IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF NEW YORK
CARL BEAM, VINCENT LOMONACO,
RICHARD DIMMICK, GEORGE PITMAN,
Individually and on Behalf of All Others
Similarly Situated,
Civil Action No. _____________________
Plaintiffs,
v.
CLASS ACTION COMPLAINT
HSBC BANK USA, AZON
CORPORATION EMPLOYEE STOCK
OWNERSHIP PLAN, WILLIAM L.
BORDAGES, JANET S. BORDAGES,
JOHN BORDAGES, NICOLE BORDAGES,
JAMES G. BANNON, WILLIAM
BANNON, JUDITH BALLEW, ROBERT W.
ALLEN, ROBERT LIVINGSTON, TONY
PANTO, and JAMES L. DONOVAN,
Defendants.
Plaintiffs, Carl Beam, Vincent Lomonaco, Richard Dimmick, George Pitman,
individually and on behalf of all those similarly situated, by and through their attorneys, hereby
allege as follows:
NATURE OF THE ACTION
1. This action arises under the Employee Retirement Income Security Act of 1974
("ERISA"), 29 U.S.C. § 1001, et seq. and is brought on behalf of current and former employees
of Azon Corporation ("Azon" or "the Company") to obtain damages and equitable relief to
remedy breaches of fiduciary duty by the Defendants in connection with the sale of $25,000,000
shares of stock on September 21, 1999 by insiders at Azon to the Employee Stock Ownership
Plan ("ESOP or "the Plan") for an excessive price, and in doing so caused the Company and the
C:\TEMP\130983_2.WPD 1
Plan to carry more debt than they could reasonably service thereby destroying the value of both
SNIPPETS:
Plaintiffs, Carl Beam, Vincent Lomonaco, Richard Dimmick, George Pitman,
of Azon Corporation to obtain damages and equitable relief to
remedy breaches of fiduciary duty by the Defendants in connection with the sale of $25,000,000
shares of stock on September 21, 1999 by insiders at Azon to the Employee Stock Ownership
Plan ("ESOP or "the Plan") for an excessive price, and in doing so caused the Company and the
Moreover, the Plan's Trustee, Defendant HSBC, entered into the transaction
contrary to ERISA.
This action seeks relief against Defendants, as fiduciaries of the Plan, to make
good to the Plan any losses to the Plan resulting from these breaches, to restore to the Plan
and other appropriate equitable relief to ERISA § 502.
breaches of fiduciary duty took place in part in this district and/or at least one defendant
Whether Defendants Donovan and/or HSBC breached their fiduciary
Whether the Selling Defendants are liable to disgorge any benefit that they
Plaintiff Carl Beam is a current employee of Azon Corporation and is a current
participant in the Azon Corporation Employee Stock Ownership Plan.
Defendant HSBC Bank USA is a New York State banking institution
Defendant William L. Bordages was, at all relevant times, a member of the Board of
Directors of Azon as well as the President and CEO of Azon.
husband of Janet S. Bordages and is the father of John Bordages and Nicole Bordages.
Defendant Judith Ballew was, at all relevant times, a member of the Board of
Defendant Robert Livingston was, at all relevant times, a member of the Board of
connection with the purchase and acquisition of investments on behalf of the Plan and because
The appraiser calculated the net value of Plan assets,
Defendants Donovan and HSBC breached their fiduciary duties under ERISA by
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