Exhibit 99.1
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
WILLIAM N. STRASSBURGER, )
)
Plaintiff, )
)
v. ) C.A. No. 14267
)
MICHAEL M. EARLEY, LUTHER A. )
HENDERSON, JOHN C. STISKA, )
N. RUSSELL WALDEN, and )
TRITON GROUP, LTD., a )
Delaware corporation, )
)
Defendants, )
)
and )
)
RIDGEWOOD PROPERTIES, INC., )
a Delaware corporation, )
)
)
Nominal Defendant, )
)
and )
)
FOUNTAINHEAD DEVELOPMENT CORP., )
)
)
Intervenor. )
ORDER AND FINAL JUDGMENT
A hearing having been held before this Court (the "Court") on May 20, 2003,
pursuant to the Court's Order of March 24, 2003 (the "Scheduling Order"), upon a
Stipulation of Settlement (the "Stipulation") filed March 24, 2003, in the
above-captioned action (the "Action"), which Stipulation is incorporated herein
by reference, and it appearing that
due notice of said hearing has been given in accordance with the Scheduling
Order, and the respective parties having appeared by their attorneys of record,
and the Court having heard and considered evidence in support of the proposed
Settlement, and the attorneys for the respective parties having been heard, and
an opportunity to be heard having been given to all other persons requesting to
be heard in accordance with the Scheduling Order, and the Court having
determined that notice to stockholders of Ridgewood Hotels, Inc. ("Ridgewood")
pursuant to the Scheduling Order was adequate and sufficient, and the entire
matter of the proposed Settlement having been heard and considered by the Court,
IT IS HEREBY ORDERED, ADJUDGED AND DECREED this 20th day of May, 2003,
that:
1. Unless otherwise defined herein, all capitalized terms shall have the
meaning set forth in the Stipulation.
2. The form and manner of notice given to the stockholders of Ridgewood is
hereby determined to have been the best notice practical under the circumstances
and to have been given in full compliance with the requirements of due process
and Rule 23.1 of the Rules of the Court of Chancery.
3. The Stipulation and Settlement are approved as procedurally and
substantively fair, reasonable and adequate and in the best interests of
Ridgewood and the Minority Stockholders.
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4.The Action is hereby dismissed on the merits with respect to all defendants
and with prejudice. In consideration for the terms and conditions of the
Stipulation and the Settlement, any and all claims, rights, demands, suits,
matters, issues, causes of action, liabilities, damages, losses, obligations and
judgments of any kind or nature whatsoever, whether known or unknown, that have
been or could have been asserted in the Action or in any court, tribunal or
proceeding, by or on behalf of plaintiff, Ridgewood or any Minority Stockholder
who accepts the tender offer to be made by Ridgewood pursuant to the Settlement
(the "Releasing Parties"), against any and all defendants, ADT Security
Services, Inc. ("ADT"), Fountainhead Development Corp., Inc. (together with its
successor Fountainhead Development LLC and Fountainhead Holdings, Inc,
"Fountainhead"), and each and all of their respective present or former
officers, directors, employees, stockholders, insurers, agents and attorneys,
and their respective affiliates, heirs, executors, personal representatives,
estates, administrators or predecessors, successors and assigns (collectively,
the "Released Parties'), whether directly, individually, derivatively,
representatively or in any other capacity, and whether arising under state or
federal law, in connection with, or that arise now or hereafter out of, or which
relate in any way to, the acts, facts, events, transactions or occurrences
embraced by, involved with, set forth in or otherwise related to the complaint
filed in the Action, including without limitation claims against any of the
defendants for reimbursement of litigation expenses advanced on behalf of such
defendants (collectively, the "Settled Claims"), shall be fully, finally, and
forever compromised, settled, discharged, dismissed on the merits and with
prejudice, released and barred pursuant to the terms and conditions set forth
herein and in the Stipulation; provided, however, that the Settled Claims shall
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not include any claims or causes of action that any party to the Stipulation may
have to enforce compliance with the terms of the Settlement.
6. All cross claims asserted or that could have been asserted in the
Action by any defendant against any other defendant (including, without
limitation, the Motion to Amend) are hereby released and dismissed on the merits
and with prejudice.
7. All claims arising out of or relating to the Action or the Settled
Claims (including, without limitation, any claim for indemnification or
advancement of expenses in connection with defending the Action ) that Defendant
Walden or the ADT Defendants may have against Ridgewood or Fountainhead are
released to the extent and in accordance with the terms and conditions of the
Stipulation.
8. All claims arising out of or relating to the Action or the Settled
Claims (including, without limitation, any claim for indemnification or
advancement of expenses in connection with defending the Action) that
Fountainhead may have against defendant Walden or the ADT Defendants are
released to the extent and in accordance with the terms and conditions of the
Stipulation.
9. The plaintiff, Ridgewood and all stockholders of Ridgewood, either
directly, indirectly, individually, derivatively, representatively or in any
other capacity, are permanently barred and enjoined from instigating,
instituting, commencing, asserting, prosecuting, continuing or participating in
any way in the maintenance in any court or tribunal of this or any other
jurisdiction of any action or proceeding asserting any of the Settled Claims
against any of the Released Parties.
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10. The attorneys for the plaintiff are awarded attorney's fees in the
amount of $1,669,093 and reimbursement of expenses in the amount of $155,907.
The Court finds the fees and expenses in such amounts to be fair and reasonable.
The award of attorney's fees and expenses shall be paid by ADT in accordance
with the terms of the Stipulation. The attorneys for the plaintiff are permitted
to pay the amount of $10,000 to the plaintiff from the fees and expenses awarded
by the Court to the attorneys for the plaintiff as compensation to the plaintiff
for his substantial professional assistance in connection with the prosecution
of the Action.
11. Without affecting the finality of this Order and Final Judgment in any
way, the Court reserves jurisdiction over all matters relating to the
administration and consummation of the Settlement and all matters relating to
the enforcement of the Stipulation and the Settlement.
/s/ Jack B. Jacobs
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Jack B. Jacobs, Vice Chancellor
464189
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