IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
____.____ -- _____ ----- ____ ----------------x
HARBOR FINANCE I?ARTNI:RS,
On behalf of itself and all others
similarly situa-:ed,
:?laintiff, : C.A. No. ) Y5lSdc-
- v. '-
TICKETMASTER ONLINE-CITYSEARCH, INC.,
BARRY DILLER, TERRY BARNES, CHARLES
CONN, JOHN PLEASANTS , BARRY BAKER,
JOSEPH GLEBERMAN, WI:LLIAM GROSS, ALAN
GRUBMAN, LAWRENCE JACOBSON, VICTOR A.
KAUFMAN, DARA KIHOSROWSHAHI, BRYAN
LOURD, WILLIAM 3. SAVOY, ALAN SPOON
and TOM UNTERMAN, and
USA NETWORKS, INC.,
Defendants. -- -X
CLASS ACTION COMPLAINT
Plaintiff, by its attorneys, alleges upon personal
knowledge as to its own acts and upon information and belief as to
all other matters, as follows:
PARTIES
__-
1. Plaintiff is and, at all relevant times, has been,
the owner of shares of- common stock of Ticketmaster Online-
Citysearch, Inc. ("TMO" or the "Company").
2. TM0 is a Delaware corporation whose principal
executive offices are located at 790 E. Colorado Boulevard,
Pasadena, 91101. TM0 is a leading local online network which
assists residents of urban hubs in about 70 U.S. markets and five
SNIPPETS:
- v. '-TICKETMASTER ONLINE-CITYSEARCH, INC., BARRY DILLER, TERRY BARNES, CHARLES CONN, JOHN
SAVOY, ALAN SPOON
Plaintiff is and, at all relevant times, has been,
the owner of shares of- common stock of Ticketmaster Online-Citysearch, Inc. ("TMO" or the
TM0 is a Delaware corporation whose principal
Consumers can also purchasing
million shares of Class B common stock outstanding.
Zlass A shareholders receiving 15 votes per share
USA Networks,
this ownership, USAi controls approximately 80.7%
USAi owes fiduciary duties of good
the other members of the Class.
Defendant Charles Conn, is and has been, at
all relevant times, a director and Chairman of TMO's Board.
controls approximately 2.5% of TMO's outstanding stock.
Executive Officer of TMO.
President and Chief Operating Officer of USAi.
Defendant Lawrence Jacobson is and has
Defendants Alan Grubman, Joseph Gleberman, Bryan
all relevant times directors of TMO.
There are questions of law and fact common to
to breach their fiduciary and other common law duties owed by them
Class would be irreparably damaged were the transaction complained
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