EFiled: Dec 12 2011 8:19AM EST Transaction ID 41332874 Case No.

7102IN THE COURT OF CHANCERY FOR THE STATE OF DELAWARE - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -x : MARTIN MARIETTA MATERIALS, INC., : : : Plaintiff, : : v. : : VULCAN MATERIALS COMPANY, : : Defendant. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -x

C.A. No. _____-___

VERIFIED COMPLAINT FOR DECLARATORY JUDGMENT AND INJUNCTIVE RELIEF Plaintiff Martin Marietta Materials, Inc. (“Martin Marietta”), by and through its undersigned attorneys, as and for its complaint against Defendant Vulcan Materials Company (“Vulcan”), upon knowledge as to itself and its own acts and upon information and belief as to all other matters, alleges as follows: NATURE OF THE ACTION 1. This is an action for declaratory judgment and injunctive relief

enforcing the non-disclosure agreement between Martin Marietta and Vulcan dated May 3, 2010 (the “Non-Disclosure Agreement” or “NDA”). Martin Marietta seeks a declaration that the Non-Disclosure Agreement does not prohibit (i) Martin Marietta’s public offer to purchase all issued and outstanding shares of Vulcan’s common stock in exchange for Martin Marietta’s stock (the “Exchange Offer”); and (ii) Martin Marietta’s proposal to Vulcan’s stockholders to vote for the election of Martin Marietta’s five independent nominees to Vulcan’s board of directors. Martin Marietta also seeks an

Under the proposed terms of the Exchange Offer. Martin Marietta and Vulcan have at various times discussed a combination of the companies. commercial and residential construction. to be held on May 15. 2011 is a non-coercive and non-discriminatory offer to purchase Vulcan’s shares. 3. 4. Concurrent with the commencement of the Exchange Offer and the proposal for the second-step merger. Vulcan is the nation’s largest producer of construction aggregates and a leader in the production of other construction materials. Martin Marietta is notifying Vulcan of its intent to propose five individuals to be nominated for election to Vulcan’s currently 11-member board at Vulcan’s 2012 annual stockholders meeting. representing an 18% premium to Vulcan’s stockholders based on the average per share prices for both companies during the 30-day period ended December 9. The Exchange Offer being commenced on December 12. to consummate a second-step merger of a wholly-owned subsidiary of Martin Marietta with and into Vulcan. 2011. thereby acquiring all of Vulcan’s shares not acquired pursuant to the Exchange Offer. crushed stone. which Martin Marietta expects.50 shares of Martin Marietta common stock. promptly after completion of the Exchange Offer. and proposes. Martin Marietta is a leading producer of aggregates.injunction against Vulcan violating the exclusive Delaware forum selection clause in the Non-Disclosure Agreement. based on Vulcan’s practice and bylaws. 2012. sand and gravel used for public. each outstanding share of Vulcan common stock would be exchanged for 0. The combined business would present meaningful synergies and increased value for stockholders of both companies. 2. More than a year and 2 .

it is anticipated that Vulcan will oppose and seek equitable relief enjoining Martin Marietta’s Exchange Offer and proposal for the election of its director nominees. 6. of a business combination. thereby preserving each party’s right to make public offers in the future. and potential terms. Martin Marietta and Vulcan instead excluded ordinary standstill provisions from their agreement. 2010. 3 . the companies engaged in active discussions to explore the financial and strategic merits. In connection with the discussions in 2010.a half ago. claiming that Martin Marietta’s actions violate the NonDisclosure Agreement. or any agreement by Martin Marietta to limit its holdings of Vulcan’s shares. the NonDisclosure Agreement does not contain a standstill provision prohibiting either party from making a public offer. Consistent with its unwillingness to take the steps necessary to reach a definitive agreement on a business combination that would present immediate and significant premium for its stockholders. Notably. Martin Marietta brings this action now to ensure that any claim regarding the Non-Disclosure Agreement can be resolved expeditiously so as to allow the Exchange Offer and the proposal for director nominees to be fairly considered by Vulcan’s stockholders. An injunction barring Martin Marietta’s Exchange Offer and proposal could prevent Vulcan’s stockholders from directly considering their merits and could permit Vulcan’s board of directors to avoid giving due consideration to Martin Marietta’s Exchange Offer and proposal. 5. which its fiduciary duties require. Martin Marietta and Vulcan executed the Non-Disclosure Agreement dated May 3.

