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1
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CLASS ACTION COMPLAINT
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EXTRACTED KEY WORDS
MERGER WARNER-LAMBERT DIRECTORS PLAINTIFF FEE AHPC FIDUCIARV COURT DELAWARE BREACH BREAKUP FEE APPROVE SHARES DEFENDANTS BOGOT AGREEMENT MEMBERS FIDUCIARY DUTIES NEGOTIATING PENALTY COMMON STOCK COMPETING COUNSEL SUPERIOR VOTE VOTING RIGHTS TRANSACTION REASON |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
RALPH BOGOT, individually and
on behalf of all other similarly
situated shareholders of
Warner-Lambert Company,
Plaintiff,
>
V. > Civil Action No.
>
WARNER-LAMBERT COMPANY, a >
Delaware corporation, and its individual )
directors, LODEWIJK J. R. DeVINK, >
ERNEST J. LARINI, JOSEPH E. LYNCH, )
ROBERT BURT, DONALD CLARK, >
JOHN A. GEORGE& WILLIAM H. GRAY, )
III, WILLIAM R. HOWELL, LaSALLE D. )
LEFFALL, JR., GEORGE A. LORCH, >
ALEX J. MANDL, MICHAEL I. SOVERN, )
>
Defendants. >
CLASS ACTION COMPLAINT
Ralph Bogot ("Begot" or "Plaintiff'), Plaintiff, individually and on behalf of all
other shareholders of Warner-Lambert Company ("Warner-Lambert" or the
"Company"), complains, based on information and belief, as follows:
-Nature of the Action
1. This is a shareholder class action brought against Warner-Lambert and
its directors to complain of the directors' breach of their fiduciary duties owed to the
Company's shareholders by negotiating an unconscionably high termination or
"breakup" fee in its proposed merger agreement with American Home Products
Corporation (`AHPC") (the "Agreement"), in order to coerce the shareholders to vote to
9999,9999\102219vl
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