Case 1: 1 0-cv-03141 -JOF Document 1 Filed 09/30/10 Page 1 of 31

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF GEORGIA

AJAY KAJARIA, Individually and On Case No.

Behalf of All OthersSimilarly Situated,

Pl ainti ff,

v.

HOWARD S. COHEN, RI CHARD S. GRANT, CLASS ACTION COMPLAINT

GEORGE R. JUDD, CHARLES H.
M cEL REA, RI CHARD B. MARCH ESE,
STEVEN F. MAYER, ALAN H.
SCHUMACHER, MARK A. SUWYN, JURY TRIAL DEMANDED
ROB ERT G. WARD EN, M. RI CHARD
WARNER, BLUELINX HOLDINGS INC.,
CERBERUSABP INVESTOR LLC and
CERBERUS CAPITAL MANAGEM ENT,
L.P.,

D efendants.

Plaintiff, Aj ay Kaj aria (“Plaintiff”) by his attorneys, for his complaint

against defendants, all eges upon personal knowl edge as to himsel f, and upon

informati on and bel ief as to all other allegati ons herei n, as foll ows:

NATURE OF THE ACTION

1. Thi s i s a sharehol der cl ass acti on brought by Plai nti ff on behal f of

himsel f and al l other si mil arly situated shareholders of BlueL i nx H oldings Inc.
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 2 of 31

(“BlueLinx” or the “Company”) against the Company’s Board of Directors (the

“Individual Defendants”), Cerberus ABP Investor LLC, (“CAI”), and Cerberus

Capi tal M anagement, L.P. (“Cerberus”), which controls CAI, in connection with

the proposed acquisition of BlueLinx (the “Proposed Transaction”) pursuant to a

tender offer (the “Tender Offer”) by CAI which is currently scheduled to expire at

midnight on October 8, 2010. The Proposed Transaction is unfair both with

respect to pri ce and process and i s desi gned to benefi t CA I and Cerberus to the

detriment of Pl ainti ff and the Cl ass (defined herein).

JURISDICTION AND VENUE

2. Thi s Court has j uri sdi cti on over all clai ms asserted herei n pursuant to

28 U.S.C §1331 in that Plainti ff’s clai ms ari se in part under the Constitution and

l aws of the United States, including the Securiti es Exchange Act [15 U.S.C. §78aa]
and 28 U.S.C. §1331. This Court also hassupplemental jurisdiction pursuant to 28
U.S.C. §1367(a).
3. This Court also has jurisdiction over this action pursuant to 28 U.S.C.

1332(a), (c), and (d) as Plainti ff and the defendants are citizens of and

domi cil ed i n di fferent states and the amount in controversy exceeds $75, 000,

exclus ive of interests and costs. Given that the Proposed Transacti on i s valued at

2
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 3 of 31

$49.56 milli on, the inj unctive rel i ef sought herei n will exceed a sum or value of

$75, 000. Thi s acti on i s not a col l usive one to confer j uri sdicti on on thi s Court.

4. Venue is proper in this Court pursuant to 28 U.S.C. §1391 because

one or more of the defendants, including Bl ueL inx either resides in or maintains

executive offi ces in thi s Di stri ct, and a substantial porti on of the transactions and

wrongs that are the subj ect of thi s compl aint, occurred in substantial part in thi s

D i stri ct. Final ly, the defendants have received substantial compensati on in thi s

D i stri ct by doing busi ness here and engaging in numerous activiti es that had an

effect in this District.

THE PARTIES

5. Plainti ff i s and was, at all ti mes rel evant hereto, a hol der of BlueL inx

common stock. Plaintiff isacitizen of Rhode Island.

6. BlueL inx i s a Del aware corporati on headquartered at 4300 Wi l dwood

Parkway, Atlanta, Georgia 30339. The Company’s primary business is the

distributi on of approximately 10, 000 bui l ding products to 11, 500 customers

through its network of 70 warehouses and third-party operated warehouses.

BlueLinx common stock is traded on the New York Stock Exchange under the

symbol “BXC.”

3
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 4 of 31

7. Defendant Howard S. Cohen (“Cohen”) is, and has been at all times

relevant hereto, a member of the Company’s Board of Directors (“Board”).

Defendant Cohen i s Chairman of the Board. Pri or to j oini ng BlueL inx as an

executive offi cer, Cohen was a seni or advi sor of Cerberus and currently serves on

the boards of directors of two other Cerberus portfol i o compani es.

8. Defendant Richard S. Grant (“Grant”) is, and has been at all times

rel evant hereto, a member of the Company’s Board.

9. Defendant George R. Judd (“Judd”) is, and has been at all times

relevant hereto, a member of the Company’s Board. Judd has served as the

Company’s Chief Executive officer since October 2008, and as the Company’s

Presi dent and Chi ef Operating Offi cer since M ay 2004.

10. Defendant Charles H. McElrea (“McElrea”) is, and has been at all

times relevant hereto, a member of the Company’s Board.

11. Defendant Richard B. Marchese (“Marchese”) is, and has been at all

times rel evant hereto, a member of the Company’s Board.

12. Defendant Steven F. Mayer (“Mayer”) is, and has been at all times

relevant hereto, a member of the Company’s Board. Defendant Mayer is a

M anaging Director of Cerberus.

4
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 5 of 31

13. Defendant Alan H. Schumacher (“Schumacher”) is, and has been at

al l times relevant hereto, a member of the Company’s Board. Schumacher

currently serves on the boards of directors of other compani e s affili ated with

Cerberus. Schumacher was previously appointed to the Board’s Special

Committee (defined herein) unti l he recused hi mself.

14. Defendant Mark A. Suwyn (“Suwyn”) is, and has been at all times

relevant hereto, a member of the Company’s Board. Suwyn has previously served

as a seni or member of the Cerberus operati ons team and as an advi sor to Cerberus.

15. Defendant Robert G. Warden (“Warden”) is, and has been at all times

relevant hereto, a member of the Company’s Board. Defendant Warden is a

M anaging Director of Cerberus.

16. Defendant M. Ri chard Warner (“Warner”) is, and has been at all times

relevant hereto, a member of the Company’s Board. Defendant Warner is a

consultant for Cerberus and also serves on the board of directors of a Cerberus

portfol i o company.

17. The Defendants li sted in paragraphs 7 through 16 are coll ectively

referred to as the “Individual Defendants.

18. Defendant CA I, a Del aware limited li abi lity company control l ed by

Cerberus, maintains i ts principal executive offi ce in New York, New York and

5
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 6 of 31

currently owns 18.1 million shares or 55.39 percent of BlueLinx’s outstanding

common stock.

