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1
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ANSWER
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EXTRACTED KEY WORDS
RESPONDENT PARAGRAPH RESPONDENT ADMITS SHARES ALLEGATIONS MUNCIE CELLULAR TELEPHONE CELLULAR TELEPHONE COMPANY DEMAND CELLULAR TELEPHONE STOCK STOCKHOLDERS WESTEL-INDIANAPOLIS LLC ATTORNEYS HEREBY DELAWARE DENIES APPRAISAL RIGHTS SECOND SENTENCE COURT SWORN PAYMENT AGREEMENT SHAREHOLDERS ROBERT ACCORDANCE COMPANY DISPUTES AVAILABILITY APPTAISAL REMEDY |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
RONALD L. ELLERBECK, ::I
rl !3
I` 5,
Petitioner, ; :i:
i i : / ;,;
V. C.A.No. 18599
.. : .-.
5 i ~I f
WESTEL-INDIANAPOLIS LLC, : -:
r.. I
successor to Muncie Cellular Telephone j
t : 71
. -I
Company, Inc. -c
1
Respondent. >
ANSWER
Respondent, Westel-Indianapolis, LLC (the "Respondent" or the "Company"), by and
through its undersigned attorneys, hereby responds to the petition for appraisal of stock (the
"Petition") as follows:
1. Respondent admits that Petitioner was, until September 12,2000, the owner of
shares of common stock of Muncie Cellular Telephone Company, :Inc., a Delaware corporation, but
denies the remaining allegations of paragraph 1 of the Petition.
2. Respondent admits that Joyce Clower Irvine, Assistant Secretary of the Company
signed a Notice of Merger, Appraisal Rights and Cancellation of Stockholders Meeting of Muncie
Cellular Telephone Company, Inc. ("Muncie") which was mailed to former stockholders ofMuncie,
including petitioner, on September 12,200O.
3. Respondent admits the allegations of the first and third sentences of paragraph
the Petition. With respect to the second sentence of paragraph 3 of the Petition, Respondent admits
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2
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PETITION FOR APPRAISAL
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EXTRACTED KEY WORDS
PETITIONER SHARES WESTEL MUNCIE DEMAND MERGER PURSUANT WESTEL LLC COURT SUCCESSOR SURVIVING COMPANY DEL JUDGEMENT AWARD DELAWARE MUNCIE CELLULAR DGCL STOCKHOLDER EXHIBIT WITHDRAWN REQUIRING PAY PETITIONER HERETCL MAILING FOREGOING SUBSEQUENT LIMITED LIABILITY WHEREFORE PETITIONER RESPECTFULLY REQUESTS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
RONALD L. ELLERRECK,
`,
Petitioner, j
V. CA. No.
I
WESTEL-INDIANAPOLIS LLC, j
successor to Muncie Cellular
Telephone Company, Inc. 1
Respondent. ;
ETITION I;OR APPRAIU
1. Petitioner was, until Septernber 12, 2000, the owner of 22,506 sh&es
"Shares") of common stock of Muncie Cellular Telephone Company, Inc., a Delaware
corporation ("Muncie").
2. On or about September 14, 1995, petitioner received a notice
"Notice") signed by Joyce Clower Irvine, Assistant Secretary of Westel-.Indianapolis
("Westel"), informing him that, inter alia, (i) Muncie had been merged with and into Westel, the
holder of more than 90% of the outstanding shares of each class of Muncie, pursuant to Section
253 of the DGCL (the "Merger"), (ii) Westel was the surviving company in the Merger, (iii) the
Merger became effective on September 12, 2000, and (iv) any former stockholder of
(other than Westel) was entitled to exercise appraisal rights under Section 262 of the
true and correct copy of pertinent portions of the Notice sent to Petitioner is attached
Exhibit A
3. Petitioner was a stockholder of Muncie to whom the Notice was directed.
On September 18, 2000, petitioner sent a written demand for appraisal of his Muncie Shares (the
"Appraisal Demand') to Westel by facsimile and certified mail. A true and correct
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