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EXHIBIT O
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EXTRACTED KEY WORDS
MEETING DIRECTORS PROPER SHAREHOLDER STERRITT RESTRAINING INVESTMENT LAWS INJUNCTION IMMEDIATE CONTROL TEXAS CONTINENTAL INVESTMENT CORPORATION PLAINTIFF BUSINESS STOCKHOLDERS SECURITIES MORRIS STENITT COURT DEFENDANT DALE IMPROPRIETY STERRITT GROUP JERRY SPECIAL MEETING APPLICABLE GEORGIA ALLEGATIONS LUNA |
CAUSE NO. DV98-07142-M
R DALE STERRIl-T, JR.,
Plaintiff,
V.
ii -
MARTIN G. BLAHITKA,
ROBERT D. LUNA,
G. MICHAEL LAWSHE,
JERRY B, MORRIS, and
CONTINENTAL INVESTMENT
CORPORATION OF GEORGIA,
Defendants. §
DEFENDANT CONTIN-ENTAL INVFSTMENT CORPORATION'S
SECOND AMENDED ANSWER AND COUNTER-CLAIM
TEMPORARY RESTRAINING ORDER AND TEMF'ORARY INJUNCTION
COMES NOW, Defendant CONTINENTAL INVESTMENT CORPORATION ("CIC" or
the "Company"), one of the Defendants herein, and files this its First Amended Answer and Counter-
Claim and Application for Temporary Restraining Order and Temporary Injunction against
R. Dale Sterritt, Jr. and Intervenors Sterritt Properties, Inc. and Richard Straza and in
therewith would show the Court as follows:
I.
GENERAL DENIAL
1. Defendant Continental Investment Corporation files this its general
that it is liable to any of the parties herein, and demands strict proof of all matters
PEFENDANT CONTINENTAL INVESTMENT CORPORATION'S
AA MENDD S ERA
TEMPORARY RESTRAINING ORDER AND TEMPORARY INJUNCTION
F:\Contincntal\Blahitka\pleadin~~ndamcnd ans-appl for tro%ti.wpd 5 1093.0102
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EXHIBIT N
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EXTRACTED KEY WORDS
TEMPORARY INJUNCTION DEFENDANT TEX COURT APP INTERVENERS TEXAS WRIT SHAREHOLDER LAW SUPPORT DIRECTORS QUO INJUNCTIVE RELIEF MEETING GEORGIA LAW DALE STERRITT SOLE PURPOSE INTERVENORS IRREPARABLE INJURY BUSINESS CORPORATIONS AUTHORITY ALLEGATIONS BUSINESS CORPORATIONS CODE ANTICIPATES TORTIOUS INTERFERENCE MILLER PAPER QUO PENDING CONTINENTAL INVESTMENT |
. i
, 0
CAUSE NO. DV98-07142-M
R. DALE STERRITT, JR.
OF
Plaintiff,
V.
MARTIN G. BLAHtTKA,
ROBERT D. LUNA, 3
G. MICHAEL LAWSHE,
JERRY B. MORRIS, and
CONTINENTAL INVESTMENT 0
CORPORATION OF GEORGIA
Defendants,
-
§
DEFENDANT CIC'S SPONSE TO APPLICATION
J3RIJZF IN S-PPORT OF
COMES NOW, Defendant CONTINENTAL INVESTMENT CORPORATION ("CIC") and
files this its Response to Application for and Brief in Support of Denial of
and would show the Court that the following authority supports and mandates the
Temporary Injunction sought by Plaintiff and/or the Interveners herein as stated below:
I.
TEMP 1 RY
The sole purpose of a temporary injunction hearing is to determine
status quo pending final hearing on `the merits." Transuort Co. v. Robertson
Tex. 551,261 S.W.2d 549,552 (1953); Miller Paper Co. v. Roberts Pa-per Co., 901 S.W.2d
(Tex. App. - Amarillo 1995, no writ). The status quo is defined as the last, actual
contested status that preceded the controversy. Universitv of Texas Medical School v.
