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1
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ORDER
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EXTRACTED KEY WORDS
DEFENDANTS ATTORNEYS EXPENSES PARENTS SUBSIDIARIES AFFILIATES OFFICERS KHEREAS NEGOTIATIONS FEES AMOUNT BANKERS TRUSTEES DIRECTORS EMPLOYEES AGENTS REPRESENTATIVES ADMINISTRATORS SUCCESSORS LAW FACTS MERGER RELATING TRANSACTIONS OCCURRENCES FIDUC OBLIGATIONS FOREGOING ACCOUNTANTS |
.IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE I:l(C COMMUNICATIONS, INC. CONSOLIDATED
SHAREHOLDERS LITIGATION C.A. No. X7324-NC/~
-___---- - -
JOHN D. CRAWFORD, et al.,
Plaintiffs,
C.A. No. I.`7 334-NC
V.
CINCINNATI BELL, INC., e-t al.,
Defendants.
ORDER
- -
WHEREAS, the parties have stipulated to the dismissal
of the above-captioned actions on the ground that they have
become moot; and
KHEREAS, plaintiffs and defendants have engaged in
arm's-length negotiations to Icompromise plaintiffs' claim for
attorneys' fees and expenses and, in resolutio:n of plaintiffs'
claim, Cincinnati. Bell Inc. ("CBI") has agreed to pay to
plaintiffs' counsel attorneys' fees in t:he amount of $490,000
and expenses in the amount of $75,000 solely -to eliminate the
burden, expense, inconvenience, and distraction of continued
litigation over plaintiffs' claim for attorneys' fees and
expenses; and
KHEREAS, due notice of the proposed dismissal of the
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2
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STIPULATION AND ORDER RE: PROPOSED DISMISSAL
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EXTRACTED KEY WORDS
PLAINTIFFS MERGER AGREEMENT DEFENDANTS ATTORNEYS DISMISSING DIRECTORS DISCLOSURE SHAREHOLDERS CBI COURT CONSOL STOCKHOLDERS FEES EXPENSES COUNSEL CRAWFORD ACTION WILMINGTON CINCINNATI BELL IVORY BREACHES VOTE ROSENTHALL MOOT MONHAIT AFFILIATES PARTNERS REARGUMENT EXHIBIT |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE 76
IN AND FOR NEW CASTLE COUNTY
IN RE IXC COMMUNICATIONS, INC. ) CONSOLIDATED
SHAREHOLDERS LITIGATION 1 C.A. No. 17324-NC
)1
JOHN D. CRAWFORD, et al., 1)
Plaintiffs, ))
V. )
)
CINCINNATI BELL INC., et al., )1
Defendants. 1
STIPULATION AND ORDER RE: PROPOSED DISMISSAL 2;::. z
4
The parties hereto stipulate and agree as follows:
1. Five purported class action lawsuits were filed
against IXC Communications, Inc. (,,IXC#), certain present and
former members of the board of directors of IXC, Cincinnati Bell
Inc. (",,I"), and Ivory Merger, Inc. ("Ivory") challenging the
merger among IXC, CBI, and Ivory (the "Merger") pursuant to a
merger agreement dated July 20, 1999 (the "Merger Agreement")
and the disclosures related thereto.
2. Pursuant to a Court Order dated September 9,
1999, four of the lawsuits were consolidated in an action styled
In re IXC Communications, Inc. Shareholders Litiq., Consol. C.A.
No. 17324 (the "Consolidated Action"). The remaining lawsuit is
styled Crawford, et al. v. Cincinnati Bell Inc., et al., C.A.
No. 17334 (the "Crawford Action"). Pursuant to the September 9,
1999 Order, the Consolidated Action and Crawford Action were
coordinated for pretrial proceedings. The Consolidated Action
SNIPPETS:
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3
.
MEMORANDUM OPINION
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EXTRACTED KEY WORDS
IXC MERGER COURT PLAINTIFFS AGREEMENT VOTE DEFENDANTS GEPT FACTS DELAWARE YORK COMMUNICATIONS CBI PROVISION JUDGEMENT MATERIALS TERMINATION FEE PROPOSED MERGER PRELIMINARY INJUNCTION TRANSACTION DIRECTORS BUSINESS JUDGMENT VOTE-BUYING ARRANGEMENT PROXY MATERIALS ALLEGATIONS WILMINGTON ABBEY GARDY ATTORNEYS |
OCT-28-1999 THU 09:22 AM CHANCERY COURT CHAMBERS FAX NO, 302739617$,
.q+y:, g'
`/'.
