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Exhibit 5
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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IN RE HUDSON GENERAL CORPORATION : CONSOLIDATED
SHAREHOLDERS LITIGATION : C.A. No. 16804
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ANSWER
Defendants, Milton H. Dresner, Jay B. Langner, Paul R.
Pollack, Edward J. Rosenthal, Michael Rubin, Hans H. Sammer, Richard D. Segal,
Stanley S. Shuman ("Individual Defendants"), and Hudson General Corporation
("Hudson General" and, together with the Individual Defendants, "Defendants"),
by their attorneys, Skadden, Arps, Slate, Meagher & Flom LLP, respond as follows
to the allegations of the Class Action Complaint ("Complaint"):
NATURE OF THE ACTION
1. Paragraph 1 of the Complaint states legal conclusions and
expressions of Plaintiffs intent as to which no responsive pleading is required.
PARTIES
2. Defendants lack knowledge or information sufficient to form
a belief as to the truth of the allegations contained in paragraph 2 of the
Complaint and therefore deny those allegations.
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3. Admitted.
4. Admitted.
5. Admitted.
6. Admitted.
7. Admitted.
8. Admitted.
9. Paragraph 9 of die Complaint states legal conclusions as to
which no responsive pleading is required.
CLASS ACTION ALLEGATIONS
10. Denied.
11. Denied, except that Defendants admit that Hudson General
had 1,744,949 shares of common stock outstanding in September 1998 and further
admit that Plaintiff has retained competent counsel experienced in litigation of
this nature.
SUBSTANTIVE ALLEGATIONS
12. Defendants admit the allegations contained in the first
sentence of paragraph 12 of the Complaint, except deny that the announcement
referred to therein was made by all "defendants." The allegations contained in
the second sentence of paragraph 12 of the Complaint are too vague to require a
responsive pleading, except Defendants admit that the closing price of Hudson
General's
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common stock on the American Stock Exchange on November 20, 1998 was
$54.625.
13. Defendants deny the allegations contained in the first
sentence of paragraph 13 of the Complaint, except admit that the Management
Group includes Langner, Segal, Rubin, and Pollack and also includes all officers
with the exception of Hudson General Corporation's Treasurer and with the
exception of its divisional officers. Defendants admit die allegations contained
in the second sentence of paragraph 13.
14. Defendants admit the allegations contained in the first
sentence of paragraph 14 of the Complaint. The allegations contained in the
second sentence of paragraph 14 of the Complaint are denied. The allegations
contained in the third sentence of paragraph 14 of the Complaint are too vague
to require a responsive pleading and, therefore, Defendants deny those
allegations.
15. Denied.
16. Denied.
17. Denied.
18. Denied.
19. Paragraph 19 of the Complaint contains legal conclusions
as to which no responsive pleading is required.
AFFIRMATIVE DEFENSES
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FIRST AFFIRMATIVE DEFENSE
Plaintiffs claims are barred in whole or in part because
Plaintiff has failed to state a claim upon which relief can be granted.
SECOND AFFIRMATIVE DEFENSE
Plaintiffs claims are barred in whole or in part because
Defendants at all times acted in good faith and with due care, and the
Individual Defendants are protected by the business judgment rule.
THIRD AFFIRMATIVE DEFENSE
Plaintiff has suffered no cognizable injury as a result of
Defendants' alleged conduct.
FOURTH AFFIRMATIVE DEFENSE
Plaintiff's claims are barred in whole or in part by Article
Tenth of Hudson General's Restated Certificate of Incorporation.
WHEREFORE, Defendants respectfully request that this Court
enter an Order and Judgment:
(i) dismissing Plaintiff's Class Action Complaint,
(ii) awarding the Defendants the reasonable costs of suit,
including their attorneys' fees; and
(iii) granting such other relief as the Court deems just and
proper.
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/s/ Thomas J. Allingham
__________________________________
Thomas J. Allingham II
Leonard P. Stark
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
P.O. Box 636
One Rodney Square
Wilmington, Delaware 19899
(302) 651-3000
Attorneys for Defendants
DATED: January 19,1999
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CERTIFICATE OF SERVICE
I hereby certify that two copies of the foregoing Answer were
served by-hand this 19th day of January, 1999 on the following counsel of
record:
Joseph A. Rosenthal
Rosenthal, Monhait, Gross & Goddess
Mellon Bank Center, Suite 1401
P.O. Box 1070
Wilmington, Delaware 19899
/s/ Thomas J. Allingham
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Thomas J. Allingham II
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