COHN LIFLAND PEARLMAN

HERRMANN & KNOPF LLP

PETER S . PEARLMAN
Federal Bar #PP8416
Park 80 Plaza West-One
Saddle Brook , NJ 07663
Telephone : 201/845-960 0

Liaison Counsel

LERACH COUGHLIN STOIA GELLER

RUDMAN & ROBBINS LLP
WILLIAM S . LERACH
ARTHUR C . LEAHY
AMBER L. EC K
RAY A . MANDLEKAR
401 B Street , Suite 1600
San Diego , CA 92101
Telephone : 619/231-105 8

Lead Counsel for Plaintiffs

[Additional counsel appear on signature page .]

UNITED STATES DISTRICT COURT

DISTRICT OF NEW JERSEY

"DOCUMENT ELECTRONICALLY FILED "

In re AMERADA HESS CORPORATION Master File No . 2 :02cv03359

SECURITIES LITIGATION
CLASS ACTION

This Document Relates To: CORRECTED FIRST AMENDED

CONSOLIDATED COMPLAINT
ALL ACTIONS . FOR VIOLATION OF THE
FEDERAL SECURITIES LAW S

DEMAND FOR JURY TRIAL

 INTRODUCTION AND OVERVIE W

1 . This is a securities class action on behalf of all purchasers of the commo n

stock of Amerada Hess Corporation ("Hess" or the "Company"), between 2/09/01 an d

7/11/01 (the "Class Period"), against the Company and certain of its officers an d

directors (the "Individual Defendants") for violations of the Securities Exchange Ac t

of 1934 (the "1934 Act") . Hess is engaged in the exploration for and the productio n

and sale of crude oil. It also markets refined petroleum products through retai l

gasoline outlets .

2. Beginning in early 2001 (prior to 2/09/01), Hess began secret discussion s

to acquire Triton Energy Limited ("Triton"), in order to obtain needed additional oil

reserves and to significantly boost Hess' crude oil production . However, it

immediately became clear to Hess' top insiders that due to the demands of Triton' s

Chief Executive Officer ("CEO") and Triton's controlling shareholder that if Hes s

was to acquire Triton, Hess would have to pay an extremely high price of over $ 3

billion for Triton - a price in excess of what standard valuation approaches woul d

justify for Triton, a price that would represent a very substantial premium ove r

Triton's stock trading price and a price that would require Hess to borrow billions o f

dollars to finance the purchase of Triton .

3 . Defendants knew that when they announced the Triton acquisition, Hess '

stock price would drop because they were well aware of the phenomenon that when a

company announces an acquisition, the stock price of the acquiring company almost

1
always declines - normally sharply - due to investors' concerns about cost ,

overpayment, financing, integration/execution risks and earnings dilution . This

phenomenon is extremely well known, has been written about extensively, and has

been documented in numerous studies and articles, as set forth in more detail in ¶¶43-

46. As plaintiff' s expert economist Professor Atulya Sarin confirms in his declaratio n

filed concurrently herewith, it is an empirically well-documented fact that an

acquiring company's stock price typically drops upon the announcement of a n

acquisition . This fact is well known, well documented, and supported by a n

abundance of studies and articles. See Declaration of Atulya Sarin, Ph.D. ("Sarin

Decl ."), ¶¶4, 6-13, 23 .

4 . Not only were defendants aware generally of the fact that when an

acquiring company agrees to pay a significant premium for an acquisition, the stock o f

the acquiring company typically declines, but they knew specifically from their ow n

prior experience that when Hess disclosed the LASMO PLC ("LASMO") acquisition

in 11/00, its stock dropped nearly 4% . Because the Triton acquisition was similar in

size to the LASMO acquisition - but at even a higher premium - defendants knew tha t

a drop in Hess' stock price was nearly certain .

5 . Thus, without disclosing these discussions and negotiations or Hess '

decision to offer to pay over $3 billion to acquire Triton, the top insiders at Hess wh o

were involved in, or aware of, the details concerning the proposed acquisition o f

Triton, sold off huge amounts of their Hess stock to avoid the losses they knew they

2
would suffer from the sharp decline in Hess' stock price they knew would occur when

the Triton acquisition was disclosed, and thus profited from the artificial inflation o f

the price of Hess stock that persisted while they failed to disclose material informatio n

about the proposed Triton acquisition .

6 . At the time they sold their Hess shares, these Hess insiders did no t

disclose that Hess was secretly negotiating a purchase of Triton on terms that the y

knew would have a material adverse impact on the price of Hess common stock, when

it was disclosed . By not disclosing that defendants were actively negotiating for th e

acquisition of Triton, the Individual Defendants violated their duty to "abstain" o r

"disclose" under the 1934 Act and pursued a scheme to defraud and course of busines s

that operated as a fraud or deceit on purchasers of Hess stock by selling off over 1 . 3

million of their Hess shares at as high as $90 per share for illegal insider tradin g

proceeds of over $115 million! The chart below shows these sales, which were very

unusual in timing as they occurred when Hess stock was trading near its all-time hig h

and just before Hess revealed its acquisition of Triton at an extremely high pric e

which resulted in a sharp decline in the price of Hess stock :

3
 Amerada Hess Corporation
February 24, 1999 -September26, 200 1
Daily Share Prices
100
7r5 .10A1
Merger rumored and p MIdy
2J9 1-7111101 snnouncetl ; $45 per share -
AmeradoHesalnaitlersm9 $ 3 .2 bPiOfl '
1 ;334,255 shores
90 for $115,298,902

210
Ameratle Hesssecrelly
proposes Triton mcItAe ion,
Trltw eVresse5 Irderest
80 Arri-de Hesselbrs $44 \
per More -- $ 3 bllllon lotel . _
::Is;

IL 70
m
Tr noses.
0
O Amerada H Hess ro w els I t
Hess
haston to shun blillon40 Zo
60 Mence the acqulaltlon .

60 9r9A0-7i8R1 1
Amerede H456insitles Releva t Perio d
sell 45.000 shares 29101 -7/11/0 1
for $3,318,345
N

40
02/2411999 07/07/1999 11/15/1999 031282000 08/08/2000 12/18/2000 06102/2001 09/18/200 1
04/30/1999 09/10/1999 01121/2000 06/022000 10/12/2000 02/26/2001 07/09/200 1

7. During the Class Period, when directly questioned about some of th e

stock sales, John Hess, Chairman and CEO of Hess, lied to conceal the true reason s

for these stock sales and permit the fraudulent scheme and course of business t o

continue, falsely stating the sales were made to "meet diversification requirements "

and to meet "charitable funding obligations ." In fact, the sales were made to take

advantage of the artificially inflated price of Hess stock, and avoid the loss defendant s

would suffer when the stock fell sharply, which defendants anticipated the stoc k

would do when the Triton acquisition was disclosed.

8 . On 7/10/01, after the Individual Defendants had completed their illegal

insider trading binge, Hess disclosed it was acqui ring Triton for $3 .2 billion - $45 per

share - a very large - over 50% -premium over Triton 's 7/9/01 closing price of $29-

29/32. Hess stock fell from a high of $81 .68 on 7/9/01 to as low as $77 on 7/10/01 ; to

4
as low as $74 per share on 7/12/01 ; and to a low of $70 .59 per share on 7/18/01 - a

cumulative decline of well over 13% in just seven trading sessions . By 9/26/01- just

weeks after Hess completed the Triton deal and disclosed it had had to borrow $2 . 5

billion to finance the transaction - Hess stock fell to $59 .10 compared to its Clas s

Period high of $90 .40 in 5/01, a 34% decline.

9. In 1999-2000 Hess' long-term business strategy was to increase the size

of the Company, to increase its oil exploration and production capacity, t o

significantly expand its exploration and production activities beyond the United State s

and the North Sea, and to increase its oil reserves and production capacity . The Triton

acquisition was central to Hess' long-term growth strategy in that, if the acquisitio n

was successful, it would :

• Continue the transformation of Hess to an exploration and production

company.

• Achieve Hess' strategic objective to increase its international reserves

outside the United States and the North Sea .

• Enhance Hess' production growth from about 425,000 barrels of oil per
day to about 535,000 barrels per day in 2002 and more than 600,000
barrels per day in 2003 .

Thus, it was imperative that Hess acquire Triton as part of its long-term busines s

strategy. Hess had earlier attempted to implement its long-term business strategy wit h

its attempted acquisition of LASMO in 11/00 , but was thwarted when another

company came forward to outbid Hess for LASMO . Hess' failure to acquire LASM O

greatly increased the pressure on Hess to acquire Triton, even if making that

5
acquisition meant paying a very high price and suffering a short term negative impact

on its business, i.e., an increase in debt and earnings dilution, as well as on its stoc k

price .

10 . Despite the potential long-term benefits of the Triton acquisition (or

perhaps because of them), the defendants knew the cost to Hess to acquire Triton wa s

going to be extraordinarily high . For instance, at $3 billion, Hess was going to pay

over $9.70 per barrel for Triton's proved reserves and $5 .66 per barrel for Triton' s

probable reserves, or 50%-100% more than the $6.20 per barrel forproved reserves

and $2.85 per barrel for probable reserves paid for Gulf Canada Resources Ltd. by

Conoco Inc. in a recent comparable transaction. In addition, a $3 billion pric e

would represent a very large premium over Triton's current stock price . Defendants

knew this was going to be an extremely expensive acquisition .

11 . Not only was the acquisition price demanded by Triton's CEO and it s

controlling shareholder extremely expensive, defendants knew the propose d

acquisition of Triton also subjected Hess to significant near -term business risks,

negatives and uncertainties, including :

• The deal would be dilutive to Hess' return on capital for at least the
following two years due to the cost .

• The deal exposed Hess to significant additional political risks involved in

international oil production and exploration .

• Hess would have to borrow over $2 billion to finance the acquisition .

6
 • To finance the debt, Hess would have to enter into hedging transactions,
subjecting it to the likelihood that it would be required to sell its oil
below market prices . Indeed, because Hess entered into contracts to sell
75% of its oil production over several future years at approximately
$28/barrel, it has had to sell its oil for $28/barrel when the rest of the
market is currently selling oil at approximately $38/barrel, according to
one of Hess' former general managers .