-based company that is the global leader in construction aggregates. in recent years. Vulcan also failed to meet earnings estimates for eight consecutive quarters. Vulcan has suffered from poor operating performance.7. A combination of Martin Marietta and Vulcan is also compelling because.S. The company’s stock price declined by almost 75% from the second quarter of 2007 to the third quarter of 2011. Martin Marietta has set a strong track record for cost efficiency and operating performance. and then again to a penny. A combination of Vulcan and Martin Marietta is expected to result in significant benefits for Vulcan’s stockholders in the form of increased share prices and dividends. Martin Marietta’s and Vulcan’s complementary businesses and locations are expected to allow the combined company to improve efficiency in production and distribution. derived from a combination of operating efficiencies and elimination of duplicative corporate functions. cut its quarterly dividend from 49 cents to 25 cents per share. The combined entity will be a U. Significant cost synergies ranging from $200 to $250 million.” and that “[t]he company has also been more effective at cutting costs and controlling its debt levels than 4 . and had its credit rating downgraded from investment grade to non-investment grade by both Moody’s Investor Services and Standard & Poor’s. A recent report issued by Moody’s Investor Services noted that Martin Marietta “operates in geographic regions that have better withstood the contraction in public and private construction over the past several years. 8. In contrast. are anticipated with cost savings to benefit the stockholders of the combined company. The business rationale behind Martin Marietta’s proposal to Vulcan’s stockholders is compelling. during the same period.

70 million 5 . agricultural. The NDA does not prohibit the Exchange Offer or Martin Marietta’s proposal to submit five nominees as independent directors for election at Vulcan’s 2012 annual stockholder meeting. including infrastructure. sand and gravel aggregates for the construction industry. nonresidential. and environmental applications and dolomitic lime sold primarily to customers in the steel industry. 10. agricultural. The company is a leading producer of crushed stone.[Vulcan] and generates a larger percentage of revenue from the high-margin aggregates business. Martin Marietta had 45. as of September 30.” 9. 2011. 2011. The company's shares publicly trade on the New York Stock Exchange (the “NYSE”) under the symbol "MLM" and. Martin Marietta also has a specialty products segment that manufactures and markets magnesiabased chemical products used in industrial. The company's revenues were $1. with its principal place of business in Raleigh. PARTIES 11. compelling Martin Marietta to present its proposals directly to Vulcan’s stockholders. Vulcan should not be allowed to obstruct Martin Marietta’s proposals by invoking the Non-Disclosure Agreement as a pretext. and residential uses.20 billion for the nine months ended on September 30. Martin Marietta currently pays a cash dividend of $1. Plaintiff Martin Marietta is a North Carolina corporation. Despite the significant stockholder value the proposed business combination would create. North Carolina. Vulcan ceased participating in private discussions toward a negotiated transaction.60 per Martin Marietta share annually.

23 million common shares outstanding. which provides that: Each of the parties irrevocably agrees that any legal action or proceeding with respect to this letter agreement and the rights and obligations arising hereunder . Vulcan's common shares publicly trade on the NYSE under the symbol "VMC" and. 2011. § 6501. Vulcan had 129. generally and unconditionally.. Defendant Vulcan is a New Jersey corporation headquartered in Alabama. Vulcan currently pays a quarterly cash dividend of a penny per Vulcan share. to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this letter agreement in any court other than the aforesaid courts. as of September 30. Vulcan's institutional investors own over 60% of the outstanding shares of Martin Marietta common stock. Vulcan produces aggregates and its primary markets include public. if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter.. This Court has subject matter jurisdiction over the claims set forth herein pursuant to 10 Del. Martin Marietta's institutional stockholders own approximately 60% of the outstanding common stock of Vulcan. C. commercial and residential construction. § 341 and the Delaware Declaratory Judgment Act.common shares outstanding. 10 Del. C. shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or. 12. et seq. any state or federal court within the State of Delaware). This Court has jurisdiction over Vulcan pursuant to Article 10 of the Non-Disclosure Agreement. 6 . Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property. JURISDICTION AND VENUE 13. 14.

