IN THE COURT OF CHANCERY OF THE STATE OF DELAWARk I
IN AND FOR NEW CASTLE COUNTY
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KEVIN LEWIS.
V.
DONALDSON, LUFKIN & JENRETTE, INC.; :
JOHN STEELE CHALSTY; HENRI DE
CASTRIES; MICHAEL HEGARTY; STANLEY i
B. TULIN, EDWARD D. MIL,LER; JOHN C. :
WEST; JANE MACK GOULD; LOUIS HARRIS; :
W.J. SANDERS, III; FRANCIS JUNGERS;
HAMILTON E. JAMES; STUART M. ROBBINS; 1
DAVID F. DELUCIA; ANTHONY F. DADDINO; :
JOE L. ROBY; W. EDWIN JARMAIN; HENRI :
G. HOTTINGUER, and DENIS DUVERNE;
Defendants.
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CLASS ACTION COMPLAINT
Plaintiff, by his attorneys, alleges upon information and belief, except as to paragraph 1
which is alleged upon personal knowledge, as foll.ows:
THE PARTIES
1. Plaintiff Kevin Lewis ("plaintiff") is the owner of common stock of Donaldson,
L&kin & Jenrette, Inc. ("DLJ" or the "Company") and has been the owner of such shares
continuously since prior to the wrongs complained of herein.
2. Defendant DLJ is a corporation duly existing and organized under the laws of
State of Delaware, with its principal executive oftices located at 277 Park Avenue, New York, New
York. The Company is an integrated investment andmerchant bank serving institutional, corporate,
governmental, and individual clients both domestically and internationally. A majority of DLJ's
SNIPPETS:
Plaintiff, by his attorneys, alleges upon information and belief, except as to paragraph 1
Inc. ("DLJ" or the "Company") and has been the owner of such shares
common stock, 71%, is owned by AXA Financial, Inc..
Defendant Henri De Castries is and at all times relevant hereto has
De Castries is also a senior vice president and Chairman of AXA Financial.
Defendant Michael Hegarty is and at all times relevant `hereto has been
Hegarty is also Chief Operating Officer and Vice Chairman of AXA Financial
Defendant Hznri G. Hottinguer is and at all times relevant hereto has
Defendants David DeLucia, Hamilton E. James, Stuart M. Robbins, Jane Mack
relevant hereto have been directors of DLJ.
23 of the Rules of the Court of Chancery, on behalf all shareholders of DLJ common stock, or
The Class is so numerous that joinder of all members is impracticable.
According,ly, plaintiff is an adequate representative ofthe Class and will fairly and
Under the terms of the merger agreement,
Financial will receive $90 per share in cash.
consisting of `70% CSG common stock and 30% cash.
a tender offer for the minority shares of DLJ shortly after the merger
Defendants' d.ecision to permit extension of the Tender Offer through November 2,
agreed to extend the Tender Offer solely due to AXA Financial's request.
the extension directly injures plaintiff and DLJ's minority shareholders.
AXAFinancial, as majority shareholder,
WHEREFORE, plaintiff demands judgment and preliminary and permanent relief,
Declaring that this action is properly maintainable as a class action and certifying
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