IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
---me_-_- _----_-----_--------___________I__ X
JEFF BLAINE . .. .. .. .
Plaintiff, . .. ..
V. . . C . A . N o
.. .
TELEPORT COMMUNICATIONS GROUP, . .
INC., C.B. ROGER&JR., BRIAN L. ROBERTS, ;I
JAMES BRUCE LLEWELLYN, BRENDAN R. ::
CLOUSTON, LARRY E. ROMRELL, LAWRENCE S. ::
SMITH, ROBERT ANNUNZIATA, JAMES 0. ::
ROBBINS, JIMMY W. HAYES, DAVID M.
WOODROW, JOHN R. DILLON, BERNARD W. ;;
SCHOTTERS, GERALD W. GAINS,
TELECOMMUNICATIONS, INC., COMCAST :I
CORPORATION, and COX COMMUNICATIONS, ::
INC.,
. .
Defendants. .
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CLASS ACTION COMPLAINT
Plaintiff, by his attorneys, alleges upon information and belief, except as
to paragraph 1 which plaintiff alleges upon knowledge, as follows:
1. Plaintiff Jeff Blaine is a stockholder of defendant Teleport
Communications Group, Inc. ("Teleport" or the "Company").
2. Defendant Teleport is a Delaware corporation, with executive
offices located at One Teleport Drive, Staten Island, New York. Teleport is one of the
largest local telephone exchange carriers. As of November 14, 1997, there were over
61 million shares of Teleport Class A stock and 113 million shares of Teleport class B
stock outstanding,
3. Defendant Tele-Communications, Inc. ("TCI") is. a Delaware ,' "
corporation with executive offices located at 5619 DTC Parkway, Englewood, Colorado.
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
Plaintiff, by his attorneys, alleges upon information and belief, except as
Plaintiff Jeff Blaine is a stockholder of defendant Teleport
Communications Group,
61 million shares of Teleport Class A stock and 113 million shares of Teleport class B
TCI, among other matters, constructs, acquires, owns and operates cable television
TCI owns and/or controls shares representing approximately 37.3 percent of
Teleport's total outstanding shares.
corporation with executive offices located at 1500 Market Street, Philadelphia,
Comcast develops,
Comcast owns and/or controls approximately 19.8 percent of Teleport's total
Cox is a diversified communications company with interests in domestic and foreign
approximately 29.8 percent of Teleport's total outstanding shares.
Chief Financial Officer and an Executive Vice President of TCI.
Defendant Robert Annunziata is President, Chief Executive Officer
Financial Officer and a Senior Vice President of Cox.
The individual defendants named above are collectively referred to
The Individual Defendants as officers and/or directors of Teleport
R. 23, on behalf of all common stockholders of Teleport, or their
The Class is so numerous that joinder of all members is
AT&T stock on January 7, 1998, the day prior to the announcement, the transaction
Defendant Annunziata and other top executives of Teleport have signed long term
local telephone market while maintaining the strategic option of re-entering the market
consummate the proposed merger to the irreparable harm of the members of the Class.
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