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1
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FINAL ORDER AND JUDGMENT
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EXTRACTED KEY WORDS
AGREEMENT MEMBERS COURT STIPULATION REPRESENTATIVES PLAINTIFFS HEREBY DIRECTORS SALE AGREEMENT RELEASEES LLCS LIBERTY CHANCERY RULES MERGER DEFENDANTS ADEQUATE LAURIE LLCS SETTLEMENT HEARING SCHEDULING ACCORDANCE PARTIES ATTORNEYS LAW ASCENT ASSERTING ADMINISTRATORS JUDGEMENT ASSETS DISCHARGE |
IN THE COURT OF CHANCERY OF THE STATE, OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE ASCENT ENTERTAINMENT GROUP, t Civil Action No. 172
INC. SHAREHOLDERS LITIGATION ) ,7`cJ&/ FL:
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FINAL ORDER AND JUDGMENT
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A hearing having been held before the Court Iof Chancery (the "Cot&) on
December 18, 2000 (the "Settlement Hearing"), pursuant to the Court's Order of October 12,
2000 (the "Scheduling Order"), upon an Amended Stipulation of Settlement dated September
20, 2000 (the "Stipulation") in the above-captioned actions (the "Actions"); it appearing that
due notice of the Settlement Hearing has been given in accordance with the Scheduling
Order; the respective parties having appeared by their attorneys of record; the Court having
heard and considered evidence in support of the proposed settlement (the "Settlement"); the
attorneys for the respective parties having been heard; opportunity to be heard having been
given to all other persons requesting to be heard in accordzmce with the Scheduling Order;
the Court having determined that notice to the members of the IClass (as defined below)
preliminarily certified in the Actions, pursuant to the aforesaid 13cheduling Order, was
adequate and sufficient; and the entire matter of the proposed Settlement having been heard
and considered by the Court;
6@/-
IT IS HEREBY ORDERED, ADJUDGED, AND1 DECREED thi `2 day
of December, 2000, that:
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2
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AMENDED STIPULATION OF SETTLEMENT
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EXTRACTED KEY WORDS
SETTLEMENT STIPULATION SPORTS BUSINESSES LLCS LAURIE COURT AGREEMENT PARTIES DEFENDANTS ATTORNEYS SALE AGREEMENT PLAINTIFFS COUNSEL STURM LIBERTY MERGER AGREEMENT ASSETS ASCENT BOARD PARAGRAPH EPL DENVER NUGGETS AVALANCHE PARTIES HERETO ABOVE-CAPTIONED CIVIL ACTIONS DEFENDANT ASCENT ENTERTAINMENT STRATEGIC ALTERNATIVES STURM PURCHASERS DIRECTORS LIBERTY MEDIA REPRESENTATIVES |
YN THE COURT OF CHANCERY OF THE STATE OF DELAWARE '
IN AND FOR NEW CASTLE COUNTY ' 1
:. -- -
IN RE ASCENT ENTERTAINMENT GROUP, ; Civil Action No. 17201 NO- i
INC. SHAREHOLDERS LITIGATION 1
AMEN:DED STIPULATION OF SETTLEMENT
The parties named in the above-captioned civil actions (the "Actions"), and
nonparties EPL, LLC, EPL II, LLC, EPL III, LLC and EPL IV, LLC (the "Laurie LLCs"),
by and through their undersigned attorneys, have entered into the following Amended
Stipulation of Settlement (the: "Stipulation"), to provide for the settlement of the Actions (the
"Settlement"), subject to the approval of the Court:
WHEREAS:
A. In 1997, Defendant Ascent Entertainment Group, Inc. ("Ascent" or the
"Company") began exploring, as one strategic alternative, the possibility of selling its sports
entertainment businesses (the "Sports Businesses" or the "Assets"). The Sports Businesses
include the Company's interests in the Denver Nuggets NBA franchise, the Colorado
Avalanche NHL franchise and the Pepsi Center, which was constructed by the Company and
now is the home arena for the Nuggets and the Avalanche. The Company's other assets
include its 57% interest in On Command Corporation, a publicly traded subsidiary that is a
leading provider of in-room on-demand entertainment and information services to the
domestic lodging industry, and include the Company's Ascent Network Services division,
which is the primary provider of satellite distribution support services that link the National
Broadcasting Company television network with 181 of its affiliated stations nationwide.