19. Defendant Cerberus, a Del aware limited partnership headquartered in

New York, New York, is a private investment firm with approximately $23 billion
under management. Cerberus controls CAI, which in turns owns 55.39 percent of

BlueLinx’s outstanding common stock. Individual Defendants Cohen, M ayer,

Schumacher, Suwyn, Warden, and Warner all serve on BlueLinx’s Board and are

affiliated with Cerberus.

20. Defendants BlueLi nx, CAI, and Cerberus are named herei n as aiders

and abettors to the breaches of fi duci ary duty described herei n.

THE INDIVIDUAL DEFENDANTS’ FIDUCIARY DUTIES

21. By reason of the above Individual Defendants’ positions with the

Company as directors and/or offi cers, said individual s are in a fiduci ary

relationship with Pl ainti ff and the other stockholders of BlueL inx who are bei ng

and will be harmed by the defendants’ actions described herein (the “Cl ass”) and

owe Plainti ff and the other members of the Cl ass a duty of hi ghest good fai th, fair

deal ing, l oyalty and full and adequate di sclosure.

22. Each of the Indi vi dual Defendants i s requi red to act in good fai th, in

the best interests of the Company’s shareholders and with such care, includi ng

6
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 7 of 31

reasonabl e inqui ry, as would be expected of an ordinari ly prudent person. In a

situati on where the directors of a publ i cly traded company undertake a transacti on

that may resul t in a change in corporate control, the appl icabl e state l aw requires

the directors to take al l steps reasonably required to maximi ze the val ue

shareholders wi ll receive rather than use a change of control to benefit themselves.

To di li gently comply with thi s duty, the directors of a corporati on may not take any

acti on that:

(a) adversely affects the value provided to the corporation's

sharehol ders;

(b) contractually prohibits them from complying with or carrying

out thei r fi duci ary duti es;

(c) discourages or inhibits alternative offers to purchase control of

the corporati on or i ts assets; or

(d) will otherwise adversely affect their duty to search and secure

the best value reasonably avai l abl e under the circumstances for the corporation’s

sharehol ders.

23. In accordance with their duties of loyalty and good faith, the
Indivi dual Defendants, as directors and/or officers of BlueL inx, are obl i gated

under appl i cabl e l aw to refrain from:

7
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 8 of 31

(a) participating in any transaction where the directors’ or officers’

l oyalti es are divided;

(b) parti cipating in any transacti on where the directors or offi cers

receive, or are entitled to receive, a personal financial benefit not equal ly shared by

the publ i c shareholders of the corporati on; and/or

(c) unj ustly enriching themselves at the expense or to the detriment of

the publ i c shareholders.

24. The Individual Defendants are al so obl i ged to honor thei r duty of
candor to BlueLinx’s shareholders by, inter alia, provi di ng al l material informati on

to the sharehol ders regarding a scenari o in which they are asked to tender thei r

shares. Thi s duty of candor ensures that sharehol ders have all informati on that will
enabl e them to make informed, rati onal and intel li gent deci s ions about whether to

rel inqui sh thei r shares in exchange for the cons i derati on offered.
25. Pl ainti ff al l eges herei n that the Individual Defendants, separately and

together, in connecti on with the Proposed Transacti on, are knowingly or recklessly

viol ating thei r fi duci ary duti es, includi ng their duti es of loyalty, good faith, and

independence owed to Plainti ff and other sharehol ders of BlueL inx. The

Indivi dual Defendants stand on both si des of the transacti on, are engagi ng in self

deal ing, are obtaini ng for themsel ves personal benefits, including personal

8
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 9 of 31

financial benefi ts, not shared equal ly by Pl ainti ff or the Cl ass. As a resul t of the

Individual Defendants’ self dealing and divided loyalties, neither Plaintiff nor the

Cl ass wi ll receive adequate or fair value for thei r BlueL inx common stock in the

Proposed Transacti on.

26. Because the Individual Defendants are knowingly or recklessly

breaching their duti es of l oyalty, good fai th, and independence in connecti on with

the Proposed Transacti on, and because the Proposed Transacti on involves a Tender
Offer by a control ling sharehol der, the burden of proving the entire fai rness of the

Proposed Transacti on, including al l aspects of its negoti ation, structure, pri ce, and

terms i s pl aced on the defendants as a matter of law.

CLASS ACTION ALLEGATIONS

27. Plainti ff brings thi s acti on pursuant to Rul e 23 on behal f of himself

and al l other shareholders of the Company (except the defendants herei n and any

persons, firm, trust, corporation, or other entity related to or affili ated with them

and their successors in interest), who are, or wi ll be, threatened with inj ury ari s ing

from defendants’ actions, as more fully described herein.

28. Thi s acti on i s properly maintainabl e as a cl ass acti on for the following

reasons: The Cl ass i s so numerous that j oinder of all members i s impracti cabl e. As

9
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 10 of 31

of September 24, 2010, there were over 32.69 milli on shares of BlueL inx common

stock i ssued and outstanding, likely owned by thousands of shareholders.

29. Pl ainti ff i s committed to prosecuting thi s acti on and has retained

competent counsel experi enced in litigati on of this nature. Plaintiff’s claims are

typi cal of the claims of the other members of the Cl ass and Pl ainti ff has the same

interests as the other members of the Cl ass. Pl ainti ff i s an adequate representative

of the Cl ass and wi ll fairly and adequatel y protect the interests of the Cl ass.

30. The prosecuti on of separate acti ons by individual members of the

Cl ass would create the ri sk of inconsi stent or varyi ng adj udications with respect to

indivi dual members of the Cl ass, which woul d establ ish incompatibl e standards of

conduct for defendants, or adjudications with respect to individual members of the

Cl ass that woul d, as a practi cal matter, be di sposi tive of the interests of the other

members not parti es to the adj udications or substantial ly members or impede thei r

abi lity to protect thei r interests.

31. To the extent defendants take further steps to effectuate the Proposed
Transacti on, prel imi nary and final inj unctive relief on behal f of the Cl ass as a

whol e will be entirely appropri ate because defendants have acted, or refused to act,

on grounds general ly appli cabl e to the Cl ass.

10
 Case 1: 1 0-cv-03141 -JOF Document 1 Filed 09/30/10 Page 11 of 31

32. There are questi ons of l aw and fact that are common to the Cl ass

including, inter alia, the fol l owing:

(a) whether the Individual Defendants have breached thei r

fi duci ary duti es of due care, good faith, and l oyal ty with respect to Pl aintiff and the
other members of the Cl ass in connecti on with the conduct al l eged herei n;

(b) whether the process implemented and set forth by the

Individual Defendants in connection with the Proposed Transaction was fair to the
members of the Cl ass;

(c) whether the Individual Defendants have breached thei r

fi duci ary duty of candor by failing to di scl ose all material facts relating to the

Proposed Transacti on;

(d) whether CAI and Cerberus has aided and abetted the Individual

Defendants’ breaches of fiduciary duties owed to Plaintiff and the other members

of the Cl ass as a resul t of the conduct al l eged herei n; and

(e) whether Pl ainti ff and the other members of the Cl ass would be

irreparably harmed if defendants are not enj oined from effectuati ng the Proposed
Transacti on described herein.