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE IXC COMMUNICATIONS, INC. )
SHAREHOLDERS LITIGATION 1 CONSOLIDATED,/
> C.A. No. 17324 4
---__--__-II------__--~~----~------*-eww-Y-s-r----- >
JOHN D. CRAWFORD, et al., >
Plaintiffs, >>
V. > C.A. No. 17334
>
CINCINNATI BELL, INC., et. al., >
Dcfmdants. 1
Submitted: October 20, 1999
Decided: October 27, 1999
Stephen E. Jenkins, Richard D. Hcins and Philip Trainer, Jr. of Ashby & &ddes, Wilmington,
Delaware; Joseph A. Rosenthal, Norman M. Monhait of Rosenthal, Monhajt, Gross & Goddess,
Wilmington, Delaware. OF COUNSEL: Lester L, Levy and Chet B. Waldman of Wolr Popper,
New York, New York; Arthur N. Abbey and Karin E. II-is& of Abbey Gardy & Squjijeri, New
York, New York. Attorneys for PlaintiCf in C.A. No, 17334.
Thomas A. Beck, Daniel A. Dreisbach, Robert J. Steam, Jr., Srinivas M. Raju, Peter
and James Tobia of Richards, Layton & Finger, Wilmington, Delaware.
Defendants KC Communicalions, Inc.<, Wolfe Il. I3ragin, Joe C. Culp, Carl W'. McKinzie, Ralph
J. Swctt, Phillip L. Williams, Benjamn L. Scott: Richard Dirwin and 3011~ M, Zrno.
Marlin P. `Tully, Jon E, Abrasnczyk, and Christopher F. Carlton of Morris, Nichols,
Tunrtell, Wilmin~on, Delaware. OF COUNSEL: John Bccrbower of Cravath, Swaine &
Moore, New York, New York, Attorneys for Ivory Merger, Inc.
STEELE, V.C.
@CT-28-1999 THU 09:22 AM CHANCERY COURT CHAMBERS FAX NC. 3027396179
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4
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JOINT REPLY BRIEF OF PLAINTIFFS IN SUPPORT OF THEIR MOTIONS
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EXTRACTED KEY WORDS
DEFENDANTS MERGER IXC COURT MERGER AGREEMENT CBI VOTE BUYING PRELIMINARV STOCKHOLDERS GEPT DIRECTORS DEL SHAREHOLDERS TRANSACTION TERMINATION FEES FIDUCIARY DUTIES INJUNCTION NO-TALK PROVISION SCHREIBER ATTORNEYS ABBEY GARDY IRREPARABLE HARM CALCULATION REASONABLENESS GEPT STOCK PURCHASE LLP ILLEGAL VOTE BUYING ENTERPRISE ACCORDING |
REDACTED - FOR PUBLIC INSPECTION
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE IXC COMMUNICATIONS, INC. CONSOLIDATED
SHAREHOLDERS LITIGATION ,'
C.A. No. I7324-NC J
1
__________________--------------------------------------
JOHN D. CRAWFORD, et al., i
Plaintiffs, i
C.A. No. I7334-NC
V. ;
1
CINCINNATI BELL, INC., ef al., FILED UNDER SEAL
;
Defendants. 1
JOINT REPLY BRIEF OF PLAINTIFFS
IN C.A. NOS. 17324 AND 17334
IN SUPPORT OF THEIR MOTIONS
FOR A PRELIMINARY INJUNCTION
ROSENTHAL MONHAIT, GROSS & GODDESS ASHBY & GEDDES
Joseph A. Rosenthal Stephen E. Jenkins
Norman M. Monhait Richard D. Heins
Mellon Bank Center, Suite 1401 Philip Trainer, Jr.
Wilmington. DE 19801 One Rodney Square
(302) 656-4433 P.O. Box 1150
Wilmington, DE 19899
WOLF POPPER LLP (302) 654- 1888
Lester L. Levy
Chet B. Waldman Attorneys for Plaintiffs in C.A.
845 Third Avenue
New York, NY 10022
(212) 759-4600
ABBEY GARDY & SQUITIERI. LLP
.Arthur N. Abbey
Karin E. Fisch
2 12 E. 39'h Street
New York, NY 10016
(`2 12) 889-3700
Attorneys for Plaintiffs in Cons. C.A. No. 17324
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5
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PLAINTIFFS OPPOSITION TO MOTION TO DISQUALIFY AND RESPONSE TO OPPOSITION TO MOTION FOR ADMISSION PRO HAC VICE
|
EXTRACTED KEY WORDS
IXC REPRESENTATION DEFENDANTS MOTION KAHLE MATTER ECLIPSE SUBSIDIARIES PLAINTIFFS COURT LAW FIRM LAWYER LITIGATION CLIENT PARENT KAHLE AFF CHOPEK MOORE NLD ADMISSION PRO PRO HAT VICE ATTORNEYS CRAWFORD STOCKHOLDER DELAWARE ADVERSE BROOKLYN YARD INFOTECHNOLOGV |
/l
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE !,"
IN AND FOR NEW CASTLE COUNTY
IN RE IXC COMMUNICATIONS, INC. > C O N S O L I D A T E D
SHAREHOLDERS LITIGATION > C.A. No. 17324-NC J/
>
__I____--_---_------__________________I_---------------- >
JOHN D. CRAWFORD, et al., >
>
Plaintiffs, >
> C.A. No. 17334-NC
v. >
CINCINNATI BELL, INC., et al.,
Defendants.
