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1
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INC. MOTION
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EXTRACTED KEY WORDS
CHANCERY RULE DELAWARE DISMISS DEFENDANTS JOHN HEREBY PURSUANT FAILURE PAUL GOULD JEROME KERN KIM MAGNESS ROBERT NAIFY NOMINAL DEFENDANT TELE-COMMUNICATIONS AMENDED DERIVATIVE COMPLAINT ABOVE-CAPTIONED LITIGATION DEMAND RELIEF HEREBY CERTIFY FOREGOING ATTORNEYS HAND DELIVERY JOSEPH MONHAIT GROSS GODDESS MELLON BANK |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE TELE-COMMUNICATIONS, >
INC. SHAREHOLDERS LITIG. > CA. No. 16128 -.
i
I'
NOTICE OF MOTION
To: Joseph A. Rosenthal, Esquire
Rosenthal, Monhait, Gross & Goddess
Mellon Bank Center, Suite 1401 / I.,
- i
-2 5
P. 0. Box 1070
Wilmington, Delaware 19899
PLEASE TAKE NOTICE that the attached motion to dismiss will be presented to
the Court at the convenience of the Court and counsel.
Kevm G. Abrams
J. Travis Laster
Dominick T. Gattuso
Richards, Layton & Finger
One Rodney Square
P. 0. Box 551
Wilmington, Delaware 19899
(302) 658-6541
Attorneys for Defendants John C. Malone,
John W. Gallivan, Donne F. Fisher, Leo J.
Hindery, Jr., J. C. Sparkman, Paul A. Gould,
Jerome H. Kern, Kim Magness, Robert A.
Naifl and Tele-Communications, Inc.
Dated: February 5,1999
SNIPPETS:
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2
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CONSOLIDATED AMENDED DERIVATIVE COMPLAINT
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EXTRACTED KEY WORDS
MALONE DEFENDANT SHARES GROUP SERIES CONTROL STOCK VOTING TRANSACTION PLAINTIFFS ESTATE AGREEMENT MAGNESS CHAIRMAN PURSUANT BUSINESS LIBERTY GROUP SHAREHOLDERS SUBSIDIARIES VENTURES GROUP DIRECTORS CONTROLLING STOCKHOLDERS SUPER-VOTING SHARES COMMON STOCK EXECUTIVE VICE PRESIDENT BENEFICIARIES EXERCISE PRICE AFFILIATES ESTATE SETTLEMENT |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE TELE-COMMUNICATIONS, INC. CONSOLIDATED
SHAREHOLDER LITIGATION C.A. NO. `161281NC
_
CONSOLIDATED AMENDED DERIVATIVE COMPLAiNT ;- 1
- c.. `:
Plaintiffs allege upon information and belief, except for paragraph 3
hereof, which is alleged upon personal knowledge, as follows:
SUMMARY OF ACTION
1. Plaintiffs bring this action derivatively in the right and for the
benefit of nominal defendant Tele-Communications, Inc. ("TCI" or the "Company")
against the Director Defendants (defined below) for breach of their duties to TCI, self-
dealing and unjust enrichment to certain defendants, and the waste of TCl's assets.
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2. The Chairman and controlling stockholder of TCI, defendant John
C. Malone ("Malone"), caused the Company to spend $274 million to finance his
acquisition of control over the Company pursuant to the transaction complained of
herein. As described below, the action of the Director Defendants in authorizing the
payment by TCI of $274, million lacked any legitimate business purpose and instead,
was designed to entrench voting control of TCI in Malone, entrench the Director
Defendants in their positions, and enrich Malone by $150 million in cash. It thereby
constituted a waste of corporate assets.
THE PARTIES
3. The following Plaintiffs are shareholders of nominal defendant TCI
and were shareholders at the time of the challenged transactions:
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