33. Plaintiff’s claims are typical of the claims of the other members of the

Cl ass and Pl ainti ff does not have any interests adverse to the Cl ass.

11
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 12 of 31

34. Pl ainti ff anticipates that there will be no di fficulty in the management

of thi s liti gati on. A cl ass acti on i s superi or to other avai l abl e methods for the fai r

and effi ci ent adj udicati on of thi s controversy.

SUBSTANTIVE ALLEGATIONS

35. BlueL inx, through its subs i di ary, BlueL inx Corporati on, distributes

approximately 10, 000 products to 11, 500 customers through its network of 70

warehouses and third-party operated warehouses. I t distributes products in two

principal categori es, structural products and speci alty products. Structural products

include plywood, oriented strand board, rebar and remesh, lumber, and other wood

products primarily used for structural support, wall s, and floori ng in constructi on

proj ects. Its speci alty products compri se roofing, insul ati on, speci alty panel s,

moul ding, engineered wood products, vinyl products (used primarily in s i di ng),

compos ite decking, and metal products (excluding rebar and remesh). The

Company’s customers include building materials dealers, industrial users of

bui l ding products, manufactured housing bui lders, and home improvement centers.

I t sell s its products through three distributi on channel s consi sting of warehouse

sal es, rel oad sal es, and di rect sal es.

36. The Company started as a distributi on divisi on of the Georgi a-Pacific

Company. On M ay 7, 2004, Georgi a Paci fi c Company sold off assets to ABP

12
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 13 of 31

Di stributi on Holdings, a new company owned by Cerberus, whi ch was then

merged into BlueLinx. On December 17, 2004, the Company consummated an

initial public offering (“IPO”) at a price of $13.50 per share. Cerberus and it

affili ates did not sel l any of thei r shares in the IPO. CA I currently owns 18.1

milli on shares of BlueL inx stock, or approximately 55.39% of the outstandi ng

shares of the Company, an i nterest that it has maintained since the I PO.

37. BlueL inx stock traded as hi gh as $7.54 j ust over two years ago, but

was negatively affected by the global recession which hit the housing market

especially hard. The Company, however, is poised for growth. As noted by the

Company in press rel ease announcing 2010 first quarter results:

The Company incurred a net l oss of $14.7 million, or $0.48 per
di luted share for the first quarter of 2010, compared wi th a net l oss of
$60.7 milli on, or $1.95 per di luted share, for the first quarter of 2009.
Revenues increased 6% to $431.1 milli on from $407.1 milli on for the
same peri od a year ago. Overal l unit volume rose 1.4% compared to
the year-ago peri od.
Gross profit for the first quarter totaled $52.3 milli on, up 18% from
$44.3 milli on in the prior-year peri od. Gross margins increased to
12.1 from the 10.9% generated in the year earli er peri od. The
i mprovement in margi ns was due to the Company’s continued focus
on margin improvement, wood-based product pri cing and an i ncrease
in sal es through the warehouse channel. Total operati ng expenses
decreased $2.4 million, or 3.9% from the same peri od a year ago, as
the Company continued to aggressively manage its cost structure.
Reported operating loss for the quarter w as $8.0 milli on, compared
wi th an operati ng l oss of $18.4 milli on a year ago.

13
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 14 of 31

“While we achieved our first year over quarterly increase in

year
revenue in four years, our results were hindered by unusually severe
weather conditi ons through-out the country, said BlueL inx President
and CEO George Judd. “However, since the later part of the first
quarter, we have seen an increase in demand for our products as
the housing market appears to have begun its recovery.”
(emphasis added).
38. The positive trend for the Company continued. As the Company’s

press rel ease announci ng 2010 second quarter earnings notes:

Revenues increased 27.7% to $540.8 milli on from $423.5 milli on for

the same peri od a year ago. The increase reflects a 45.1 increase in
structural product sal es and a 14.4% increase in speci alty product
sales. Overall unit volume rose 11.9% compared to the year-ago
peri od. The Company incurred a net loss of $3.4 milli on, or $0.11 per
diluted share for the second quarter of 2010, compared with net profit
of $0.6 milli on, or $0.02 per di luted share, for the second quarter of
2009, which benefited from $19.4 milli on in pre-tax net gai ns from
si gni fi cant speci al items.
Gross profit for the second quarter totaled $64.1 million, up 32.8%
from $48.3 milli on in the pri or-year peri od. Gross margins increased
to 11.9% from the 11.4% generated in the year earli er peri od. Total
operating expenses increased $22.8 milli on, or 60.4% from the same
peri od a year $20.5 milli on in net gains
ago, which benefited from
from si gni fi cant speci al items. Reported operating income for the
quarter w as $3.6 milli on, compared with an operati ng profit of $10.6
milli on a year ago.

“The second-quarter busi ness climate was characterized by

unprecedented vol ati lity in the structural wood-based products market
and a sluggi sh recovery of demand for products related to new home
construction.” said BlueLinx President and CEO George Judd.
“Despite this challenging environment, we performed well as we
grew our unit volume by 11.9% and increased our gross profit by

14
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 15 of 31

32.8%. We al so remained focused on cost management reduci ng our

selling, general and administrative expenses to 10.6% of sales.”
For the si x months ended July 3, 2010, net loss totaled $18.1 milli on,
or $0.59 per di l uted share, on revenues of $971.8 milli on, compared
with a net l oss of $60.0 million, or $1.93 per di luted share, on
revenues of $830.6 milli on a year ago. The increase in revenue was
l argely due to the 14% increase in housing constructi on activity
relative to the pri or peri od, increases in structural wood-based sel ling
prices and the Company’s focus on targeted growth initiatives. Gross
profit for the six months ended July 3, 2010 totaled $116.4 milli on
and gross margi n was 12.0%, compared with $92.6 milli on and
11.1 respectively, earl i er. Operating expenses increased to
a year
$120.8 milli on from $100.4 milli on a year ago, which included $19.4
milli on in net gai ns from s i gni fi cant speci al items. (emphasi s added).

