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CABLEVISION SYSTEMS v AT HOME Click to find out why . . .



Keywords & Phrases
CaseNo: C.A. No. 18,111, Plaintiff: CABLEVISION SYSTEMS, State: DE Delaware, UniqueCaseRef: DE>CC>00018111, CourtCode: CC, CourtName: IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE., Agreement, Paragraph, Complaint, Cablevision, Home Corporation, Letter Agreement, Allegation, Cox, Response, Stockholders, Deny, Comcast, Denies, Admit, Admits, Refer, Csc, Delaware, Tci Internet Holdings, Tci, Restated Stockholders, Communications, Home Holding Corporation, Internet Service, Optimum Online, Information Sufficient, Agreement Speaks, Allegations, Cox Denies, Term Sheet, Truth, Deny Knowledge, Cablevision Systems, Customers, Cox Admits, Subsidiaries, Holdings , ContentID: 120240277

Case Documents
1 2000-07-12 REPLY TO AT HOMES COUNTERCLAIMS
[ see first page and extracted highlights below  ] ItemID: 101050
12 pages
PDF
2 2000-06-30 ANSWER OF COMCAST
[ see first page and extracted highlights below  ] ItemID: 101054
17 pages
PDF
3 2000-06-30 ANSWER OF DEFENDANTS AT&T AND TCI INTERNET HOLDINGS
[ see first page and extracted highlights below  ] ItemID: 101053
18 pages
PDF
4 2000-06-30 ANSWER OF DEFENDANTS COX COMMUNICTIONS
[ see first page and extracted highlights below  ] ItemID: 101052
16 pages
PDF
5 2000-06-30 ANSWER AND COUNTERCLAIM OF AT HOME
[ see first page and extracted highlights below  ] ItemID: 101051
27 pages
PDF
Total Documents: 5 documents , 90 pages
Price: $ 39.95


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1 . REPLY TO AT HOMES COUNTERCLAIMS

EXTRACTED KEY WORDS
PARAGRAPH
ALLEGATIONS
DENY
AGREEMENT
CABLEVISION SYSTEMS
ADMIT
CSC
COUNTERCLAIMS
WARRANTS
HOLDINGS
COMCAST
COMMUNICATIONS
LETTER AGREEMENT
COX
INTERNET
TCI
COURT
ACCURATE STATEMENT
PURCHASE AGREEMENT
COMMON STOCK
SCHEDULE
INVESTMENTS
VII
PERKINS
MDA
IOME
CSC PARENT CORPORATION
PRICE
OPTIMUM ONLINE
         IN THE COIJRT OF ClHANlZERY  IN THE STATE  OF DELAWARE
                             IN AND I:OK NEW CASTLE COIJNTY


~CABLEVISION  SYSTEMS CORPORATION,
~CSC HOLDINGS, INC. AND CSC A.1` HOME
HOLDING  CORPOI&4TION.


                                       Plaintiffs,

                       v.                                        Civil Action No. 18111

AT IHOME CORPOl7A'I`ION,  AT&T CORP.,
~I`CI  INTEKNr;~  HOLDINGS, INC..
COX <:OMMIINICAI'ION~SI  INC..
COX@HOMr:, COX ENTERPRISES, INC..
COM<:AST  CORPORATIC)N,  COMCAS'I'
C.4BLE  COMMIUNICATIONS,  INC.,,
COMCAST ON-LINE  COMMUNlCA'I~IONS,
IbJC.. and COMCAS,T PC I~NVtS'1'MI~~N'I'S. INC.> )

                                       Dcfcndants.     i


REPLY OF  CABL~EVISION SYSTEMS CORPORATION, CSC HOLDINGS, INC.
         AND  CSC AT  HOlME   IIOLDING CORPORATION TO AT HOME
                        CORl'ORATION'S   COIJNTERCLAIMS

                Plaintiffs Cablevision Systems Corporationl  CSC IIoldings, Inc. and CSC

At Home Holding Corporati.on  (colltxtively "Cablevision") reply to the counterclaims 01

D,Cendant  At Home Corporation as follows:

                1.     Admit that At Home Corporation ("Excitc(~~~Home")  is a Delaware

cclrporation  with its principal place  of business  in Redwood City. California and that

E:~citc@Homc  provides Internet services and in al~l other respects deny the allegations ol

Paragraph I.