12. Thus, as defendants negotiated Hess' purchase of Triton, they knew tha t

the disclosure of the Triton acquisition would have an adverse impact on the price o f

Hess stock. In fact, a decline in the price of Hess stock is exactly what defendants ha d

seen occur previously when defendants disclosed Hess' proposed acquisition of

LASMO on 11/6/00, and Hess stock immediately dropped by 4% (from $62.81 to

$60.38) the day the proposed LASMO acquisition was disclosed . This recent

experience just three months before the start of the Class Period gave the Individua l

Defendants actual knowledge of the inevitable negative impact Hess' disclosure of th e

even larger, more expensive and more risk-laden Triton acquisition would have on

Hess stock .

13 . Knowing that the disclosure of the Triton acquisition would cause th e

price of Hess stock to fall, the Individual Defendants sold off over 1 .3 million share s

of their Hess stockfor over $115 million in illegal insider trading proceeds - during

a time Hess was trading at or near its all -time high price - without disclosing that

Hess was in the process of acqui ring Triton at a very substantial premium over

Triton's current trading price . These sales not only occurred at a suspicious time, they

constituted substantial amounts of the Hess stock these insiders owned .

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 14. Defendants' stock sales during the Class Period were highly suspicious in

timing and amount . Defendants sold 22 times as much stock during the five-mont h

Class Period than they sold in the five months after the Class Period and 30 times

more than they sold the five months before the Class Period . While defendants sol d

only 45,000 shares in the five months before the Class Period, and 60,000 shares i n

the five months after the Class Period, defendants sold over 1. 3 million shares of Hess

stock at record high prices for over $115 million during the five-month Class Period .

A comparison of the shares that defendants sold before and during the Class Perio d

follows :

Pre - Gass Period Pre - Gass Period Class Period Gass Period
(9'9100 - 2/8(01) (9/9(00 - 2(8'01 ) (2/9(01- 7/11/01) (2/9(01- 7/11/01 )
(5 Months) (5 Months) (5 Months) (5 Months) Net Change (Vet a ange
Stock Sales Proceeds Stock Sales Proceeds Stock Safes Proceeds

Bernstein 500 $35,220 Bernstein 12,500 $1,037,01 1 + 12,000 + $1,001,791

Gartman 5,000 $367,50 0 Gartman 15,000 $1,242,140 + 10,000 + $874,64 0
Gelfand 0 $0 Gelfand 34,500 $2,885,070 + 34,500 + $2,885,070
Hess 0 $0 Hess 1,056,264 $91,554,71 1 + 1,056,264 + $91,554,71 1
Janin 14,500 $1,046,875 ,Jaznin 20,000 $1,691,650 + 5,500 + $644,775
Laidlaw 25,000 $1,868,750 laidlaw 40,000 $3,510,800 + 15,000 + $1,642,050
Ornstein 0 $0 Ornstein 26,000 $2,002,000 + 26,000 + $2,002,000
Wri t 0 $0 Wright 130,001 $11,375,420 + 130,001 + $130,001
Totals 45,000 $3,318,345 Totals 1,334, 265 $115,298,802 + 1,289,265 + $111,980,457

Post -Class Period Post -Class Pe riod Class Period Gass Pe riod
(7/12/01-12(11/01) (7/12/01-12 (11/01 ) (2/9(01- 7/11/01) (2/9(01- 7/11/01 )
(5 M )nths) (5 Months) (5 tv nft) (5 Months) Net CharW (vet CharW
Stock Sales Proceeds Stock Sales Proceed s Stock Safes Proceeds

Bernstein 0 $0 Bernstein 12,500 $1,037,01 1 + 12,500 + $1,037,01 1

Gartman 0 $0 Gartman 15,000 $1,242,140 + 15,000 + $1,242,140
Gelfand 0 $0 Gelfand 34,500 $2,885,070 + 34,500 + $2,885,070
Hess 0 $0 Hess 1,056,264 $91,554,71 1 + 1,056,264 + $91,554,71 1
Janin 0 $0 Jarnin 20,000 $1,691,650 + 20,000 + $1,691,650
Laidlaw 60,000 $4,563,00 0 taic➢ aw 40,000 $3,510,800 (20,000 ($1,052,200
Ornstein 0 $0 anstein 26,000 $2,002,000 + 26,000 + $2,002,000
Wright 0 $0 Wright 130,001 $11,375,420 + 130,001, + $130,00 1
Totals 60, 000 $4,563,000 Totals 1,334 ,265 $115, 298,802 + 1,274,265 + $110,735,802

8
 15 . Furthermore, the amount of stock defendants sold in relation to thei r

holdings is highly suspicious . Collectively, insiders sold an average of 49% of their

stock during the five-month Class Period as set forth below :

Amerada Hess Corp .

Summary of Insider Sales
Class Period : 2/9/01 - 7/11/0 1

(a) (b) (c) (d ) (e) (f) (g) (h )

(a) + (b) (c) + (d) (f) / (e )

Stock Sale s
Betwee n
2/1 - 2/8/01 Class Class Percent o f
Common Vested Holdings Or CP Stock Period Period Holding s
Insider Stock (4) Options Sub-Total Sales (5) Holdings Stock Sales Proceeds Sol d

Bernstein (2) 2,901 20,500 23,401 12,500 35,901 12,500 $1,037,011 35 %

Ga rt man (2) 10,000 10,000 20,000 15,000 35,000 15,000 $1,242,140 43 %
Gelfand (2) 5,470 0 5,470 34,500 39,970 34,500 $2,885,070 86 %
Hess (2) 6,234,236 654,000 6,888,236 1 ,056,264 7,944,500 1,056,264 $91,554,711 13 %
Jam in (2) 4,000 8,000 12,000 20,000 32,000 20,000 $1,691,650 63 %
La Idlaw (2) 50,700 350,000 400,700 40,000 440,700 40,000 $3,510,800 9%
Ornstein (2) 8,000 26,000 34,000 26,000 60,000 26,000 $2,002,000 43 %
W right (3) 4,745 0 4,745 130,001 134,746 130,001 $11,375,420 96 %
Totals: 8,722 , 817 1,334,265 $115 , 298,802 49% (1 )

(1) 49% equals the average percent of shares sold for all d efendants .
(2) Source : Form 4
(3) Source : 2001 Proxy and Form 4 . Calculation Includes wife 's holdin gs (14,057 shares ) an d stock sales .
(4) Does not Include shares held in es cro w
(5) These tra nsactions are added to th e Sub -Total to com pute total Class Period holdings .

16. In addition to those stock sales, John Hess received $2 .5 million in salary

and cash bonuses in 2001 ($1 million salary and $1 .5 million cash bonuses) .

Likewise, defendant Laidlaw received $2 .5 million in salary, cash bonuses and other

compensation in 2000 ($900,000 salary, $1 .5 million cash bonuses and $140,000 for

costs regarding his relocation to London and tax preparation) . As a director,

defendant Wright received from Hess in 2001 an annual fee of $55,000 in addition to

$75,000 for serving on the Executive Committee with John Hess . He also received

$1,500 for each board meeting attended .

17 . On 5/8/01, John Hess made filings with the Securities and Exchang e

Commission ("SEC") disclosing an intent to make large sales of Hess stock by

9
himself personally and by the Leon Hess 25 Year Charitable Annuity Trust (the

"Trust"),' he controlled . Upon this news, Hess stock fell sharply from a high o f

$84.25 to as low as $81 . 89 duri ng the day. To explain his and the Trust's sudden

sales, John Hess stated that his and the Trust's stock sales were made to "meet

diversification requirements " and the Trust's "charitable funding obligations." Thi s

was false . The sales were made to avoid the adverse consequences of the decline i n

Hess stock John Hess knew would occur after the Triton acquisition was made . Th e

other Hess insiders who sold Hess stock during the Class Period did not correct o r

contradict John Hess' false explanation for the stock sales - which they knew to be

false - pushing the stock higher and thus benefiting themselves . Analysts and

investors accepted this innocent explanation as the reason for John Hess' Class Period

stock sales, and concluded the sales were not indicative of the existence of any

material adverse non-disclosed information concerning Hess . Hess' stock price

reached its Class Period high of $90 .40 on 5/21/01 .

18 . On 7/11/01, the truth about the timing of and reasons for the Hes s

insiders ' stock sales began to emerge when The Dallas Morning News reported that

the proposed acquisition of Triton had been negotiated beginning in 2/01, when "[a]

phone callfrom Amerada Hess Corp. chiefexecutive John Hess to Dallas investo r

` Leon Hess, now deceased, was the founder and former CEO and Chairman of
the Company and the father of John Hess . John Hess controlled the Trust and the
sales by the Trust are attributed to him .

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Tom Hicks started it all." After John Hess first spoke with Tom Hicks in 2/01, h e

immediately began negotiating for the acquisition of Triton and quickly made an offer

of $44 per share . According to The Dallas Morning News, "`John [Hess] called [Tom

Hicks] back in February [20011 and expressed his interest,"' said Mr . Hicks ,

chairman and CEO of Triton . At which point, Hicks immediately told defendant Hes s

that "`we might be warming up to the idea oflooking at a way of getting out of our

investment in Triton . ... Hicks said ... Hess came in with an offer of $44 a share, "

indicating a purchase price in excess of $3 billion . John Hess and the other Individua l

Defendants then proceeded to negotiate the purchase of Triton .

JURISDICTION AND VENUE

19. Jurisdiction is conferred by §27 of the 1934 Act . The claims asserted

herein arise under §§10(b), 20(a) and 20(A) of the 1934 Act and Rule lOb-5 .

Amerada Hess has extensive contacts with New Jersey . Acts and transactions out o f

which the claims arise took place here . Venue is proper in this District pursuant to

§27 of the 1934 Act . Hess owns substantial properties in New Jersey . Hess' annual

stockholders meeting has been held at 1 Hess Plaza in Woodbridge, New Jersey, for

each of the past five years . Hess' Refining and Marketing and Energy operations ar e

headquart ered in Woodbridge, New Jersey and Hess' largest refining unit (55,00 0

barrels a day) and only U.S. refining unit is located at Port Reading, New Jersey .

