IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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JOHN F. PRINCE,
Plaintiff,
-against- : Civil Action No. /8304-NC,
INTERMEDIA COMMUNICATIONS
INC., DAVID C. RUBERG, PHILIP
A. CAMPBELL, JOHN C. BAKER,
GEORGE F. KNAPP, JACK E.
REICH, l!IARK K. SHULL, ROBERT
M. MANNING, RICHARD A.
JALKUT, DIGEX, INC. and
WORLDCO?I, INC.
Defendants.
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!ZIdiS.S ACTION COMPLAINT
Plaintiff, by his attorneys, alleges upon information and
be.Lief, except as to paragraph 1 which plaintiff alleges upon
knowledge, as follows:
1. Plaintiff John F. Prince is a shareholder of
defendant Digex, Inc. ("Digex") .
2 . Defendant Digex is a Delaware corporation with
principal executive offi.ces located at One Digex Plaza, Beltsville,
Maryland 20105. Digex provides website hosting services to
business and organizations implementing complex, interactive
we:osite:; and web--based applications.
3 . Defendant Intermedia Communications Inc.
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
JOHN F. PRINCE,
Plaintiff, by his attorneys, alleges upon information and
defendant Digex, Inc..
("Intermedia" or the "Company")
Intermedia provides integrated communications
Intermedia owns approximately 62.0% of Digex's outstanding shares
and controls approximately 94.2% of the voting interest in Digex.
Defendant WorldCorn,
Bo,ard o:E Directors.
-:he President and Chief Executive Officer of Digex.
The individual defendants, as officers and/or
Chancery, on behalf cmf all common shareholders of Digex, or their
members is impracticable.
inconsistent or vary:Lng adjudications with respect to individual
Internet services, and faces stiff competition from BellSouth Corp.
Intermedia's stock and the upswing in the market price of Digex
representing a significant premium for Digex stock,
approved a definitive merger agreement whereby WorldCorn
acting through and/or with the support
The only reason for WorldCorn to
expense of Digex's public shareholders.
faith toward plain-tiff and the other members of- the Class.
defendants have breached and are breaching their fiduciary duties
Plaintiff has no adequate remedy at law.
rescissory damages to the Class;
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