B. Ascent retained the investment banking firm Allen & Company
Incorporated ("Allen & Co.") to assist and advise it in connection with such efforts, and by
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3
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STIPULATION OF SETTLEMENT
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EXTRACTED KEY WORDS
SETTLEMENT STIPULATION LAURIE LLCS COURT SPORTS BUSINESSES AGREEMENT PARTIES DEFENDANTS ATTORNEYS PLAINTIFFS SALE AGREEMENT COUNSEL STURM AGREEMENT INVESTMENT ASCENT BOARD PARAGRAPH EPL PARTIES HERETO EXPENSES SHAREHOLDERS PURSUANT CHANCERY ABOVE-CAPTIONED CIVIL ACTIONS ASCENT ENTERTAINMENT GROUP DENVER NUGGETS NBA COLORADO AVALANCHE NHL DIRECTORS JUDGEMENT |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY 7
>
IN l-U? ASCENT ENTERTAINMENT GROUP, ) Civil Action No. 172OlNC
INC. SHAREHOLDERS LITIGATION >)
. . -.-
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STIPULATION OF SETTLEMENT
The parties named in the above-captioned civil actions (the "Actions"), and
nonparties EPL, LLC, EPL II, LLC, EPL III, LLC and EPL IV, LLC (the "Laurie LLCs"), by
and through their undersigned attorneys, have entered into the following Stipulation of
Settlement (the "Stipulation"), to provide for the settlement of the Actions (the "Settlement"),
subject to the approval of the Court:
WHEREAS:
A. Since 1997, Defendant Ascent Entertainment Group, Inc. ("Ascent" or the
"Company") has been exploring, as one strategic alternative, the possibility of selling its sports
entertainment businesses (the "Sports Businesses" or the "Assets"). The Sports Businesses
consist of the Denver Nuggets NBA franchise, the Colorado Avalanche NHL franchise and the
Pepsi Center, which will serve as the home arena for the Nuggets and the Avalanche. Ascent
retained the investment banking firm Allen & Company Incorporated ("Allen & Co.") to assist
and advise it in connection with such efforts.
B. By March 1999, as a result of these and other efforts, Ascent had entered
into confidentiality arrangements with various potential purchasers.
C. One potential purchasing group consisted of certain of the Laurie LLCs,
which are controlled by Defendants William J. and Nancy W. Laurie (the "Lauries").
D. In or about January 1999, Defendant Charles Lyons, then Ascent's
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4
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COMPLAINT
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EXTRACTED KEY WORDS
ASCENT TRANSACTION LYONS PLAINTIFF ASSETS PRICE ENTERTAINMENT BARTON PROPOSED TRANSACTION PRESIDENT LAURIE SHAREHOLDERS STOCKHOLDERS SELF-DEALING TRANSACTION UNFAIR PEPSI DIRECTORS INDIVIDUAL DEFENDANTS SPORTS FRANCHISES INTER ALIA CHIEF EXECUTIVE OFFICER DEFENDANT CHARLES LYONS LIBERTY MEDIA AVALANCHE FIDUCIARY DUTIES PETER BARTON UNDERSIGNED ATTORNEYS PERSONAL KNOWLEDGE GROSSLY UNFAIR PRICES |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
X
---------____----___-------------------------------------
TISHREI TRADING, On Behalf Of Itself :
And All Others Similarly Situated, ::
Plaintiff, ::
V. : Civil Action No.
:
CHARLES LYONS, PAUL GOULD, :
CHARLES M. LILLIS, JAMES A. :
CRONIN, III, CHARLES M. NEINAS, :
PETER BARTON, WILLIAM J. LAURIE :
and NANCY W. LAURIE, ::
Defendants. ::
and :..
ASCENT ENTERTAINMENT :
GROUP INC., ::
Nominal Defendant. :
---__-------_-----_------------------------------------- X
COMPLAINT
Plaintiff, by its undersigned attorneys, for its complaint against
defendants, alleges the following upon information and belief, except as to itself,
which is alleged upon personal knowledge. Plaintiff's information and belief is based
upon, inter alia, the investigation conducted by plaintiff's counsel.
NATURE OF THE ACTION
1. This action concerns a plan and scheme conceived and carried out
by the Chairman of the Board, Chief Executive Officer and President of Ascent
Entertainment Group, Inc. ("Ascent" or the "Company"), defendant Charles Lyons
("Lyons") to enrich himself at the expense of the Company and its stockholders by
perpetrating a self-dealing transaction in which he and others affiliated with him will
acquire a large portion of the Company's assets at grossly unfair prices, and without a
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