Certain of the Individual Defendants, including the defendants specified below, live i n

and are citizens of New Jersey.

11
 THE PARTIE S

20. Lead Plaintiff Carpenters Pension Trust for Southern Californi a

purchased Hess common stock , as set forth in Exhibit 1 attached hereto and wa s

damaged thereby.

21 . Defendant Hess is an integrated energy company engaged in the global

exploration for and the production, purchase, transportation and sale of crude oil ,

natural gas, as well as the production and sale of refined petroleum products .

22 . (a) Defendant John B . Hess ("John Hess") is CEO and a 10 %

beneficial owner of Hess . John Hess holds the sole voting power over all Hess stoc k

owned or controlled by the Trust, and shares dispositive power over such stock with

its trustees . John Hess is a controlling person of Hess. During the Class Period ,

defendant Hess sold 1 .06 million shares of Hess stock which he owned or controlle d

at prices as high as $90 .10 per share while in possession of material adverse

information to realize illegal insider trading proceeds in excess of $91. 5 million.

(b) Defendant William S .H. Laidlaw ("Laidlaw") is President, Chie f

Operating Officer and a director of the Company, until he resigned on 9/13/01, les s

than a month after the closing of the Triton acquisition . However, during the Clas s

Period, Laidlaw sold 40,000 shares of his Hess stock at as high as $89 .50 per share

while in possession of material adverse information to realize illegal insider trading

proceeds in excess of $3.51 million .

12
 (c) Defendant Robert F . Wright ("Wright") is the former President an d

Chief Operating Officer of the Company and has served as a director of Hess for th e

past 23 years, since 1981 . He was also a member of Hess' Executive Committe e

during the Class Period, along with John Hess . Wright received from Hess in 2001 an

annual fee of $55,000 for serving as a director and $75,000 for serving on th e

Executive Committee, and received an annual award of 500 shares of common stock .

During the Class Period, Wright sold 260 times more shares of stock than he ha d

earned that year . He sold 130,001 shares of his Hess stock at prices as high as $87 .5 0

per share while in possession of material adverse information to realize illegal inside r

trading proceeds in excess of $11.3 75 million . Wright is a citizen of New Jersey .

(d) Defendant Neal Gelfand ("Gelfand") is Senior Vice President o f

the Company. During the Class Period, Gelfand sold 34,500 shares of his Hess stoc k

at prices as high as $89 .75 per share while in possession of material advers e

information to realize illegal insider trading proceeds in excess of $2.88 million.

(e) Defendant Lawrence H . Ornstein ("Ornstein") is Senior Vic e

President of the Company. During the Class Period, Ornstein sold 26,000 shares o f

his Hess stock at prices as high as $77 .00 per share while in possession of materia l

adverse information to realize illegal insider trading proceeds in excess of $2 million.

Ornstein is a citizen of New Jersey.

(f) Defendant John A. Gartman ("Gartman") is Senior Vice President

of the Company. During the Class Period, Gartman sold 15,000 shares of his Hes s

13
stock at prices as high as $84 .99 per share while in possession of material adverse

information to realize illegal insider trading proceeds in excess of $1.24 million .

Gartman is a citizen of New Jersey .

(g) Defendant Gerald A . Jamin ("Jamin") is Senior Vice President and

Treasurer of the Company . During the Class Period, Jamin sold 20,000 shares of hi s

Hess stock at prices as high as $89 .75 per share while in possession of materia l

adverse information to realize illegal insider selling proceeds in excess of $1.69

million .

(h) Defendant Alan A . Bernstein ("Bernstein ") is Senior Vic e

President of the Company. During the Class Period, Bernstein sold 12,500 shares o f

his Hess stock at prices as high as $90 .12 per share while in possession of materia l

adverse information to realize illegal insider selling proceeds in excess of $1.03

million . Bern stein is a citizen of New Jersey.

23 . The individuals named as defendants in ¶22(a)-(h) are referred to herei n

as the "Individual Defendants ." The Individual Defendants had the power an d

authority to control the contents of Hess' press releases and public statements . Each

defendant knew of the status of the ongoing discussions and negotiations concernin g

Hess' acquisition of Triton and the false explanation given by defendant John Hess t o

explain his large and unusual stock sales . Each Individual Defendant had the ability

and opportunity to prevent the issuance of such statements or cause such statements t o

be corrected . Each of the Individual Defendants also knew that the adverse fact s

14
specified herein had not been disclosed to and were being concealed from the public a t

the time they engaged in their unlawful insider stock sales, and each of them was als o

aware that the positive representations which were made by John Hess were the n

materially false and misleading .

24. The Individual Defendants violated the 1934 Act because they did not

abstain from selling their shares of Hess before they first disclosed all materia l

information known to them regarding the impending Triton acquisition, which

information they knew would have a negative impact on Hess' stock price .

25 . As officers and/or directors and/or controlling shareholders of Hess ,

defendants had a duty to disclose non-public material facts known to them but which

were not known to the public but which facts would, if known, affect the price of Hess

stock. This duty arises from: (i) the existence of a relationship between plaintiff an d

defendants, which afforded defendants access to inside information intended to b e

available only for corporate purposes ; and (ii) the unfairness of allowing suc h

corporate insiders to take advantage of that information by trading without disclosure .

As a result of the relationship of trust and confidence that exists between shareholder s

of a corporation and those insiders who have obtained confidential information b y

reason of their position with Hess, the Individual Defendants had a duty to disclose al l

material information related to the Triton acquisition before selling over $115 millio n

of their Hess shares .

15
 SCIENTER ; VIOLATION OF ABSTAIN OR DISCLOSE OBLIGATIONS ;
FRAUDULENT SCHEME AND COURSE OF BUSINES S

26. The Individual Defendants' insider selling was in violation of the abstai n

or disclose rule. Hess CEO and Chairman, John Hess, kept other Hess executives and

directors informed regarding the Triton acquisition . On 3/12/01, John Hess discussed

the acquisition with Triton's Chairman Thomas Hicks . Hess has admitted in its

purchase offer, filed with the SEC on 7/17/01, that during this 3/ 12/01 telephone call ,

John Hess agreed to "instruct [his] management to engage in a more detailed

analysis " of the acquisition of Triton . On information and belief, based on Joh n

Hess' foregoing statement, John Hess then discussed the acquisition with each of

the Individual Defendants and requested them to conduct a detailed analysis of th e

acquisition . On information and belief, defendant Laidlaw, who was President an d

Chief Operating Officer of the Company, was instrumental in this analysis . As set

forth in Hess' purchase offer filed with the SEC, Laidlaw was also involved i n

meetings with Triton's President and CEO James C . Musselman.

27. In addition, while each of the defendants were aware of the Trito n

acquisition at the time they sold their stock, defendants Hess, Bernstein, Laidlaw ,

Ornstein and Wright would have been actively involved in the acquisitio n

negotiations, according to a former Hess General Manager .

28 . At the time of their Hess stock sales, each Individual Defendant ha d

knowledge of the fact that Hess was secretly negotiating the acquisition of Triton for a

16
price in excess of $3 billion, representing a major premium over the trading price o f

Triton's stock . They also knew that the disclosure of that acquisition on such term s

would cause the price of Hess stock to fall . Thus, the Individual Defendants knew of

the existence and status of these discussions and negotiations during the time the y

were selling off millions of dollars worth of their Hess stock .

29. Rather than disclose the fact that Hess was actively negotiating the

acquisition of Triton, an acquisition which they knew would have an adverse impact

on Hess' stock price when disclosed, the Individual Defendants sold over 1 .3 million

shares of their privately held Hess stock at artificially inflated prices for proceeds o f

over $115 million . Defendants not only concealed that Hess was actively negotiating

the Triton acquisition, they also misrepresented the actual reasons for those stoc k

sales.

30. On 5/8/01, defendant John Hess issued a public statement explaining hi s

and the Trust's sudden and irregular stock sales . John Hess stated that his and th e

Trust's stock sales were made to "meet diversification requirements " and the Trust' s

"charitablefunding obligations ." None of the Individual Defendants who sold Hes s

stock during the Class Period contradicted or corrected John Hess' false explanation

for his stock sales, even though they knew those statements were false .

31 . Defendants pursued a scheme to defraud or course of business tha t

operated as a fraud or deceit on purchasers of Hess stock, including the Individua l

Defendants' violation of their abstain or disclose obligations under the 1934 Act ,

17
acting knowingly or in a reckless manner so as to artificially inflate the trading pric e

of Hess stock and damage plaintiff and other members of the Class as they engaged i n

their insider trading scheme which allowed defendants, in the aggregate, to reap ove r

$115 million in illicit insider trading proceeds .

SUBSTANTIVE ALLEGATIONS

32. In 2000, Hess was engaged in the exploration for and the production an d

sale of crude oil and natural gas, as well as the production and sale of refine d

petroleum products . Traditionally, Hess' exploration and production activities too k

place primarily in the United States and the North Sea . Hess very much wanted to

significantly expand its exploration and production activities internationally ,

especially in geographic areas in which Hess did not already have proven oil reserves .

33 . Thus, prior to the Class Period, Hess was attempting to strengthen an d

expand its exploration and production activities beyond its traditional core areas of the

United States and the North Sea, and into the oil rich areas of Venezuela, Indonesia ,

West Africa and other international areas . To accomplish this long-term goal, in

11/00 Hess announced that it had entered into an agreement to acquire LASMO fo r

$3 .5 billion .

34 . In describing the LASMO purchase, on 11/6/00 , Hess issued a releas e

stating that the combination would :

• Continue the transformation of Amerada Hess to an exploration and

production company.

18
 • Achieve Hess'strategic objective to increase its international reserves
outside the United States and the North Sea .

• Enhance Hess' production growth from 5 % pre-acquisition to 6% post-

acquisition on a compound annual basis through 2004, while
significantly extending its reserve life from 14 .1 to 15 .8 years.

• Add high quality operated reserves at an attractive cost of $5. 49 per

proved barrel of oil/equivalent ("boe'9 .

