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1
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ORDER AND FINAL JUDGMENT
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EXTRACTED KEY WORDS
SETTLEMENT OFTHE DEFENDANTS PLAINTIFFS CHANCERY RULE SCHEDULING ORDER MEMBERS LAW ATTORNEYS REPRESENTATIVES RIGHTS PURSUANT ACCORDANCE PROVISIONS FACTS AFFILIATES MERGER EXECUTORS SUSPECT DIRECTORS THEMERGER AGREEMENT UNITED STATES HEREBY COMMON STOCK AFORESAID SCHEDULING ORDER TIE MATTER OFTBE DEFENSES |
OCT-03-00 TUE 02~48 PM FAX NO,
;irOEj r,!CWiX, LAYTOll k FIYGEI; $13 :TUE) 10. 3'03 :3:31/K.
IN `ITHE COURT OF CHANCERY OF THE STATE 0% Z;rELAwARE
1N AND FOR NEW CASTLE COUNTY
IN RE VASTAR RESOURCES, INC. CONSOLlIIATED
SHAREHOLDERS LITIGATION Civil Action No. 17888
A hearing having been held before this Court on October 3, 2000, pursuant to tis
Order of August 11, 2000 (the "Schedulirq Order"), upon a Stipulation and Agmment of
Coxzpromise and Settlemenl axd Release, dnted August 9, ZOO0 (the "Stipulation" or
of the abovc-captiuncd action (the "Action"). which is incorporated herein by reference;
that due notice of said hearing has been given in accordance with the aforesaid Scheduling
respective parties having appeared by their attorneys of record; the COM hating heard and
considered evidence in support of the proposed Settlen~~nt; the attorneys for the
havina been heard; an opportunity having been given to al1 otiw perwns requesting to be
accordance with the Scheduling Order; the Court having determined thhat notice to the
defined ~II the Scheduling Order) certitied in tie Action pursuant to the aforesaid
was sdcquate and sufkient; and the entire matter oftbe proposed Settlement having been
considered by the Court:
IT IS HEREBY ORDERED, ADrUDGED AND DECREED this&day of October 2000,
that:
1. This Action has bsw properly rIJtiltained as a class;action pursuant to
Chancery Rule 2:1,
2. Each of the yrovislons of Court of Chancery Rule 23(a) has been satisfied
RISl.7.16Sl11-6
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2
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PLAINTIFFS BRIEF IN SUPPORT OF PROPOSED SETTLEMENT
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EXTRACTED KEY WORDS
DEL COUNSEL FEE SETTLEMENT COURT SHAREHOLDERS LITIGATION PROPOSED SETTLEMENT VASTAR REPRESENTATIVES EXPENSES ATTORNEYS CORN AMOCO CONSOLIDATEMAREHOLDERS REQUEST SPECIAL COMMITTEE TRANSACTION VASTAR RESOURCES LERACH LLP NUMEROSITY CERTIFICATION DEFENDANTS REIMBURSEMENT WEISS BERSHAD HYNES COMMONALITY NEGOTIATIONS CLASS MEMBERS REASONABLENESS |
ORIGINAL /1?
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ljs
,
IN AND FOR NEW CASTLE COUNTY
-
IN RE VASTAR RESOURCES, INC. CONSOLIDATED
SHAREHOLDERS' LITIGATION CIVIL ACTION NO. 17888-NC
PLAINTIFFS' BRIEF IN SUPPORT OF PROPOSED SETTLEMENT AND
APPLICATION FOR ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES
ROSENTHAL MONHAIT GROSS
& GODDESS, P.A.
Norman M. Monhait
Mellon Bank Center, Suite 1401
P.O. Box 1070
Wilmington, Delaware 19899
(302) 656-4433
CHIMICLES & TIKELLI!< LLP
Pamela S. Tikellis
One Rodney Square
P.O. Box 1035
Wilmington, Delaware 19899 , ; -i
(302) 656-4433
Delaware Liaison Counsel for Plaintiffs
OF COUNSEL:
BERNSTEIN LIEBHARD & LIFSHITZ, LLP
10 East 4,Oth Street
New York, NY 10016
(212) 779-1414
MILBERG WEISS BERSHAD HYNES
& LERACH LLP
One Pennsylvania Plaza
New York, NY 10119-0165
(212) 594-5300
Co-Leadl Counsel for Plaintiffs
September 27, 2000
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3
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CLASS ACTION COMPLAINT
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EXTRACTED KEY WORDS
VASTAR PLAINTIFF MEMBERS AMOCO STOCK TRANSACTION ARC0 SHAREHOLDERS COMMON STOCK CONTROLS MERGER AGREEMENT ARCO FIDUCIARY DUTIES DIRECTORS PRICE AFFILIATES REASON BREACH PUBLIC STOCKHOLDERS LAW BUSINESS RELIEF DAMAGES COMMITTEE KNOWLES COMPLAINT PURSUANT OIL COMPANIES MINORITY SHAREHOLDERS |
.;,, `.>, \z
,/::A,
..' ,, ; I !
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
------------------m-----------------------x
HELENE GIARRAPUTO, ::
Plaintiff, ::
- against - ::
JIMMIE D. CALLISON, TERRY G. DALLAS,
CHARLES D. DAVIDSON, MARIE L. KNOWLES, :
ROBERT C. LEVINE, WILLIAM D. SCHULTE, :
STEVEN J. SHAPIRO, DONALD R. VOELTE, JR.:
MICHAEL E. WILEY, VASTAR RESOURCES, INC.:
ATLANTIC RICHFIELD COMPANY,and BP AMOCO,:
:
Defendants. :
---------------------------------------x
CLASS ACTION COMPLAINT
Plaintiff, by her attorneys, Rosenthal, Monhait, Gross
& Goddess, P.A., for her complaint against defendants, alleges
upon information and belief, except for paragraph 2 hereof, which
is alleged upon knowledge, as follows:
1. Plaintiff brings this action pursuant to Rule 23
of the Rules of the Court of Chancery on her behalf and as a
class action on behalf of all persons, other than defendants and
those in privity with them, who own the common stock of Vastar
Resources, Inc. ("Vastar" or the "Company").
2. Plaintiff has been the owner of the common stock
of the Company since prior to the transaction herein complained
of and continuously to date.
3. Defendant Vastar is a corporation duly organized
and existing under the laws of the State of Delaware. The
Company finds, develops and produces natural gas and liquid
hydrocarbons primarily in the Gulf of Mexico, the Gulf Coast,
Rocky Mountains and Mid-Continent areas. The Company maintains
its principal offices at 15375 Memorial Drive, Houston, Texas.
4. Defendant Atlantic Richfield Company ("ARCOn),
together with its affiliates, owns or controls approximately
81.9% of the Company's outstanding common stock. ARC0 is one of
the world's largest oil companies.
5. Defendant BP Amoco plc ("BP Amoco")is a British
corporation and has recently entered into a definitive merger
agreement with ARCO. Pursuant to this merger agreement, BP Amoco
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