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EXHIBIT 99.44
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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:
MAX BOIMAL, : C.A. No. 18299NC
Plaintiff, :
:
-against- :
: CLASS ACTION COMPLAINT
AXA FINANCIAL, INC, EDWARD D. :
MILLER, CLAUDE BEBEAR, :
FRANCOISE COLLOC'H, HENRI DE :
CASTRIES, JEAN STEELE CHALSTY, :
JEAN-RENE FOURTOU, DIDIER :
PINEAU-VALENCIENNE, ANTHONY J. :
HAMILTON, MICHAEL HEGARTY, :
CLAUS-MICHAEL DILL, JOSEPH L. :
DIONNE, JOHN T. HARTLEY, GEORGE :
J. SELLA, JR., PETER J. TOBIN, :
DAVID H. WILLIAMS, DONALD J. :
GREENE, WILLIAM EDWIN JARMAIN, :
JOHN H.F. HASKELL, JR. and AXA :
GROUP, :
:
Defendants. :
:
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Plaintiff alleges upon information and belief, except as to paragraph 1
which plaintiff alleges upon knowledge, as follows:
1. Plaintiff is a shareholder of AXA Financial, Inc. ("AXA Financial"
or the "Company").
2. AXA Financial is a corporation duly organized and existing under the
laws of the State of Delaware, with its principal offices located at 1290 Avenue
of the Americas, New York, New York 10104. AXA Financial is a provider of
diversified financial services, including insurance and annuity products,
investment banking and assets management services.
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3. Defendant AXA Group ("AXA Group") owns approximately 60.0% of the
outstanding shares of common stock of AXA Financial.
4. Defendant Edward D. Miller is a Director of AXA Financial and its
President and Chief Executive Officer. Mr. Miller is also a Senior Executive
Vice President of AXA Group.
5. Defendant Claude Bebear is a Director of AXA Financial and the
Chairman of the Executive Board of AXA Group.
6. Defendant Francoise Colloc'h is a Director of AXA Financial and a
Senior Executive Vice President for Human Resources of AXA Group.
7. Defendant Henri De Castries is a Director of AXA Financial and the
Vice Chairman of the Executive Board of AXA Group.
8. Defendant Jean Steele Chalsty is a Director of AXA Financial and a
Senior Executive Vice President of AXA Group.
9. Defendant Jean-Rene Fourtou is a Director of AXA Financial and a
Director of AXA Group.
10. Defendant Didier Pineau-Valencienne is a Director of AXA Financial
and a Director of AXA Group.
11. Defendant Anthony J. Hamilton is a Director of AXA Financial and a
Director of AXA Group.
12. Defendant Michael Hegarty is a Director of AXA Financial and its
Chief Operating Officer. Mr. Hegarty is also a Senior Executive Vice President
of AXA Group.
13. Defendant Claus-Michael Dill is a Director of AXA Financial.
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14. Defendant Joseph L. Dionne is a Director of AXA Financial.
15. Defendant John T. Hartley is a Director of AXA Financial.
16. Defendant George J. Sella, Jr. is a Director of AXA Financial
17. Defendant Peter J. Tobin is a Director of AXA Financial.
18. Defendant David H. Williams is a Director of AXA Financial.
19. Defendant Donald J. Greene is a Director of AXA Financial.
20. Defendant William Edwin Jarmain is a Director of AXA Financial.
21. Defendant John J7LF. Haskell, Jr. is a Director of AXA Financial.
22. The individual defendants, as officers and/or directors of AXA
Financial, and AXA Group, as controlling shareholder, have a fiduciary
relationship and responsibility to plaintiff and the other public shareholders
of AXA Financial and owe to them the highest obligations of good faith, loyalty,
fair dealing, due care and candor.
CLASS ACTION ALLEGATIONS
23. Plaintiff brings this action on his own behalf and as a class
action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of
all common shareholders of AXA Financial, or
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their successors in interest, who are being and will be harmed by defendants'
actions described below (the "Class"). Excluded from the Class are defendants
herein and any person, firm, trust, corporation, or other entity related to or
affiliated with any of defendants.
24. This action is properly maintainable as a class action because:
a. The Class is so numerous that joinder of all members is
impracticable. There are hundreds of AXA Financial shareholders of record and
many more beneficial owners who are located throughout the United States;
b. There are questions of law and fact which are common to the
Class, including: whether AXA Group has acted in a manner calculated to benefit
itself at the expense of AXA Financial public shareholders; and whether
plaintiff and the other members of the Class would be irreparably damaged if AXA
Group is not enjoined from committing the wrongs complained of herein;
c. Defendants have acted or refused to act on grounds generally
applicable to the Class, thereby making appropriate final injunctive relief with
respect to the Class os a whole; and
d. Plaintiff is committed to prosecuting this action and has
retained competent counsel experienced in litigation of this nature. The claims
of plaintiff are typical of the claims of the other members of the Class and
plaintiff has the same interests as the other members of the Class. Accordingly,
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plaintiff is an adequate representative of the Class and will fairly and
adequately protect the interests of the Class.
CLAIM FOR RELIEF
25. AXA Group owns approximately 60.0% of the AXA Financial common
stock.
26. On August 30, 2000, AXA Financial announced that AXA Group had
proposed to acquire all of the AXA Financial common stock it did not already own
for $53.50 per share, payable in a combination of 60% AXA Group stock and 40%
cash.
27. As part of its majority ownership of AXA Financial, AXA Group has
voting control of the Company and controls it proxy machinery. It has selected
and elected all of AXA Financial's directors who are beholden to AXA Group for
their offices and the valuable perquisites which they enjoy therefrom.
28. Defendants have clear and material conflicts of interest and are
acting to better the interests of AXA Group at the expense of AXA Financial's
public shareholders.
29. AXA Group, with the acquiescence of the directors of AXA Financial,
is engaging in self-dealing and not acting in good faith toward plaintiff and
the other members of the Class. By reason of the foregoing, AXA Group and the
individual defendants have breached and are breaching their fiduciary duties to
the irreparable harm of the members of the Class.
30. Plaintiff has no adequate remedy at law.
WHEREFORE, plaintiff prays for judgment and relief as follows:
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A. Ordering that this action may be maintained as a class action and
certifying plaintiff as the Class representative;
B. Preliminarily and permanently enjoining Defendants and all persons
acting in concert with them, from proceeding with, consummating or closing the
contemplated transaction;
C. In the event the contemplated transaction is consummated, rescinding
it and setting it aside or awarding rescissory damages to the Class;
D. Directing defendants to account to Class members for their damages
sustained as a result of the wrongs complained of herein;
E. Awarding plaintiff the costs of this action, including a reasonable
allowance for plaintiff's attorneys' and experts' fees; and
F. Granting such other and further relief as to the Court may seem just
and proper.
ROSENTHAL, MONHAIT, GROSS
& GODDESS, P.A.
By: /s/ Carmella P. Keenes
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919 North Market Street
Suite 1401, Mellon Bank Center
Wilmington, Delaware 19899
(302) 656-4433
Attorneys for Plaintiff
OF COUNSEL:
BULL & LIFSHITZ, LLP
246 W. 38th Street
New York, NY 10018
(212) 869-9449
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