Commenting on this acquisition, Hess' release quoted John Hess :

"We are very excited about this transaction . The acquisition of LASMO
expands our exploration and production business, . strengthens our
international reserve portfolio and extends our production profile. . . . The
combination will increase our production from 374,000 boe per day in
2000 to an expected 582,000 boe per day in 2001, making Amerada Hess
one of the largest global independent exploration and production
companies with the scale to access a broader range of investment
opportunities that meet our financial goals ."

35 . Despite these long-term benefits of the LASMO acquisition, followin g

the disclosure of the proposed acquisition of LASMO on 11/6/00, Hess stock

immediately fell from a high of $64 .00 on 11/3/00 to a low of $58 .12 on 11/6/00 ,

closing at $60 .69 - a drop of nearly 4% from the previous trading day's closing pric e

of $62 .81 .

Date Day Closing Price Day High Price Day Low Pric e
11/3/2000 $62 .81 $64 .00 $62 .69
11/6/2000 $60 .38 $60 .69 $58 .1 3

36. The reasons for the decline in Hess' stock price included that : (i) the deal

was expected to be dilutive to Hess' earnings and return on capital for at least th e

following two years due to acquisition and other related costs ; (ii) the deal made Hess '

19
earnings highly leveraged to changes in oil prices ; and (iii) there were additional risks

involved in international oil production and exploration .

37 . However, Hess' hope to acquire LASMO was thwarted when Eni SpA ,

Italy's largest oil company, outbid Hess for LASMO . While losing out on getting th e

long-term benefits of the LASMO acquisition was a disappointment to Hess' to p

insiders, upon the disclosure that Hess would no longer try to continue to acquir e

LASMO, shares of Hess jumped from a closingprice of $62.81 on 12/20/00 to a

closing price of $69.06 on 12/22/00, completely wiping out the decline in Hess' stoc k

price caused by the announcement of the LASMO acquisition, as follows :

Date Day Closing Price Day High Price Day Low Price
12/20/2000 $62 .81 $64 .25 $61 .8 1
12/21/2000 $66 .00 $68 .94 $64 .6 9
12/22/2000 $69 .06 $69 .19 $66 .5 6

38 . In 3/01 and 4/01, crude oil prices moved higher, and shares of companie s

that owned oil assets and refineries like Hess moved higher . Between early 3/01 and

the end of 4/01, shares of Hess traded up from the $70 per share range to $90 per

share in 5/01, the all-time high for Hess stock .

39 . Following losing out on its attempt to acquire LASMO in 12/00, Hess

was under even greater pressure to identify and successfully conclude the acquisitio n

of a large oil company with proven reserves in areas in which Hess had little or n o

reserves. In fact, at the time Hess had identified LASMO as an acquisition candidate ,

it had also identified Triton, but passed on Triton at that time because the LASM O

acquisition would demand a lesser premium and expose Hess to less risk. Thus,
20
having been outbid for LASMO, in 2/01, Hess began secret discussions to acquir e

Triton in order to obtain additional oil reserves and to significantly boost Hess' crud e

oil production . However, it immediately became clear to Hess' top insiders tha t

although Triton's CEO and Triton's controlling shareholders were willing to sel l

Triton, due to their demands, if Hess were to acquire Triton it would have to pay a

significant premium above Triton stock's current trading price - an extremely hig h

price of over $3 billion - a price in excess of what standard valuation approache s

would justify, a price that would be a significant premium over Triton 's trading price

and a price that would require Hess to borrow over $2 billion to finance the purchase .

As a result, Hess' opening price offer in 2/01 was $44 per share, which put the pric e

of the deal over $3 billion .

40. Acquiring Triton (or a company like Triton) was essential to Hess '

attempt to significantly expand its exploration and production activities beyond th e

United States and the North Sea . Thus, Hess' acquisition of Triton was very

important to Hess' long-term business strategy of expanding its oil exploratio n

prospects beyond the United States and the North Sea, and to increasing its oi l

reserves and production capacity in other areas . As a result, the top Hess insiders

were willing to pay a very high price for the acquisition even if it would hurt Hess '

business operations and its stock price in the short term, as the Triton acquisition wa s

essential to Hess' long-term growth strategy in that, if the acquisition was successful ,

it would :

21
 • Continue the transformation of Hess to an exploration and productio n
company.

• Achieve Hess' strategic objective to increase its international reserves

outside the United States and the North Sea .

• Enhance Hess' production growth from about 425,000 barrels of oil per
day to about 535,000 barrels per day in 2002 and more than 600,000
barrels per day in 2003 .

41 . Despite the potential long-term benefits of the Triton acquisition (or

perhaps because of them), the defendants knew the cost to Hess to acquire Triton wa s

going to be extraordinarily high. As a result, John Hess offered $44 per share for

Triton early on in the discussion to acquire Triton, meaning it would cost at least $3

billion. For instance, at $3 billion, Hess was going to pay over $9 .70 per barrel fo r

Triton's proved reserves and $5 .66 per barrel for Triton's probable reserves, or 50%-

100% more than the $6.20 per barrel for proved reserves and $2.85 per barrel for

probable reserves paid for Gulf Canada Resources Ltd. by Conoco Inc. in a recent

comparable transaction. In addition, a $3 billion price would represent a very large

premium over Triton's current stock price and meant that Hess would have to borro w

at least $2 billion to finance the acquisition .

42. Defendants knew that when they announced the Triton acquisition ,

Amerada Hess' stock price would drop because they were well aware of th e

phenomenon that when a company announces an acquisition , the stock price of th e

acquiring company almost always declines - normally sharply - due to investors '

concerns about cost, overpayment, financing, integration/execution risks and earning s

22
dilution . This phenomenon is extremely well known, has been written abou t

extensively, and has been documented in numerous studies and articles, as set forth i n

more detail in ¶¶43-46. As plaintiff's expert economist Professor Atulya Sarin

confirms in his declaration filed concurrently herewith, it is an empirically well-

documented fact that an acquiring company's stock price typically drops upon th e

announcement of an acquisition . This fact is well -known, well-documented and

supported by an abundance of studies and articles . See Sarin Decl ., ¶¶4, 6-13, 23 .

43 . Indeed, a profusion of studies and articles documented the fact tha t

acquiring companies typically experience a drop in stock price upon th e

announcement of an acquisition . For example, John C . Coffee, Jr. in Regulating th e

Market for Corporate Control: A Critical Assessment of the Tender Offer's Role in

Corporate Governance, 84 Colum . L. Rev. 1145, n.56 (1984), states that "a study by

First Boston Corp. of recent oil industry acquisitions found that `almost without

exception, the stocks of buyers of oil companies have declined following suc h

transactions . "'

44 . Peter Dodd in Merger Proposals, Management Discretion an d

Stockholder Wealth, J . Fin. Econ ., Mar. 1980, at 134, states that "[a]ny gains from

mergers accrue to stockholders of the target firms and not to those of the bidder firms .

For stockholders of bidding firms there is evidence of small, but significant negative

abnormal returns at the date of the first public announcement of the merge r

proposals . . .."

23
 45 . Similarly, Mark L. Sirower and Stephen F . O'Byrne in The Measurement

ofPost-Acquisition Performance : Toward a ValueBased BenchmarkingMethodology ,

J . Applied Corp . Fin., Summer 1998, at 107-09, recognize that :

[T]there is little evidence that [mergers and acquisitions] have benefited

the shareholders of the acquiring companies, on average . Study after
study by financial economists suggests that the lion's share of the gains
from mergers accrues to the target firm's shareholders - and that the
acquiring company's shareholders should consider themselves lucky
just to "break even . "

Most studies of the stock returns of acquiring companies have focused

either on short-term (anywhere from two days to six months surrounding
the announcement) or on long-term (one- to five-year) price movements .
The findings of such studies (including accounting-based studies) are
remarkably consistent in that virtually all seem to show negative
average returns to acquirers .

46 . Finally, Sara B . Moeller, Frederik P . Schlingemann and Rene M. Stulz, i n

Firm Size and the Gains from Acquisitions, J . Fin. Econ., received Feb . 12, 2003 ,

accepted July 22, 2003, found that, after examining a sample of 12,023 acquisitions b y

public firms from 1980 to 2001, "acquiring-firm shareholders lose $25. 2 million o n

average upon announcement" of an acquisition . They also found that large firms

(such as Amerada Hess) "experience significant shareholder wealth losses when they

announce acquisitions of public firms irrespective of how the acquisition is

financed."

47 . Not only were defendants aware generally of the fact that when an

acquiring company agrees to pay a significant premium for an acquisition, the stock o f

24
the acquiring company generally declines, but they knew specifically from their ow n

prior experience that when Hess disclosed the LASMO acquisition in 11 /00 , its stoc k

dropped nearly 4% in one day . Because the Triton acquisition was similar to th e

proposed LASMO acquisition - but at even a higher premium - defendants knew that

a drop in Hess' stock price was imminent .

48 . Defendants also were aware that an acquisition of the size of Triton

(approximately $3 billion) would have a negative effect on Hess' stock price becaus e

they had just recently attempted a similar-sized acquisition - LASMO (als o

approximately $3 billion) -just a few months before, which had caused Hess' stock

price to drop upon its announcement .

49 . Thus, without disclosing the pendency of the discussions an d

negotiations or Hess' offer to pay over $3 billion to acquire Triton, the top insiders at

Hess who were involved in or aware of the details concerning the propose d

acquisition of Triton sold off huge amounts of their Hess stock to avoid the losses the y

knew they would suffer from the sharp stock price decline in Hess stock the y

anticipated would occur when the Triton acquisition was disclosed .

50 . Thus, as defendants were discussing and negotiating Hess' purchase o f

Triton, they knew that the disclosure of the proposed Triton acquisition would have a n

adverse impact on the price of Hess stock . In fact, a decline in the price of Hess stock

is exactly what had occurred previously when defendants disclosed Hess' propose d

acquisition of LASMO on 11/6/00 and Hess stock immediately dropped 4% (from

25
$62 .81 to $60 .38) the day the acquisition was disclosed . This recent experience just

three months before the start of the Class Period gave the Individual Defendant s

knowledge of the inevitable negative impact Hess' disclosure of another expensiv e

acquisition would have on Hess stock .

