board's point
setting of a date for a hearing on a preliminary injunction application,
million dollars at closing as compensation for the termination of these employment
With respect to director Thomas Lee, plaintiffs refer to a certain distribution
The court is not required or able on.
extra COSTS of an expedited preliminary injunctia'n
But our responsibility to all parties' and to the public's interest in
,associated with such a proceeding.
There is no plausible reason why a money award would not be fully
gz m remedy so early in the proceeding.
for expediteczl proceedings will therefore be declined at this t.ime.
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