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1
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FINAL ORDER AND JUDGMENT
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EXTRACTED KEY WORDS
JUDGEMENT COURT CHANCERY CIVIL COMMUNICATIONS AZZAR AMOUNTS DELAWARE CASTLE COUNTY DEFENDANTS RONALD HAAN DISTANCE COMMUNICATIONS ONCOR COMMUNICATIONS PLAINTIFFS BOMARKO JAMES MICHAEL BRUCE AZZAR EXTRUSIONS DIVISION AGGREGATE DAMAGE AWARD COMMENCING ENTRY REGISTER FORTHWITH SUPERIOR COURT BOOKS INDICES ACCORDANCE DECEMBE |
;
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
BOMARKO, INC., et al., >
>
Petitioners, >
V . > C.A. No: 13052 !/
>
INTERNATIONAL TELECHARGE, >
INC., >
>
Respondent. >
>
>
BOMARKO, INC., et al., >
>
Plaintiffs, >
>
V . > C.A. No: 14727
>
RONALD J. HAAN, et al., >
>
Defendants. >
FINAL ORDER AND JUDGMENT
IT IS HEREBY ORDERED, ADJUDGED AND DECREED as follows:
1. For the reasons explained in this Court's Opinion dated November 4,
1999, and revised on November 16, 1999, defendants in Civil Action No. 14727,
Ronald J. Haan, Long Distance Communications, Inc. and Oncor Communications,
Inc. (the "Defendants"), are jointly and severally liable to the plaintiffs in Civil
Action No. 14727, Bomarko, Inc., James D. Azzar, Michael Bruce Azzar and
Extrusions Division, Inc. (the "Plaintiffs"), in the aggregate, for damages and
interest in the following amounts:
7487.2\102794vl
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2
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OPINION (REVISED)
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EXTRACTED KEY WORDS
HAAN PLAINTIFFS ADJUSTMENT DEFENDANTS FIDUCIARY DUTY MERGER SHARES CONTROL AMOUNT COMPARABLE COMPANIES AGREEMENT WILTEL ESQUIRE FIDUCIARY DUTY ACTION PAY PHONES GROWTH DELAWARE BREACH ITI DAMAGES TELEPHONE SERVICES ACCOUNT WARRANT MULTIPLE FEE CONTROL PREMIUM WORKING CAPITAL DEFICIT REPORT JUDGEMENT |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
BOMARKO, INC., et al., >1
Petitioners, >>
V. 1 C.A. No. 13052 d'
>
INTERNATIONAL TELECHARGE, )
INC., >>
Respondent. >>>
BOMARKO, INC., et al., >> L _
< -
Plaintiffs, > ; 7
>
V. > CA. No. 14727
>
RONALD J. HAAN, et al. >>
Defendants. >
OPINION
Submitted: August 20, 1999
Decided: November 4, 1999
Revised: November 16, 1999
Ronald A. Brown, Jr., Esquire (argued), of PRICKETT, JONES, ELLIOTT &
KRISTOL, Wilmington, Delaware; Attorneys for Plaintiffs/Petitioners.
Lewis H. Lazarus, Esquire, Michael A. Weidinger, Esquire of MORRIS, JAMES,
HITCHENS & WILLIAMS, Wilmington, Delaware; Michael R. Klein, Esquire
(argued), Leon B. Greenfield, Esquire, of WILMER, CUTLER & PICKERING,
Washington, D.C.; Attorneys for Defendants/Respondent.
LAMB, Vice Chancellor
11116199 Revised Page of 1 l/4/99
Bomarko, Inc. v. Int'l. Telecharge, Inc., C.A. Nos. 13052
I. INTRODUCTION
This is a consolidated appraisal and breach of fiduciary duty action filed
in connection with a March 1993 merger in which the shares of International
SNIPPETS:
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3
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INC. V. INTERNATIONAL TELECHARGE MEMORANDUM OPINION
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EXTRACTED KEY WORDS
IT1 MERGER PLAINTIFFS ITI SHARES DEFENDANTS COURT DUTY SERVICES AGREEMENT FINANCING DEBT BREACH DIRECTORS MEETING HYATT SPECIAL COMMITTEE DEBT RESTRUCTURING SHAREHOLDERS BANKRUPTCY CONSOLIDATION CONNECTION NEGOTIATIONS TRANSACTION RECEIVABLES FINANCING TESTIMONY TELESPHERE STOCKHOLDERS VICE CHANCELLOR COMPARABLE COMPANIES |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
BOMARKO, INC., et al., >>
Petitioners, >>
V. > C.A. No. 13052 /
>
1NTERNATIONAL TELECHARGE, )
INC., >>
Respondent. >
>
BOMARKO, INC., et al., >>
Plaintiffs, >>
V. > C.A. No. 14727
RONALD J. HAAN, et al.
Defendants.
MEMORANDUM OPINION
Submitted: August 20, 1999
Decided: November 4, 1999
Ronald A. Brown, Jr., Esquire (argued), of PRICKETT, JONES, ELLIOTT &
KRISTOL, Wilmington, Delaware; Attorneys for Plaintiffs/Petitioners
Lewis H. Lazarus, Esquire, Michael A. Weidinger, Esquire of MORRIS, JAMES,
HITCHENS & WILLIAMS, Wilmington, Delaware; Michael R. Klein, Esquire
(argued), Leon B. Greenfield, Esquire, of WILMER, CUTLER & PICKERING,
Washington, D.C.; Attorneys for Defendants/Respondent.