(A copy of the 7 . Martin Marietta and Vulcan entered into the Non-Disclosure Agreement in connection with their discussions. in about May 2010. the company has periodically evaluated a variety of possible business combinations. On an ongoing basis. including a merger with Vulcan. 17. the Martin Marietta board of directors and management are engaged in a strategic planning process designed to enhance stockholder value and position the company to take advantage of growth opportunities in its industry. Discussions and negotiations took place throughout the fall of 2010 and continued until May of 2011. Martin Marietta has been interested in a combination of the companies and the senior management of both companies have shared the view that combining the businesses would result in cost synergies and benefits to both companies’ stockholders. and potential terms of a business combination. Martin Marietta is a multi-billion dollar. 18. Effective May 3. 2010. publicly traded company that produces construction aggregates used for a wide range of commercial and residential applications. As part of this process. Vulcan and Martin Marietta engaged in discussions to explore the strategic and financial merits.FACTUAL BACKGROUND 15. 16. Martin Marietta is the second largest producer. Vulcan is the largest producer of construction aggregates as measured by volume and revenue. Following the economic crisis in late 2008. By the same measure.

) Significantly. significant reduction of dividends. Vulcan’s stock traded as low as $35 per share and this past October. 2011. 2011. 2011. 2011. thereby preserving each party’s right to make public or unsolicited offers or proposals for a combination of the companies. In 2009. repeated failures to meet earnings estimates and multiple credit rating downgrades. Vulcan’s stock price declined from $128. Vulcan has experienced a steady decline in its stock price. This represented a significant reduction from the 25 cents per share paid on September 10. Vulcan announced earnings for the third quarter ending September 30. The parties’ most recent negotiations took place in an economic environment and against a background of events that made – and continue to make – a combination of Martin Marietta and Vulcan most compelling.NDA is attached as Exhibit A to the Verified Complaint. Vulcan has suffered from poor operating performance. on October 14. Particularly since the beginning of the recent economic crisis. 2007 to November 18. Vulcan’s Operating Performance Declines and Continues to Deteriorate 19. 8 . 22. 20. In the past several years. During the period of April 30. 2011.62 to $31. Vulcan’s share price hit a 5-year low of $25. The stock is currently trading below $34 per share. Two weeks later on November 2. Vulcan drastically reduced its quarterly dividend by 96% announcing that stockholders would only receive a penny per share dividend. the parties excluded from the Non-Disclosure Agreement ordinary standstill provisions that would have prohibited or prevented either party from making a public offer.24 – more than 75%. Faced with a shortage of cash. I. 21.

lack of liquidity and inability of the company to reduce debt. Vulcan has missed earnings estimates every quarter except in the third quarter of 2009 when it barely met expectations. compared to a projected profit of 6 cents. 23.” The report noted that Vulcan. by contrast. Moody’s issued a report titled “Vulcan Materials vs. 2011. 24. citing weaker than expected performance. Martin Marietta Materials. The company has also been more effective at cutting costs and controlling its debt levels than Vulcan and generates a larger percentage of revenue from the highmargin aggregates business. On October 24. has maintained its credit rating since late 2008. Vulcan incurred a loss of $41 million from continuing operations. The report contrasted the steady deterioration of Vulcan’s credit rating with Martin Marietta’s steady performance: Martin Marietta Materials. 9 . “once the stronger of the two US rated aggregates producer. Inc. The company operates in geographic regions that have better withstood the contraction in public and private construction of the past several years.failing to meet market projections as reported revenues of $715 million fell short by $46 million. A Comparison of the Two Largest US Aggregates Producers.. we’ve downgraded its credit ratings five notches over the past three years. … In response to the company’s deteriorating condition. Since the fourth quarter of 2008. both Moody’s and S&P have downgraded Vulcan’s credit rating multiple times.” 25. is now the weaker one. In the last three years.