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EXHIBIT M
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EXTRACTED KEY WORDS
TEXAS CROSS PLAINTIFFS CROSS DEFENDANTS DALLAS CITATION CONTINENTAL-AND DELIVERY STERRITT SUITE REGISTERED AGENT OAK LAWN GEORGIA WASTE HOLDINGS PARAGRAPH WASTE VENTURES EDWARD ROUSH PRESIDENT MATERIAL FACTS TRANSACTIONS DRESCO HOLDINGS WASTEMASTERS REPRESENTATIONS PLAINTIFFS FAIL PLAINTIFFS AMEND CAUSED CROSS PLAINTIFFS SPECIAL EXCEPTION SECURITIES PROSPECTIVE BUSINESS RELATIONSHIPS |
I . .
t l
,w3
, CAUSE NO. DV9S-07 142
R. DALE STERRITT, JR IN
-
:? ; I
Plnintijj
1'. i
., I.
9
. `.. `. 3
MARTIN G. BLAHITKA,
1;;\
,c
ROUERT D. LUNA, i
G. MICHAEL LAWSHE
JERRY B: h4ORRlS and . :
CONTINENTAL INVESTMENT CORP
1
D~fctldcltlts * 6
3
v.
i
SWAN FINANCIAL SERVICES
SWAN HOLDINGS :
ATREMO HOLDINGS, INC., S.A. 0
WASTE VENTURES, INC. $
DRESCO HOLDINGS,
THE WOODLANDS VENTURE, MC. B `.
NlKKO TRADING OF AMERICA CORP. $
WALLENBURG FINANCIAL., S.A. I!
ORISON FINANCIAL, RESCUE CAPITAL $
DRESCO FINANCIAL, SWAN SERVICES 3
WASTEMASTERS, INC. TANGENT CORP. 4
LEGAL ECONOMIC SOLUTIONS, INC. $
STERRIT I'ROPERTIES INC. STERRITT $
FAMILY LIMITED PARTNERSHIP `3
/ RICHARD STERRITT, EDWARD ROUSH $
WILMA GRAHM, FRED ROYER and s .
RICHARD STERRIT, SR. $
Cross-Defendants 3
DEFENDANT'S ANSWER, SPECIAI I y CEPTIONS COUNTERCLAIM,
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EXHIBIT L
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EXTRACTED KEY WORDS
MEETING DIRECTORS STERRITT SHAREHOLDERS PROPER RESTRAINING IMMEDIATE LAW CONTROL INJUNCTION STERRITT GROUP DEFENDANT GEORGIA IMPROPRIETY ASSERT COURT STENITT ALLEGATIONS MORRIS CHAIRMAN PARTIES DALE STERRITT PLAINTIFF PURSUANT SECURITIES LAWS DECLARATORY TRANSACTIONS RICHARD CONTINENTALINVESTMENT |
,/'
0
CAUSE NO. DV98-07142-M
R. DALE STERRIlT, JR.,
Plaintiff,
V. i
MARTIN G. BLAHITKA, 6
ROBERT D. LUNA, -0
G. MICHAEL LAWSHE,
JERRY B. MORRIS, and
CONTINENTALINVESTMENT
CORPORATION OF GEORGIA,
Defendants.
DEFENDANT CONTINENTAL INVESTMIENT
FIRST AMENDED ANSWER AND COUNTER-CLAIM
TEMPORARY RESTRAINING ORDBR AND TEMPORARY INJUNCTION
COMES NOW, Defendant CONTINENTAL INVESTMENT CORPORATION (I'CIC" or
the "Company"), one of the Defendants herein, and files this its First Amended Answer and Counter-
Claim and Application for Temporary Restraining Order and Temporary Injunction against
R. Dale Sterritt, Jr. and Interveners Sterritt Properties, Inc. and Richard Straza and in
therewith would show the Court as follows:
I.
