IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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X
PETER SALIT,
Plaintiff,
-against-
PETER C. BOYLAN III, GARY S. HOWARD,
LAWRENCE FLINN, JR., ROBERT R. BENNETT,
LEO J. HINDERY, LARRY E. ROMRELL, J. C.A. No. [d&NC
DAVID WARGO and PRIMESTAR, INC.,
Defendants,
-and-
UNITED VIDEO SATELLITE GROUP, INC.,
Nominal Defendant.
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COMPLAINT
Plaintiff, by his attorneys, alleges upon inforrnation and belief, except as to
paragraph 1 which plaintiff alleges upon knowledge, as follows:
1. Plaintiff Peter Salit is a stockholder of defendant United Video
Satellite Group, Inc. ("UVSG" or the "Company"). Plaintiff brings this action derivatively
in the right of and for the benefit of UVSG.
2. Nominal defendant UVSG is a corporation duly organized and
existing under the laws of the state of Delaware, with its principal offices located at 7140
South Lewis Avenue, Tulsa, Oklahoma 74136. As of March of 1998, there were
approximately 36.6 million shares of UVSG common stock outstanding. UVSG provides
satellite-delivered video, audio, data and program promotion services to multichannel
SNIPPETS:
DAVID WARGO and PRIMESTAR, INC.,
Plaintiff, by his attorneys, alleges upon inforrnation and belief, except as to
Plaintiff Peter Salit is a stockholder of defendant United Video
Satellite Group, Inc. ("UVSG" or the "Company").
approximately 36.6 million shares of UVSG common stock outstanding.
TCI also produces, acquires and distributes programming
representing approximately 93% of the total voting power of the UVSG common stock.
TCI, in turn, is controlled by John Malone, its Chairman and Chief Executive
Officer, who has voting power over 48.68% of the outstanding common stock of TCI.
TSAT currently holds a 37% ownership
Ventures Group stock and 4.9 million shares of Series A Liberty Media Group stock,
joined UVSG in October of 1994 as Executive Vice President and Chief Financial Officer.
He was elected as a director in July 1995, Chief Operating Officer in December 1996
Defendant Gary S. Howard is a director of UVSG.
various positions with TCI and its subsidiaries since joining TCI in 1991,
Hinder-y has served President, Chief Executive Officer and/or a director of many of TCl's
partnership interests of an additional limited partnership of which Hindery was the 100%
TCI Music, Inc. and sits on the board of directors of TCIC, TCI Pacific Communications,
TCI in a transaction in which TCI acquired UVSG common stock then representing
UVSG recognizes a substantial portion of its revenues from its direct-to-home satellite
the retail C-band businesses of UVSG's Superstar division and Liberty's Netlink division.
Prior to the formation of SNG, Superstar operated as a division of UVSG.
control of SNG which it had managed since its formation.
The consolidation of these assets at UVSG should enhance their value,
the expense of UVSG's public stockholders.
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