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1
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INC. OPPOSITION TO HA-LO INDUSTRIES INC.S MOTION TO ALTER OR AMEND JUDGMENT
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EXTRACTED KEY WORDS
PLAINTIFFS STOCK EARN-OUT PRICE MOTION MANNIX COURT ALTER AMEND MERGER AGREEMENT GRETCHEN SIEBEL PAYMENT TRUST EXHIBIT LANGUAGE JUDGEMENT ENTITLEMENT FAITH BREACH DENY HERETO LAW DEL REMEDY MANIPULATION PERMITTING ISSUANCE PAY HA-LO ALLEGES |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
GRETCHEN SIEBEL, individually, GRETCHEN )
MANNIX, individually, and GRETCHEN SIEBEL )
and GRETCHEN MANNIX as co-trustees of the )
Frederick Siebel 1991 Revocable Trust dated
October 16, 199 1 or their successors in trust, i
Plaintiffs, i C.A. No. 18953-NC
V.
i
HA-LO Industries, Inc., a Delaware Corporation, )
Defendant. ./
OPPOSITION TO HA-LO INDUSTRIES, INC.3
MOTION TO ALTER OR AMEND JUDGMENT
Plaintiffs Gretchen Siebel ("Siebel"), individually, Gretchen Mannix ("Mannix"),
individually, and Gretchen Siebel and Gretchen Mannix as co-trustees of the Frederick Siebel
1991 Revocable Trust dated October 16, 1991 or their successors in trust (the "Trust")
(collectively, "Plaintiffs"), for their opposition to Defendant HA-LO Industries, Inc.`s ("HA-
LO") Motion to Alter or Amend Judgment, state as follows:
A. Background
1. HA-LO has had one objective in this matter -- endless delay. There is no
dispute that Plaintiffs are entitled to receive an earn-out payment (the "Earn-Out") in the form of
cash and stock pursuant to an Agreement and Plan of Merger and Plan of Reorganization dated
December 18, 1998 (the "Merger Agreement"). Indeed, HA-LO confirmed Plaintiffs'
entitlement to the Earn-Out on February 14, 2001 when it gave Plaintiffs formal written
notification required by the Merger Agreement of the amounts they were owed for the year 2000.
According to that notice, the Gretchen Siebel Trust and Mannix are entitled to Earn-Out
SNIPPETS:
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2
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INC. AMENDED COMPLAINT
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EXTRACTED KEY WORDS
PLAINTIFFS EARN-OUT MERGER AGREEMENT PAYMENT COMMON STOCK ENTITLEMENT SIEBEL TRUST SHARES MANNIX CASH AMOUNT REFUSES CONTRAVENTION OBLIGATIONS PRICE HA-LO INDUSTRIES PURSUANT BUSINESS CALCULATION DESPITE SATISFY NYSE TRADING PAY REQUIRING HA-LO REQUESTS ACCORDANCE WRITING |
IN THE COURT OF CHANCERY OF THE STATE OF DELAW
IN AND FOR NEW CASTLE COUNTY
-
)
GRETCHEN SIEBEL, individually, GRETCHEN )
MANNIX, individually, and GRETCHEN SIEBEL )
and GRETCHEN MANNIX as co-trustees of the )
Frederick Siebel 199 1 Revocable Trust dated 1
October 16, 1991 or their successors in trust,
1
Plaintiffs, C.A. No. 18953-NC '
V. ;
>
HA-LO Industries, Inc., a Delaware Corporation, )
Defendant. i _
AMENDED COMPLAINT
Plaintiffs Gretchen Siebel ("Siebel"), individually, Gretchen Mannix ("Mannix"),
individually, and Gretchen Siebel and Gretchen Mannix as co-trustees of the Frederick Siebel
1991 Revocable Trust dated October 16, 1991 or their successors in trust (the "Trust")
(collectively, "Plaintiffs"), by their undersigned attorneys, for their Amended Complaint against
Defendant HA-LO Industries, Inc. ("HA-LO") allege as follows:
Nature of the Action
1. Plaintiffs bring this action to, among other things, specifically enforce their
contractual rights pursuant to the Agreement and Plan of Merger and Plan of Reorganization By
and Among HA-LO Industries, Inc., Upshot (New York), Inc., Studio Acquisition Corp., Siebel
Marketing Group, Inc., Studio 800 Ltd, Siebel Production Group LLC, Gretchen Siebel,
Gretchen Mannix, and Frederick Siebel 1991 Revocable Trust, dated as of December 18, 1998
(the "Merger Agreement"). Defendant HA-LO has engaged in a pattern of conduct whereby it
has willfully breached its obligations under the Merger Agreement.