GENEXAL DENIAL
1. Defendant Continental Investment Corporation files this its
that it is liable to any of the parties herein, and demands strict proof of all matters
SNIPPETS:
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EXHIBIT K
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EXTRACTED KEY WORDS
CONTINENTAL INVESTMENT PLAINTIFFS COURT TEMPORARY RESTRAINING TAPES DEFENDANTS CALENDARS SUBSIDIARIES BUSINESS ATTORNEYS INSTRUCTIONS TRANSCRIPTIONS CONNECTION EXPENSES FEES OFFICERS SERVANTS EMPLOYEES AGENTS CLERK IMMEDIATE PETITIORI JERRY ACTING CARNEY AGREEMENTS PURCHASE ORDERS ADVERTISEMENTS PUBLICATIONS |
a
NO. DV98-07142
R. DALE STERRITT, JR. § IN THE DISTRICT
Plaintiff, 3
V. $ 298TH JUDICIAL
MARTXN G. B~ITXC&
ROBERT D. LUNA, G. *
MICHAEL ILAWSHE, and
JERRY B. MORRIS, et al. 9
Defadants. § DALMS
MODIFIED TEMPOk%RY RESTI#.INING ORDER
On this day, in the above numbcrcd and cntitlcd
hearing Defendant Continental Investment Corporation's
Dissolve Temporary Restraining Order. Au parties
attorneys for record, except for G. Michael Lawshc.
The Court, having heard the argument of counsel, is
that the Temporary Restraining Oxder ehould be xnodificd.
XT IS THEREFORE, ORDERED that Temporary
issued on September 28,X998 at IO:15 o'clock a.m., a sue and
of which is attached hereto as Exhibit "A" and incorporated
.
reference verbatim, is in full force and effect, restraining
MODiFIED +iEMPORARY RESTRAINING ORDER - PAbE 1
Defendant Martin G. B~ahitka, Robert Luna,
Michael Law&he, their agents, attorneys, accountants,
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EXHIBIT J
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EXTRACTED KEY WORDS
CONTINENTAL INVESTMENT PLAINTIFF COURT TAPES DEFENDANTS RECORDINGS CALENDARS CONNECTION SUBSIDIARIES AGENTS ATTORNEYS TEMPORARY RESTRAINING ORDER HANDWRITING INSTRUCTIONS TRANSCRIPTIONS PAPERS EXPENSES FEES OFFICERS CONTRACT BUSINESS SERVANTS EMPLOYEES TEMPORARY INJUNCTION IMMEDIATE PETITION INTERFERING WRITINGS COMPUTER TAPES |
I
.
. .
1.
NO. DV98-07142
R DALE STERRI-lT,JR. 8 IN
Plaintiff, 8
0
V. § 29STH
MTIN G. BLAHJTK&
ROBERT D. LUNA G. § .
MICHAEL LAWSHE, and
JERRY B. MORRIS, 4
Defendants. § DALLAS
pxPORARY RI3 TRAINCNG ORDER
On this day, in the above numbered and,entitled cause,
Application For Temporary Restraining Order. Plaintiff, by and through
clearly appears from the facts set forth in the Plaint& ver3ed petition
injury will result to Plaintiff before notice can be served on Defendants
.I appears to the Court from the PlaintifPs verified petition that
unless a temporary restraining order is issued immediately without notice
certain acts as set forth below, pending a heatin,o upon Plaintiffs
IT IS THEREFORE, ORDEFQ5D that the Clerk issue a Ternpow
continue in effect for fourteen (14) days, or until firther order of
Defendant Martii G. Blahitka, Robert Luna, Jeny B. Morris, and G. Michael
TEMPORARY REsTRAw[NG ORDER-PAGE 1
\
>
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EXHIBIT H
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EXTRACTED KEY WORDS
CONTINENTAL INVESTMENT TEMPORARY RESTRAINING TAPES DEFENDANTS COURT CALENDARS GEORGIA BUSINESS PLAINTIFFS VERIFIED PETITION RECORDINGS INSTRUCTIONS DRAFTS TRANSCRIPTIONS PAPERS AGENTS OFFICERS CONTRACT CORPORATION CODE PROVISIONS RESTATED BYLAWS DIRECTORS MEETING SERVANTS EMPLOYEES CLERK TEMPORARY INJUNCTION ENJOINING IMMEDIATE INTERFERING CONNECTION |
R. DALE STERRI'I-T, JR. 9 IN THE DISTRICT COURT
9
Plaintiff, 8
V. i 24 Q&JDICIA~ DISTRICT
MARTlN G. BLAHITKA, 0
ROBERT D. LUNA, G.