51 . Defendants knew that the announcement of the Triton acquisition woul d

likely cause the price of Hess stock to decline even more dramatically than the

decline following the announcement of the proposed LASMO acquisition , since Hess

was paying a much more substantial premium for Triton than the premium offered

for LASMO. For instance, the price to be paid for Triton valued Triton's prove d

reserves at $9 .79 per barrel of oil/equivalent and its proved and probable reserves at

$5.66 barrels of oil/equivalent . By comparison , the acquisition of LASMO would

have required Hess to pay $5 .49 per barrel for proven reserves, and Conoco Inc .' s

pending acquisition of Gulf Canada Resources Ltd. offered only $6 .20 for Gulf' s

proven reserves and $2 .85 for its probable reserves .

52. On 5/8/01, John Hess made SEC filings to sell up to 250,000 of his ow n

shares of Hess stock and the Trust John Hess controlled filed to sell 850,000 shares o f

Hess stock - 17% of the Trust's holdings . The Form 144 filed with the SEC an d

signed by John Hess represented that, at the time he filed and signed such form, that

he was not in possession of material adverse information, as follows :

The person for whose account the securities to which this notice
relates are to be sold hereby represents by signing this notice that he
does not know any material adverse information in regard to th e

26
 current and prospective operations of the Issuer of the securities to be
sold which has not been publicly disclosed.

53. The same day, 5/8/01, Dow Jones News Service reported:

Amerada Hess Corp . Chairman and Chief Executive John B . Hess will
sell up to 250,000 company shares .

In a related move, a charitable trust created by the late Leon B .

Hess will sell up to 850,000 Amerada Hess shares, which represents
about 17% of the trust's holdings and 1% of the company's shares
outstanding .

54. When this report appeared, Hess stock fell sharply from a high of $84 .2 5

to as low as $81 .89 during the day. However, it was also reported that John Hess and

the Trust stated that these large sales of Hess stock were being made to "meet

diversification requirements " of John Hess and to meet the Trust 's "charitable

funding obligations ." Based on these assurances, Hess stock recovered to close a t

$84.12. The stock then continued to climb higher and reached its Class Period high o f

$90.40 on 5/21/01 .

55 . On 7/10/01 - after defendants had liquidated more than $115 million o f

their own Hess shares - Hess issued a release disclosing the pending Triton

acquisition :

Amerada Hess Corporation and Triton Energy Limited today

jointly announced that they have entered into a definitive agreement
under which Amerada Hess will commence a cash tender offer for all
outstanding ordinary shares of Triton at $45 .00 per share (including to be
converted preference shares) . The transaction has a total value of
approximately $3 .2 billion, including the assumption of approximately
$500 million in Triton debt .

27
 The all-cash offer represents a premium of 50% to the closing
price of Triton shares on Monday, July 9, 2001, and is 88% ofTriton's
52-week high.

56. Defendants knew that they were paying a substantial premium to acquir e

Triton. The $45/share offer price was a very large premium over Triton's stock pric e

and the $10 .90 per barrel for proved reserves was very high compared to the $7 .35-

$7 .70 per barrel average price paid for oil and gas reserve acquisitions in 2001 .

Analysts all agreed that Hess was paying a substantial premium for the acquisition o f

Triton, and questioned the price as well as the additional risks:

• On 7/10/01 , Dow Jones reported that after failing to consummate the

Lasmo acquisition, "some analysts say the pressure was on Hess to
make a deal. .. . `It's not as accretive on our price deck,' [a UBS
Warburg analyst] said.. . . [TJhere is little doubt the transaction will
increase Hess' risk profile . . . . [T]he addition of Triton's properties will
give Hess more exposure to international markets, which are inherently
riskier. . . . In Equatorial Guinea, for example, there are rumblings that the
government may re-open production contracts it signed with oil
companies . . . . Triton also produces oil in Colombia, a country that has
been rocked by guerrilla activity . . . . Weighing the transaction's pros and
cons, A.G . Edwards' Bruce Lanni said he views the deal as `neutral to
slightly negative . "'

• Paul Ting and Neil Quach of Solomon Smith Barney prepared a report
on 7/10/01 stating that the "$45/share acquisition price represent[s] a
50% premium to yesterday's closingprice and compares against a 25 to
35% premium paid in recent acquisition[s] made by the integrated [oil
companies] ." They also noted that "[t]he $10.901BOE based on year end
2000 reserves appears high " compared to "the $7.35 to $7.701BOE
average price paid for oil and gas reserve acquisitions announced in
2001 ."

• On 7/11/01, Bear Stearns & Co . issued an equity research repo rt on Hess

which downgraded its rating on the Company in response to the
announcement of the Triton acquisition , citing concerns about dilution ,

28
 the premium Hess would pay for Triton, and Hess' resulting increased
political risk : "In our view, the price being paid for Triton is rich .
Based on proved reserves, the purchase price equates to $9 .79 [per barrel
of oil equivalent]/boe - a steep price relative to recent transactions and
more than double the industry's average finding and development costs
($4 .79/boe) for the past ten years . . . . We are downgrading our
recommendation on Amerada Hess to Neutral from Buy . Our previous
recommendation was based principally on two factors : valuation and
management's intention to increase ROCE [(return on capital
employed)] . We believe both factors will be diminished with this deal."
The report concluded that "[t]he purchase price of $45 per share exceeds
many oil analysts' net asset value for Triton . Based on a survey of sell-
side analysts that cover Triton, we estimate the purchase price is 10% to
15% higher than the projected fair value for Triton ."

• Paul Cheng of Lehman Brothers wrote in his report on 7/11/01 that he

was "concerned by the seemingly very rich price that [Amerada Hess]
ha[s] offered," based on Triton's already known resources base and that
"[t]he purchase price also appears rather rich on a per barrel basis ."

• Paul Ting and Neil Quach of Solomon Smith Barney prepared a report
on 7/12/01 stating that the "$45-per-share acquisition price represents a
50% premium to the closing price on July 9 and compares against a
25%-3S% premium paid in recent acquisition [s] made by the integrated
[oil companies/ ." They also noted that "the $10.90-per-barrel-of-oil
equivalent (BOE) price paid, based on year-end 2000 reserves, appears
high "compared to "the $7.35-$7.70BOE average price paid for oil and
gas reserve acquisitions announced in 2001 . "

• Christopher Stavros of UBS Warburg wrote in his research note dated

7/12/01 that Hess' $45 "offer price represented a 50% premium to the
previous night's closing price of $30 ." Stavros also stated that the $9 .79-
per-barrel-of-oil-equivalent (boe) price paid, based on proved reserves
was high compared to the $5 .49/boe it offered in its failed bid for
LASMO and Conoco's $6.21/boe offer for Gulf Canada .

57. The "richness" of the price Hess had agreed to pay for Triton was furthe r

confirmed by a Wall Street Journal report on 7/11/01 that stated:

The purchase will provide a windfall for Triton's biggest

shareholder, Hicks, Muse, Tate & Furst Inc ., which agreed to sell its
29
 stake of about 38% to Amerada Hess . In late 1998 and early 1999, when
oil prices were falling to 20-year lows, Hicks Muse invested about $350
million in Triton and installed its own management team . Hicks Muse
values its stake at about $1 .1 billion, based on the Amerada Hess offer .

Thomas 0 . Hicks, Triton's chairman and Hicks Muse chairman

and chief executive, said the offer is a good deal for Triton shareholders
and a good move for Hicks Muse . "We figure if we could make three
times our money in three years , it was good enough for us, "Mr. Hicks
said.

58. The materiality of the Triton acquisition to Hess' shareholders wa s

confirmed when in 8/01, Amalgamated Bank, whose Longview Investment Fund s

owned more than 29,000 Hess shares, sent a letter to the Hess Board of Directors ,

urging the Board to seek shareholder approval of the acquisition, due to th e

transaction ' s major impact on Hess . As was repo rted by Dow Jones on 8/13/01 :

A union-owned bank is joining in the call for Amerada Hess Corp . to

hold a shareholder vote on its proposed acquisition of Triton Energy Ltd .

The acquisition of Triton "would increase ANC's already

substantial geopolitical exposure, which arise particularly through its
stake in operations in Burma ," Amalgamated's chief economist A .
Melissa Moye said . . . . [Amalgamated Bank] urged Hess to call a special
shareholder meeting to vote on the transaction .

Amalgamated Bank als o

raised questions about the timing of stock sales by Hess, which were
announced by the company on May 8 .

In its letter, Amalgamated said the company's May 8 press release

announcing the stock sales identified the reasons the Leon Hess
charitable trust sold 800,000 shares, but didn't explain the reason s

30
 behind chief executive Hess's sale, or "why you chose to do so at that
time, one day before negotiations with Triton began in earnest . "

59 . Amalgamated Bank was echoing conce rn s raised by the AFL-CIO ,

whose Office of Investment provides support to collectively-bargained benefit funds ,

which at the time owned about 1 .2% of Hess common stock . As Dow Jones reported

on 8/2/01 :

The AFL-CIO called on Amerada Hess Corp .'s board to seek

shareholder approval for the company's planned acquisition of Triton
Energy Ltd .

In a press release Thursday, the AFL-CIO said approval is

warranted, "given the transaction 's large size and material impact on
the company 's balance sheet, business strategy and overall risk
profile."

The AFL-CIO termed the acquisition "a costly gamble on oil

prices that appears overpriced relative to other recent oil industry
transactions . "

60. As investors realized the full cost and substantial additional risks inherent

in the Triton acquisition, including the additional political and operating risk s

involved, the huge premium paid by Hess, the difficulties in capitalizing on the

potential oil discove ries, and the significant time and capital commitments (likely

several years and substantial sums of money) necessary to realize the full potential o f

the Triton acquisition, and this operation was factored in Hess' stock price, share

prices plunged lower . Hess stock traded as high as $81 .68 on 7/9/01 . Hess stock fel l

to as low as $77 on 7/10/01 ; to $74 on 7/12/01 ; to $72.45 on 7/17/01 ; and $70.59 on

7/18/0 1 . Hess stock closing, high and low prices during this time were as follows :

31
 Date Day Closing Price Day High Price Day Low Price
7/9/2001 $79 .36 $81 .68 $79 .30
7/10/2001 $77 .35 $78 .40 $77 .00
7/11/2001 $75 .67 $75 .99 $75 .1 9
7/12/2001 $74 .80 $75 .65 $74 .00
7/13/2001 $75 .79 $76 .18 $74 .00
7/16/2001 $74 .30 $76 .00 $73 .86
7/17/2001 $73 .35 $74 .80 $72 .45
7/18/2001 $71 .36 $72 .20 $70 .59

61 . On 7/11/01, The Dallas Morning News reported that the proposed Hes s

acquisition of Triton had been negotiated from 2/01 :

A phone call from Amerada Hess Corp. chief executive John

Hess to Dallas investor Tom Hicks started it all .

