IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
____~______________-----~-----------------~.-~----------"-~---- X c/J /T(-s/c A/c;
DAVID OSHER,
Plaintiff,
v.
CHARLES CONN, JOHN PLEASANTS, BARRY
BAKER, TERRY BARNES, BARRY DILLER,
JOSEPH GLEBERMAN, WIL,LIAM GROSS,
ALLEN GRUBMAN, LAWRENCE JACOBSON,
VICTOR A. KAUFMAN, BRYAN LOURD,
DARA KHOSROWSHAHI, WILLIAM D.
SAVOY, ALAN SPOON, TOLl UVTERMAN,
TICKETMASTER ONLINE-CITYSEARCH, INC.
and USA NETWORKS, INC.,
Defendants.
Q&GS ACTION COMPLAINT
Plaintiff, by his attorneys, alleges upon information and belief, except as to paragraph 1
which is alleged upon personal knowledge, as follows:
THE PARTIES
1. Plaintiff David Osher ("plaintiff') is the owner of common stock of Ticketmaster
Online-CitySearch, Inc. ("TMCS" or the "Company") and has been the owner of such shares
continuously since prior to the wrongs complained of herein.
2. Defendant TMCS is a corporation duly existing and organized under the laws of the
State of Delaware, with its principal executive offices located at 790 East Colorado Boulevard,
200, Pasadena, California. TMCS is local portal and electronic commerce company that provides
in-depth local content and services, including online city guides, online ticketing and online
SNIPPETS:
CHARLES CONN, JOHN PLEASANTS, BARRY BAKER, TERRY BARNES, BARRY DILLER, JOSEPH GLEBERMAN,
Plaintiff, by his attorneys, alleges upon information and belief, except as to paragraph 1
Plaintiff David Osher is the owner of common stock of Ticketmaster
Online-CitySearch, Inc. ("TMCS" or the "Company") and has been the owner of such shares
State of Delaware, with its principal executive offices located at 790 East Colorado
stock outstanding and 36.2 million shares of Class B common stock
shareholders receiving 15 votes per share and Class B shareholders receiving
USA Networks, Inc. owns approximately 55.6 of all the
director and Chief Executive Officer of the Company.
Defendant John Pleasants is and at all times relevant hereto has been
a director and President of the Cornpany.
Baker also serves as President, Chief Operating Officer, and a director of
Defendant Terry Barnes is and at all tilmes relevant hereto has been a
a wholly-owned subsidiary of USAi.
Diller also serves as Chairman, Chief Executive Officer, and a director
Defendant Lawrence Jacobson is and a~.
Defendants Joseph Gleberman, William Gross, Allen Grubman, Bryan Lourd, Alan
and Tom Unterman are and at all times relevant hereto have been directors of the ICompany.
USAi is a media and electronic commerce company.
Through its subsidiaries,
dealing, loyalty, candor, and due care to plaintiff and the other members of the Class.
plaintiff is an adequate representative ofthe Class and wi II fairly and adequately protect
Upon consummation ofthe transaction, defendants Diller and Barnes will assume the
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