39. Seeking to capture BlueLinx’s upside for itself, on July 21, 2010,

defendant M ayer, himsel f a member of the Board, wrote on behal f of CA I to

decl are its intenti on to l aunch a tender offer for the outstanding BlueL inx shares

that it did not own for $3.40 per share:

Gentlemen:

Cerberus ABP Investor LL C(“CAI”) i s pl eased to advi se you that it

intends to commence a tender offer for all of the outstandi ng shares of
common stock of BlueL inx Hol dings Inc. (“Bl ueL i nx” or the

“Company”) not owned by CAI, at a purchase price of $3.40 per share

in cash. This represents a premi um of approximately 35.5% over the
cl os ing pri ce on July 21, 2010, and a 16.8% premium over the
volume-wei ghted average closing pri ce for the l ast 30 tradi ng days. I n
our vi ew, thi s pri ce represents a fair price to BlueL inx’s stockholders.

The tender offer will be conditioned upon, among other things, the
tender of a maj ority of shares not owned by CA I or by the directors or
offi cers of the Company and, unl ess waived, CA I owning at least 90%

15
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 16 of 31

of the outstandi ng BlueL inx common stock as a resul t of the tender or

otherwise. Any shares not acquired in the tender offer are expected to
be acquired in a subsequent merger transacti on at the same cash price
per share. The tender offer i s not subj ect to any fi nancing or due
di li gence conditi on.

We bel i eve that offer to acquire the shares of BlueL inx not owned
our

by CAI represents a uni que opportunity for BlueL inx’s stockholders

to real i ze the value of their shares at a si gni ficant premium to
BlueL inx’s current and recent stock pri ce. As the l ongtime maj ority
stockholder of BlueL inx, we wish to acknowl edge your dedicated
efforts as board members of the Company and to express our
appreci ati on for the si gni fi cant contributi on that the board members of
BlueL inx have made to the Company in the chal l enging busi ness and
economi c environment of the past few years.

In cons i dering our tender offer, you should be aware that in our

capacity as a stockhol der we are interested only in acqui ring the

BlueL inx shares not already owned by us and that in our capacity as a
stockhol der we have no current interest in selling our stake in
BlueL inx nor woul d we currently expect, in our capacity as a
stockhol der, to vote in favor of any al ternative sal e, merger or simil ar
transacti on involvi ng Bl ueL inx other than the transacti on outl ined
here.

CAI has not had any substantive discussi ons or negoti ati ons with
members of the Company’s management regarding their ability to
“roll” their BlueLinx shares or stock options, or regarding any
changes to existing employment agreements, equity incentive plans or
benefit arrangements, in connection with the tender offer. However,
at the appropri ate time, we may expl ore, and di scuss wi th
management, any or all such topi cs.

CAI does not expect the tender offer and merger to result in a change
of control under the Company’s existing revolving credit facility or
mortgage debt financing.

16
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 17 of 31

We intend to commence our tender offer within approximately seven

days. CAI bel ieves it would be appropri ate for the Company’s board
of directors to form a speci al committee consi sting of independent
directors not affili ated with CA I to cons i der CAI’s tender offer and to
make a recommendation to the Company’s stockholders with respect
thereto. In additi on, CAI encourages the speci al committee to retain
i ts own l egal and financial advi sors to assi st in its revi ew of our tender
offer and the development of its recommendation.

We will fil e a Schedul e 13D amendment, and as such, we feel

compel l ed to i ssue a press rel ease, a copy of which i s attached for
your informati on. We expect to make the rel ease publ ic prior to the
opening of the New York Stock Exchange on July 22, 2010.
V ery truly yours,

CERBERUSABP INVESTOR LLC

By: /s/
Steven F.
M ayer
Name: Steven F. M ayer
Title: Managing
D irector

40. Pri or to the opening of the markets on July 22, 2010, CA I i ssued a

press rel ease announci ng its intenti on to commence the Tender Offer and fil ed an

amendment to its Schedule 13D with the Securities and Exchange Commission

(“SEC”) which included a copy of its July 21, 2010letter to the Board.

41. Al so on July 22, 2010, the Board formed a Speci al Committee of

defendants Marchese, Schumacher, and Grant. According to the Amended

17
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 18 of 31

Schedule 14D-9 Recommendation Statement (“Amended Recommendation

Statement”) filed with the SEC on September 27, 2010, the Special Committee was

granted the power and authority to:

(i revi ew and evaluate the terms and conditi ons of the Offer; (ii)
determine, together with its advisors, whether the Offer is fair to, and
in the best interests of, the Company and its stockhol ders; (i i i)
recommend to the full Board what recommendation, if any, should be
made to the stockholders of the Company with respect to the Offer;
(iv) participate in negotiations with CAI with respect to the terms and
conditions of the Offer; (v) if the Special Committee deems
appropri ate, determi ne to rej ect the Offer; and (vi take any l awful
action in response to the Offer that the Special Committee determines
to be in the best interests of the Company and its stockholders.

42. The Speci al Commi ttee retained the l aw firm of Jones Day as its l egal

counsel on July 22, 2010, retained M orri s, Nichol d, Arsht & Tunnell LLP as

speci al Del aware Counsel on July 25, 2010, and retained Citadel Securities LL C

(“Citadel”) as its financial advisor on July 27, 2010.

43. On August 2, 2010, CAI commenced the Tender Offer at an offer

pri ce of $3.40 per share and fil ed a Schedul e TO and Schedul e 13E-3 with the

SEC.

44. On August 13, the Company filed aSchedule 14D-9 Recommendation

Statement (“Initial Recommendation Statement”) with the SEC, in which the

Company took no current position regarding the Tender Offer, noting that the

Speci al Committee had not yet compl eted its revi ew.

18
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 19 of 31

45. Between August 2, 2010 and August 20, 2010, Ci tadel, on behal f of

the Speci al Committee, and defendant M ayer, on behal f of CA I negoti ated the

terms of the Proposed Transacti on, including its pri ce. On August 20, 2010

Citadel, at the direction of the Special Committee, indicated to defendant Mayer

that it would recommend the Tender Offer if the consideration were increased to

$4.00 per share and if certain additional protecti ons were offered to shareholders.

46. On September 3, 2010, defendant Schumacher agreed to recuse

himsel f from further meetings of the Speci al Commi ttee in li ght of al legati ons that

Schumacher’s independence, and thus that of the Speci al Committee, was cal l ed in

questi on due to hi s servi ce on the board of directors of other compani es affili ated

with Cerberus.

47. On September 22, 2010, representatives for the Special Committee

and CAI reached agreement regarding the shareholder protecti ons requested by the

Special Committee, and CAI announced that it was increasing the Tender Offer

pri ce to $4.00 per share.

48. On September 23, 2010, in consultation with Jones Day and Citadel,
the Special Committee unanimously voted on behalf of the Board and the

Company to recommend that BlueLinx shareholders accept the Tender Offer. On

19
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 20 of 31

September 27, 2010 the Amended Recommendati on Statement was fil ed wi th the

SEC, disclosing the Special Committee’s recommendation.