Roughly four months and $3.2 billion later, Amerada Hess

agreed to buy Dallas-based Triton Energy Ltd., giving investors a 51
percent premium over Triton's Monday close .. ..

"John called me back in February and expressed his interest,"

said Mr. Hicks, also chairman of Triton 's board. " We told him we
might be warming up to the idea of looking at a way of getting out of
our investment in Triton . "

Mr. Hicks said Mr. Hess came in with an offer of $44 a share.
When he upped it by $1, the two had a deal.

62 . Indeed, a former Hess commodities intern who worked for the Compan y

during the earlier part of the Class Period in New York, whose responsibilitie s

included processing profit and loss ("P&L") statements, overheard conversation s

between Rich Froelich (Hess' Main Manager for Commodities) and Dan Devine ( a

Hess accounting manager) regarding Hess' Triton acquisition beginning in 2/01.

Further, as early as late 2/01, this same Hess commodities intern was assigned b y

32
Froelich to input Triton P&L statements into the Hess database. These Triton P& L

statements were contained in three-ringed binders, categorized by year, and this Hes s

commodities intern believed that they were obtained from Triton because eac h

statement had a title page with "Triton" typed on it . Moreover, this Hess commodities

intern was asked to input data from no other outside company but Triton. Finally, this

Hess commodities intern, beginning as early as mid-3/01, was asked to enter the

Triton data into Hess' own P&L statements .

63 . Also, a former Triton Internal Accounting analyst in Dallas, Texas durin g

the Class Period learned that for the months preceding the announcement of the Triton

acquisition in 7/01, a Triton executive secretary had been making copies of documents

for meetings regarding the transaction .

64 . On 7/17/01, Triton filed with the SEC a Schedule 14D9 which provide d

the chronology of the transaction culminating in the disclosure of the acquisition o n

7/10/0 1 . The Schedule 14D9 stated the following :

Background of the Offer .

In a telephone call on March 12, 2001 that was initiated by John

B. Hess, Chairman of the Board and Chief Executive Officer of
Amerada Hess , Mr. Hess proposed to Thomas O. Hicks, Chairman of
the Company [(i.e., Triton)] and Chairman and Chief Executive
Officer of Hicks Muse, a possible sale of the Company to Amerada
Hess. Mr. Hess stressed that Amerada Hess would only be willing to
proceed if the Company agreed to deal with Amerada Hess exclusively
for a limited period of time . Mr. Hicks indicated his interest in
exploring a potential sale of the Company to Amerada Hess. My. Hess

33
 and My. Hicks agreed that they would each instruct their management
to engage in a more detailed analysis of a possible sale transaction to
determine whether or not to pursue such a transaction .

On May 9, 2001,2 [Triton's financial advisors] met with

representatives of Amerada Hess to discuss Amerada Hess' interest in
pursuing an acquisition of the Company and certain business and
operational information about the Company as part of Amerada Hess'
preliminary due diligence .

In mid-May ... Amerada Hess and the Company began

negotiating a confidentiality agreement and Amerada Hess indicated
that it would require a due diligence review of certain non-public
business and legal information regarding the Company for the purpose of
determining if further exploration of a possible acquisition of the
Company was warranted . While the parties were negotiating the
principal terms of the confidentiality agreement, including provisions
relating to exclusive dealing with Amerada Hess, Amerada Hess
furnished the Company with a request for information for due diligence
purposes . On June 4, 2001, Amerada Hess and the Company signed
the confidentiality agreement. In the confidentiality agreement,
Amerada Hess agreed not to pursue an unsolicited bid to acquire the
Company through June 4, 2002, and the Company agreed, as was
required by Amerada Hess, that the Company would deal exclusively
with Amerada Hess regarding a potential acquisition of the Company
until July 15, 2001 .

65 . Defendants knew that in order to fund the large acquisition of Triton ,

Hess would have to borrow large sums . After the deal was announced , Hess filed a

2 5/9/01 was only one day after John Hess and the Trust filed to sell over 1 .1
million shares of their own Hess stock, then valued at over $90 million .

34
shelf registration statement for up to $3 billion in debt securities . On 7/20/01, Dow

Jones reported:

According to a shelf registration statement filed Friday with the

Securities and Exchange Commission, Hess will use proceeds to repay
debt and for its previously announced acquisition of Triton Energy Ltd .
for about $2 .8 billion, or $3 .3 billion including the assumption of $500
million of Triton debt .

66 . On 8/7/01, Hess announced that it planned to sell $2 .5 billion in bonds -

twice the amount previously disclosed . On 8/7/01, Bloomberg reported:

Amerada Hess Corp. ... more than doubled a planned bond sale
to $2.5 billion from the $l.2 billion first planned .. ..

Proceeds from the sale will help fund Hess' planned $3 .2 billion
purchase of Triton Energy Ltd .

67. News of the bond sale caused Hess' shares to trade lower in subsequen t

days, falling fr om a high of $77 .30 on 8/7/01 to a low of $74 .43 on 8/9/0 1, as follows :

Date Day Closing Price Day High Price Day Low Price
8/7/2001 $76 .67 $77 .30 $76 .3 5
8/8/2001 $75 .10 $77 .35 $75 .00
8/9/2001 $75 .66 $75 .99 $74 .4 3

68 . The large amount that Hess had to borrow for the Triton acquisitio n

caused the Company itself later to admit (in its 3/27/02 Form 10-K filed with th e

SEC) that the transaction caused its debt-to-capitalization ratio to skyrocket :

Principally as a result of the Triton acquisition, total debt

increased to $5,665 million at December 31, 2001 from $2,050 million at
December 31, 2000 . The Corporation's debt to capitalization ratio
increased to 53.6% at December 31 compared with 34.6% at year-end
2000 .

35
 69. On 8/20/01, Hess announced the completion of the acquisition of Triton .

70 . On 9/ 13/01, Hess issued a release disclosing that Hess' president an d

COO, Laidlaw, had resigned from the Company . This came after Laidlaw had jus t

sold over 40,000 shares of his Hess stock, between 4/25/01 and 5/18/01, to pocke t

illegal insider trading proceeds of over $3 .51 million. In less than one week ,

defendant Laidlaw announced his new position with an energy company based in the

United Kingdom.

71 . On 9/26/01, Hess stock closed at just $59 .50 compared to $79 .36 on

7/9/01, the day before the Triton acquisition was announced and compared to $90.40

on 5/21 /01 - the stock's Class Period high .

DEFENDANTS' ILLEGAL INSIDER TRADING

72. The Individual Defendants took advantage of the a rtificial inflation i n

Hess' stock price which their material omissions and misstatements caused . During

the Class Period they sold over 1 .3 million shares of their Hess stock to realize over

$115 million .

73 . While some of these stock sales were purportedly made via Rul e

10(b)5-1 plans, this does not immunize these insider sales as at the time the 10(b)5- 1

plans were instituted the Individual Defendants knew the secret discussions an d

negotiations concerning the Triton acquisition were already ongoing, that this materia l

information had not been disclosed and that when disclosed this information woul d

result in a sharp decline in Hess stock .

36
 74. Between 2/09/01, the beginning of the Class Period, and 6/14/01, Hes s

insiders sold the following amounts of Hess common stock which they owned o r

controlled :

Defendant Position Sale Date Shares Sold Price Proceeds

BERNSTEIN Sr . VP 02/14/2001 100 $73 .310 $7,33 1

02/14/2001 400 $73 .300 $29,320
03/06/2001 2,500 $76 .000 $190,00 0
04/09/2001 2,500 $80 .000 $200,00 0
04/17/2001 4,000 $85 .000 $340,00 0
05/21/2001 3,000 $90.120 $270,36 0
12,500 $1,037,011

GARTMAN Sr. VP 04/10/2001 2,000 $81 .120 $162,24 0

04/10/2001 5,000 $81 .850 $409,25 0
04/10/2001 3,000 $81 .900 $245,70 0
04/17/2001 5,000 $84 .990 $424,95 0
15,000 $1,242,14 0

GELFAND Sr. VP 03/30/2001 4,000 $78 .260 $313,04 0

03/30/2001 2,500 $78 .260 $195,650
03/30/2001 3,000 $78 .260 $234,780
03/30/2001 7,500 $77 .880 $584,100
04/27/2001 7,500 $88 .000 $660,000
05/18/2001 10,000 $89 .750 $897,500
34,500 $2,885,070

JOHN HESS CEO/CB 05/08/2001 12,000 $83 .100 $997,200

05/08/2001 3,000 $83 .100 $249,300
05/08/2001 12,000 $84 .060 $1,008,720
05/08/2001 3,000 $84 .060 $252,180
05/09/2001 3,000 $85 .080 $255,240
05/09/2001 3,000 $85 .050 $255,15 0
05/09/2001 12,000 $85 .080 $1,020,960
05/09/2001 12,000 $85 .050 $1,020,600
05/10/2001 320 $84 .550 $27,056
05/10/2001 80 $86 .130 $6,89 0
05/10/2001 3,000 $85 .340 $256,02 0
05/10/2001 12,000 $85 .640 $1,027,680
05/10/2001 3,000 $85 .640 $256,92 0
05/10/2001 12,000 $85 .340 $1,024,080
05/11/2001 12,000 $84.550 $1,014,600
05/11/2001 3,000 $84.760 $254,28 0
05/11/2001 12,000 $ 84 .760 $1,017,120
37
Defendant Position Sale Date Shares Sold Price Proceed s