                2.     Admi~t the allegations of Paragraph 2.



                    3.      Admit the allegations of Paragraph 3.

SNIPPETS:
  • ~CABLEVISION SYSTEMS CORPORATION, ~CSC HOLDINGS, INC.
  • AND CSC A.1` HOME HOLDING CORPOI&4TION.
  • COX@HOMr:, COX ENTERPRISES, INC..
  • COMCAST ON-LINE COMMUNlCA'I~IONS, IbJC..
  • Plaintiffs Cablevision Systems Corporationl CSC IIoldings,
  • At Home Holding Corporati.on reply to the counterclaims 01
  • Admi~t the allegations of Paragraph 2.
  • Admit the allegations of Paragraph 3.
  • deny the allegations {of Paragraph 5 as to Cablevision Systems Corporation and CSC At
  • inii)rmation and belief that in or about May 1997 At I lome Corporation, `ICI Internet
  • ~Fund, K.leiner, Perkins, (&field & Ryers VII. KPCB Information Services Zaibatsu
  • TCI Cable Invcstmcnts Inc., TCI .Net.
  • Perkins, Caufield &.
  • IMa:;ter Distribution Agreement Turn Sheet (the "MDA") and .that the MD.4 provided
  • Investments, Inc., Kleiner.
  • COY Communications, Inc., TCI Communications, Inc..
  • CSC Parent Corporation,
  • and respectfully rcf'cr the Court to the Lcttcr
  • Agreement for a complete and accurate statement of its contents.
  • Purchase Agreement dated October 10, 199'7, pursuant to which At I Iome Corporation
  • Warrants for a complete and accurate ystatement of their contents.
  • 21 .893,872 shares of fully paid and nonassessable Series A Common Stock of At IIome
  • Cxporation at a price of$.:!j per share (taking into consideration a tw-o-for-one stock
  • CSC Holdings, Inc.) executed the Letter Agreement, Cablevision Systems Corporation
  • Schedule A to the October IO, 1997 lcttcr from Cablevision Syst:cms Corporation to the
  • C;lblcvision has offered Optimum Online in certain communities after the date on wkch

  • 2 . ANSWER OF COMCAST ...

    EXTRACTED KEY WORDS
    PARAGRAPH
    COMPLAINT
    ADMIT
    STOCKHOLDERS
    HOME CORPORATION
    COMCAST
    DENY
    COURT
    PLAINTIFFS
    RESPONSE
    REFER
    LETTER AGREEMENT
    TERM SHEET
    DELAWARE CORPORATION
    RESTATE TERMS
    COMMUNICATIONS
    DENY KNOWLEDGE
    COMPLAINT PURPORTS
    TRUTH
    CORPORATION CHARTER
    INFORMATION SUFFICIENT
    CSC
    HOLDINGS
    INTERNET
    SHAREHOLDERS
    SIGNATORY
    BUSINESS
    THIRD SENTENCE
    PROXY STATEMENT
    
                     IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
    
                                       1N AND FOR NEW CASTLE COUNTY
    
    CABL,EVISION  SYSTEMS CORPORATION,
    CSC HOLDINGS, INC. and CSC AT HOME
    HOLDING CORPORATION,
    
                                  Plaintiffs,
    
                         V .
    
                                                                ) Civil Action No. 18111
    AT HOME CORPORATION, AT&T CORP.,
    TCI INTERNET HOLDINGS, INC., COX                                                               rT  
                                                                                                   --  
    COMMUNTCATIONS,  INC. COX@HOME,                             i                                  y:  
    COX .ENTERPRISES,  INC., COMCAST                                                                   
    CORPORATION, COMCAST CABLE                                  ;                                      
    COMMUNICATIONS, INC., COMCAST ON-
    LINE COMMUNICATIONS, INC., and                              1                             I        
    COMCAST PC INVESTMENTS, lNC.,                                                            !I        
                                                                                             L.        
                                                                                                       
                         Defendants.
    
