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1
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CMLS MANAGEMENTS BRIEF IN SUPPORT OF MOTION TO DISMISS OR STAY
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EXTRACTED KEY WORDS
YORK ACTION CMLS MANAGEMENT DELAWARE ACTION COURT PARTIES AGREEMENT JACKS SCHULTE DISMISS DEL PROCEEDING FUND MOTION LIABILITY COMPANY FAILURE CMEP PETITION PRELIMINARY STATEMENT COUNTERCLAIMS PORTFOLIO COMPANIES MANAGING MEMBERS PARTNERS DEADLOCK LITIGATING BUSINESS INVESTMENT COUNSEL HAMILTON LIBERTY PLAZA |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE: s
IN AND FOR NEW CASTLE COUNTY
IN RE: CMLS MANAGEMENT L.L.C., 1
A Delaware Limited Liability Company )) C.A. No. l8896-NC : :(
CMLS MANAGEMENT, L.P.'S BRIEF
IN SUPPORT OF
MOTION T O DISMISS OR STAY
MORRIS, NICHOLS, ARSHT & TUNNELL
Martin P. Tully
Thomas R. Hunt, Jr.
Mat-t Neiderman
1201 N. Market Street
P.O. 130x 1347
Wilmington, DE 19899-1347
(302) 658-9200
Attorneys for CMLS
Management, L.P.
OF COUNSEL:
Max Gitter
Jeffrey A. Rosenthal
Cleary, Gottlieb, Steen
& Hamilton
One Liberty Plaza
New York, NY 10006
(212) 225-2000
June 18, 2001
i
~JE OF CONTENTS
TABLE OF CITATIONS iii
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2
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PETITION FOR JUDICIAL DISSOLUTION
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EXTRACTED KEY WORDS
CMLS INVESTMENTS EQUITY MANAGEMENT PORTFOLIO INVESTMENTS PETITIONER APPOINTING CONTROL OPERATING PURSUANT COURT DISSOLVING LIQUIDATING TRUSTEE SCHULTE JACKS BUSINESS MOU EMPLOYEES YORK DEL EXECUTIVES OPERATING AGREEMENT EQUITIES UNANIMOUS CONSENT SELECTING FINANCING OVERSEEING SHAREHOLDER COMMUNICATING |
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IN THE COURT OF CHANCERY OF THE S'TATE OF DELAWARE,
IN AND FOR NEW CASTLE COUNTY
L
-
IN RE: CMLS MANAGEMENT L.L.C., :
A Delaware Limited Liability Company ) Civil Action No.: .-- - N C "
- I /iwyc- ,-
PETITION FOR JUDICIAL DISSOLUTION AND
FOR AN APPOINTMENT OF A LIQUIDATING
TRUSTEE PURSUANT TO 6 DEL.C. 48 18-802 ant803
JOEL N. LEVY (the "Petitioner") a managing member of CMLS Management,
L.L.C. ("CMLS"), a Delaware limited liability Company, in his capacity as Senior Managing
Member of CMLS, hereby applies for an order dissolving the Company, winding-up the
Company's affairs and appointing of a liquidating trustee, pursuant to 6 Del. C. $3 18-802 and
803, and respectfully alleges in support of that application as follows:
I. The CMLS was organized in January, 1997 for the purpose of managing
the investments of CM Equity Partners, L.P. ("CM Equity"). CM Equity is a Delaware limited
partnership which was formed in April, 1997 and which holds controlling interests in middle-
market manufacturing, distribution and service companies. CMLS, as Manager of CM Equity,
was and is responsible for selecting the investments made by CM Equity Land working closely
with management with respect to all important corporate decisions, including long term strategic
planning, identifying and assisting with strategic add-on acquisitions, obtaining expansion
financing, managing relationships with lending institutions and specifically overseeing and
SNIPPETS:
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