The combined entity will be a U. 28.” II. which Martin Marietta's management. The credit rating of the combined company is expected to be higher than Vulcan’s current rating.S. To make the proposal even more compelling. can bring to Vulcan's stockholders. a combination of Martin Marietta’s and Vulcan’s businesses is expected to generate significant value for both companies’ stockholders. allowing for payment of significantly higher cash dividends than currently received by Vulcan’s stockholders. and recognized that the “stability reflects both costcutting measures Martin Marietta has enacted over the past couple of years …. Combining the companies will likely generate significant cash flow. The all-stock nature of the offer will allow stockholders of both companies to participate in the growth and long-term value creation potential of the combined company.26. with a proven track record of managing costs effectively and producing positive operating results. The trend in Vulcan’s operating performance shows the need for change and improvement. which would help Vulcan achieve one of its core objectives of deleveraging. The combined company will have a significantly stronger balance sheet than Vulcan currently has.-based company that is the global leader in construction aggregates with a footprint reaching across North America. Moody’s report also noted that Martin Marietta’s sales and earnings have held relatively steady. including the significant synergies anticipated to exceed $200 10 . A Business Combination is Expected to Generate Significant Value for Vulcan’s Stockholders 27.

by May of 2011. background and reason for the offer. terms and conditions of the offer and risk factors associated with the proposed transaction. Martin Marietta is announcing its proposal to Vulcan and commencing the Exchange Offer by filing with the SEC a registration statement on Form S-4 required by the Securities Act. the summary of the offer. Despite Martin Marietta’s continued expression of interest and the substantial benefits to stockholders of Vulcan and Martin Marietta that would result from the proposed transaction. As private discussions and negotiations between Martin Marietta and Vulcan failed to lead to a definitive agreement. 2011. Therefore. with 5 directors anticipated to stand for election at the 2012 stockholder meeting. Concurrent with the commencement of the Exchange Offer. Martin Marietta Is Commencing An Exchange Offer and Declaring Its Intention to Nominate Independent Directors for Election at Vulcan’s 2012 Annual Stockholder Meeting 29. 30. The board currently consists of 11 directors. III. on December 12. declined to negotiate a definitive agreement with Martin Marietta. even if Martin Marietta’s 5 director nominees are elected at the 2012 11 . but not limited to. 31. Martin Marietta is announcing its intention to nominate five independent directors of Vulcan for election at the 2012 annual stockholders’ meeting. The prospectus to be filed with the registration statement contains required disclosures including. Vulcan discontinued discussions.million. derived from a combination of operating efficiencies and elimination of duplicate corporate functions. among other things.

32. this Court should declare that the NDA does not prohibit Martin Marietta’s actions and that Vulcan is not entitled to equitable relief to enjoin Martin Marietta’s Exchange Offer and proposal. they will still not constitute a majority of Vulcan’s board of directors. that Vulcan will seek to enjoin Martin Marietta’s actions. It is anticipated that Vulcan will contend that the Non-Disclosure Agreement prohibits Martin Marietta’s Exchange Offer and proposal to nominate independent directors for election at the 2012 annual stockholder’s meeting and. Martin Marietta intends to file a proxy statement on Form 14A in advance of Vulcan’s 2012 annual stockholders meeting by which it will seek to obtain the votes of Vulcan’s stockholders in favor of Martin Marietta’s board nominees. FIRST CAUSE OF ACTION (Declaratory Judgment that the Non-Disclosure Agreement Does Not Prohibit Martin Marietta’s Exchange Offer or Stockholder Proposal) 34. invoking the NDA. Vulcan should also be enjoined from filing or prosecuting in any other jurisdiction any legal action or proceeding with respect to the NDA in violation of the forum selection clause in the Non-Disclosure Agreement. 33. Martin Marietta repeats the allegations contained in the preceding paragraphs as if fully set forth herein. To prevent Vulcan from interfering with Martin Marietta’s Exchange Offer and stockholder proposal for director nominees.stockholders’ meeting. In connection with the stockholder proposal. 12 . which would cause grave financial injury to Martin Marietta.

Martin Marietta. it is anticipated that Vulcan will seek to prevent its stockholders from duly considering the offer by seeking to enjoin it on the ground that Martin Marietta’s actions violate the Non-Disclosure Agreement. Under the Delaware Declaratory Judgment Act. 36. 38. et seq. 10 Del. 13 . status and other legal relations. 39. 37. Once the Exchange Offer is commenced. C. Nor is there any agreement by Martin Marietta to limit its holdings of Vulcan’s shares. has an actual interest in the resolution of this issue now through a declaration that the Non-Disclosure Agreement is inapplicable to and does not prohibit Martin Marietta’s Exchange Offer or stockholder proposal to elect Martin Marietta’s nominees to Vulcan’s board. § 6501. by commencing the Exchange Offer and making a proposal to Vulcan’s stockholders to support its nominees to Vulcan’s board. Therefore. The Non-Disclosure Agreement between Martin Marietta and Vulcan provided for the parties to exchange certain nonpublic information concerning the respective companies in connection with an evaluation of a potential business combination. Martin Marietta will not violate the Non-Disclosure Agreement.. the parties preserved their right to commence public offers for the purchase of one another’s stock. The Non-Disclosure Agreement does not contain a standstill provision or other limitation on each party’s right to make public offers to the other’s stockholders. Delaware courts “have power to declare rights.35. thus. By excluding any such provision purporting to prohibit or deter public offers.