05/11/2001 3,000 $84 .550 $253,65 0

05/14/2001 3,000 $86 .290 $258,87 0
05/14/2001 12,000 $86 .290 $1,035,480
05/14/2001 12,000 $86 .240 $1,034,880
05/14/2001 24,000 $86 .230 $2,069,520
05/14/2001 3,000 $86 .240 $258,72 0
05/14/2001 6,000 $86 .230 $517,38 0
05/15/2001 48,000 $87 .140 $4,182,720
05/15/2001 12,000 $87 .140 $1,045,680
05/16/2001 12,000 $87 .740 $1,052,880
05/16/2001 23,680 $88 .020 $2,084,314
05/16/2001 48,000 $87 .740 $4,211,520
05/16/2001 5,920 $88 .020 $521,07 8
05/17/2001 32,000 $88 .540 $2,833,280
05/17/2001 12,000 $87 .470 $1,049,640
05/17/2001 8,000 $88 .540 $708,32 0
05/17/2001 48,000 $87 .470 $4,198,560
05/18/2001 20,000 $89 .340 $1,786,800
05/18/2001 80,000 $89 .340 $7,147,200
05/21/2001 2,120 $90 .110 $191,033
05/21/2001 8,480 $90 .110 $764,133
05/21/2001 10,100 $89 .360 $902,536
05/21/2001 40,400 $89 .360 $3,610,144
05/22/2001 48,000 $87 .560 $4,202,880
05/22/2001 1,500 $88 .000 $132,000
05/22/2001 6,000 $88 .000 $528,000
05/22/2001 12,000 $87 .560 $1,050,720
05/23/2001 4,700 $86 .640 $407,20 8
05/23/2001 6,000 $85 .970 $515,820
05/23/2001 18,800 $86 .640 $1,628,832
05/23/2001 24,000 $85 .970 $2,063,280
05/24/2001 24,000 $85 .320 $2,047,680
05/24/2001 6,000 $85 .320 $511,920
05/25/2001 6,000 $85 .090 $510,540
05/25/2001 24,000 $85 .090 $2,042,160
05/29/2001 10,680 $86 .030 $918,800
05/29/2001 42,720 $86 .030 $3,675,202
05/30/2001 1,800 $85 .190 $153,342
05/30/2001 7,200 $85 .190 $613,368
05/31/2001 24,000 $84 .540 $2,028,960
05/31/2001 6,000 $84 .540 $507,240
06/01/2001 24,000 $85 .290 $2,046,960
06/01/2001 6,000 $85 .290 $511,740
06/04/2001 12,000 $86 .490 $1,037,880
06/04/2001 48,000 $86 .490 $4,151,520
06/05/2001 42,664 $83 .530 $3,563,724
38
Defendant Position Sale Date Shares Sol d Price Proceeds

06/05/2001 10,936 $86 .530 $946,292

06/05/2001 1,014 $86 .590 $87,802
06/06/2001 6,000 $85 .070 $510,420
06/07/2001 5,400 $84 .210 $454,734
06/08/2001 3,000 $83 .940 $251,820
06/08/2001 3,000 $84.250 $252,750
06/11/2001 6,000 $85 .090 $510,540
06/12/2001 6,000 $85 .280 $511,680
06/13/2001 6,000 $85 .260 $511,560
06/13/2001 6,000 $87 .000 $522,000
06/14/2001 3,000 $84.120 $252,360
06/14/2001 2,75 0 $83 .870 $230,64 3
1,056,264 $91,554,711

JAMIN Sr . VP 03/09/2001 7,500 $79 .000 $592,500

04/09/2001 2,500 $80.660 $201,650
05/18/2001 10,000 $89 .750 $897,50 0
20,000 $1,691,650

LAIDLAW Pres/COO 04/25/2001 15,000 $ 86 .040 $1,290,600

04/25/2001 5,000 $86 .040 $430,20 0
05/18/200 1 20,000 $89 .500 $1,790,000
40,000 $3,510,800

ORNSTEIN Sr. VP 03/12/2001 2,500 $77 .000 $192,500

03/12/2001 2,500 $77 .000 $192,500
03/12/2001 6,000 $77 .000 $462,00 0
03/12/200 1 15,000 $77 .000 $1,155,000
26,00 0 $2,002,000

WRIGHT Director 04/30/2001 100 $87 .570 $8,75 7

04/30/2001 80,700 $87 .500 $7,061,250
04/30/2001 4,300 $87 .550 $376,465
04/30/2001 1,20 0 $87 .510 $105,01 2
04/30/2001 600 $87 .530 $52,518
04/30/2001 900 $87 .590 $78,831
05/01/2001 1 $86 .690 $87
05/01/2001 11,455 $87 .500 $1,002,313
05/01/200 1 30,745 $87 .500 $2,690,188
130,001 $11,375,420

GRAND
TOTAL : 1,334,265 $115,298,80 2

39
 75 . Defendants' stock sales during the Class Period were highly suspicious i n

timing and amount . Defendants sold 22 times as much stock during the Class Perio d

than they sold in the five months after the Class Period and 30 times more than the y

sold the five months before the Class Period . While defendants sold only 45,000

shares in the five months before the Class Period, and 60,000 shares in the fiv e

months after the Class Period, defendants sold over 1.3 million shares of Hess stock

at record high prices for over $115 million during the five-month Class Period . A

comparison of the shares that defendants sold before and during the Class Perio d

follows :

Pre - Class Period Pre - Class Period Class Peri od Class Pe riod
(9/9/00 - 218/01) (9/9/00 - 2/8/01 ) (2/9/01 -7/11/01) (2/9/01 -7/11/01 )
(5 Months) (5 Months) (5 Months ) (5 Months) Net Chang e Net Change
Stock Sales Proceed s Stock Sales Proceeds Stock Sales Proceeds

Bernstein 500 $35,220 Bernstein 12,500 $1,037,01 1 + 12,000 + $1,001,791

Gartman 5,000 $367,50 0 Gartman 15,000 $1,242,14( + 10,000 + $874,640
Gelfand 0 $0 Gelfand 34,500 $2,885,07( + 34,500 + $2,885,070
Hess 0 $0 Hess 1,056,264 $91,554,71 1 + 1,056,264 + $91,554,71 1
Jamin 14,500 $1,046,875 Jamin 20,000 $1,691,65( + 5,500 + $644,775
Laidlaw 25,000 $1,868,75 0 Laidlaw 40,000 $3,510,80( + 15,000 + $1,642,050
Ornstein 0 $0 Ornstein 26,000 $2,002,00( + 26,000 + $2,002,000
Wright 0 $0 Wright 130,001 $11,375,42( + 130,001 + $130,001
Totals: 45,000 $3 , 318,345 Totals: 1,334,265 $115,298,80: + 1,289, 265 + $111,980,457

Post -Class Period Post -Class Period Class Period Class Period
(7/12/01-12/11/01) (7/12101-12/11/01 ) (2/9/01 -7/11/01) (2/9/01 -7/11/01 )
(5 Months) (5 Months) (5 Months) (5 Months) Net Change Net Change
Stock Sales Proceeds Stock Sales Proceeds Stock Sales Proceeds

Bernstein 0 $0 Bernstein 12,500 $1,037,01 1 + 12,500 + $1,037,01 1

Gartman 0 $0 Gartman 15,000 $1,242,14 ( + 15,000 + $1,242,14 0
Gelfand 0 $0 Gelfand 34,500 $2,885,07( + 34,500 + $2,885,07 0
Hess 0 $0 Hess 1,056,264 $91,554,71 1 + 1,056,264 + $91,554,71 1
Jamin 0 $0 Jamin 20,000 $1,691,65( + 20,000 + $1,691,65 0
Laidlaw 60,000 $4,563,000 Laidlaw 40,000 $3,510,80 C (20,000 ($1,052,20 0
Ornstein 0 $0 Ornstein 26,000 $2,002,00 ( + 26,000 + $2,002,00 0
Wright 0 $0 Wright 130,001 $11,375,42 C + 130,001 + $130,00 1
Totals : 60,000 $4, 563,000 Totals : 1,334, 265 $115, 298,805 + 1,274 , 265 + $110,735,80 2

76. Furthermore, the amount of stock defendants sold in relation to thei r

holdings is highly suspicious . Collectively, insiders sold an average of 49% of thei r

stock during the five-month Class Period as set forth below :

40
Amerada Hess Corp .
Summary of Insider Sales
Class Period : 2/9/01 - 7111/0 1

(a) (b) (c) (d ) ( e) (f) (g) (h)

(a) + (b) (c) + (d ) (f) / (e )

Stock Sales
Between
2/1 - 2/8/01 Class Class Percent o f
Common Vested Holdings Or CP Stock Period Period Holding s
Insider Stock (4) Options Sub-Total Sales (5) Holdings Stock Sales Proceeds Sol d

Bernstein (2) 2,901 20,500 23,401 12,500 35,901 12,500 $1,037,011 35 %

Gartman (2) 10,000 10,000 20,000 15,000 35,000 15,000 $1,242,140 43 %
Gelfand (2) 5,470 0 5,470 34,500 39,970 34,500 $2,885,070 86 %
Hess (2) 6,234,236 654,000 6,888,236 1,056,264 7,944,500 1,056,264 $91,554,711 13 %
Jamin(2) 4,000 8,000 12,000 20,000 32,000 20,000 $1,691,650 63 %
Laldlaw (2) 50,700 350,000 400,700 40,000 440,700 40,000 $3,510,800 9%
Ornstein (2) 8,000 26,000 34,000 26,000 60,000 26,000 $2,002,000 43 %
Wright (3) 4,745 0 4,745 130,001 134,746 130,001 $11,375,420 96 %
Totals: 8,722,817 1,334, 265 $115,298,802 49% (1 )

(1) 49% equals the average percent of shares sold for all defendants .
(2) Source : Form 4
(3) Source : 2001 Proxy and Form 4 . Calculation includes wife's holdings (14,057 shares) and stock sales .
(4) Does not Include shares held In escro w
(5) These transactions are added to the Sub -Total to compute total Class Period holdings .

77. All of defendants ' Class Period sales occurred during the period when

Hess stock was trading at historically high, even record-breaking levels and during th e

period when defendants knew that Hess was actively negotiating to acquire Triton fo r

at least $44 per share and were obligated to disclose these material facts and/or refrai n

from trading .

