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1
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ORDER AND FINAL JUDGMENT
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EXTRACTED KEY WORDS
COURT HEREBY LAWSUIT MEMBERS JUDGEMENT PLAINTIFFS STIPULATION PARTIES DIRECTORS ATTORNEYS DEFENDANTS CHANCERY COUNSEL REPRESENTATIVES COMPROMISE SCHEDULING CHANCERY RULES PURSUANT DETERMINATION ADEQUATE LAW EXPENSES MERGER PREJUDICE FEES AGREEMENT SETTLEMENT HEARING ACCORDANCE FACT COMMON |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
--------------------------~------------------------------------x
IN RE TRAVELERS PROPERTY
CASUALTY CORP. CONSOLIDATED
SHAREHOLDERS LITIGATION CIVIL ACTION NO. 17902 NC
--------------------------,-----------------------------------~-~
j3RDER AND FINAL JUDGMENT
The Stipulation. and Agreement of Compromise, Settlement and Release, dated
August 9,200O (the "Stipulation"), of the above-captioned consolidated lawsuit (the "Lawsuit"),
having been presented at the S'ettlement Hearing on October 19,2000, pursuant to the Scheduling
Order for Approval of Settletnent of Class Action entered herein on August 14,200O (the
"Scheduling Order"), which Stipulation was joined and consented to by all parties to the Lawsuit
and which (along with the defined terms therein) is incorporated herein by reference; and the
Court having determined that notice of said Settlement Hearing was given in accordance with the
Scheduling Order to members of the Class as certified by the Court in the Scheduling Order and
that said notice was adequate and sufficient; and the parties having appeared by their attorneys of
record; and the attorneys for the respective parties having been heard in support of the Settlement
of the Lawsuit, and an opportunity to be heard as provided in the Notice; and the entire matter of
the Settlement having been considered by the Court;
IT IS HEREBY ORDERED, ADJUDGED AND DECREED, this
of October, 2000, as follows:
1) The Notice of Pendency of Class Action, Temporary and Proposed Class
Action Determination, Proposed Settlement of Class Action, Settlement Hearing and Right to
Appear has been given to the Class, pursuant to and in the manner directed by the Scheduling
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2
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STIPULATION AND AGREEMENT OF COMPROMISE SETTLEMENT AND RELEASE
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EXTRACTED KEY WORDS
PARTIES COURT STIPULATION TENDER TRAVELERS MERGER ATTORNEYS PLAINTIFFS TRANSACTIONS AGREEMENT CITIGROUP LAWSUIT DEFENDANTS COUNSEL CONSOLIDATION DELAWARE COMPLAINTS COMPROMISE CHANCERY FINANCIAL ADVISOR SUPPLEMENTAL DISCLOSURES SETTLED CLAIMS EXPENSES MINORITY SHAREHOLDERS LITIGATION OUTSTANDING SHARES LLP SPECIAL COMMITTEE FAIRNESS OPINION |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE [
IN AND FOR NEW CASTLE COUNTY
-----------~.----~"--------------~-----------------------------~
IN RE TRAVELERS PROPERTY
CASUALTY CORP. C O N S O L I D A T E D .
SHAREHOLDERS LITIGATION CIVIL ACTION NO. 17902 NC
STIPULATION AND AGREEMENT OF
COMPROMISE. SETTLEMENT AND RELEASE
The parties to the above-captioned consolidated action, by and through their
attorneys, have entered into the following Stipulation and Agreement of Compromise, Settlement
and Release ("Stipulation" or "Settlement Agreement"), subject to the approval of the Court (as
defined be,low):
WHEREAS:
A. On March 21, 2000, Travelers Property Casualty Corp. ("Travelers" or
"Company") publicly announced that it had agreed to a transaction with Citigroup Inc.
("Citigroup"), whereby Citigroup, through entities under its control, would be commencing a
cash tende:r offer ("Tender Offer") for all outstanding shares of Travelers which it did not already
own to be followed by a merger ("Merger") at the price of $41.50 per share in cash.
B. Following the announcement of the Tender Offer, certain shareholders of
the Company filed thirteen class action complaints in the Court of Chancery of the State of
Delaware in and for New Castle County (the "Court") challenging the transaction.
C. By Order of the Court dated April 6,2000, these actions were
into the action entitled me Travelers Pronertv Casualty Corn. Shareholders Litigation,
Consolidated CA. No. 17902 NC (the "Lawsuit"). The defendants in the Lawsuit are Travelers,
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3
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SECOND AMENDED COMPLAINT
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EXTRACTED KEY WORDS
TRAVELERS MORGAN STANLEY PLAINTIFF DISHAROON DEFENDANTS MERGER TRANSACTION TASCO PRICE SHARES DELAWARE SECOND AMENDED COMPLAINT ESQUIRE SHAREHOLDERS SPECIAL COMMITTEE AMENDED COMPLAINT RODNEY SQUARE WILMINGTON FINANCIAL ADVISOR STOCKHOLDERS ACQUISITION TRAVELERS GROUP SQUEEZE-OUT PUBLIC SHAREHOLDERS ARTHUR ZANKEL REFERENCE RANGE MATERIAL INACCURACIES ARTIFICIALLY LOW RODNEY SQUARE NORTH |
IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
----------------------------------------------------------------------x
HOWARD VOGEL, on behalf of himself and
all others similarly situated, Plaintiff,
-against- : Civil Action No. 17902 NC
TRAVELERS PROPERTY CASUALTY CORP., :
ROBERT I. LIPP, JAY S. FISHMAN, FRANK J.