    
                                  ANSWER OF COMCAST CORPORATION,
                                COMCAST CABLE COMMUNICATIONS, INC.,
                                COMCAST ON-LINE COMMUNICATIONS, INC.,
                                   AND COMCAST PC INVESTMENTS, INC.
    
              Defendants Comcast Corporation, Comcast Cable Communications, Inc.,
    
    Comcast On-Line Communications, Inc., and Comcast PC Investments, Inc. (collectively
    
    "Comcast") for their answer to the Verified Complaint ("Complaint") of plaintiffs
    
    Cablevision Systems Corporation, CSC Holdings, Inc. and CSC At Home Holding
    
    Corporation (collectively, "Plaintiffs"):
    
               1.        Deny Paragraph 1 of the Complaint.
    
              2.         Admit that in the Fall of 1997 Plaintiffs entered into a contract with
    
    Comcast Corporation and other parties, the terms of which are set forth in the Letter
    
    (NY) 05'l26/123lCT.PAPERSOO/answer.ne~.~                                                
    
    SNIPPETS:
  • IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
  • CSC HOLDINGS,
  • COMMUNICATIONS, INC., COMCAST ON-Defendants.
  • "Comcast") for their answer to the Verified Complaint of plaintiffs
  • Cablevision Systems Corporation, CSC Holdings, Inc. and CSC At Home Holding
  • Agreement and Term Sheet dated October 10,
  • Admit that subsidiaries of Tele-Communications, Inc., Cox and Comcast were shareholders of At
  • which defines terms and does not require a response.
  • Deny the allegations in Paragraph 3, except admit that the At Home
  • "Stockholders' Agreement") contains a number of provisions regarding the corporate
  • governance of At Home Corporation, the terms of which are set forth in that agreement.
  • that Plaintiffs "went forward with" the Letter Agreement and Term Sheet dated October
  • Letter Agreement and Term Sheets among AT&T Corp.,
  • information and belief that Cablevision Systems Corporation is a Delaware corporation
  • Deny knowledge or information sufficient to form a belief as to the truth.
  • CSC Parent Corporation is a signatory to certain relevant agreements.
  • and refer the Court to the Stockholders' Agreement 1997 the terms of which
  • belief that At Home Corporation is a Delaware corporation that provides Internet
  • business in Philadelphia, Pennsylvania; that it is a signatory to the Stockholders'
  • and refer the Court to the At Home Corporation Proxy Statement dated May 26,2000,
  • the third sentence of Paragraph 24 of the Complaint,
  • state that Paragraph 29 of the Complaint purports to restate terms of the At Home
  • Corporation Charter and contains legal conclusion as to which no response is required,

  • 3 . ANSWER OF DEFENDANTS AT&T AND TCI INTERNET HOLDINGS

    EXTRACTED KEY WORDS
    AGREEMENT
    COMPLAINT
    PARAGRAPH
    DENY
    ADMIT
    COURT
    REFER
    PLAINTIFFS
    COMCAST
    COX
    DELAWARE
    RESPONSE
    TCI INTERNET HOLDINGS
    LETTER AGREEMENT
    RESTATED STOCKHOLDERS
    CSC
    INFORMATION SUFFICIENT
    COMMUNICATIONS
    COX ENTERPRISES
    DEFENDANTS
    DENY KNOWLEDGE
    CABLEVISION
    SUBSIDIARIES
    HOME CORPORATION CHARTER
    SIGNATORY
    INVESTMENTS
    ATTORNEYS
    SYSTEMS ICORPORATION
    CONTRACT
    
