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1
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COMPLAINT
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EXTRACTED KEY WORDS
MEETING DEFENDANTS STOCKHOLDERS PLAINTIFF INTELLIQUEST PROXY STATEMENT VOID VIOLATING CONSUMMATE APPRAISAL RIGHTS COURT LAW INVALID DECLARE DAMAGES VOTE MAILING RESCIND AWARD ACCORDING COMMON PARTY ADEQUATE CHANCERY COURT RULE RELIEF WPP DELAWARE NOTIFICATION ENJOIN |
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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
WILLIAM M. SKEEN
Plaintiff,
V.
INTELLIQUEST INFORMATION ;
GROUP, INC. and WPP :
ACQUISITION, INC. :*
Defendant. .:
COMPLAINT
I. Introduction and Summary of Claims.
1. This is an action seeking to remedy violations of 8 J&l. C.
262 which occurred, are occurring and are threatened to occur in connection with
the merger (the "Merger") of Intelliquest Information Group, Inc. ("Intelliquest" or
the "Company") with and into WPP Acquisition Corp., a wholly owned subsidiary of
WPP Group U.S. Finance ("WPP").
2. An Intelliquest stockholders' meeting was held on November 1,
(the "Meeting") at which the defendants claim that the required vote of
Intelliquest's stockholders approving the Merger was obtained. The defendants
have asserted publicly that they expect to consummate the Merger by early
December, 1999. If the defendants do attempt to consummate the Merger, any such
action will be null and void because the defendants failed to comply with the
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