statute. “[t]he existence of another adequate remedy does not preclude a judgment for declaratory relief in cases where it is appropriate.” The adequacy of a potentially available remedy at law – which Martin Marietta does not currently have. municipal ordinance. 41. contract or franchise. which Martin Marietta hereby seeks this Court to order. because it affects the parties in a concrete manner so as to provide the factual predicate for reasoned adjudication. 42. § 6503.. status or other legal relations are affected by a statute.” Id. “A contract may be construed either before or after there has been a breach thereof. § 6501. Court of Chancery Rule 57 also authorizes the Court to order a speedy hearing of an action for a declaratory judgment. The existing controversy as to the applicability of the Non- Disclosure Agreement to Martin Marietta’s Exchange Offer and stockholder proposal is substantial and justiciable. § 6502. in any case – is. whose rights.” 10 Del. The controversy is also of sufficient immediacy and reality to warrant the issuance of a declaratory judgment..whether or not further relief is or could be claimed. may have determined any question of construction or validity arising under the instrument. According to the Act. The power of Delaware courts to grant declaratory relief is to “be liberally construed and administered. irrelevant to the entertainment of the present cause of action. “[a] person . A declaratory judgment in this matter will conclusively clarify the legal rights and 14 .” Id. 40. status or other legal relations thereunder. Pursuant to Rule 57 of the Court of Chancery of the State of Delaware. contract or franchise and obtain a declaration of rights. C. therefore. ordinance. § 6512.” Id.

and will be of practical assistance to them. As stated above. however. To prevent Vulcan from interfering with Martin Marietta’s Exchange Offer and stockholder proposal. Martin Marietta has not violated the Non-Disclosure Agreement. is expected to contend that the Non-Disclosure Agreement has been violated and that Martin Marietta’s actions should be enjoined. Accordingly. does not prohibit (i) Martin Marietta’s Exchange Offer. SECOND CAUSE OF ACTION (Declaratory Judgment that Vulcan is not Entitled to Equitable Relief under the Non-Disclosure Agreement to Enjoin Martin Marietta’s Exchange Offer or Stockholder Proposal) 44. an injunction that would threaten grave financial injury to Martin Marietta. The judgment sought “will terminate the controversy” and “remove an uncertainty” regarding Martin Marietta’s rights and obligations under the Non-Disclosure Agreement.obligations of the parties. this Court should declare that Vulcan is not entitled to equitable relief enjoining Martin 15 . Vulcan. 46. 45. and based on the facts and circumstances alleged herein. in any case.) 43. C. § 6505. Plaintiffs are entitled to a judicial declaration that the Non-Disclosure Agreement does not apply to and. and (ii) Martin Marietta’s proposal to Vulcan’s stockholders to vote for the election of Martin Marietta’s five nominees to Vulcan’s board of directors. by commencing the Exchange Offer and making proposals to Vulcan’s stockholders to support its proposed nominees to Vulcan’s board. (See 10 Del. Martin Marietta repeats the allegations contained in the preceding paragraphs as if fully set forth herein.