                     IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
    
                                      IN AND FOR NEW CASTLE COUNTY
    
    ____________________--------------~~-~------------    ----_______-   x
    CABLEVISION SYSTEMS CORPORATION,                                    :
    CSC HOLDINGS, INC., and CSC AT HOME?                                :
    HOLDING CORPORATION,
    
                                Plaintiffs,
    
                      V.                                                :     C. A. No. 18111-NC
    
    AT HOME CORPORATIO-N,  AT&T CORP., TCI
    INTEMET  HOLDINGS, INC., COX
    COMMUNICATIONS, INC.,  COX@HOME,
    COX ENTERPRISES, INC., COMCAST
    CORPORATION, COMCAST CABLE
    COMMUNICATIONS, INC., COMCAST ON-
    LINE COMMUNICATIONS, INC., and
    COMCAST PC INVESTMENTS, INC.,
    
                                Defendants
    
    
    
    
    
                                  ANSWER OF DEFENDANTS AT&T CORP.
                                     AND TCI INTERNET HOLDINGS, INC.
    
    
                      Defendants AT&T Corp. and TCI Internet Holdings, Inc., by their undersigned
    
    attorneys, for their answer to the Verified Complaint ("Complaint") of plaintiffs Cablevision
    
    Systems ICorporation,  CSC Holdings, Inc., and CSC At Home Holding Corporation (collectively,
    
    "Plaintif&"):
    
    
                       1.       Deny each and every allegation contained in paragraph 1 of the Complaint
    
    
                       2.       In response to paragraph 2 of the Complaint, admit that in the Fall of
    
    Plaintiffs entered into a contract with Tele-Communications, Inc. ("TCI") and other parties, and
    
    
    
    SNIPPETS:
  • IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
  • COMCAST PC INVESTMENTS, INC.,
  • Defendants AT&T Corp. and TCI Internet Holdings, Inc., by their undersigned
  • attorneys, for their answer to the Verified Complaint of plaintiffs Cablevision
  • Systems ICorporation, CSC Holdings, Inc., and CSC At Home Holding Corporation (collectively,
  • Deny each and every allegation contained in paragraph 1 of the Complaint
  • In response to paragraph 2 of the Complaint, admit that in the Fall of 1997
  • shareholders of At Home Corporation; do not respond to the allegations contained in the fourth
  • Corporation Amended and Restated Stockholders' Agreement dated July 16,
  • number of provisions regarding the corporate governance of At Home Corporation, but refer the
  • Court to the At Home Corporation Amended and Restated Stockholders' Agreement dated July
  • except deny knowledge or information sufficient to form a belief as to the truth of the
  • admit that Plaintiffs "went forward with" the Letter Agreement and Term Sheet dated October
  • shareholder vote on proposed amendments to the At Home Corporation Charter,
  • Sub is a signatory to the At Home Corporation Amended and Restated Stockholders' Agreement
  • the allegations concerning the principal place of business of Cox Enterprises,
  • TCI, Cox, and Comcast, all of which, through subsidiaries, were shareholders of At Home
  • Plaintiffs' claims are barred because the alleged breach of contract,

  • 4 . ANSWER OF DEFENDANTS COX COMMUNICTIONS...

    EXTRACTED KEY WORDS
    AGREEMENT
    COMPLAINT
    ALLEGATION
    PARAGRAPH
    COURT
    COX DENIES
    STOCKHOLDERS
    COX ADMITS
    REFERS
    LETTER AGREEMENT
    SPEAKS
    TRUTH
    COMCAST
    FALSITY
    COX COMMUNICATIONS
    PLAINTIFFS
    HOME CORPORATION
    CSC
    SUB
    TERM SHEET
    DELAWARE CORPORATION
    CHARTER
    TCI
    HOLDINGS
    SHAREHOLDER
    SIGNATORY
    PROXY STATEMENT
    DEFENDANTS COX COMMUNICATIONS
    SUBSIDIARIES
    
                                                                                               "  .  . 
                                                                                                       
    
              IN THE COURT OF CHANCERY OF THE STATE OF  DELAWARE.  -
                                  IN  AND FOR NEW CASTLE COUNTY                           .._          
    
                                                                                                       
    CABLEVISION SYSTEMS CORPORATION,                                                                   
    CSC HOLDINGS, INC., and                                                                            
                                                              i                                        
    CSC AT HOME HOLDING CORPORATION                           )
                                                                                          _I- -
                                Plaintiffs,                   ;                                        
                                                                                               - . .
    
