IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
________________________________________----------------- x
LEO PLATT, Plaintiff. I
-against-
PHOENIX INVESTMENT PARTNERS, LTD.,:
PHOENIX HOME LIFE MUTUAL
INSURANCE COMPANY, PHILIP R.
MCLOUGHLIN, MICHAEL E. HAYLON, :
CLYDE E. BARTTER, ROBERT W.
FIONDELLA, MARILYN E. LAMARCHE, :
JAMES M. OATES, FERDINAND L.J.
VERDONCK, JOHN T. ANDERSON, :
GLEN D. CHURCHILL, DONNA F.
TUTTLE, DAVID A WILLIAMS,
Defendants. I
-------------------------------------------------~------- x ,i`.i_.
INTRODUCTION
Plaintiff alleges on information and belief, except for those allegations which pertain to
plaintiff which are alleged upon personal knowledge, as follows:
`THE PARTIES
1. Plaintiff is and has been at all relevant times the owner of common
Phoenix Home Life Mutual Insurance Company ("Phoenix" or -the "Company").
2. Phoenix is a corporation organized and existing under the laws of the
of Delaware with its principal executive offices located at 56 Prospect Street, Hartford,
Through subsidiaries, Phoenix provides investment management services to individuals,
corporations and institutions. As of March 20,2000, there were outstanding 44,227,583 shares of
Phoenix common stock of which Phoenix Home Life Mutual Insurance Company ("Home Life")
owned 30.7 million shares or 63.30%.
3. Home Life is a mutual insurance company based in Hartford, Connecticut.
4. Defendant Philip R. McLaughlin ("McLaughlin") is and was at all
SNIPPETS:
Plaintiff alleges on information and belief, except for those allegations which pertain to
Plaintiff is and has been at all relevant times the owner of common stock of
Phoenix Home Life Mutual Insurance Company.
Through subsidiaries, Phoenix provides investment management services to individuals,
Phoenix common stock of which Phoenix Home Life Mutual Insurance Company
owned 30.7 million shares or 63.30%.
director and Executive Vice President of Phoenix and Senior Vice President Securities
and Chairman and Chief Executive Officer of Home Life.
David A. Williams are and have been at all relevant times directors of the Company.
The individual defendants named above,
owe the highest fiduciary duties of good faith, loyalty, fair dealing, due care, and candor
individually and on behalf of all other stockholders of the Company (except the defendants
The claims of plaintiff are typical of the claims of the other members of the Class in that
relief with respect to the Class as a whole.
press release that it had offered to acquire all of the outstanding shares of Phoenix's
owned by public shareholders at a price of $12.50 per share.
Because Home Life controls a majority of the Company's common stock,
proceed with the Offer without an auction or other type of market check to maximize value for
unless the transaction is to be approved by a majority of the minority shareholders Home
Life will be able to effectuate the transaction without an effective shareholder vote.
Because of its control over the Company and effective control over the
continue to breach their fiduciary duties owed to plaintiff and the Class and will consummate
By reason of the foregoing acts, practices, and course of conduct by
damages suffered and to be suffered by them as the result of the acts and transactions
|
