FILE No.412 12/20 `01 15:27 1D:IBJ CORP. FAX :317 263 5406
Plaimiffs, National Wine & Spiriti, Ino+, National Whe & Spirits
Inc., NW3 Michigan, Inc. and NWS, UC, for their Complaint sga.&t defet,
Young, UP, state:
1, National Wine & Spirits, Inc. (%WS") is an Indha aotporation
December 23, 1998.
2. National Wiw and Spirits Corporation (?MBC"`) is an Indiana
incorporated on April 9,2935.
3. NWS, Inc, (LWSI") is a Illinois corporation incorporated on Jwe
WS-LLC ("NWS-LLC") is m Illinois limited li&ility company
De~ernber 17,I998.
FILE No.412 12.120 `01 15:27 ID:IBJ CORP. FAX :317 263
. .
6. As of and prior t;o December 3 1. 1998, the effective
~B~~W~OA described below, NWSC and NWSI were `%rother-s&t&*
issued and outstanding shares ofstock were~substantially owned by the same
all of the isst.ted and outst&ing abares of stock ofNWSM were owned by NWSC.
7, Pursuant to a corporate reorganization that became affective
(the "Reorganizafion'): (a) the sb@ehold.e~ of NWSC and NWSI contributed all
and omanding shims of stock cf NWSC, NWSI, and NWSM to NW3 in exchange for
SNIPPETS:
Plaimiffs, National Wine & Spiriti, Ino+, National Whe & Spirits Corporation, NWS,
NWS, Inc, is a Illinois corporation incorporated on Jwe 14, IQ9 1.
As of and prior t;o December 3 1.
all of the isst.ted and outst&ing abares of stock ofNWSM were owned by NWSC.
and omanding shims of stock cf NWSC, NWSI, and NWSM to NW3 in exchange for newly
~~eraticns to NWS-LLC in exchatlge for lirnkd liability company interests of NWS-LLC.
Following the Reorganimtion and presently, NWSC, NWSM, and NW&I are wholly-owned
subsidiaries of NWS, and NWSI om a substantial majority of the limited liability company
distibution agent of wine and spirits in the State of Michigan.
Prior to the Reorganization,
NW31 e~g&gud in the whole4e distribution of wine and spirits in the State of Illinois.
E&Y publicly represents that its professionals come from top organizations across
E&Y represented that its audit was conducted in accordance with generally
In its opinion,
flows for the year then ended.
On May 28, 1999, E&Y issued its report of independent auditors.
iti cash flows for the years then ended.
Plaintiffs incorpom?e by referencce paragraphs 1 through 19 of its Complaint,
Failing to use dw profwionsl care;
$4.1 million doUars in revenue and have anrI will suffer loss of revenue through injured
Plaintiffs incorporate by reference as if fully restated herein all previous allegations
The financial mt.ements of NWS, NWSC ad NWSI for Mwch 3 1) 1998, Mwh 3 1,1999, and March
39, By let& dated June 24,1998, E&Y cwrfimsed its engagement to audit and repot on the
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