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1
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ORDER AND FINAL JUDGMENT
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EXTRACTED KEY WORDS
SETTLEMENT STIPULATION PARTIES REPRESENTATIVES MEMBERS RELEASING JUDGEMENT LAW HEREBY CHANCERY RULE SCHEDULING PROVISIONS ACCORDANCE DETERMINATION DIRECTORS ATTORNEYS EVIDENCE ADEQUATE PURSUANT MATTER FACTS DEFENDANTS LIABILITY RIGHTS SUSPECT PROCEEDING UNKNOWN TRANSACTIONS DELAWARE |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR KEW CASTLE COUNTY
IN RE SPELLING ENTERTAINMENT 1
GROUP, INC. SHAREHOLDERS ) Consol. CA. No. 17024-NC
LITIGATION > / .
s -
ORDER AND FINAL JUDGMENT
- - c2
-4
A hearing having been held before the Court on November 30, 2006:pursuant to the
Court's Order of September 29,200O (the "Scheduling Order"), upon the Stipulation and Agreement
of Compromise, Settlement and Release submitted September 27, 2000 (the "Stipulation"), of the
above-captioned consolidated class action (the "Action"), which is incorporated herein by reference;
it appearing that clue notice of said hearing has been given in accordance with the aforesaid
Schedu1in.g Order; the respective parties having appeared by their attorneys of record; the Court
having heard and considered evidence in s:upport of the proposed settlement (as defined in the
Stipulation); the attorneys for the respective parties having been heard; an opportunity to be heard
having been given to all other persons requesting to be heard in accordance with the Scheduling
Order; the Court having determined that the Notice of Pendency of Class Action, Temporary and
Proposed Class Action Determination, Adequacy of Representation Determination, Proposed
Settlement of Class Action, Settlement Hearing, and Right to Appear (the "Notice"), pursuant to the
Scheduling Order, was adequate and sufficient; and the entire matter of the proposed Settlement
having been heard and considered by the Court;
IT IS HEREBY ORDERED, ADJUDGED AND DECREED this
November, 2000, as follows:
1. The Court adopts and incorporates the definitions in the Stipulation for
purposes of this Order and Final Judgment.
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2
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STIPULATION AND AGREEMENT OF COMPROMISE SETTLEMENT AND RELEASE
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EXTRACTED KEY WORDS
VIACOM DEFENDANTS SETTLEMENT PARTIES COURT STIPULATION AGREEMENT REPRESENTATIVES ENTERTAINMENT SPECIAL COMMITTEE DELAWARE ATTORNEYS MUETHING CLASS COUNSEL MERGER AGREEMENT PROPOSALS DIRECTORS TELEVISION WILLIAM HABER CONSOLIDATE DELAWARE CORPORATION PLAINTIFFS FINANCIAL ADVISOR SKADDEN ARPS SPELLING BOARD RECOMMEND TRANSACTION CALIFORNIA SUBSIDIARIES |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE SPELLING ENTERTAINMENT
GROUP, INC. SHAREHOLDERS onsol. C.A. No. 17024-NC
LITIGATION 1
STIPULATION AND AGREEMENT _
OF COMPROMISE, SETTLEMENT AND RELEASE :` 2
The parties to the above-captioned consolidated civil action, by and through their
respective attorneys, have entered into the following Stipulation and Agreement of Compromise,
Settlement and Release (the "St:ipulation"), subject to the approval of the Court of Chancery of
State of Delaware (the "Court"):
The Parties
A. Defendant Spelling Entertainment Group, Inc. ("Spelling" or the
"Company") is a Delaware corporation with its principal executive offices in Los Angeles,
California. Spelling is a holding company with subsidiaries that develop, produce and distribute
television shows, movies, mini series and license entertainment rights.
B. Defendant Viacom Inc. ("Viacorn") is a Delaware corporation with its
principal executive offices in New York, New York.
C. Defendants Sumner Redstone, Aaron Spelling, Philippe P. Dauman, Thomas
E. Dooley, William Haber and John L. Muething were directors of Spelling during the period
relevant to this action.
Background
D. Viacom acquired Paramount Communications Inc. ("Paramount") in July
1994 and Blockbuster Entertainment Corporation ("Blockbuster") in September 1994. Viacom
acquired an indirect controlling interest in Spelling through its acquisition of Blockbuster, which
that time owned approximately `75% of Spelling's shares.
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3
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COMPLAINT
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EXTRACTED KEY WORDS
DEFENDANTS PLAINTIFF VIACOM SHAREHOLDERS TRANSACTION MEMBERS COMMON STOCK REDSTONE CONTROLLING SHARES FIDUCIARY DUTIES ADEQUATE PROPOSED TRANSACTION REPRESENTATION EXECUTIVE OFFICER CHAIRMAN REASONS PUBLIC STOCKHOLDERS DAMAGES PROTECT INDEPENDENT REPRESENTATION UNFAIR BUSINESSES BREACHING SPELLING ENTERTAINMENT GROUP ALLEGES COMMON STOCK OUTSTANDING CHIEF AFFECTING |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
-----_----------------------------------------------------------------X
FRED T. ISQUITH, on behalf of himself and all : Civil Action No.
others similarly situated,
Plaintiff,
CLASS ACTION COMPLAINT
V.
SPELLING ENTERTAINMENT GROUP INC.,
SUMNER REDSTONE, AARON SPELLING,
PHILIPPE P. DOUMAN, THOMAS E. DOOLEY,
WILLIAM HABER, JOHN L. MUETHING and
VIACOM, INC.
Defendants.
---------------_------------------------------------------------------x
Plaintiff, by his attorneys, alleges upon information and belief es$cept
with respect to his ownership of Spelling Entertainment Group Inc. ("Sp&(@tg't@ the
`.
"Company") common stock, and his suitability to serve as a class representative,
which is alleged upon personal knowledge, as follows:
PARTIES
1. Plaintiff is the owner of shares of defendant Spelling.
2. Spelling Entertainment Group Inc. is a Delaware corporation with
executive offices at 5700 Wilshire Boulevard, Los Angeles, California 90036. Spelling
is a holding company with subsidiaries which develop, produce and distribute television
shows, moves and mini series; produce interactive video games and feature films; and
license certain entertainment rights. As of November 11, 1998, Spelling had
approximately 92,954,681 shares of common stock outstanding.
3. Defendant Sumner H. Redstone has been Chairman of the Board
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