hXICHAEL LAWSHE, and
JERRY B. MORRIS,
0 -
Defendants+ § DALLAS COUNTY, TEXAS
TEMPOWiRY REST RAINING ORDER
On this day, in the above numbered and entitled cause, came on for hearing the
Application For Temporary Restraining Order. Plaintiff, by and through his attorney of
presented the application.
The Court, having read and considered the Plaintiffs verified petition, is of
it clearly appears from the facts set forth in the Plaintiffs verified petition that
irreparable injury will result to Plaintiff before notice can be served on Defendants
had thereon. It appears to the Court from the Plaintiffs verified petition that
adequately protected unless a temporary restraining order is issued immediately without
enjoining Defendants from certain acts as set forth below, pending a hearing upon
application for a temporary injunction.
IT IS THEREFORE, ORDERED that the Clerk issue a Temporary Restraining Order, to
continue in effect for fourteen (14) days, or until further order of the Court,
TEMPORARY RESTRAININ G ORDER - PAGE 1
,-`--
_ enjoining b*
DefendantABl
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8
.
EXHIBIT D
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EXTRACTED KEY WORDS
COMMON STOCK WASTE LANDFILL SHARES BUSINESS PRICE SOLID WASTE REVENUES WASTEMASTERS OUTSTANDING FILINGS COSTS MARKET OF42 ENVIRONMENT MUNICIPALITIES MATERIALS CONSTRUCTION OPERATING CICG INVESTMENT FORM LO-KSB RESPONSE FACILITY SUBTITLE COMPLIANCE TRANSPORTATION WASTE MANAGEMENT RECYCLING |
CONTINENTAL INVESTMENT CORP /GA/ IOKSBIA
Filing Date: 6124198
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9
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EXHIBIT F
|
EXTRACTED KEY WORDS
EXCHANGE CHAIRMAN MEETING SHAREHOLDERS DALE INVESTMENT CORPORATION CONTINENTAL INVESTMENT DIRECTORS APPROVA EXCHANGE COMMISSION SUBMIR BROKER TIE REGULATIONS ACCORDAN COXPORATIDN CONTIENTAL INVESTMENT CORPORATION DIREAOR MONIS WTS SHAXEHOLDERS MEETING MSON PROPERLY WMPLCTE ELECTIONS CMPOFATION ANNUAL REPORT TIMELY FONVARD WMPLETE SHAXCHOLDCRS |
CONTINENTAL INVESTMENT CORPORATION
10254 Miller Road
DalIa, Texas 75238
@14) 6914100 fax pld) 6914173
October l&1998
To: Sharcholdns of Continental Investment Coxporatidn
From: J.B. MET%
*
cbarrman zmd Director
Continental Invmtmear Coxporidon
D has cane to my attention that an alleged shareholders meeting WIS ded today by
the forme-r Cl&man af the Board, Mr. R. Dale Sletin, Jr.
It is incumbt upon me as the current Chairman of the Board to inform you that any
such shazholderts meeting &at has been purportedly called has not IXZ~ properly called
in accordan= Io the rules and regulations oft& Securitiies Exchange ComrnissioR the
laws of the State of Georgia and tie bylaws of the Company.
On September 24,199$, a Board of Direcrors meeling was held and Mr. FL Dale
Srerria, Jr. was raaoved as Chairman of the Board of Conti~~ental Invesmcac
Corporation During that meeting the Board elected me as the new Chairman. On that
same day Mr. R. Dale Sttiq Jr. eprcstuted to he msfm agent thar he w the
Chairnan and c&d I special met&g of the shareholders.
