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IN AND FOR NEW
ROBERT WEINER,
WARNER-LAMBERT COMPANY, LODEWIJK J. R.
DE VINK, ROBERT N. BURT, DONALD C. CLARK, :
JOHN A. GEORGES, WILLIAM H. GRAY, III,
WILLIAM R. HOWELL, DR. LASALLE D. LEFFALL,
JR., GEORGE A. LORCH, ALEX J. MANDL, and
MICHAEL I. SOVERN,
Defendants.
Plaintiff, by his attorneys,
respect to his ownership of Warner-Lambert Company ("Warner-Lambert"
"Company") common stock as follows:
1. Plaintiff is the
2. Warner-Lambert is a
at 201 Tabor Road, Morris Plains, New Jersey. Warner-Lambert, among
manufactures and sells pharmaceuticals.
3. Defendant Lodewijk J.
Officer and Chairman of the Board of Directors of Warner-Lambert.
SNIPPETS:
Defendants Robert N. Burt,
The foregoing individual directors of Warner-Lambert (collectively
Plaintiff brings this action on his own behalf and as a class action
on behalf of all shareholders of defendant Warner-Lambert (except defendants herein
brought is so numerous that joinder of all class members is impracticable.
there were over 854 million shares of Warner-Lambert common stock
There are questions of law and fact which are common to
competent counsel experienced in litigation of this nature.
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
Stafford, currently Chairman of American Home, as Chairman of AmericanWarner after
other reciprocal termination fees of up to $2 billion.
representing a substantial premium for
The offer is 2.5 shares of Pfizer for each Warnertermination fee.
The Director Defendants' fiduciary duties to Warner-Lambert
shareholders require the Director Defendants to act affirmatively to protect the interests
The Director Defendants are not acting in accordance with their fiduciary duties to
to breach their fiduciary duties owed to plaintiff and the Class,
Plaintiff has no adequate remedy at law.
the wrongful conduct complained of herein, together with prejudgment and postjudgment
(e> Granting such other and further relief as may be just and proper.
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