TASCO, DUDLEY C. MECUM II, ARTHUR ZANKEL i
KENNETH J. BIALKIN, SANFORD I. WEILL,
LESLIE B. DISHAROON and CITIGROUP INC., :
Defendants.
<
NOTICE OF FILING SECOND AMENDED COMPLAINT
TO: Edward P. Welch, Esquire
Andrew J. Turezyn, Esquire
Skadden Arps Slate Meagher & Flom LLP
One Rodney Square
Wilmington, Delaware 19801
David C. McBride, Esquire
Young Conaway Stargatt & Taylor
Suite 1100, Rodney Square North
Wilmington, Delaware 19899
PLEASE TARE NOTICE that plaintiff herewith files the attached Second
Amended Complaint pursuant to the Court's direction and in full substitution for the Complaint
filed on March 28, 2000.
ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.
By: f~&,$,C&/ M,h$$idh/
Suite 1401, Mellon Bank Center
P.O. Box 1070
Wilmington, DE 19899- 1070
(302) 6564433
April 3, 2000 Attorneys for Plaintiff
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
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4
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AMENDED COMPLAINT
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EXTRACTED KEY WORDS
CITIGROUP PLAINTIFF DEFENDANTS DISHAROON MORGAN STANLEY TASCO SHAREHOLDERS TRANSACTION SHARES DELAWARE CASUALTY PRICE SPECIAL COMMITTEE STOCK ACQUISITION AMENDED COMPLAINT ARTHUR ZANKEL RODNEY SQUARE FINANCIAL ADVISOR TRAVELERS GROUP WILMINGTON STOCKHOLDERS PUBLIC SHAREHOLDERS COMMON STOCK MATERIALLY HIGHER FIDUCIARY DUTIES INADEQUATE EXECUTIVE OFFICER MARKET PRICE |
IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
----------------------------------------------------------------------x
HOWARD VOGEL, on behalf of himself and
all others similarly situated, Plaintiff,
-against- : Civil Action No. 17902 NC
TRAVELERS PROPERTY CASUALTY CORP., :
ROBERT I. LIPP, JAY S. FISHMAN, FRANK J. :
TASCO, DUDLEY C. MECUM II, ARTHUR ZANKEL :
KENNETH J. BIALKIN, SANFORD I. WEILL,
LESLIE B. DISHAROON and CITIGROUP INC.,
Defendants.
.
NOTICE OF FILING AMENDED COMPLAINT L. -.-
TO: Andrew J. Turezyn, Esquire
Skadden Arps Slate Meagher & Flom LLP
One Rodney Square
Wilmington, Delaware 19801
David C. McBride, Esquire
Young Conaway Stargatt & Taylor
Suite 1100, Rodney Square North
Wilmington, Delaware 19899
PLEASE TAKE NOTICE that plaintiff herewith files the attached Amended
Complaint as of right pursuant to Rule 15(a).
In compliance with Rule 15(aa), plaintiff avers that the Amended Complaint is in
full substitution for the Complaint heretofore filed on March 21, 2000.
ROSENTHbL, MONHAIT, GROSS & GODDESS, P.A.
B y : &m fl A,&/
Suite 140 1, Mellon Bank Center
P.O. Box 1070
Wilmington, DE 19899-1070
(302) 656-4433
March 28, 2000 Attorneys for Plaintiff
SNIPPETS:
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5
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COMPLAINT
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EXTRACTED KEY WORDS
CITIGROUP DEFENDANTS PLAINTIFF MEMBERS SHAREHOLDERS PUBLICLY-HELD SHARES UNFAIR CONTROL STOCK COMMON STOCK TRANSACTION STOCKHOLDERS INADEQUATE FINANCIA PRICE LIPP PROFITABILITY REPRESENTATIVES DIRECTORS DUTIES DAMAGES MECUM ARTHUR ZANKEL BIALKIN WEILL ALLEGATIONS EXECUTIVE OFFICES DEALING |
3, : ., *`
~.,l. / I., ,yz
t\, ->T
,; I I
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
---x
HOWARD VOGEL, on behalf of himself and :
all others similarly situated, (-A. No. 1 -?-"/l;;l&$cr.
Plaintiff,
-against-
TRAVELERS PROPERTY CASUALTY CORP.,
ROBERT I. LIPP, JAY S. FISHMAN, FRANK J. :
TASCO, DUDLEY C. MECUM II, ARTHUR ZANKEL, :
KENNETH J. BIALKIN, SANFORD I. WEILL,
LESLIE B. DISHAROON and CITIGROUP INC., :
Defendants. ---X
COMPLAINT
Plaintiff alleges upon personal knowledge with respect
to himself, and upon information and belief as to all other
allegations herein, as follows:
NATURE OF THE ACTION
1. This is a class action on behalf of the public
stockholders of Travelers Property Casualty Corp. ("Travelers" or
the "Company"), in connection with the propos,ed acquisition of
the publicly owned shares of Travelers common stock by its
majority controlling shareholder, defendant Citigroup Inc.
("Citigroup") .
2. The consideration that Citigroup stated it would
offer to members of the Class (as defined below) in the proposed
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