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t IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
______--_--------_-_-------------------------------------------------- X
STEVEN I. BATOFF, CUSTODIAN FOR JUSTIN :
A. BATOFF,
Plaintiff,
V .
WARNER-LAMBERT COMPANY, LODEWIJK J. R. :
DE VINK, ROBERT N. BURT, DONALD C. CLARK, :
JOHN A. GEORGES, WILLIAM H. GRAY, Ill, :
WILLIAM R. HOWELL, DR. LASALLE D. LEFFALL, :
JR., GEORGE A. LORCH, ALEX J. MANDL, and :
MICHAEL I. SOVERN,
Defendants.
-----------------------------------------------~---------------------- X
COMPLAINT
Plaintiff, by his attorneys, alleges upon information and belief, except
respect to his ownership of Warner-Lambert Company ("Warner-Lambert" or the
"Company") common stock as follows:
PARTIES
1. Plaintiff is the owner of common stock of Warner-Lambert.
2. Warner-Lambert is a Delaware corporation with executive offices
at 201 Tabor Road, Morris Plains, New Jersey. Warner-Lambert, among other things,
manufactures and sells pharmaceuticals.
3. Defendant Lodewijk J. R. de Vink is President, Chief Executive
Officer and Chairman of the Board of Directors of Warner-Lambert.
SNIPPETS:
WILLIAM R. HOWELL, DR. LASALLE D. LEFFALL,:
respect to his ownership of Warner-Lambert Company ("Warner-Lambert" or the
Plaintiff is the owner of common stock of Warner-Lambert.
Warner-Lambert is a Delaware corporation with executive offices
Defendant Lodewijk J. R. de Vink is President,
Officer and Chairman of the Board of Directors of Warner-Lambert.
on behalf of all shareholders of defendant Warner-Lambert (except defendants herein
brought is so numerous that joinder of all class members is impracticable.
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
For the reasons stated herein, a class action is superior to other
merger agreement with American Home Products Corporation
would be exchanged for 1.4919 shares of a new company to be formed by the Merger
to be called AmericanWarner Inc.
Further, pursuant to the agreement, Warner-Lambert's Chairman, de
other reciprocal termination fees of up to $2 billion.
The offer is 2.5 shares of Pfizer for each Warnertermination fee, a condition which is not
and again in breach of their duties, the Director Defendants rejected out of hand
The Director Defendants' fiduciary duties to Warner-Lambert
shareholders require the Director Defendants to act affirmatively to protect the interests
Plaintiff has no adequate remedy at law.
the Class for all losses and damages suffered and to be suffered by them as a result of
the wrongful conduct complained of herein, together with prejudgment and postjudgment
Granting such other and further relief as may be just and proper.
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