             V.
    
    AT HOME CORPORATION, AT&T CORP.,                          i
    TCI INTERNET HOLDINGS, INC., COX                                 Civil Action No. 18111
    COMMUNICATIONS, INC.,  COX@HOME,
    COX ENTERPRISES, INC., COMCAST
    CORPORATION, COMCAST CABLE                                ;
    COMMUNICATIONS, INC., COMCAST                             )
    ON-LINE COMMUNICATIONS, INC., and
    COMCAST PC INVESTMENTS, INC.,
    
                                Defendants.                   ;
    
    
                        ANSWER OF DEFENDANTS COX COMMUNICATIONS,
                   INC..  COX(iHOME. INC. AND COX ENTERPRISES. INC,
    
             Defendants Cox Communications, Inc.,  Cox@Home, Inc., and Cox Enterprises,
    
    Inc. (collectively, "Cox"), by their attorneys, hereby respond to the Verified Complaint
    
    ("Complaint") of Cablevision Systems Corporation ("CSC"), CSC Holdings, Inc. ("CSC
    
    Holdings") and CSC At Home Holding Corporation ("CSC Sub") (collectively,
    
    "Plaintiffs") as follows:
    
             I.          Cox denies each and every allegation contained in Paragraph 1 of the
    
    Complaint.
    
             2.          Cox admits that in the Fall of 1997 Plaintiffs entered into a contract with
    
    Cox and other parties, the terms of which are set forth in the Letter Agreement and Term
    
    SNIPPETS:
  • IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE.
  • COMCAST PC INVESTMENTS, INC.,
  • ANSWER OF DEFENDANTS COX COMMUNICATIONS,
  • Inc., by their attorneys, hereby respond to the Verified Complaint
  • of Cablevision Systems Corporation ("CSC"), CSC Holdings, Inc. ("CSC
  • Holdings") and CSC At Home Holding Corporation ("CSC Sub") (collectively,
  • the terms of which are set forth in the Letter Agreement and Term
  • 1997 Letter Agreement and Term Sheet
  • speaks for itself, and Cox therefore refers the Court to that Letter Agreement and Term
  • Agreement dated July 16, 1997 (the "Stockholders' Agreement") speaks for itself and,
  • Cox therefore refers the Court to that Agreement for a full and complete statement of its
  • Cox otherwise denies each and every allegation of Paragraph 3 of the Complaint,
  • except that Cox admits that the Stockholders' Agreement contains provisions regarding
  • except Cox denies knowledge or information sufficient to form a belief as to
  • the truth or falsity of the allegation that Plaintiffs "carefully considered the corporate
  • Comcast and At Home Corporation entered into a Letter Agreement dated March 28,
  • , and that a shareholder vote on proposed
  • upon information and belief that CSC Holdings is a Delaware corporation and that CSC
  • Parent Corporation is a signatory to certain agreements relevant to this matter.
  • upon information and belief that TCI Internet Holdings, Inc. is a Colorado
  • Distribution Agreement,with TCI, Cox and Comcast, all of which, through subsidiaries,
  • therefore refers the Court to the Charter for a full and complete statement of its terms.
  • the Proxy Statement, and that a shareholder vote on proposed amendments to the Charter,