In addition to &he me&g not being called by the proper repre%Wive tie fobwin&
specXc requirezn& were not fallowed to cdl a shareholders heeting for a public
company in accordance witb the rules and regulations af the Sectities and Exchange
Cornmission.
a) Failed 10 complete a proper broker search and provide the mar&ted advance
notice and disclosures to such brokers prior to noti= of rhc shareholder m=cting;
b) Failed to pxoperly complete a proper Proxy Starcmcac, submir same LO the
smuities Exchange Commission foT sdvanm approva& timely fomd same to
aa sbareholilers;
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EXHIBIT B
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EXTRACTED KEY WORDS
MEETING RESOLVE CHAIRMAN SUBSIDIARIES THEREOF MORRIS DALE BUSINESS CONDUCTING COUNSEL OPINION LAWSHE BOB ARC SHAREHOLDERS MEMBCM IMPROPRICTICS ALLEGATIONS DALE STERZITT INAPPROPRIATE BUSINESS TBC BOARD PCRFOTMING WYEREAS COURT GEORGIA LAWS BY-LAWS DIRE EIS SPECIAL MTETING |
l i .
i
Continental Investmer; Corporation
Minutes of Special leeting
of the Board of D ectors
September 24, I
A special meeting of the Board of Directors' of lntinental Investment Corporat bn
c'the Company") was held via a telephone conferer : call pursuant to which all o:l't, e
members of the Board of Directors and invited gue, could he% each other. The arc! :ting
was called to order at approximately 3: 15 p.m. (CCI al Daylight Time) on Thursdill
September 24,1998.
7%~ meeting was called at the request of the Compr
Robert D. Lute. and,J.B. Morris.
The meeting WEIS called to order by Bob tuna, Sect uy. He imrnediatcly!a~~igncd 1 If.
G. Michael Lawshe 89 sccrctary to the meeting so a 3f the directors could be engz..z d in
discussions while Mr. Lawshe facilitated the meetir The mcetiq was dgo rcc0rd.a by
audio tape.
Roll call was taken and the following were present:
Bob Luna - Director John Appel - Gue! aresident, COO
Marty Bltitka - Director Mike Lawshc - Gu , Director of Carp Fjnancc
J. B. Morris - Director Barry Roberts - G\ t, Gcneral Counsel '
Dale Sterritt - Director Jetty Sitruns - Gut Georgia Counsel
~11 ofthc Directors were present for the meetin&.
),ftcr the roll cell Mr. Stcrritt requested to have the ving
IIOV letter attached to the
minutes. The letter was dated Scptcmber 24, 1998 anl t is addressad to Mr. John Ca.rr~
from Mr. Edward Roush. L
The following motions were then passed aa outlined h :in:
n:rc
!
1) WHERE& the attached letter was read to the 1 IO2 trd of Directors from Mr. SW
and., whereas, it was the opinion of Mt. Barry Robe : 45, , General Counsel for the
Company and the opinion of Mr. Jerry Sirnms, Gee a Counse!, that a meeting of ie
Board of Directors could proceed as scheduled and Iled, be it, RESOLVED, thal. e
Board of Directors believes the meeting for the BOI of Directors, as called for
September 24, 1998 should proceed as scheduled.
Votes CBSC- Luna-& Bla$itks-& Morris--! ; Sterritt-Abstain'
Moved
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EXHIBIT E
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EXTRACTED KEY WORDS
OFFICER SHAREHOLDERS DIRECTORS BUSINESS VOTE QUORUM CHAIRMAN MAJORITY PRESIDENT RECONVENE PROCEEDING CERTIFICATE INDEMNIFICATION SHARES VI11 COMMITTEE EMPLOYEE AUTHORITY ASSISTANT TREASURER EXPENSES DETERMINATION REASONABLENESS GEORGIA PROVISIONS MTIY ADJOURN THA VOTING INDEMNIFY DIVIDEND |
AMEXDED AND RESTAT
BYLAUS
OF *'
CONTINER'TAL INVZSTHENT CORPORATION
.' ARTICLE ONE
,
offices
1.1 Registered Office and Asent. The
maintain a registered office and will have a registered
business office is identical with such registered
1.2 Other Offices. In addition to,its
corporation may have offices at such other place or places,
or without the State of Georgia, as the Board of Directors
time to time appoint or as the business of the
require or make desirable.