SNIPPETS:
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3
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ANSWER
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EXTRACTED KEY WORDS
COMPLAINT PARAGRAPH ALLEGATIONS DENIES PLAINTIFF EARN-OUT PAYMENTS HA-LO ADMITS PLAINTIFF SIEBEL MERGER AGREEMENT MANNIX FIRST SENTENCE PAID SECOND SENTENCE COMMON STOCK DISCLOSURE SCHEDULES ALLOCATION COURT CALCULATION CASH RELIEF COUNSEL GRETCHEN SIEBEL DEFENDANT HA-LO INDUSTRIES MANNER AMOUNTS PAYMENTS RELATING RECITE |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
GRETCHEN SIEBEL and
GRETCHEN MANNIX, ?
Plaintiffs, ;>
V. Case No. 18953-NC
1
HA-LO INDUSTRIES, INC., a Delaware )
Corporation,
I
Defendant. >1
ANSWER
Defendant, HA-LO Industries, Inc. ("HA-LO"), by its attorneys, for its answer to the
Complaint, states as follows:
1. HA-LO admits the allegations of the first sentence and denies the allegations of
the second sentence of paragraph 1 of the Complaint.
2. HA-LO admits that pursuant to the terms of the Merger Agreement, Plaintiff
Mannix is entitled to receive certain additional consideration, referred to as "earn-out" payments,
but denies that the allegations of paragraph 2 of the Complaint fully and accurately allege the
terms under which such payments are to be made or the manner in which the amounts of such
payments are to be calculated. HA-LO denies that Plaintiff Siebel is entitled to receive any earn-
out payments.
3. HA-LO admits that Plaintiff Mannix is entitled to receive certain earn-out
payments relating to the year 2000 and that in a letter dated February 14, 2001, it notified
Plaintiffs of HA-LO's calculation of the sums to be paid in cash and in HA-LO common stock,
as determined by the terms of the Merger Agreement. HA-LO denies that Plaintiff Siebel is
entitled to any earn-out payment and denies the remaining allegations of paragraph 3 of the
SNIPPETS:
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4
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COMPLAINT
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EXTRACTED KEY WORDS
EARN-OUT HA-LO PAYMENT MERGER AGREEMENT COMMON STOCK ENTITLEMENT CASH SHARES SIEBEL MANNIX AMOUNT REFUSES OBLIGATIONS CONTRAVENLION PRICE PURSUANT BUSINESS DESPITE REQUESTS NYSE TRADING PAY ACCORDANCE STUDIO DETERMINATION CALCULATION WRITING SATISFY FAITH |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
GRETCHEN SIEBEL and
GRETCHEN MANNIX,
Plaintiffs, C.A. No. /- x'fa;
N s C : :
V. _ _
: ,~
HA-LO Industries, Inc., a Delaware Corporation, I >- ;
Defendant.
- > I -.f/? ._
COMPLAINT
Plaintiffs Gretchen Siebel and Gretchen Marmix ("Plaintiffs"), by their
undersigned attorneys, for their Complaint against Defendant HA-LO Industries, Inc. ("HA-LO")
allege as follows:
Nature off the Action
-
1. Plaintiffs bring this action to, among other things, specifically enforce their
contractual rights pursuant to the Agreement and Plan of Merger and Plan of Reorganization By
and Among HA-LO Industries, Inc., Upshot (New York), Inc., Studio Acquisition Corp., Siebel
Marketing Group, Inc., Studio 800 Ltd, Siebel Production Group LLC, Gretchen Siebel,
Gretchen Mannix, and Frederick Siebel 1991 Revocable Trust, dated as of December `18, 1998
(the "Merger Agreement"). Defendant HA-LO has engaged in a pattern of conduct whereby it
has willfully breached its obligations under the Merger Agreement.
2. Under the Merger Agreement, Plaintiffs are entitle'd to an earn-out payment (the
"Earn-Out") each year, for the three (3) cc'nsecutive twelve (12) month periods immediately
following the effective time of the Merger Agreement. `The Earn-Out provide,s that Plaintiffs are
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