The judgment sought “will terminate the controversy” and “remove an uncertainty” regarding Martin Marietta’s rights and obligations under the Non-Disclosure Agreement. This Court. et seq. 16 . § 6501. and (ii) Martin Marietta’s proposal to Vulcan’s stockholders to vote for the election of Martin Marietta’s five nominees to Vulcan’s board of directors. as stated above. C. (See supra paragraphs 39-40.. 47. because it affects the parties in a concrete manner so as to provide the factual predicate for reasoned adjudication. and will be of practical assistance to them. The existing controversy as to Vulcan’s entitlement to injunctive relief under the Non-Disclosure Agreement against Martin Marietta’s Exchange Offer and stockholder proposal is substantial and justiciable. § 6505.) 48. Plaintiffs are entitled to a judicial declaration that Vulcan has no right to an injunction against (i) Martin Marietta’s Exchange Offer.) 49. including injunction and specific performance. The controversy is also of sufficient immediacy and reality to warrant the issuance of a declaratory judgment. C. may grant the requested declaratory relief under the Delaware Declaratory Judgment Act. Accordingly. (See 10 Del.Marietta’s Exchange Offer or Martin Marietta’s stockholder proposal for director nominees on the alleged ground that the Non-Disclosure Agreement has been violated. and Chancery Court Rule 57. 10 Del.” 50. and based on the facts and circumstances alleged herein. Article 9 of the Non-Disclosure Agreement also allows the parties to seek “equitable relief. A declaratory judgment in this matter will conclusively clarify the legal rights and obligations of the parties.

In the wake of Martin Marietta’s Exchange Offer. 53. Article 10 contains a forum selection clause. Martin Marietta repeats the allegations contained in the preceding paragraphs as if fully set forth herein. Martin Marietta is entitled to specific performance of the forum selection clause in Article 10 of the Non-Disclosure Agreement and an injunction prohibiting Vulcan from filing or prosecuting in any other jurisdiction “any legal action or proceeding with 17 . Accordingly. 52. By bringing an action in another jurisdiction. Vulcan is expected to sue Martin Marietta for alleged breaches of the Non-Disclosure Agreement and to enjoin the Exchange Offer in a jurisdiction other than this one.” As expressly provided by the NonDisclosure Agreement. 54. however. in violation of the Non-Disclosure Agreement’s forum selection clause.THIRD CAUSE OF ACTION (Injunction Prohibiting Vulcan from Prosecuting any Action under the NonDisclosure Agreement in any other Jurisdiction) 51. which provides “that any legal action or proceeding with respect to [the Non-Disclosure Agreement] and the rights and obligations arising [there]under … shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware …. Article 10 of the Non-Disclosure Agreement between Martin Marietta and Vulcan provides that the Delaware Court of Chancery is the exclusive forum for the parties to resolve any dispute. the parties must resolve any dispute in this Court. Vulcan will prejudice Martin Marietta’s bargained for rights under the Non-Disclosure Agreement. therefore. and based on the facts and circumstances alleged herein.

does not prohibit (i) Martin Marietta’s Exchange Offer. 18 . (iv) (v) Awarding Martin Marietta its fees and costs of this action. and Granting such other relief as the Court deems just and proper. Martin Marietta demands judgment against Vulcan as follows: (i) Declaring that the Non-Disclosure Agreement does not apply to and.” PRAYER FOR RELIEF WHEREFORE.respect to [the Non-Disclosure Agreement] and the rights and obligations arising [there]under. (ii) Declaring that Vulcan has no right to enjoin (i) Martin Marietta’s Exchange Offer. in any case. and (ii) Martin Marietta’s proposal to Vulcan’s stockholders to vote for the election of Martin Marietta’s five nominees to Vulcan’s board of directors. (iii) Enforcing the forum selection clause in Article 10 of the Non-Disclosure Agreement and enjoining Vulcan from filing or prosecuting in any other jurisdiction any legal action or proceeding with respect to the Non-Disclosure Agreement and the rights and obligations arising thereunder. and (ii) Martin Marietta’s proposal to Vulcan’s stockholders to vote for the election of Martin Marietta’s five nominees to Vulcan’s board of directors.

Susan L. Saunders (ID No. Esq.MSW . 3027) SKADDEN.Of the New York Bar: Robert E. SLATE.: (302) 651-3000 Fax: (302) 651-3001 Attorneys for Plaintiff Martin Marietta Materials. MEAGHER & FLOM LLP One Rodney Square P. ARPS. Inc.O. Saunders Robert S. Delaware 19899-0636 Tel. DATED: December 12. Saltzstein. Esq. SKADDEN. New York 10036 Tel. ARPS. 2011 19 795815-New York Server 5A . SLATE. MEAGHER & FLOM LLP Four Times Square New York.: (212) 735-3000 Fax: (212) 735-2000 /s/ Robert S. Zimet. Box 636 Wilmington.

Sign up to vote on this title
UsefulNot useful