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1
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ANSWER OF HQ GLOBAL WORKPLACES
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EXTRACTED KEY WORDS
SHARES PARAGRAPH ADMITS PURCHASE COURT COMMON STOCK CARRAMERICA NON-VOTING COMMON STOCK RESPONSE SECOND SENTENCE DISTRICT LAW COUNSEL COMPLAINT WARRANTS FIRST SENTENCE JUDGEMENT GLOBAL WORKPLACES REPORT SECURITIES EXCHANGE COMMISSION JOSEPH KAIDANOW ROBERT ARCORO LAWSUITS DECLARATORY COLUMBIA CONVERSION MOTION |
IN THE COURT IOF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
JOSEPH KAIDANOW and ROBERT A. )
ARCORG,
i
Petitioners,
t
V. Civil Action No. 18361 . I
1
HQ GLOBAL WORKPLACES, INC., I
i' * .L
Defendant. > i--- *
ANSWER OF HQ GLOBAL WORKPLACES, INC.
Defendant HQ Global Workplaces, Inc. ("HQ"), through undersigned counsel, answers
Petitioners' Petition for Appraisal as follows:
For answer to the numbered paragraphs of Petitioners' Complaint:
1. With respect to the second sentence, HQ admits that Petitioners purchased 75,000
shares of non-voting common stock of HQ on or about September 1, 1998, and purchased 74,000
shares of non-voting shares of common stock of HQ on or about September 25,1998. With respect
to the fifth sentence, HQ respectfully refers the Court to the current report on Form 8-K filed by
CarrAme-rica with the Securities and Exchange Commission in February 2000 for the true contents
thereof. The remainder of this paragraph contains a description of Petitioners' action to which no
response is required.
2. HQ admits that Joseph Kaidanow purchased 25,000 shares of HQ non-voting
common stock on or about September 1, 1998, that he purchased an additional 25,000 shares on or
about September 25, 1998, and that since September 25, 1998, he has held warrants to purchase an
additional 35,000 shares of HQ non-voting common stock. In all other respects, this paragraph is
denied.
RLFI-2219030.1
SNIPPETS:
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2
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PETITION FOR APPRAISAL
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EXTRACTED KEY WORDS
SHARES COMMON STOCK COURT DELAWARE TRANSACTIONS GLOBAL WORKPLACES PETITIONERS PURSUANT STOCKHOLDER DGCL KAIDANOW ARCORO VANTAS PETITION NON-VOTING COMMON STOCK CONSOLIDATION UNDERSIGNSD SURVIVING APPRAISAL RIGHTS GENERAL CORPORATION EFFECTIVENESS MERGER AGREEMENT SHAREHOLDERS FRONTLINE CAPITAL GROUP CAPITAL GROUP HQGW CARRAMERICA DEPOSITORY RECEIPTS RECKSON SERVICE INDUSTRIES |
IN THE COURT OF CHANCERY OF THE STATE ClF DELAWARE
IN AND FOR NEW CASTLE COUNTY
JOSEPH KAIDANOW and
ROBERT A. ARCORO,
Petitioner, I
V. Civil Action No. 1 B s I-NC
HQ GLOBAL WORKPLACES, INC., a
Delaware corporation,
1
Defendants. >
PETITION FOR APPRAISAL
- -
Joseph Kaidanow and Robert A. Arcoro ("Petitioners'), by their undersigned
counsel, hereby petition for appraisal pursuant to Section 262 of the Delaware General Corporation
Law ("DGCL") and allege as follows:
E,ATURE OF THE ACTION
1. This is .an action seeking appraisal pursuant to Section 262 of the
Pel-itioners collectively own 149,000 shares of non-voting common stock of respondent HQ Global
Workplaces, Inc. ("HQ"). Petitioners seek appraisal of 100,000 ol` their HQ shares. Petitioners'
entitlement to appraisal arises out of the merger of VANTAS Incoqorated (I'VANTAS") with and
into HQ (the "Merger"), which was part of a series of related transactions (collectively, the
Transactions"). As part of the Merger Transactions, CanAmerica Realty Corporation
("CarrAmerica") -- HQ's then majority and controlling shareholder -- sold the bulk of its HQ
stock to Frontline Capital Group (5%/a Reckson Service Industries Inc.) ("Frontline").
THE PARTIES
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