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IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
HARRY R. EBERLIN, HARRY R. EBERLIN AS x
CUSTODIAN FOR MALLORY M. EBERLIN,
HARRY R. EBERLIN AS CUSTODIAN :FOR i Civil Action No. 18934 NC
HARRISON H. EBERLIN and THE JULE
PARTNERSHIP LTD., individually and on behalf of :
themselves and all others similarly situated,
Plaintiffs,
-against-
JOHN M. RUDEY, AUBREY L. COLE, (GEORGE 1
R. HORNIG, WILLIAM A. WYMAN, ALAN B. :
ABRAMSON, ROBERT F. WRIGHT, U.S.
TIMBERLANDS COMPANY, L.P., U.S.
TIMBERLANDS SERVICES COMPANY, L.L.C., 1
and U.S. TIMBERLANDS HOLDINGS, L.L.C., :
Defendants. X
Plaintiffs, by and through their attorneys, allege the following upon information and
belief, except as to paragraphs 2-5, which are alleged upon personal knowledge:
1. Plaintiffs bring this action as a class action on behalf of themselves and all other
limited partnership unitholders of U.S. Timberlands Company, L.P. ("U.S. Timberlands" or "the
Company") who are similarly situated, lo enjoin a proposed transaction designed to deprive the
Company's minority limited partnership unitholders of their ownership interest in U.S.
Timberlands at a grossly unfair and inadequate price, and to usurp the benefits of th.e Company's
growth and future prospects for the benefit of those defendants who control the Company and its
general partner. The controlling defendants are attempting to squeeze out the public via a
SNIPPETS:
CUSTODIAN FOR MALLORY M. EBERLIN,
Plaintiffs, by and through their attorneys, allege the following upon information and
lo enjoin a proposed transaction designed to deprive the
Company's minority limited partnership unitholders of their ownership interest in U.S.
Timberlands at a grossly unfair and inadequate price, and to usurp the benefits of th.e
growth and future prospects for the benefit of those defendants who control the Company and
Plaintiff Harry R. Eberlin as Custodian for Mallory M. Eberlin is and has been at
all relevant times the owner of 3,500 common limited partnership units of U.S. Timberlands.
Plaintiff The JULE Partnership Ltd. is and has been at all relevant times the owner
Defendant John M. Rudey is and was at all relevant times Chairman,
defendants U.S. Timberlands Holdings, L.L.C., a Delaware limited liability company, which has
Defendant George R. Hornig is and was at all relevant times a director
that includes the payment of an annual retainer and hourly billing rates for services
Defendant William A. Wyman is and was at all relevant times a
Wyman and defendant Abramson constitute the
Conflicts Committee is required to be composed, pursuant to the Limited Partnershtp Agreement,
of independent directors who have no employment relationship with the Company,
Defendant U.S. Timberlands Services Company,
`The defendants named in paragraphs 6 through 11 are collectively referred to
Company and owe to Plaintiffs and other members of the Class the highest obligations of good
to Rule 23 of the Rules of the Court of Chancery, on behalf of all public unitholders of U.S.
actions, as hereinafter described, constitute a breach of Defendants' fiduciary duties and a
members of the Class thereby making appropriate injunctive relief and/or corresponding
Timberlands to contribute timberlands and cutting rights to the Yakima Company worth
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