ORIGINAL
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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IRVIN WOODS and PAUL IDiSARIO,
Plaintiffs,
V. : Civil Action No.
JOE L. ROBY, JOHN S. CHALSTY, ANTHONY F. :
DADDINO, DAVID DELUCIA, HAMILTON E.
JAMES, STUART M. ROBE\INS, HENRI
DE CASTRIES, DE-NIS DUVERNE, JANE
MACK GOULD, LOUIS HARRIS, MICHAEL
HEGAR.TY, HENRI HOTTINGUER,
W. EDWIN JARMAIN, FRANCIS JUNGERS,
EDWARD D. MILLER, W. J. SAUNDERS, III, ;
STANLEY B. TULIN, JOHN C. WEST,
AXA FINANCIAL INC., DIAMOND
ACQUISITION CORP., AND
DONAL,DSON, LUFKIN & JENRETTE, INC.,
Defendants.
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m:NDED CLASS ACTION COMPLAINT
Plaintiffs, by their atltorneys, allege upon information and belief, except for paragraph
5, which is alleged upon knowledge:
OVERVIEW
I . This class action is brought on behalf of holders of the 18.4 million shares of
DLJ Direct tracking stock (the "Tracking Stock") who have been injured by reason a self-
dealing transaction orchestrated and approved by the members of the Donaldson, L&kin &
Jenrette, Inc. ("DLJ") Board of Directors, who have personal financial interests which are in
conflict with those of the Tracking Stock holders, to whom they also owe fiduciary duties.
2. Although DLJ Tracking Stock is designed to reflect the per:formance of DLJ's
SNIPPETS:
WEST, AXA FINANCIAL INC., DIAMOND ACQUISITION CORP., AND DONAL,DSON, LUFKIN & JENRETTE, INC.,
DLJ Direct tracking stock who have been injured by reason a selfdealing transaction
conflict with those of the Tracking Stock holders, to whom they also owe fiduciary duties.
Although DLJ Tracking Stock is designed to reflect the per:formance of DLJ's
online brokerage unit, DLJ Direct, the Tracking Stock shareholders are nonetheless still
which the Tracking Stock shares were issued in May 1999:
Although we intend DLJdirect common stock to reflect the
On August 30, 2000, DLJ announced that its Board of Directors and its
Merger Transaction whereby DLJ would be acquired by Credit Suisse
Group and merged with its investment banking subsidiary,
Incorporation specifically contemplate DLJ continuing to exist as a public company so long as
The transaction will substantially enrich the members of the 18 member DLJ
Plaintiffs seek to enjoin the Merger until such a vote can be held.
Defendant DL.J is a Delaware corporation with its offices located at 277 Park
outstanding, not counting the Tracking Stock shares, which trade on the New York Stock
Defendant AXF is a Delaware corporation.
Company as a Vice President in the Investment Banking Group in 1972 and became head of
Company, He was Chief Executive Officer of the Company from 1986 until February 1998,
Defendant David DeLucia is a Director of the Company and is the head of the
previously the Chairman of the Board of AXF; Senior Executive Vice President Financial
Defendant Jane Mack Gould is a Director of the Company and has been a
Defendant Louis Harris is a Director of the Company.
Defendant Henri G. Hottinguer is a Director of the Company and is Chairman
Defendant W. Edwin Jarmain is a Director of the Company and is a director of
Francis Jungers is a Director of the Company since 1995.
highlighted the Tracking stock's liquidation rights in a list of "Basic Investment
Each of the individual defendants owe the Class members an undivided duty of
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