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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE CCUNTY
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MURRAY ZUCKER and TAUBA GOLDEIERG :
Plaintiff,
V.
TEXACO, INC., ALEXANDER CHARl..E!S BAILLIE,
PETER I. BIJUR, MARY K. BUSH, ECJMIJND M.
CARPENTER, MICHAEL C. HAWLEY, FRANKLYN
G. JENIFER, SAMUEL A. NUNN, CHARLES H.
PRICE, CHARLES R. SHOEMATE, ROBIN 8. SMITH
WILLIAM C. STEERE, JR., and TH0MA.S A.
VANDERSLICE
Defendants.
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(XHlrlPLAINT
Plaintiffs, by their attorneys, allege upon information and belief,
with respect to their ownership of Texaco, Inc. ("Texaco" or the "Company") common
stock as follows:
PARTIES
1. Plaintiffs own shares of common stock of Texaco.
2. Texaco is a Delaware corporation with executive offices at
Westchester Ave., White Plains, NY. Texaco, among other things, explores for,
produces, transports, refines and markets crude oil.
3. Defendant Peter I. IBijur is Chief Executive Officer and
the Board of Directors of Texaco.
(ii) Whether the Director Defendants have wrongfully
SNIPPETS:
TEXACO, INC., ALEXANDER CHARl..E!S BAILLIE,
Plaintiffs own shares of common stock of Texaco.
Texaco is a Delaware corporation with executive offices at 2000
produces, transports, refines and markets crude oil.
Whether plaintiffs and the other members of the Class
will be irreparably damaged by the Merger complained of herein.
Plaintiffs are committed to prosecuting this action and has retained
competent counsel experienced in litigation of this nature.
Defendants are acting or refusing to act on grounds generally
The prosecution of separate action:5 by individual members of the
Class could create a risk of inconsistent or varying adjudications with respect to
For the reasons stated herein, a class action is superior to other
share of Texaco common stock would be exchanged for 0.77 shares of Chevron
2000 trading price of Chevron.
Following the Merger, Chevron shareholders would
15 board seat of the combined company and David O'Reilly, Chevron's current CEO,
protect the best interests of the Texaco public shareholders in the Merger.
Defendants are not acting in accordance with their .fiduciary duties to protect the
will continue to be, wrongful, unfair and harmful to Texaco's public shareholders.
Plaintiffs have no adequate remedy at law.
the Class for all losses and damages suffered and to be suffered
Granting such other and further relief as may be just and proper.
New York, New York 10176
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