78 . In addition to those stock sales, John Hess received $2 .5 million in salary

and cash bonuses in 2001 ($1 million salary and $1 .5 million cash bonuses) .

Likewise, defendant Laidlaw received $2 .5 million in salary, cash bonuses and other

compensation in 2000 ($900,000 salary, $1 .5 million cash bonuses and $140,000 for

costs regarding his relocation to London and tax preparation) . As a director,

defendant Wright received an annual fee of $55,000 in addition to $75,000 for servin g

on the Executive Committee with John Hess . He also received $1,500 for each boar d

meeting attended .

41
 FIRST CLAIM FOR RELIE F

For Violation of §10 (b) of the 1934 Act

and Rule 10b-5 Against All Defendant s

79 . Plaintiff incorporates ¶¶1-78 by reference .

80. During the Class Period, defendants disseminated or approved the fals e

statements specified above, which they knew or recklessly disregarded wer e

misleading in that they contained misrepresentations and failed to disclose materia l

facts necessary in order to make the statements made, in light of the circumstance s

under which they were made, not misleading .

81 . Defendants violated § 10(b) of the 1934 Act and Rule I Ob-5 in that they:

(a) Employed devices, schemes, and artifices to defraud ;

(b) Made untrue statements of material facts or omitted to stat e

material facts necessary in order to make the statements made, in light of th e

circumstances under which they were made, not misleading ; or

(c) Engaged in acts, practices, and a course of business that operated

as a fraud or deceit upon plaintiff and others similarly situated in connection with their

purchases of Hess common stock during the Class Period .

82. Plaintiff and the Class have suffered damages in that, in reliance on th e

integrity of the market, they paid artificially inflated prices for Hess common stock .

Plaintiff and the Class would not have purchased Hess common stock at the price they

paid, or at all, if they had been aware that the market price had been artificially an d

42
falsely inflated by defendants' misleading statements and by their failure to disclos e

material information that they were under a legal duty to disclose and/or which was

necessary to make the statements they made not misleading .

83 . As a direct and proximate result of these defendants' wrongful conduct ,

plaintiff and the other members of the Class suffered damages in connection with their

purchases of Hess common stock during the Class Period .

SECOND CLAIM FOR RELIE F

For Violation of §20A of the 1934 Act

Against John Hess

84. Plaintiff incorporates by reference ¶¶1-83 above as if set forth full y

herein.

85 . Defendant John Hess was in possession of material, non-publi c

information about Hess at the time of his sales of over one million shares of his Hes s

common stock to plaintiff and members of the Class . By virtue of either hi s

participation in the scheme to defraud investors herein described, or his sales of stoc k

while in possession of material, non-public information about Hess, John Hes s

violated the 1934 Act and applicable rules and regulations thereunder .

86 . John Hess sold Hess stock contemporaneously with plaintiff Carpenters

Pension Trust for Southern California's purchase of Hess stock .

87 . Plaintiff and all other members of the Class who purchased shares o f

Hess common stock contemporaneously with John Hess' sales of Hess common stoc k

have suffered substantial damages in that, in reliance on the integrity of the market,
43
they paid artificially inflated prices for Hess common stock as a result of John Hess '

violations of the 1934 Act as herein described, and they would not have purchased

Hess stock at the prices they paid, or at all, if they had been aware that the marke t

value of Hess common stock had been artificially and falsely inflated by defendants '

misleading statements and omissions . At the time of the purchase by plaintiff, the fai r

and true market value of Hess common stock was substantially less than the price i t

paid.

THIRD CLAIM FOR RELIE F

Against Hess for Violation of

§20(a) of the 1934 Act

88 . Plaintiff incorporates by reference ¶¶1-88 above as if set forth full y

herein.

89. Hess controlled each of the Individual Defendants within the meaning o f

§20 of the 1934 Act .

90. By reason of such wrongful conduct, Hess is liable pursuant to §20(a) of

the 1934 Act. As a direct and proximate result of Hess' wrongful conduct, plaintiff

and the other members of the Class suffered damages in connection with thei r

purchases of the Company' s common stock.

CLASS ACTION ALLEGATION S

91 . Plaintiff brings this action as a class action pursuant to Rule 23 of th e

Federal Rules of Civil Procedure on behalf of all persons who purchased Hess

common stock (the "Class") on the open market during the Class Pe riod. Excluded
44
from the Class are defendants . The members of the Class are so numerous that joinde r

of all members is impracticable . The disposition of their claims in a class action wil l

provide substantial benefits to the parties and the Court . As of 6/30/01, Hess had

more than 89 .5 million shares of stock outstanding, owned by hundreds if not

thousands of persons .

92. There is a well-defined community of interest in the questions of law an d

fact involved in this case . Questions of law and fact common to the members of th e

Class which predominate over questions which may affect individual Class member s

include :

(a) Whether the 1934 Act was violated by defendants ;

(b) Whether defendants omitted and/or misrepresented material facts ;

(c) Whether defendants' statements omitted material facts necessary t o

make the statements made, in light of the circumstances under which they were made ,

not misleading ;

(d) Whether defendants knew or recklessly disregarded that thei r

statements and omissions were false and misleading ;

(e) Whether the price of Hess common stock was artificially inflated;

and

(f) The extent of damage sustained by Class members and th e

appropriate measure of damages .

45
 93 . Plaintiff's claims are typical of those of the Class because plaintiff an d

the Class sustained damages from defendants' wrongful conduct .

94. Plaintiff will adequately protect the interests of the Class and has retained

counsel who are experienced in class action securities litigation . Plaintiff has n o

interests which conflict with those of the Class .

95 . A class action is superior to other available methods for the fair an d

efficient adjudication of this controversy .

PRAYER FOR RELIEF

WHEREFORE, plaintiff prays for judgment as follows :

A . Declaring this action to be a proper class action pursuant to Rule 23 of

the Federal Rules of Civil Procedure ;

B. Awarding plaintiff and the members of the Class compensatory damages ;

C. Awarding plaintiff and the members of the Class pre judgment and post-

judgment interest, as well as their reasonable attorneys' fees, expert witness fees and

other costs;

D . Awarding preliminary and permanent injunctive relief in favor o f

plaintiff and the Class against defendants, their agents and all persons acting under, i n

concert with, or for them, including an accounting of and the imposition of a

constructive trust and/or an asset freeze on defendants' insider trading proceeds ;

E. Ordering an accounting of defendants' insider-trading proceeds ;

F. Ordering disgorgement of defendants' insider-trading proceeds ;

46
 G. Awarding restitution of investors' monies of which they were defrauded ;

H. Awarding other extraordinary, equitable and/or injunctive relief a s

permitted by law, equity and/or the federal statutory provisions sued hereunder ,

pursuant to Rules 64 and 65 and any appropriate state law remedies to assure that th e

Class has an effective remedy; and

1. Awarding such other relief as this Court may deem just and proper .

JURY DEMAN D

Plaintiff demands a trial by jury .

DATED : June 28, 2005 COHN LIFLAND PEARLMAN

HERRMANN & KNOPF LLP
PETER S . PEARLMAN
Federal r. #PP841 6

ETER S .

Park 80 Plaza West-One

Saddle Brook, NJ 07663
Telephone: 201/845-960 0

Liaison Counse l

LERACH COUGHLIN STOIA GELLER

RUDMAN & ROBBINS LL P
WILLIAM S . LERACH
ARTHUR C . LEAHY
AMBER L. ECK
RAY A . MANDLEKAR
401 B Street, Suite 1600
San Diego , CA 92101
Telephone : 619/231-1058

Lead Counsel for Plaintiffs

47
 DeCARLO, CONNOR & SELVO
JOHN T. DeCARLO
533 South Fremont Avenue, 9th Floor
Los Angeles, CA 90071-1706
Telephone : 213/488-4100
213/488-4180 (fax)

Attorneys for Plaintiffs

S :\CasesSD\Amerada Hess\Cpt First Amended-corrected .doc

48
EX HIBIT 1
 .Ti

CARPENTERS PENSION TRUST FOR SOUTHERN CALIFORNI A

("Plaintiff') declares:
1 . Plaintiff has reviewed a complaint and authorized its filing .
2 . Plaintiff did not acquire the security that is the subject of this actio n
at the direction of plaintiffs counsel or in order to participate in this privat e
action or any other litigation under the federal securities laws .
3 . Plaintiff is willing to serve as a representative party on behalf of the
class, including providing testimony at deposition and trial, if necessary .
4. Plaintiff has made the following transaction(s) during the Clas s
Period in the securities that are the subject of this action :

Securi Transaction Date Price Per Shar e

See attached Schedule A.

5 . During the three years prior to the date of this Certificate, Plaintif f
has not sought to serve or served as a representative party for a class in an action
filed under the federal securities laws except as detailed below :
Pipefitters Local 522 & 633 Pension Trust Fund v. JDS Uniphase Corporation,
et al., No . C-02-1486-CW (N.D. Cal.)
Pierce v. Morris, et al., No 4 :03-CV-026-Y (N .D. Tex.)

6 . The Plaintiff will not accept any payment for serving as a

representative party on behalf of the class beyond the Plaintiff s pro rata shar e
of any recovery, except such reasonable costs and expenses (including los t

AMERADA HESS
wages) directly relating to the representation of the class as ordered or approved
by the court.
I declare under penalty of perjury that the foregoing is true and correct .
Executed this'. 25th day of march , 2003 .

CARPENTERS PENSION TRUST FOR

SOUTHE CALIFORNIA

By:_
Do( las','J . McCarron
Its : Chairma n

-2- AMERADA HESS

 SCHEDULE A

SECURITIES TRANSACTION S

Acquisitions

Date Type/Amount of
Acguire d Securities Acquired Pric e

06/13/200 1 2,100 $85 .42

Sales

Date Type/Amount of
Sol d Securities Sold Price

05/02/2001 800 $83.04

05/04/2001 1,000 $82 .70
05/07/2001 300 $82.65
05/07/2001 1,100 $82 .8 1

Opening position : 9,700 shares as of 218/2001