ARTICLE TWO
Shareholders' Meetings
2.1 Place of Meetings. Meetings of the
held at any place within or without the State
forth in the notice thereof, or if no place is so
registered office- of the corporation.
2.2 Annual Meetinqs. The annual meeting
be held on a date and at a time following
corporation's fiscal year, as may be determined
Directors, for the purpose of electing directors
any and all business that may properly come
The annual meeting may be combined with any
shareholders, whether annual or special. .
2.3 Saecial Meetinqs. Special meetings
may be called at any time by the Chairman
President or the Board of Directors; and shall
corporation upon the written request of the holders
cent (80%) or more of all the shares of
corporation entitled to vote in an election of
2.4 Notice of Meetinss. Unless waived as provided
5.2, a written or printed notice of each
stating the place, date and time of the meeting
either personally or by mail to each shareholder
to vote at such h ting, by or at the dire
the Board, the President, the Secretary, or
calling the meeting, not less than ten (10) days or more than
(60) days before the meeting date. The notice
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EXHIBIT I
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EXTRACTED KEY WORDS
DEFENDANTS CONTINENTAL INVESTMENT CHAIRMAN STERRITT BUSINESS DIRECTORS LAWSHE GEORGIA RAHR DALLAS COURT RESTRAINING ORDER TEMPORARY RESTRAINING TEXAS CONTROL PURPOSE COMMON STOCK CHAIRMAN STENITT DALLAS COUNTY WAST DEFENDANTS LUNA TRANSACTION WASTEMASTERS DEBENTURES DECLARATORY DALE STERRITT SHAREHOLDERS MATERIALS ALLEGATIONS ACQUISITION |
MAR& G. BLAHITKq
ROBERT D. LUNA G. -=
MICHAEL LAWSHE,
JERRYB.MORRIS, and
coNTrNENTALlNvEsTMENT
CORPORATION OF GEORGIA,
Defendants. DALLAS COUNTY, TEXAS
PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION
AND APPLTCATION FOR TEMPORARY RESTRAINING
ORDER AND TEMPORARY INIUNCTION
.., ..- "
,_+_..__." ---`- . .
TO `IKE HONORABLE JUDGE OF SAID COURT:
R DALE STERRITT, R, in his capacity as an individual member of the board of
.
-
directors and as Chairman of the Board of Directors of Continental Investment Corporation,
a Georgia corporation (hereafter referred to as "CHAIRMAN STERRITT"), Plaintiff
here*@ files this his First Amended Original Petition And Application For Temporary
Restraining Order And Temporary Injunction, complaining of Defendants MARTIN G.
BL- ROBERT D. LUNk and JERRY B. MORRIS (hereaRer kllectively referred
to as "CONTINENTAL DIRECTORS'), and G. kHAEL LAWSHE (hereafter
to as the "ALLEGED OFFIkER"), and CONTINENTAL INVl3SIMENT
CORPORATION OF GEORG- a Georgia corporation ("CIC')(joined solely herein
the purposes of the declaratory relief sought in this action) and for causes of action would
respectfully show the following:
I.
PARTIES
1. Plaintiff R. Dale Stenitt, Jr., is an individual with his
business in Dallas, Dallas County, Texas. Chairman Stenitt is a director, and Chairman
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EXHIBIT G
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EXTRACTED KEY WORDS
MEETING DIRECTORS DEFENDANTS CHAIRMAN LAWSHE CHAIRMAN STERRITT AGENTS RAHR RICE PETITION KHALIL PLAINTIFF HUTCHINSON GALLIGAN COURT CITATION SERVING DALLAS MARYLAND MEMBERS DEFENDANTS BLASER ATTORNEYS CICG TEXAS RESTRAINING ORDER WASTEMASTERS LAWS SECURITIES SHAREHOLDER |
.
