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1
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INC. ANSWER
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EXTRACTED KEY WORDS
DEFENDANTS MERGER STOCK TCOMA TRANSACTIONS INDIVIDUAL DEFENDANTS TCI GROUP LIBERTY TRACKING STOCK COURT SHARES HOLDERS DEFENDANT MALONE RELATED TRANSACTIONS CORRECT PRIOR TCI BOARD SEPARATE PERFORMANCE SPECIAL COMMITTEE TCOMB SHARES MERGER AGREEMENT PLAINTIFFS COMMON STOCK SHAREHOLDERS PROXY STATEMENT CHIEF EXECUTIVE OFFICER TCI MANAGEMENT DEFENDANTS INCORPORATE TELE-COMMUNICATIONS TCI GROUP DIVISION |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ,.- .-.
IN AND FOR NEW CASTLE COUNTY
:
IN RE TELECOMMUNICATIONS, INC. : CONSOLIDATED `:
SHAREHOLDERS LITIGATION : CA. No. 16470NC
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 Series A TCI Group Common Stock ("TCOMA")
issued by Tele-Communications Inc. ("TCI"). TCOMA is a tracking stock that reflects the
performance of the TCI Group division of TCI which is comprised primarily of TCI's
domestic cable assets. TCI has two other divisions: TCI Liberty Media Group ("Liberty")
comprised of TCI's assets which produce and distribute programming services and TCI
Ventures Group ("Ventures") comprised ofTCI's principal international assets and businesses
and substantially all of TCI's non-cable and non-programming assets. TCI trades as three
separate tracking stocks each of which reflects the separate performance of one of TCI's
three divisions.
ANSWER: Denied, except that the second, third and fourth sentences are
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 TCOMA stock, which
allegation 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"). In connection with the
RLFl-`2011222-2
Merger, holders of Series B TCI Group Common Stock ("TCOMB") will receive a 10% per
share premium in AT&T stock over and above the per share consideration to be paid to
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2
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INC. CONSOLIDATED AMENDED COMPLAINT
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EXTRACTED KEY WORDS
PLAINTIFFS DEFENDANTS SHAREHOLDERS MERGER SHARES STOCK HOLDERS DEFENDANT MALONE TCOMA YORK TCOMB TCI BOARD SPECIAL COMMITTEE WILMINGTON COUNSEL TRANSACTIONS TCI GROUP CONSOLIDATED AMENDED COMPLAINT INDIVIDUAL DEFENDANTS DIRECTORS COMMON STOCK RODNEY SQUARE MARKET STREET TRACKING STOCK GROUP SERIES CHIEF EXECUTIVE OFFICER EXECUTIVE VICE PRESIDENT MADISON AVENUE PROXY STATEMENT |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR
. . . . . . . . . . . . . . . . . . . . . ..m....................-... . . . . . . . . . . . . . . .
....................~
IN RE TELECOMMUNICATIONS, INC.
i CONSOLIDATED
SHAREHOLDERS LITIGATION
i C.A. No. 16470NC
TO: Kevin G. Abrams, Esquire
Richards, Layton & Finger
One Rodney Square
Wilmington, DE 19801
Alan J. Stone, Esquire
Morris, Nichols, Arsht & Tunnel1
1201 N. Market Street
Wilmington, DE 19801
Plaintiffs herewith file the within Consolidated Amended Complaint
paragraph 5 of the Order of Consolidation entered herein on December 4, 1998.
TIKELLIS, LLP
quare
5
Delaware 19899
00
ONHAIT, GROSS
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