Thomas & Betts Corp. v. Leviton Manufacturing Co.

685 A.2d 702, 1995 Del. Ch. LEXIS 150
CourtCourt of Chancery of Delaware
DecidedDecember 19, 1995
DocketCivil Action No. 14069
StatusPublished
Cited by1 cases

This text of 685 A.2d 702 (Thomas & Betts Corp. v. Leviton Manufacturing Co.) is published on Counsel Stack Legal Research, covering Court of Chancery of Delaware primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Thomas & Betts Corp. v. Leviton Manufacturing Co., 685 A.2d 702, 1995 Del. Ch. LEXIS 150 (Del. Ct. App. 1995).

Opinion

OPINION

JACOBS, Vice Chancellor.

This is an action brought by Thomas & Betts Corporation (“Thomas & Betts”) pursuant to 8 Del.C. § 220, to inspect certain books and records of Levitón Manufacturing Co., Inc. (“Levitón”). Levitón is a Delaware corporation engaged in the business of manufacturing electronics and electrical wiring devices. Thomas & Betts is a New Jersey corporation listed on the New York Stock Exchange and that is also engaged in the electronics business. Thomas & Betts owns a 29% interest in Levitón, represented by a combination of Levitón Class A Common Stock, Class B Common Stock and Preferred Stock.

On February 8, 1995, Thomas & Betts delivered to Levitón a formal demand to inspect a detailed list of Leviton’s books and records for four purposes. First, Thomas & Betts seeks a stockholder list to communicate with Levitón stockholders on matters of mutual concern regarding the corporation’s “un-derperformance.” Second, Thomas & Betts needs the books and records (a) to value its investment; (b) to account properly to its own shareholders for its investment in Levi-tón; and (c) to investigate allegations of waste and mismanagement on the part of Leviton’s directors and officers.

By letter dated February 17,1995, Levitón rejected Thomas & Betts’ demand. Following expedited discovery, this action was tried between June 5 through June 15,1995. This is the decision of the Court, following post-trial briefing, on the merits of Thomas & Betts’ § 220 inspection claims.

I. FACTS

Both before and after Thomas & Betts became a minority shareholder, Levitón has been a private corporation owned, controlled and operated by the Levitón family. Levitón has two wholly-owned subsidiaries, Pacific Electrorod Company and American Insulated Wire Corporation, that represent about one half of Leviton’s consolidated revenue and profits. Leviton’s dominant shareholder, President, and Chief Executive Officer is Mr. Harold Levitón, who, together with his wife, [705]*705currently holds 76.45% of Levitón Class A (voting) stock in a voting trust of which he is the trustee. Before Thomas & Betts entered upon the scene, all of Leviton’s stockholders were members of the Levitón family and affiliated persons. Included in that latter category was Thomas Blumberg (“Blum-berg”), Leviton’s former Group Vice President, who is married to Harold Leviton’s niece.

For several years, Thomas & Betts had expressed an interest in acquiring Levitón. Both companies had shared numerous common distributors, and Thomas & Betts had been a fairly significant Levitón customer. During the summer months in 1998, Kevin Dunnigan, Thomas & Betts’ Chief Executive Officer (“Dunnigan”), and Clyde Moore, its President and Chief Operating Officer (“Moore”), met with Harold Levitón to explore possible joint venture opportunities as well as a friendly acquisition of Levitón. No agreement was ever reached, however.

In April 1994, without Harold Leviton’s knowledge or authorization, Mr. Blumberg approached Thomas & Betts to explore a possible merger between Levitón and Thomas & Betts, or, alternatively, an acquisition by Thomas & Betts of the Blumbergs’ Levi-tón stock. The Blumberg family owned approximately 29.1% of Leviton’s outstanding shares, including 23.55% of Leviton’s Class A (voting) stock. Over several confidential discussions, the parties negotiated a sale.

Thomas & Betts wanted to purchase the Blumbergs’ interest to establish a “beachhead” toward acquiring all of Levitón. Mr. Dunnigan stated as much to the Blumbergs’ financial adviser:

Our (Thomas & Betts’) key driving force is ... to acquire the complete company, and not simply to put Levitón in play so as to achieve a onetime financial gain, which would do little for the long term interests of our shareholders versus the substantial risks we would be taking.

During their negotiations, Blumberg furnished Thomas & Betts with confidential financial information regarding Levitón and its operations. Included were the contents of a twelve month management statement containing non-public financial information (including confidential material disclosing the cost of certain Levitón operations); information concerning the value of Leviton’s wholly-owned subsidiary, American Insulated Wire Corporation; a confidential strategic planning document; a corporate personnel data base; updated Levitón income figures; and other information of a similar character derived from internal financial statements of Levitón and its subsidiaries.

Based upon that information, Thomas & Betts calculated a price that it was willing to pay for the Blumbergs’ 29.1% minority stock interest. Mr.'Dunnigan then recommended that the Board authorize the purchase of the Blumbergs’ minority interest. At that time Dunnigan sought Board authorization, he knew that Levitón did not pay dividends and that it did not follow generally accepted accounting principles (“GAAP”) in consolidating the quarterly financial statements for Levitón and its wholly-owned subsidiaries. He also knew that Harold Levitón had the controlling stock position in Levitón and that the corporation was run as a privately owned family business. Blumberg did not, nor could he, assure Thomas & Betts that Levi-tón would change any of its management or accounting policies if Thomas & Betts became a Levitón minority shareholder, and Thomas & Betts did not seek such assurances.

As earlier noted, Thomas & Betts considered the purchase of the Blumbergs’ 29.1% interest as a first step towards eventually acquiring all of Levitón. Consistent with that objective, on June 27, 1994, Dunnigan wrote a memorandum advising the Thomas & Betts Board of Directors that:

In general, the terms of the purchase of the initial interest of 29.1% are a $50 million initial payment in stock ... and when we complete the purchase, we would pay [to Blumberg] up to an additional $20 million depending on the purchase price for the balance of the company.

At a special Board meeting, the directors authorized Mr. Dunnigan to proceed with the Blumberg purchase, as the initial step of an eventual acquisition of Levitón. On July 12, 1994, Thomas & Betts entered into a formal [706]*706agreement with the Blumbergs to purchase their 29.1% stock interest for $50 million dollars. The purchase agreement provided that the Blumbergs would be paid an additional $20 million if Thomas & Betts acquired control of, or sold its interest in, Levitón. That same day the purchase was consummated.

The following day, Dunnigan informed Harold Levitón that Thomas & Betts had purchased the Blumbergs’ minority interest. At a meeting held at Leviton’s offices in Long Island, Dunnigan suggested to Mr. Levitón that the two companies explore certain joint business ventures, as well as a friendly acquisition of Levitón by Thomas & Betts. Harold Levitón rebuffed that suggestion, offering instead to buy out Thomas & Betts’ stock position in Levitón.

The revelation that the Blumbergs had sold their 29.1% stock interest to Thomas & Betts came as a complete — and unpleasant— surprise to Harold Levitón. Angered at Thomas Blumberg’s disloyalty, Harold Levi-tón fired him on the spot, then rehired him, and then days later, fired Blumberg (and his children) again, this time permanently.

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Related

Thomas & Betts Corp. v. Leviton Mfg. Co.
685 A.2d 702 (Court of Chancery of Delaware, 1995)

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