49. The $4.00 per share agreed to in the Proposed Transacti on i s a

woeful ly inadequate pri ce and appears desi gned to cap the market pri ce of

BlueLinx common stock at current, depressed levels. Defendants’ rationale for

asserting that the premium supports a fai r pri ce i s unsound as BlueL inx i s j ust

emerging from the bottom of a cycl e that is expected to improve as the economy

continues to emerge from the recession. The “premium” touted by defendants is at

a deep discount to the Company’s 52-week hi gh of $6.32. A fair pri ce cannot be

based on a purported “premium” over a depressed market price and thus, the $4.00

pri ce i s unfair to sharehol ders.

50. The financial unfairness of the Proposed Transacti on pri ce is

compounded by the woefully deficient process undertaken by the Individual

Defendants in agreeing to Proposed Transacti on.

51. Given CAI and Ceberus’ control of the Board and of a majority of the

outstanding shares of the Company, the consummati on of the Proposed

Transacti on i s a fait accompli. Whil e the Amended Recommendati on Statement

notes that Citadel did solicit three potenti al acquirers of the Company, CA I and

Cerberus made clear in the July 21, 2010 letter to the Board that CAI had “no

20
 Case 1: 1 0-cv-03141 -JOF Document 1 Filed 09/30/10 Page 21 of 31

current interest in sel ling our stake in BlueL inx nor would we currently expect, in

our capacity as a stockhol der, to vote in favor of any alternative sal e, merger or

similar transaction involving BlueLinx other than the transaction outlined here.”

52. Further ensuri ng that the transacti on i s l ocked up in favor of CA I and

Cerberus is the fact that these entities control the Company and thus have complete

ins i de knowl edge of the value of B lueL inx, informati on not avai l abl e to any

potenti al acquirers.

The Materially Misleading And/or

Incomplete Amended Recommendation Statement

53. On September 27, 2010, BlueL inx fil ed its Amended

Recommendation Statement regarding the Tender Offer with the SEC.

54. The Amended Recommendati on Statement fail s to provi de the

Company’s shareholders with material information and/or provides them with

material ly mi sleadi ng informati on thereby rendering the shareholders unabl e to

make an informed decisi on regarding the tender of thei r shares.

55. For exampl e, the Amended Recommendati on Statement fail s to

di scl ose certai n underlyi ng methodol ogi es, proj ecti ons, key inputs and mul tipl es

reli ed upon and observed by Citidel who served as financial advi sor to the

Company, which are necessary for sharehol ders to evaluate and properly assessthe
credibi lity of the vari ous anal yses performed by Citadel and rel i ed upon by the

21
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 22 of 31

Board in recommending the Proposed Transaction. In particular, the Amended

Recommendation Statement is deficient and should provide, inter alia, the

following:

(a) A description of the criteria and multiples observed by Citadel

for each company in its Comparable Companies Analysis. Further, a description

for selecting a narrow reference range of multiples ranging from 5.0x to 10.0x

Enterprise Value/Adjusted EBITDA in the analysis.

(b) A description of the multiples observed by Citadel for each

company in its Precedent Transaction Analysis. Further, a description for selecting

a narrow reference range of multiples ranging from 5.0x to 8.0x Enterprise

Value/Adjusted EBITDA in the analysis.

(c) A description of the criteria, companies and premia observed by

Citadel for each company in its Premia Paid Analysis. Further, a description for

selecting a narrow reference range of premia ranging from 35% to 50% used in the

analysis.

(d) A description of whether the Discounted Cash Flow Analysis

included consideration of stock-based compensation.

22
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 23 of 31

(e) The free cash fl ow numbers used by Citadel in the computati on

of the Discounted Cash Flow Analysis or the capital expenditure numbers and

changes in working capital uti lized by Citadel in the same analysis.

(f A descripti on of the criteri a to sel ect a di scount rate of 8% to

10% used by Citadel in its Discounted Cash Flow Analysis.

56. The Amended Recommendati on Statement al so fai l s to discl ose the

complete “Stretch Plan” for 2010 which was provided to CAI.

57. The Amended Recommendati on Statement al so fai l s to disclose

material informati on regarding the sal es process leading up to the Proposed

Transacti on including informati on regardi ng the third party who executed a

confi denti ality and standsti ll agreement but indicated that it was not interested in

pursuing di scuss i on before receiving any confi denti al materi al s.

58. The Amended Recommendati on Statement fai l s to discl ose what

servi ces, if any, Citadel provi ded to the Company, CA I, or Cerberus in the past two

years as well as the fees received for such services and also fails to disclose what

fee Cerberus will received in connection with its engagement by the Special
Committee. Information regarding the fees earned by Citadel is material because

any financial or economi c interest in the Proposed Transacti on coul d be percei ved

as a confli ct of interest.

23
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 24 of 31

59. Accordingly, Plaintiff seeks injunctive and other equitable relief to

prevent the irreparable injury that Company shareholders will continue to suffer

absent judicial intervention.

COUNTI

On Behalf of Plaintiff for Violations of Section 14(d)(4) and 14(e) of

the Exchange Act Against BlueLinx and the Individual Defendants

60. Plaintiff incorporates each and every allegation set forth above as if

fully set forth herein.

61. BlueLinx and the Individual Defendants have issued the Amended

Recommendation Statement with the intention of soliciting shareholder support of

the Proposed Transaction

62. Sections 14(d)(4) and 14(e) of the Exchange Act require full and

complete disclosure in connection with tender offers. Specifically, Section 14(e)

provides that:

It shall be unlawful for any person to make any untrue statement of a

material fact or omit to state any material fact necessary in order to
make the statements made, in the light of the circumstances under
which they are made, not misleading, or to engage in any fraudulent,
deceptive, or manipulative acts or practices, in connection with any
tender offer or request or invitation for tenders, or any solicitation of
security holders in opposition to or in favor of any such offer, request,
or invitation. The Commission shall, for the purposes of this
subsection, by rules and regulations define, and prescribe means
reasonably designed to prevent, such acts and practices as are
fraudulent, deceptive, or manipulative.

24
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 25 of 31

63. Specifically, the Amended Recommendation Statement violates

14(d)(4) and 14(e) because it omits material facts, including those set forth above.

Moreover, in the exercise of reasonable care, BlueLinx and the Individual

Defendants should have known that the Amended Recommendation Statement is

materially misleading and omit material facts that are necessary to render them

non-misleading.

64. The misrepresentations and omissions in the Amended

Recommendation Statement are material to Plaintiff, who will be deprived of his

entitlement to be fully informed regarding the tender of his shares prior to the

expiration of the Tender Offer on October 8, 2010.

COUNT II

On Behalf of Plaintiff and the Class for Breach of

Fiduciary Duties Against the Individual Defendants
65. Plaintiff repeats and realleges each and every allegation set forth

herein.