LAMB, Vice Chancellor
I. INTRODUCTION
This is a consolidated appraisal and breach of fiduciary duty action filed
in connection with a March 1993 merger in which the shares of International
Telecharge, Inc. ("ITI" or the "Company") were cashed-out for $0.30 per share
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4
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LETTER TO V.C. LAMB FROM R. BROWN
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EXTRACTED KEY WORDS
LUND DEFENDANTS ITI LAMB DEFS LTR IT1 FINANCING COURT HYATT DEP OFFICER TERM SHEET SPECIAL COMMITTEE UNFAIR DEALING COLE PLAINTIFFS PRESIDENT NEGOTIATIONS DEPOSITION TESTIMONY DEBT RESTRUCTURING BOARD MEETING FINANCING DEALS INTERNATIONAL TELECHARGE INDEPENDENT OUTSIDER CHIEF EXECUTIVE OFFICER AGREEMENT FINANCING SEARCH NEGOTIATE |
PRICKETT,JONES, ELL~'T~~KRISTOL
1310KmGSTREET, BOX1328
WILMINGTON,DELAWARE 19899
D0VF.R OFFICE TEL: (302) 888-6500
26 ME GREEN
DOVER,DE 19901 FAX (302) 658-8111
TEL: (302) 674.3841 http://www.prickett.com
Fti (302) 674-5864
Writer's Direct Dial: (302) 888-6525
Writer's Telecopy Number: (302) 888-6333
Writer's E-Mail Address: RABrown@prickett+com
A u g u s t 10, 199 9
BY HAND
The Honorable Stephen P. Lamb
Court of Chancery
Daniel L. Herrmann Court House
11th and King Streets
Wilmington, DE 19801
RE: Bomarko v. International Telecharge, Inc.
Del. Ch., Consolidated C.A. Nos. 13052% 14727
Dear Vice Chancellor Lamb:
This letter responds to Mr. Klein's letter to the Court dated August 4,
A. Robert Lund
1. Lund's Status With IT1
The defendants' continuing effort to portray Mr. Lund as an independent
outsider with no reason to play favorites with Haan is factually unsupported. (Defs.
Ltr. at l-2). When Haan took control of International Telecharge, Inc. ("ITI" or ,the
"Company") in the fall of 1991, Haan became Chairman of the Company, but Mr.
Lund "retain[ed] the title of Chief Executive Officer and . . . also [continued to] serve
as the Company's President." (PX 86; see also PX 87 ("Bob Lund will be the
company's President and C.E.O.")). On November 12, 1991 Haan decided to take
over the title of CEO, but allowed Mr. Lund to continue as president. (PX 89,
November 12, 1991 Minutes at B0600200). On December 12,
requested authorization from the board to enter into negotiations with Mr. Lund
with respect to a mutual termination of his employment agreement with the
Company and resolving all monetary matters between the parties, including any
bonuses that may be contemplated under the terms of the employment contract."
(PX 89, December 12, 1991 Minutes at B0600223). On January 7, 1992 ITI's board
passed a resolution adopting and approving an amended employment contract with
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5
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INC. V. INTERNATIONAL TELECHARGE PRETRIAL ORDER
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EXTRACTED KEY WORDS
PLAINTIFFS DEFENDANTS HAAN IT1 COURT FIDUCIARY DUTY CONTEND PARTIES CONNECTION ITI FINANCING SHARES SERVICES AGREEMENT ACCORDING DEBT SHAREHOLDERS BANKRUPTCY FAIR DEALING RECEIVABLE FINANCING DIRECTORS PROXY STATEMENT CHANCERY RULE TRANSACTIONS RESTRUCTURING BUSINESS JUDGMENT RULE VALUATION INVESTMENT BANKER CONTINGENT INTERNATIONAL TELECHARGE |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
BOMARKO, INC., et al., >)
Petitioners, >>
V. > C.A. No: 13052 J
>
INTERNATIONAL TELECHARGE, INC., ))
Respondent. 1))
BOMARKO, INC., et al., >)
Plaintiffs, >)
V. > C.A. No: 14727
>
RONALD J. HAAN, et al., ))
Defendants. >
PRETRIAL ORDER
1. STATEMENT OF THE NATURE OF THE ACTION.
The parties do not agree on a joint statement of the nature of the action. Accordingly, each
side's statement is set out separately below.
A. Plaintiffs/Petitioners' Statement:
The following is plaintiffs' statement of the Nature of the Action as required by Court of
Chancery Rule 16(c). A detailed statement of facts, from plaintiffs' perspective, along with
plaintiffs' arguments, are set forth in plaintiffs' pretrial brief, on file with the Court.
contends that defendants' statement of the nature of the action herein is a full-blown argument
rather than a statement of the nature of the action as required by Court of Chancery Rule 16(c).
This is a consolidated appraisal and breach of fiduciary duty action in connection with a
merger which occurred on March 31, 1993 in which plaintiffs'-petitioners' ("Plaintiffs")
stockholdings in International Telecharge, Inc. ("ITI" or the "Company") were converted into the
right to receive $.30 per share (the "Merger"). Plaintiffs owned 2,181,682 shares of IT1 or
approximately 10.8 % of the IT1 shares that were issued and outstanding on the record date for the
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