J
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
________________-___--------------- .X
JOSEPH BAMDAS,
Plaintiff,
-against- Civil Action No. /??zg fit
GERALD LEVIN, JOHN C. DANFORTH,
GERALD GREENWALD, STEPHEN F.
BOLLENBACH, JOHN CARTER BACOT,
ROBERT EDWARD TURNER, MICHAEL
MILES, REUBEN MARK, CARLA
ANDERSON HILLS, FRANCIS T.
VINCENT, JR., RICHARD D.
PARSONS, BEVERLY SILLS
GREENOUGH, MERVYN L. ADELSON,
TIME WARNER INC. AND AMERICA
ONLINE, INC.,
Defendants.
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CLASS ACTION COMPLAINT
Plaintiff, by his attorneys, alleges upon information and
belief, except as to paragraph 1 which plaintiff alleges upon
knowledge, as follows:
1. Plaintiff Joseph Bamdas is a stockholder of
defendant Time Warner Inc. ("Time Warner" or the "Company").
2. Defendant Time Warner is a corporation duly
organized and existing under the laws of the State of Delaware,
with its principal executive offices located at 75 Rockefeller
Plaza, New York, NY 10019. Time Warner is a media and
entertainment company with operations in entertainment, cable
networks, publishing and cable. The Company has interests in cable
television programming, magazine publishing, book publishing,
direct marketing, filmed entertainment, television production,
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
GERALD LEVIN, JOHN C. DANFORTH,
AND AMERICA ONLINE, INC.,
Plaintiff, by his attorneys, alleges upon information and
except as to paragraph 1 which plaintiff alleges upon
defendant Time Warner Inc..
organized and existing under the laws of the State of Delaware,
with its principal executive offices located at 75 Rockefeller
networks, publishing and cable.
cable television systems.
Defendant Gerald Levin is the Chairman and Chief
Defendant Mervyn L. Adelson is a Director of Time
stockholders of Time Warner, and owe to plaintiff and the other
class members the highest obligations of good faith, loyalty, fair
common to the Class, including: whether any of the defendants have
fairly and adequately protect the interests of the Class.
inconsistent or varying adjudications with respect to individual
Class and, therefore, preliminary and final injunctive relief on
AOL will acquire Time Warner by exchanging 1.5 shares of AOL stock
If the Merger is consummated,
will have passed from its public shareholders to AOL.
the directors of Time Warner have failed to
negotiate for an adequate premium for the sale of control of Time
continue to breach their fiduciary duties owed to plaintiff and the
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