66. The Individual Defendants have violated their fiduciary duties owed

to the shareholders of BlueLinx and have acted to put their personal interests ahead

of the interests of BlueLinx shareholders or acquiesced in those actions by fellow

defendants. These Individual Defendants have failed to take adequate measures to

25
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 26 of 31

ensure that the interests of BlueLinx’s shareholders are properly protected and

have embarked on a process that provides CAI and Cerberus with an unfair

advantage by effectively excluding other alternative proposals.

67. By the acts, transacti ons, and courses of conduct al l eged herei n, the

Individual Defendants, individually and acting as a part of a common plan, will

unfairly deprive Pl ainti ff and other members of the Cl ass of the true value of thei r

BlueL inx investment. Pl ainti ff and other members of the Cl as s wi ll suffer

irreparabl e harm unl ess the acti ons of the Individual Defendants are enj oined and a

fair process i s substituted.

68. The Individual Defendants have breached their duties of loyalty,

entirefairness, good faith, and care by not taking adequate measuresto ensurethat

the interests of BlueLinx’s public shareholders are properly protected from over-

reaching by CAI and Cerberus.

69. By reason of the foregoi ng acts, practices, and courses of conduct, the

Individual Defendants have fai l ed to exerci se due care and di ligence in the exerci se

of their fi duci ary obl i gati ons toward Plainti ff and the other members of the Cl ass.

70. As a result of the actions of Defendants, Plaintiff and the Class have

been, and will be, irreparably harmed in that they have not, and will not, receive

26
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 27 of 31

their fair portion of the value of BlueLinx’s stock and businesses, and will be

prevented from obtaining a fair price for thei r common stock.

71. Unl ess enj oined by thi s Court, the Individual Defendants wi ll continue

to breach the fi duci ary duti es owed to Pl ainti ff and the Cl ass and may consummate

the Proposed Transaction to the disadvantage of the shareholders, without

provi ding suffi ci ent information to enable BlueLinx’s shareholders to make an

informed decisi on regarding the Tender Offer.

72. The I ndividual Defendants have engaged in self-deal ing, have not

acted in good faith, and have breached, and are breaching, fiduci ary duti es owed to

Plaintiff and the other members of the Cl ass.

73. Plainti ff and the Cl ass have no adequate remedy at l aw. Only through
the exercise of this Court’s equitable powers can Plaintiff and the Class be fully

protected from the immedi ate and irreparabl e inj ury which these acti ons threaten to
inflict.

COUNT III

On Behalf of Plaintiff and the Classfor Aiding and Abetting the

Individual Defendants’ Breaches of Fiduciary Duties Against CAI and
Cer ber us

74. Plainti ff repeats and reall eges each and every all egati on set forth

herein.

27
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 28 of 31

75. The Indivi dual Defendants breached their fi duci ary duti es to the

BlueL inx shareholders by the acti ons al l eged supra.

76. Such breaches of fiduci ary duti es could not, and would not, have

occurred but for the conduct of defendants CAI and Cerberus which, therefore,

aided and abetted the Individual Defendants’ breaches.

77. Defendants CA I and Cerberus had knowl edge that they were aidi ng

and abetting the Individual Defendants’ breaches of fiduciary duties to BlueLinx

shareholders.

78. Defendants CA I and Cerberus rendered substantial assi stance to the

Indivi dual Defendants in thei r breaches of thei r fi duci ary duti es to BlueLinx

sharehol ders.

79. As a resul t of the unlawful acti ons of CA I and Cerberus, Plai nti ff and

the other members of the Cl as s wi ll be irreparably harmed in that they wi ll be

prevented from obtaining the fai r value of thei r equity ownership in the Company.
Unl ess enj oined by the Court, CA I and Cerberus wi ll continue to aid and abet the

Individual Defendants’ breaches of their fiduciary duties owed to Pl ainti ff and the

members of the Cl a s s, and will ai d and abet a process that inhibits the

maximi zati on of sharehol der value and the di scl osure of materi al informati on.

28
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 29 of 31

80. Pl ainti ff and the other members of the Cl ass have no adequate remedy
at l aw. Only through the exercise of this Court’s equitable powers can Plaintiff

and the Cl a s s be ful ly protected from immedi ate and irreparabl e inj ury which

Defendants’ actions threaten to inflict.

PRAYER FOR RELIEF

WH EREFORE, Pl ainti ff demands judgment and prel imi nary and permanent

rel i ef, including inj unctive rel i ef, in her favor and in favor of the Cl ass, and against

the defendants as fol l ows:

A. Certifying this case as a class action, certifying Plaintiff as class

representative and their counsel as cl ass counsel;

B. Declaring that the conduct of the Individual Defendants i n approving

the Proposed Transacti on and failing to negoti ate in good faith wi th CA I and

Cerberus and other acts and omissions set forth herein are breaches of the

Individual Defendants’ fiduciary duti es;

C. Prel iminari ly and permanently enj oini ng the I ndividual Defendants

and all persons acting in concert with them from taking any steps to consummate

the Proposed Transacti on on the di scl osures and terms presently proposed;

29
 Case 1:10-cv-03141-JOF Document 1 Filed 09/30/10 Page 30 of 31

D. Prel iminari ly and permanently enj oining the I ndivi dual Defendants

from initiating any defensive measures that would inhibit the Individual

Defendants’ ability to maximize value for BlueLinx shareholders;

E. To the extent the Proposed Transaction is consummated prior to this

Court’s entry of a final judgment, rescinding it and setting i t aside or awardi ng

resci ssory damages;

F. D irecting D efendants to account to Pl ainti ff and the Cl ass for al l

damages suffered by them as a result of defendants’ wrongful conduct alleged

herein;

G. Awarding Plaintiff the costs, expenses, and disbursements of thi s

action, including attorneys’ and experts’ fees and, if applicable, pre-j udgment and

post-j udgment interest; and

H. Awarding Pl ainti ff and the Cl ass such other rel i ef as thi s Court deems

j ust, equitabl e, and proper.