  • 5 . ANSWER AND COUNTERCLAIM OF AT HOME

    EXTRACTED KEY WORDS
    PARAGRAPH
    CABLEVISION
    ALLEGATION
    COMPLAINT
    DENIES
    LETTER AGREEMENT
    ADMITS
    RESPONSE
    STOCKHOLDERS
    PLAINTIFFS
    COX
    COMCAST
    DEFENDANT
    CSC
    HOME HOLDING CORPORATION
    INTERNET SERVICE
    TCI
    AGREEMENT SPEAKS
    OPTIMUM ONLINE
    CUSTOMERS
    SUBSCRIBERS
    ALLEGED BREACH
    OUTSTANDING VOTING RIGHTS
    MDA
    CABLEVISION PURPORTS
    EXTENSION AGREEMENT
    LIMITED CARVE
    CONNECTICUT
    SUBSIDIARIES
    
                      IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
                                    IN AND FOR NEW CASTLE COUNTY
    
    
    CABLEVISION SYSTEMS CORPORATION,
    CSC HOLDINGS, INC. and
    CSC AT HOME HOLDING CORPORATION,
    
                              Plaintiffs,
    
                       V.                                        CivilActionNo.  18111  _.
    
    AT HOME, CORPORATION, AT&T CORP.,
    TCI INTERNET HOLDINGS, INC., COX
    COMMUNICATIONS, INC., COX@HOME,
    COX ENT:ERPRISES,  INC., COMCAST
    CORPORATION, COMCAS'T CABLE
    COMMUNICATIONS, COMCAST
    ON-LINE ICOMMLJNICATIONS, INC., and
    COMCAST PC INVESTMENTS, INC.,
    
                              Defendants.
    
    
                                      ANSWER AND COUNTERCLAIM
                                        OF AT HOME CORPORATION
    
                                                  ANSWER
    
             Defendant At Home Corporation ("Excite@Home") answers the Complaint of plaintiffs
    
    Cablevision. Systems Corporation, CSC Holdings, Inc. and CSC At Home Holding Corporation
    
    ("Plaintiffs") as follows:
    
             1.        In response to Paragraph 1 of the Complaint, Excite@Home admits that
    
    Cablevision purports to have brought this action for an alleged breach of a stockholders'
    
    agreement, Except as so admitted, Excite@Home denies each and every allegation in Paragraph
    
    1 of the Complaint.
    
    
    
    
    RLFl-2177191-1                                    1
    
    
    
    SNIPPETS:
  • CABLEVISION SYSTEMS CORPORATION,
  • CSC AT HOME HOLDING CORPORATION,
  • COX ENT:ERPRISES, INC., COMCAST CORPORATION, COMCAS'T CABLE COMMUNICATIONS, COMCAST
  • Defendant At Home Corporation answers the Complaint of plaintiffs
  • Systems Corporation, CSC Holdings, Inc. and CSC At Home Holding Corporation
  • agreement, Except as so admitted, Excite@Home denies each and every allegation in Paragraph
  • Cablevision agreed, among other things, to offer Excite@Home's Internet service to Cablevision
  • Excite@Home states that the terms of the Letter Agreement speak for themselves.
  • Excite@Home also admits that TCI, Cox and Comcast were its shareholders at the time of the
  • In response to Paragraph 3 of the Complaint,
  • Home Amended and Restated Stockholders' Agreement dated July 16, 1997, (the "Stockholders'
  • Cablevision purports to seek an injunction in this action as described in this paragraph.
  • that it currently owns approximately 55% of Excite@Home's outstanding voting rights.
  • Stockholders' Agreement speaks for themselves.
  • Internet slervices to Cablevision customers as the exclusive cable-based Internet service
  • Extension Agreement speaks for itself.
  • or seeking to enforce the Letter Agreement and the underlying MDA and Stockholders'
  • PlaJntiffs' claims are barred because their alleged breach of contract, even if it occurred,
  • through their subsidiaries and affiliates, operate cable television systems in the greater
  • City metropolitan area, which includes New Jersey, Connecticut and Long Island.
  • Excite@H:ome does not enter into direct relationships with subscribers.
  • cable-based Internet service, called "Optimum Online," over certain parts of its cable
  • The Limited Carve Out permitted Cablevision to operate the Optimum Online
  •    |