R. DALE STERRHT, JR.
Plaintiff,
V.
A. LEON BLASER,
BRJAN GALLRXN.
DOUGLAS C. HOISTED,
WILLIAM L. HUTCHBISON, 9
NOEL F. KI-IALIL. G. tiCI-IAEL 3
LAWSHE, and S. THEIS
RICE, : Q
Defendants. § DALLAS COUNTY,
PLAINTlFFS ORIGJNAL PETITION
AND APPLICATION FOR TEMPORARY
ORDER AND TEMPjRARY INJUNCXION
TO THE HONORABLE JUDGE OF SAID COURT
R. DALE STERRHT, JR., in his capacity as an individual member of the
directors and as Chairman of the Board of Directors of WasteMasters, Inc., a
corporation (hereafter referred to as "C HAIRMAN STE%RIlT"),
his Original Petition And Application For Temporary Restraining Order And Temporary
Injunction, complaining of Defendants A. LEON BLASER;
DOUGLAS C. HOLSTED, WlLLIAM L. HUTCHINSON.
MICHAEL LAWSHE, and S. THEIS RI& (hereafter referred to as "WASTEMASTERS
. .
DIRECTORS") and for causeS of action would respectfully show the
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COMPLAINT
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EXTRACTED KEY WORDS
DALE STERRITT MORRIS DALLAS TEXAS LAWS SHAREHOLDERS BLAHITKA MEETING TEMPORARY RESTRAINING ORDER DISTRICT GREG WIGGINS DEFENDANTS CIC BOARD SCOTT BUSH PROXY TRO STATE COURT TEMPORARY INJUNCTION FEDERAL SECURITIES LAWS ORIGINAL COMPLAINT PROXY STATEMENT ILLEGAL NOTICE INDEPENDENT DIRECTORS SOLICITATION STERRITT LAWSUIT CONTINENTAL INVESTMENT CORPORATION ALLEGATIONS CONTINENTAL INVESTMENT COMMON STOCK |
JS 44
TheJS44cMlcwersheatandthei
supplemenl the filing end Servfca of pleadings or other m
by law, except as proMed by tocal
ce of the United Statea in Septamber 1974. ia
clfthecl&GfCwrtkrfJwpurptlse
NTHEP.EV@$E&~~~ vf33=~~
I. (a) PLAINTIFFS
&my B. Morris
ott Bush R. bale Stexritt,
MartinG. Blahitka
Greg Wiggins
RobertD.Luna NORTHERN
ntinental Invesbrmt Corpxation
(b) CouNlY OF RESIDENCE OF FlRST USTED PLAiNllFF Dallas,
OF RESlOENCE OF FIRST USTED OEFENDANT Dallas,
(EXCEPT IN U.S. PLAINTIFF CASES)
(IN U.S. PlAlNTlFF CASES ONLY)
M LAND CONDEMNATION CASES. us THE LOCATION
TRACT 0F LAND INVOLVED.
