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1
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ANSWER
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EXTRACTED KEY WORDS
DEFENDANTS VENTURES ASSET TRACKING STOCK SHARES TCI GROUP LIBERTY PLAINTIFFS MERGER INDIVIDUAL DEFENDANTS PUBLIC SHAREHOLDERS SUBSIDIARIES SEPARATE PERFORMANCE DEFENDANT MALONE TRANSACTIONS TCI BOARD SPECIAL COMMITTEE ASSET TRANSFERS MERGER AGREEMENT DEFENDANTS INCORPORATE TCOMB TELE-COMMUNICATIONS RESPECTFULLY REFER STOCKHOLDERS EXECUTIVE VICE PRESIDENT TCI MANAGEMENT PLAINTIFFS PURPORT VENTURES GROUP DIVISION LIBERTY MEDIA GROUP |
i: I rr ,_, -. ., -1 1
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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE!; I_
IN AND FOR NEW CASTLE COUNTY
IN RE TCI VENTURES GROUP > CONSOLIDATED
SHAREHOLDERS LITIGATION > C.A. No. 16492NC
ANSWER
For their answer to the Complaint, AT&T Broadband and Internet Services, Inc.
(formerly known as Tele-Communications, Inc. ("TCI")) and the individual defendants (collectively,
the "Defendants") hereby state as follows:
NATURE OF THE ACTION
1. Plaintiffs own shares of TCI Ventures Group Tracking Stock ("Ventures
Tracking Stock") issued by Tele-Communications, Inc. ("TCI"). The Ventures Tracking Stock
reflects the separate performance of the TCI Ventures Group division of TCI ("Ventures") which is
comprised of TCI's principal international assets and businesses and substantially all of TCI's non-
cable and non-programming assets. TCI has two other divisions: TCI Liberty Media Group
("Liberty"), comprised of TCI's assets which produce and distribute programming services; and TCI
Group, comprised of TCI's subsidiaries and assets not attributed to Ventures or Liberty. In addition
to the Ventures Tracking Stock, TCI has issued tracking stocks which reflect the separate
performances of Liberty and TCI Group, respectively.
ANSWER: Denied, except that the second, third and fourth sentences are admitted as
correct prior to the merger of TCI into AT&T on March 9, 1999 and related transactions (the
"Merger"). Defendants are without knowledge or information sufficient to form a belief as to the
truth or falsity of the allegation that plaintiffs own shares of TCI Ventures Stock, which
therefore is denied.
2. TCI has agreed to be acquired by defendant AT&T Corp. ("AT&T") pursuant
to a merger agreement dated as of June 23, 1998 (the "Merger"). Incident to the Merger, the
Individual Defendants, who constitute TCI's Board of Directors, and AT&T have agreed that TCI
Group will serve as the conduit for the transfer to AT&T of certain exceedingly valuable assets (the
"Asset Transfers") now owned by Ventures for $5.5 billion, approximately one-half of the nresent
RLFl-20276052
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