30
 Case 1: 1 0-cv-03141 -JOF Document 1 Filed 09/30/10 Page 31 of 31

Dated: September 30, 2010 HOLZER HOLZER & FISTEL LLC

HOLZER HOLZER & FISTEL,

LLC

/s/Marshall P. Dees
Corey D. Holzer
Georgia Bar Number: 364698
Michael I. Fistel, Jr.
Georgia Bar Number: 262062
Marshall P. Dees
Georgia Bar Number: 105776
William W. Stone
Georgia Bar Number: 273907
200 Ashford Center North
Suite 300
Atlanta, Georgia 30338
Telephone: 770-392-0090
Facsimile: 770-392-0029

OF COUNSEL:

FARUQI & FARUQI, LLP

David H. Leventhal
369 Lexington Ave., 10th Floor
New York, NY 10017
Tel: 212-983-9330
Fax: 212-983-9331

31
 Case 1:10-cv-03141-JOF Document 1-1 Filed 09/30/10 Page 1 of 2

JS44 (Rev. 1/08 NDGA) CIVIL COVER SHEET

Ihe JS44 civil cover sheet and the infor mation contained her ein neither r eplace nor supplement the filing and service of pleadings or other papers as r equir ed by law, except as
ovided by local rules of cour t This for m is required for the use of the Clerk of Court for the pur pose of initiating the civil docket ecor d (SEE INSTRUCTIONS A T TACHED)

I. (a) PLAINTIFF(S) DEFENDANT(S)

AJAY KAJARI, on behalf of himself and those similarly Howard S. Cohen, Richard S. Grant, George R. Judd, Charles
situated, H. McElrea, Richard B. Marchese, Steven F Mayer, Alan H.
Schumacher, Mark A, Suwyn, Robert G. Warden, M. Richard
Warner, BlueLinx Holdings Inc, Cerberus ABP Investor
LLC and Cerberus Capital Management, L P. El
(b) COUNTY OF RESIDENCE OF FIRST LISTED COUNTY OF RESIDENCE OF FIRST LISTED
PLAINTIFF Rhode Island DEFENDANT Fulton
(EXCEPT IN U S PLAINTIFF CASES) (IN U.S PLAINTIFF CASES ON1 Y)

NOTE: IN LAND CONDEMNATION CASES, USE THE LOCAI ION OF THE TRACT OF
LAND INVOLVED

(c) ATTORNEYS (FIRM NAME, ADDRESS, TELEPHONE NUMBER, AND ATTORNEYS (IF ICNOWN)
E-MAIL ADDRESS)

Marshall P Dees
HOLZER HOLZER & FISTEL, LLC
200 Ashford Center North, Suite 300
Atlanta, GA 30338
mdees@holzerlaw.com

II. BASIS OF JURISDICTION III. CITIZENSHIP OF PRINCIPAL PARTIES

(PLACE AN "X" IN ONE BOX ONLY) (PLACE AN "X" IN ONE BOX FOR PLAINTIFF AND ONE BOX FOR DEFENDANT)
(FOR DIVERSITY CASES ONLY)

PLF DEF PLF DEF

0 1 U.S. GOVERNMENT
PLAINTIFF
ig 3 FEDERAL QUESTION
(U S GOVERNMENT NOT A PARTY)
0 1
is 1 CITIZEN OF THIS STATE
0 4
ig 4 INCORPORATED OR PRINCIPAL
PLACE OF BUSINESS IN THIS STATE

02 U.S. GOVERNMENT
04 DIVERSIIY ig 2 02 CITIZEN OF ANOIHER STATE 05 ig 5 INCORPORATED AND PRINCIPAL
DEFENDANT (INDICATE CITIZENSHIP OF PARTIES PLACE OF BUSINESS IN ANOTHER
IN ITEM III) STATE

El 3 D 3 CITIZEN OR SUBJECT OF A
FOREIGN COUNTRY
06 0 6 FOREIGN NATION

IV. ORIGIN (PLACE AN "X "IN ONE BOX ONLY)

TRANSFERRED FROM ri APPEAL TO DISTRICT JUDGE
IS 1 ORIGINAL 2 REMOVED FROM 3 REMANDED FROM I=1 4 REINSTATED OR LI 5 ANOTHER DISTRICT Li 6 MULTIDISTRIC I LI 7 FROM MAGISTRATE JUDGE
PROCEEDING STATE COURT APPELLATE COURT REOPENED (Specify District) LITIGATION JUDGMENT

V. CAUSE OF ACTION (CITETHE U.S. CIVIL STATUTE UNDER WHICH YOU ARE FILING AND WRITE A BRIEF STATEMENT OF CAUSE DO NOT CITE
JURISDICTIONAL STATUTES UNLESS DIVERSITY)

Breaches of fiduciary duty owed to shareholders and corporation in connection with corporate buyout/merger

(IF COMPLEX, CHECK REASON BELOW)

El 1 Unusually large number of parties. 0 6 Problems locating or preserving evidence

0 2. Unusually large number of claims or defenses 0 7 Pending parallel investigations or actions by government

SI 3 Factual issues are exceptionally complex 0 8 Multiple use of experts.

El 4. Greater than normal volume of evidence 0 9. Need for discovery outside United States boundaries

0 5 Extended discovery period is needed 0 10 Existence of highly technical issues and proof

CONTINUED ON REVERSE

....F.D.R4..Q.FTIVikg§NF.P1411i1Ei2811:11g-',22112,111,1111.11211ffilkx.,11E'1210:1.1.ft1.1.1.11.1,
1115121.1.1061111111,1111111182,11,25goggiegigii,M1.1,0111, 00,e29,-1,N1.8,116
 Case 1:10-cv-03141-JOF Document 1-1 Filed 09/30/10 Page 2 of 2