PLAINTIFFS' OPPOSITION TO DEFENDANTS'
MOTION TO DISQUALIFY AND RESPONSE TO OPPOSITION
TO MOTION FOR ADMISSION PRO HAC VICE
On September 13,1999, plaintiffs in C.A. No. 17334 moved for the admission pro hat
aof Douglas C. Kahle, Esquire and Michael E. Moore, Esquire both of whom are members of
the Virgini,a Bar and attorneys at the law firm of Pender & Coward (P&C). Defendant IXC
Commu.nications, Inc. ("IXC") has opposed the motions for admission pro hat vice and has
moved to disqualify Messrs. Kahle and Moore on the grounds that P&C represents IXC in a
pending unrelated matter, and, that, therefore, Messrs. Kahle and Moore are ethically prohibited
from representing the plaintiffs here against IXC. ' Defendants' motion to disqualify is based on
a misunderstanding of both the facts and the law.
I Defendants' Opposition To Plaintiffs' Motion For Admission Pro Hat Vice And
Defendants' Motion To Disqualify are together referred to as the ("Motion to Disqualify").
SNIPPETS:
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6
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COMPLAINT
|
EXTRACTED KEY WORDS
MEMBERS DEFENDANTS IXC SHARES PENSION TRUST MERGER CINCINNATI BELL COMMON COMMON STOCK FIDUCIARY DUTIES COURT BRAGIN LAW VOTE ACTS TRANSACTION DAMAGES ADEQUATE ADJUDICATIONS INJUNCTIVE RELIEF CASH CONSUMMATE RICHARD COMMUNICATIONS DIRECTORS PROPER OUTSTANDING SHAREHOLDERS HOLDERS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
DR. MARK GROSS,
Plaintiff,
- against - Civil Action No. ;
,._,I / (. .j
BENJAMIN L. SCOTT, RALPH J. `, i i
4 ,. -
SWETT, RICHARD P. IRWIN, WOLFE H.
BRAGIN, CARL W. McKINZIE, PHILLIP
L. WILLIAMS, JOE C. CULP, and IXC
COMMUNICATIONS CORP.,
Defendants.
COMPLAINT
Plaintiff, by his attorneys, alleges the following upon information and belief,
except for those allegations which pertain to plaintiff, which allegations are based upon
personal knowledge:
THE PARTIES
1. Plaintiff Dr. Mark Gross is and at all relevant times was the owner of
shares of the common stock of IXC Communications Corp. ("IXC" or the "Company").
2. IXC is a corporation organized and existing under the laws of the State
of Delaware. IXC provides data and voice telecommunications transmission services. The
Company owns and operates a coast-to-coast digital communications network, as well as owns
long distance switches and ATM-frame relay switches. Customers include wireless
companies, cable television providers, other long distance companies, Internet service
providers, and government agencies.
3. Defendant Benjamin L. Scott ("Scott") is Chairman of the Board of
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7
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AMENDED COMPLAINT
|
EXTRACTED KEY WORDS
IXC DEFENDANTS STOCK MEMBERS PLAINTIFF SHARES MERGER SHAREHOLDERS TRUST PENSION COMMON STOCK INDIVIDUAL DEFENDANTS REPRESENTING BRAGIN FIDUCIARY DUTIES VOTE PRICE TRANSACTION MERGER AGREEMENT SUFFER ACQUIESCENCE PUBLIC SHAREHOLDERS DECLINE IXC COMMUNICATIONS DIRECTORS BREACH OUTSTANDING DAMAGES PROTECT |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
DR. MARK GROSS,
Plaintiff,
-. against - C.A. No. 1732!4-NC
BENJAMIN I,. SCOTT, RALPH J.
SWETT, RICHARD P. IRWIN, WOL,FE H.
BRAGIN, CARL W. McKINZIE, PHILLIP
L. WILLIAMS, JOE C. CULP, JOHN
ZRNO, IXC COMMUNICATIONS lNC.,
and CINCINNATI BELL, INC.
Defendants.
AMENDED COMPLAINT
- - -
Plaintiff alleges the following upon information and belief, except for those
allegations which pertain to plaintiff, which allegations are based upon personal knowledge:
THE PARTIES
1. Plainti.ff is and at all relevant times was the owner of' shares
common stock of IXC Communications Inc. ("IXC" or the "Company").
2. IXC is a corporation organized and existing under the laws of
of Delaware. IXC provides data and voice telecommunications transmission services. The
Company owns and operates a coast-to-coast digital communications network, and owns long
distance switches and ATM-frame relay switches. Customers include wirel!ess companies,
cable television providers, other long distance companies, Internet service providers, and
government agencies.
lhcif: 1032 17 Vcrk I 9730:0194
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