Shareholder value v. alleged criminal gross negligence and Cooper (Hiller Group), 'Special Committee' and AMD
SUNNYVALE, Calif.--(BUSINESS WIRE)--Nov. 5, 1996--AMD announced today that it has concluded a new employment contract with Chairman and Chief Executive Officer W.J. Sanders III.
Under the terms of the agreement, Sanders will remain in his current post through the end of 2001. Sanders, one of eight co-founders of AMD, has been the company's chief executive officer since its inception on May 1, 1969.
"This contract assures that Jerry Sanders will continue to lead AMD through a period of opportunity and challenge," said Charles M. Blalack, chairman of the compensation committee of the board of directors. "The new contract obviously reflects the board's confidence in Jerry's leadership and vision. The contract is unprecedented in the degree to which it ties Jerry's compensation to annual increases in AMD's operating profits and also to increases in the value of AMD stock. In that regard, I believe the new contract is indicative of the confidence that Jerry Sanders and the members of the board of directors share in the future of AMD."
...compare this with the issues of fact(s) surrounding Cooper (from Hiller Group (NASDAQ:KTCC)), Grant Russell and Richard Groome-the 'special committee'...Cooper-no shares, $250,000 + $60,000 bonus for $8+ million losses....Groome-no shares, nominated to board by McCarthy Tetrault, (NYSE:AMB)'s Canadian Counsel by Barry Fraser on 07-29-96 at Gravis AGM, and Grant Russell-alleged insider trading in re: Sanctuary Woods, dumping of Gravis stock 12/95-01/96 at 52 week highs for both companies and allegations of various fraud by numerous Gravis employees. The members of said pending 'Gravis going private' special committee's compensation package with Gravis has prima faciely been allegedly tied to shareholder value destruction and alleged criminal gross negligence. The outside shareholders were and are victims of alleged criminal gross negligence on a massive scale. The only beneficiaries of said alleged (NYSE:AMB) false and fraudulent Gravis tender have been said 'special committee'. Said 'special committee's' future is tied to (NYSE:AMB)'s influence. This entire fiasco is prima facie alleged undue influence, fraudulent misrepresentation, violations of corporate opportunity, breach of fiduciary capacity and duty, conflict of interest...as sole and proximate cause of the irreparable injury and unspecified damages suffered by the gravis shareholders.
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