IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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MICHAEL CAESAR and FRANCINE CAESAR, L, _>
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Plaintiffs, - '
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V. : C./j. No'$'
PAINEWEBBER GROUP INC., E. GARRETT BEWKES, JR. 1
RET0 BRAUN, REGINA A. DOLAN, FRANK P. DOYLE,
JOSEPH J. GRANO, JR., JAMES W. KINNEAR, NAOSHI :
KIYONO, ROBERT M. LOEFFLER, DONALD B. MARRON, :
EDWARD RANDALL Ill, HENRY ROSOVSKY, KEN-ICHI :
SEKIGUCHI, and JOHN RAYMOND TORELL III,
Defendants.
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COMPLAINT
Plaintiffs by their attorneys, allege upon information and belief, except with
respect to their ownership of PaineWebber Group Inc. ("PaineWebber" or the
"Company") common stock as follows:
PARTIES
1. Plaintiffs are the owners of common stock of PaineWebber.
2. PaineWebber is a Delaware corporation with principal executive
offices at 1285 Avenue of the Americas, New York, New York 10019. PaineWebber
Group is a holding company with subsidiaries which provide financial services and
products, including the purchase and sale of securities, option contracts, commodity
and financial futures contracts.
3. Defendant Donald B. Marron is Chairman of the Board and Chief
Executive Officer the Company.
SNIPPETS:
PAINEWEBBER GROUP INC., E. GARRETT BEWKES, JR.
KIYONO, ROBERT M. LOEFFLER, DONALD B. MARRON,:
Plaintiffs by their attorneys, allege upon information and belief, except with
Plaintiffs are the owners of common stock of PaineWebber.
offices at 1285 Avenue of the Americas, New York, New York 10019.
products, including the purchase and sale of securities, option contracts, commodity
and financial futures contracts.
Torell III are Directors of the Company.
"Director Defendants"), owe fiduciary duties to PaineWebber and its shareholders.
There are questions of law and fact which are common to members of the Class and which
Defendants are acting or refusing to act on grounds generally
The prosecution of separate actions by individual members of the
Class could create a risk of inconsistent or varying adjudications with respect to
management of this litigation.
For the reasons stated herein, a class action is superior to other
with UBS AG, a Swiss bank, pursuant to which UBS agreed to purchase
following the transaction.
This $500 million pool of money to be managed by defendant
such a pool of money from which he could manage and earn fees.
made to financier Pete Peterson, a personal friend and advisor to Marron, who was
to breach their fiduciary duties owed to plaintiffs and the Class,
Plaintiffs have no adequate remedy at law.
Granting such other and further relief as may be just and proper.
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