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`. ~ IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
BARBARA BARATTA, On BehaIf of )
Himself And All Others Similarly Situated, )
Plainriff, 1
v'. CIVIL ACTION NO.
1
WARNER-LAMBERT COMPANY, I
ROBERT N . BURT, DONALD C. )
CLARK, LODEWIJK J.R. de VINK, >
JOHN A. QEORGES, WILLIAM H. )
GRAY M . WILLIAM R. HOWELL, )
LaSALLE D. LEFFALL, JR., GEORGE )
A. LORCH, ALEX J. MANDL, and J
MICHAEL 1. SOVERN )
>
Defendants. )\
Pl&nriff, by her attorneys, for her Complaint alleges, upon
as to allegarions pertaining to the named plaintiff and her counsel, which are
personal knowledge, as follows;
1. Plaintiff Barbara Baratta owned, at all times relevanr
Warner-Lzimberr Company ("Warner-Lamberr" or the 3Zompany") common stock-
2, Defendam Warner-Lambert is a Delaware corporation
offices Located at 201 Tabor Road, Morris Plains, New .lerszy 07950.
global company devoted to discovering, developing, manufacturing and
phamaccu&al, consumer health care, and confectioaary producrs. As of July 31, 1999, Warner-
SNIPPETS:
as to allegarions pertaining to the named plaintiff and her counsel,
Warner-Lzimberr Company common stockoffices Located at 201 Tabor Road, Morris Plains, New
phamaccu&al, consumer health care, and confectioaary producrs.
As of July 31, 1999, Warner-Lamben had approximately 854 million shares of common slack
Chairman of the Board of Directors and Chief Executive Offker of the Company.
Defendant Vinik as well as the other individual defendants named in the caption
above (the Yndividual Defendants") have constituted the Board of Directors of Warner-Lambert
at all relevant times hereto.
By virtue of their positions as controliling shareholders and directors of Warnerlxnbert and
Individual Defendant owes Warner&m&en and its public stockholders rhe highest fiduciary
Chancery, for declaratory, injunctive and other relief on his own behalf and as a I&S a&on, on
who are being deprived of their equity inTerest in Wamer-Lamberr and the opportunity to
numerous that joinder of all class members is impracticable.
dealing to the detriment of the holders of Warner-Lambert common stock;
rrrained csmperenr counsel experienced in litigation of this nature.
Thr Company's products in&de mouthwash,
Covorarmn ("American Home") announced an agreemenr for rhe merger of the two companies,
offer to acquire all of the outstanding shares of Warner-Lambert in a merger transaction at a
In addition, Pfizer released a copy of a letter that it had sent on November 4, 1999
15, On November 4, 1999, tier Pfizer's announcemem, Defendant Vinik, when
Unless enjoined by this Court, defendants will breach and continue to breach
Declaring that the defendants and each of them have breached their
with, consummating or closing the proposed transaction, which will irreparably harm plaintiff
F. Awarding compensatory damages in an amount to be determined upon the
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