1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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MICHAEL FEDER,
Plaintiff,
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.
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COMPLAINT
Plaintiff, by his attorneys, alleges upon information and belief, except with
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.
4. Defendants Robert N. Burt, Donald 6. Clark, John A. Georges,
William H. Gray, III, William R. Howell, Dr. LaSalle D. Leffall, Jr., George A. Larch, Alex
SNIPPETS:
____-_____-___--_------------------------"---------------------------- X MICHAEL FEDER,
respect to his ownership of Warner-Lambert Company ("Warner-Lambert" or the
Officer and Chairman of the Board of Directors of Warner-Lambert.
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
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
will become Chief Executive Officer of AmericanWarner and will succeed John
other reciprocal termination fees of up to $2 billion.
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
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