(c) ArrMINEYS (FIRM NAhlE. ADORES-S. AND TELEPHWE NUMBER)
(IF KNOWN)
John H. Camey
oush, Jr. (for R. Dale Sterritt,
JohnH. Carney &Associates
214) 522-1085
6700 North Central, Dallas, TX
ey Imberth (for Continental
(214) 368-8300
014) 740-4770
Il. BASIS OF JURlSDlCTlON (WOE AN -X-IN ONE
OF PRINCIPAL PARTlES (PLACE AN -x- IN ONE BOX FOR PwFmFF
Cases Only) AND CWE BOX FOR DEFENDANTJ
PTF DEF
13 I U.S. Government 943 Federal Duelon
This State zp 1 RI Incorporated or Ptincl
Plaintiff (U.S. Government Not a
of Business In This 9 tate
D 2 U.S. Government 04 Diversity
SNIPPETS:
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EXHIBIT P
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EXTRACTED KEY WORDS
STERRITT ACT CORPORATIONS STOCK EXCHANGE WASTEMASTERS DEFENDANTS FRAUD YORK CHAIRMAN DEBENTURES STENITT MANIPULATIVE ACTS ALLEGATIONS ATLANTA SITE SFS SECURITIES DALE STERRITT EASTERN DISTRICT INVESTMENT TRANSACTIONS INVESTORS EFFECTIVE CONTROL DEBENTURE HOLDERS COMMON STOCK REPRESENTATIONS DISCOVERY REASONABLE OPPORTUNITY SUBSTANTIAL EVIDENTIARY SUPPORT |
UN-ITED STATES DISTRICT COURT
FOR TFIE EASTERN DISTRICT OF NEW YORK
STEWART LXHR,
V.
R. DALE STERRITT, JR. and JOHN
and JANE DOES l-25,
COhPLAINT FOR VIOLATIONS OF THF. FEDEm
SECURITJES LAWS, COMMON LAW l?RAUIl
AND BREACEI OFFIDUCIARY DUTY
Plaintiff makes the following allegations, except as to allegations specifically
plainwand plaintiffs counsel which are based on personal knowledge, upon information and
founded on, among other things, a review of United States Securities and Exchange.
(3EC") filings by Continental Inveskrznt Corporation ("Continental" or the "Company"),
reports and advisories about the Company, media reports about the Company, and discussions with
colI3.lltants.
Although the details of the fraud described herein are, by their very natnre,
the knowledge of the defendant, plaintiff believes that substantial evidentiary support
the allegations set forth herein after a reasonable opportunity for discovery.
NATURJ3 OF THE ACTION
1. Plaintiff brings this action based upon the wrongful misstatements,
manipulative acts of the defendant R. Dale Sterri& Jr. ("Sterrin"), the person who (together
Father, Richard D. Sterritt, Sr.) has controlled the Company as Chairman and Chief Executive
at all relevant times, and who became President of the Company in July, 1997.
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EXHIBIT C
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EXTRACTED KEY WORDS
DALLAS MEETING STOCKHOLDERS BUSINESS DIRECTORS MORRIS JERRY BLAHITKA MARTIN LUNA ROBERT MILLER ROAD CONTINENTAL INVESTMENT CORPORATION PRIOR ORDINARY BUSINESS EXAMINATION ADJOURNMENT THEREOF VOTE SERVE FLOOR ELECT PURPOSES TEXAS TIME SPECIAL MEETING HEREBY |
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CONTINENTAL INVESTMENT CORPORATION
10254 Miller Road
Dallas, Texas 75238
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 151998
To The Stockholders Of Continental Investment Corporation:
Notice is hereby given that a Special Meeting of Stockholders of
Investment Corporation will be held at 10254 Miller Road, Dallas, Texas 75238, on
Thursday, October 15, 1998 at 10:00 A.M., Dallas, Texas time, for the following
purposes:
1. To remove Robert D. Luna, Martin G. Blahitka. and Jerry B. Morris as
of the Company.
2. To elect three (3) directors of the Company from the floor to serve for
remaining after the removal of Robert D. Luna, Martin G. Blahitka and
Morris.
3. No other business will be transacted at the Meeting.
The close of business on September 24, 1998 has been set as the record
for determining the stockholders entitled to notice of and to vote at the meeting
adjournment thereof. A list of such stock;lolders will be open to examination
stockholder at the Company's off'ces at 10254 Miller Road, Dallas, Texas 7523-8,
ordinary business hours, for a period of at least ten days prior to the meeting.
BYORDEROFTHECHAIRMANOF
THE BOARD OF DIRECTORS
. .
R. Dale Sterritt, Jr
Chairman
Dallas, Texas
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