VI. NATURE OF SUIT (PLACE AN "X" IN ONE BOX ONLY)

CONTRACT "0" MONTHS DISCOVERY IRACK' CIVIL RIGHTS "4" MONIHS DISCOVERY TRACK SOCIAL SECURITY "0" MONTHS DISCOVERY
150 RECOVERY OF OVERPAYMENT &
l= 441 VOTING TRACK
ENFORCEMENT OF JUDGMENT (13950)
I= 442 EMPLOYMENT =I 861 HIA
l= 152 RECOVERY OF DEFAULTED STUDENT 443 HOUSING/ ACCOMMODATIONS 1=1 862 BLACK LUNG (923)
LOANS (Excl. Veter ans) 444 WELFARE 863 DIWC (405(g))
=I 153 RECOVERY OF OVERPAYMENT OF
=I 440 OTHER CIVIL RIGHTS 863 DIWW (405(g))
VETERAN'S BENEFITS Employment
=I 445 AMERICANS with DISABILITIES I=1 864 SSID TITLE XVI
=I 446 AMERICANS with DISABILITIES Other I=1 865 RSI (405(g))
CONTRACT "4" MONTHS DISCOVERY IRACK
110 INSURANCE IMMIGRATION "0" MONTHS DISCOVERY TRACK FEDERAL TAX SUIIS "4" MONTHS DISCOVERY
1=I 120 MARINE =I 462 NATURALIZATION APPLICATION TRACK
1= 130 MILLER ACT 463 HABEAS CORPUS- Alien Detainee l= 870 TAXES (U.S. Plaintiff or Defendant)
140 NEGOTIABLE INSTRUMENT I= 465 OTHER IMMIGRATION ACTIONS 871 IRS THIRD PARTY 26 USC 7609
=1
151 MEDICARE ACT
160 STOCKHOLDERS' SUITS PRISONER PETITIONS "0" MONTHS DISCOVERY OTHER STATUTES "4" MONTHS DISCOVERY
=I 190 OTHER CONTRACT
TRACK
TRACK
l= 195 CONTRACT PRODUCT LIABILITY
196 FRANCHISE
CI 510 MOTIONS TO VACATE SENTENCE I= 400 STATE REAPPORTIONMENT
I= 530 HABEAS CORPUS 430 BANKS AND BANKING
535 HABEAS CORPUS DEATH PENALTY I= 450 COMMERCE/ICC RATES/ETC
REAL PROPERTY "4" MONTHS DISCOVERY CI 540 MANDAMUS & OTHER 460 DEPORTATION
TRACK I=1 550 CIVIL RIGHTS Filed Pt o se =I 470 RACKETEER INFLUENCED AND CORRUPT
210 LAND CONDEMNATION =I 555 PRISON CONDITION(S) Filed Pr o se ORGANIZATIONS
I= 480 CONSUMER CREDIT
I=
220 FORECLOSURE
230 RENT LEASE & EJECTMENT PRISONER PETITIONS "4" MONTHS DISCOVERY B
=I
490 CABLE/SATELLITE TV
810 SELECTIVE SERVICE
240 TORTS TO LAND TRACK
245 TORT PRODUCT LIABILITY 550 CIVIL RIGHTS Filed by Counsel
I= 875 CUSTOMER CHALLENGE 12 USC 3410
290 ALL OTHER REAL PROPERTY
=I 891 AGRICULTURAL ACTS
555 PRISON CONDITION(S) Filed by Counsel
=I I=1 892 ECONOMIC STABILIZATION ACT
893 ENVIRONMENTAL MATTERS
TORTS PERSONAL INJURY "4" MONTHS FORFEITURE/PENALIY "4" MONTHS DISCOVERY CI 894 ENERGY ALLOCATION ACT
DISCOVERY TRACK TRACK I=I 895 FREEDOM OF INFORMATION ACT
=I 310 AIRPLANE 610 AGRICULTURE I= 900 APPEAL OF FEE DETERMINATION UNDER
315 AIRPLANE PRODUCT LIABILITY =I 620 FOOD & DRUG EQUAL ACCESS TO JUSTICE
I= 320 ASSAULT, LIBEL & SLANDER ED 625 DRUG RELATED SEIZURE OF PROPERTY =1 950 CONSTITUTIONALITY OF STATE STATUTES
330 FEDERAL EMPLOYERS' LIABILITY 21 USC 881 890 OTHER STATUTORY ACTIONS
340 MARINE ED 630 LIQUOR LAWS
345 MARINE PRODUCT LIABILITY l= 640 R.R. & TRUCK OTHER STATUTES "8" MONTHS DISCOVERY
350 MOTOR VEHICLE =1 650 AIRLINE REGS TRACK
355 moroR VEHICLE PRODUCI LIABILITY
=I 660 OCCUPATIONAL SAFETY HEALTH 410 ANTITRUST
OMER PERSONAL INJURY
B360 362 PERSONAL INJURY MEDICAL
690 OTHER
=1
850 SECURITIES COMMODITIES EXCHANGE

MALPRACTICE
LABOR "4" MONTHS DISCOVERY TRACK OTHER STATUTES "0" MONTHS DISCOVERY
365 PERSONAL INJURY PRODUCT LIABILITY
710 FAIR LABOR STANDARDS ACT TRACK
I= 368 ASBESTOS PERSONAL INJURY PRODUCT
LIABILITY
im 720 LABOR/MGMT RELATIONS ARBITRATION (Confirm Vacate Order Modify)
=I 730 LABOR/MGMT, REPORTING & DISCLOSURE
ACT
TORTS PERSONAL PROPERTY "4" MONIHS (Note: Mark underlying Nature of Suit as well)
=I 740 RAILWAY LABOR ACT
DISCOVERY TRACK =I 790 OTHER LABOR LITIGATION
CI 370 OTHER FRAUD 791 EMPL RET INC SECURITY ACI
I= 371 TRUTH IN LENDING
380 OTHER PERSONAL PROPERTY DAMAGE PROPERTY RIGHTS "4" MONIHS DISCOVERY
=I 385 PROPERTY DAMAGE PRODUCT LIABILITY
TRACK
=I 820 COPYRIGHTS PLEASE NOTE DISCOVERY
1=1 840 TRADEMARK
TRACK FOR EACH CASE TYPE.
BANKRUPTCY "0" MONTHS DISCOVERY
TRACK PROPERTY RIGHTS "8" MONTHS DISCOVERY SEE LOCAL RULE 26.3
=1 422 APPEAL 28 USC 158
TRACK
=I 423 WITHDRAWAL 28 USC 157 830 PATENT

VII. REQUESTED IN COMPLAINT:

is CHECK IF CLASS ACTION UNDER F R.Civ P. 23 DEMAND TBD

JURY DEMAND 12 YES 0 NO (CHECK YES ONLY IF DEMANDED IN COMPLAINT)

VIII. RELATED/REFILED CASE(S) IF ANY

JUDGE DOCKET NO.

CIVIL CASES ARE DEEMED RELATED IF THE PENDING CASE INVOLVES: (CHECK APPROPRIATE BOX)
El 1. PROPERIY INCLUDED IN AN EARLIER NUMBERED PENDING SUIT

El 2. SAME ISSUE OF FACT OR ARISES OUI OF THE SAME EVENT OR TRANSACTION INCLUDED IN AN EARLIER NUMBERED PENDING SUIT.

Ei 3 VALIDITY OR INFRINGEMENT OF THE SAME PATENT, COPYRIGHT OR TRADEMARK INCLUDED IN AN EARLIER NUMBERED PENDING SUIT
4 APPEALS ARISING OUT OF THE SAME BANKRUPTCY CASE AND ANY CASE RELATED THERETO WHICH HAVE BEEN DECIDED BY THE SAME
BANKRUPTCY JUDGE.
El 5. REPETITIVE CASES FILED BY PRO SE LITIGANTS

El 6. COMPANION OR RELAIED CASE 10 CASE(S) BEING SIMULTANEOUSLY FILED (INCLUDE ABBREVIATED SI YLE OF OTHER CASE(S)):

7 EITHER SAME OR ALL OF THE PARTIES AND ISSUES IN THIS CASE WERE PREVIOUSLY INVOLVED IN CASE NO., WHICH WAS
DISMISSED. This case
n IS =I IS NOT (check one box) SUBSTANTIALLY THE SAME CASE

SIGNATURE OF ATTORNEY OF RECORD DATE