OSHER v ITC HOLDING - Legal Case Documents


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OSHER v ITC HOLDING

Keywords & Phrases

CaseNo: C.A. No. 18,837, CourtCode: CC, CourtName: IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, Plaintiff: OSHER, State: DE Delaware, UniqueCaseRef: DE>CC>00018837, Investment Agreement, Settlement, Holding, Deltacorn, Shareholders, Itcd, Common Stock, Proxy, Parties, Directors, Stock, Shares, Vote, Expedited Proceedings, Williams, William, Special Committee, Chancery, Motion, Price, Stockholders, Larry, Stock Option Plan, Transactions, Preferred Stock, Annual Meeting, Public Shareholders, Conversion, Itc Holding Company, Transaction, Proxy Statement, Purchase Price, Timmerman, Definitive Proxy Statement, Exercise Price, Paragraph, Preliminary Injunction , ContentID: 120246274

Case Documents

2001-06-18

STIPULATION OF SETTLEMENT
[ see first page and extracted highlights below ] ItemID: 114853

30 pages
PDF

2001-04-24

PLAINTIFFS MEMORANDUM OF LAW IN SUPPORT OF MOTION FOR EXPEDITED PROCEEDINGS
[ see first page and extracted highlights below ] ItemID: 115292

19 pages
PDF

Total Documents: 2 documents , 49 pages

Price: $ 24.95

IVESLCD01 KGI0001

1 . STIPULATION OF SETTLEMENT

EXTRACTED KEY WORDS

INVESTMENT AGREEMENT
DELTACORN
COURT
PARTIES
STOCK
HOLDING
WILLIAMS
SHARES
CHANCERY
COMMON STOCK
COUNSEL
STOCKHOLDERS
DEFENDANTS
LARRY
TRANSACTIONS
PREFERRED STOCK
ANNUAL MEETING
PLAINTIFF
SPECIAL COMMITTEE
ATTORNEYS
PROXY STATEMENT
PURCHASE PRICE
DIRECTORS
PARAGRAPH
SECOND VOTE REQUIREMENT
REPRESENTATIVES
SETTLEMENT HEARING
TOTAL EXERCISE PRICE
OUTSTANDING SERIES

                  IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
                                     IN AND FOR NEW CASTLE COUNTY

                                                          )1
DAVID OSHER,                                              )1
                  Plaintiff,                              1
V .                                                       11
ITC        HOLDING COMPANY,,                    INC.; )
ITC^DELTACOM,                     INC.;    CAMPBELL )
B.      LANIER,              III;     WILLIAM.  H. 1
SCOTT, III; ANDREW M. WALKER;                                     CIVIL
                                                          1
WILLIAM B.                   TIMMERMAN;         JAMES             ACTION NO:        18837
                                                          1
H.         BLACK, JR.; 0.                        GENE 1
GABBARD;               ROBERT A.           DOLSON;        1
LARRY F. WILLIAMS; WILLIAM T.
PARR;              JAMES V.                MARTIN; ;
DONALD W. BURTON,                                         ))
                       Defendants.                        111

                                      STIPULATION OF SETTLEMENT


                     The parties to the above-captioned civil action, by and

through             their         attorneys,      have           entered    into     the    

Stipulation of Settlement (the "Settlement"), subject to the

approval of the Court:

                     WHEREAS:



Atlanta-2093442v4-OE523.176001



        A..      This Settlement concerns the Investment Agreement

(the    "Investment      Agreement")       between    ITC"DeltaCom,       Inc.

("DeltaCorn")  and ITC Holding Company, Inc. ("Holding") entered

into as of February 27, 2001.               The material terms of the

Investment Agreement provide for Holding, and possibly other

SNIPPETS:

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

This Settlement concerns the Investment Agreement

Investment Agreement provide for Holding,

up to 150,000 shares of

cumulative convertible preferred stock (the "Series B preferred

stock") at a purchase price of $1,000 per share;

warrants to purchase shares of DeltaCorn common stock for a

total exercise price of up to $45 million.

outstanding Series B preferred stock and the issuance of common

DeltaCorn decided to pursue the Investment

Black, Jr., who were the three DeltaCorn directors who on such

recommen'dation of the Special Committee,

On February l9, 2001, the Board appointed Larry F.

appointment of Mr. Williams, Mr.

to, and in the best .interest of, DeltaCorn and its stockholders

transactions contemplated thereby and unanimously recommended

annual meeting and accompanying proxy statement (the "Proxy

Proxy Statement as the "majority of the minority vote

requiring Defendants to disclose fully and fairly all facts

Defendants provided to Plaintiff's counsel confidential due

Plaintiff and for the Defendants held discussions and conducted

the parties, Plaintiff's counsel and counsel for the Defendants

Agreement's second vote requirement; modifications to the

stockholders, representatives, employees, attorneys, financial

pending the Settlement Hearing,

provided in Paragraph 5 herein.

2 . PLAINTIFFS MEMORANDUM OF LAW IN SUPPORT OF MOTION FOR EXPEDITED PROCEEDINGS

EXTRACTED KEY WORDS

DEFENDANTS
HOLDING
PLAINTIFF
SHAREHOLDERS
ITCD
PROXY
DIRECTORS
VOTE
COMMON STOCK
EXPEDITED PROCEEDINGS
COURT
WILLIAM
MOTION
SHARES
PRICE
SPECIAL COMMITTEE
STOCK OPTION PLAN
PUBLIC SHAREHOLDERS
CONVERSION
ITC HOLDING COMPANY
TRANSACTION
TIMMERMAN
DEFINITIVE PROXY STATEMENT
EXERCISE PRICE
PRELIMINARY INJUNCTION
FIDUCIARY DUTY
MATERIAL INFORMATION
MEMORANDUM
RECOMMENDING

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
/
IN AND FOR NEW CASTLE COUNTY

DAVID OSHER,

F'laintiff,

V. ) C.A. No. 18837
)
ITC HOLDING COMPANY, INC., ITC
DELTACOM INC., CAMPBELL B. LANIER, III,
WILLIAM H. SCOTT, III, ANDREW M.
WALKER, WILLIAM B. TIMMERMAN, JAMES
H. BLACK, JR., 0. GENE GABBARD, ROBERT
A. DOLSON, LARRY F. WILLIAMS, WILLIAM
T. PARR, JAMES V. MARTIN AND DONALD
W. BURTON,

Defendants.

PLAINTIFF'S MEMORANDUM OF LAW
IN SUPPORT OF HIS MOTION FOR EXPEDITED PROCEEDINGS

Plaintiff David Osher ("plaintiff') respectfully submits this memorandum in

support of his motion for an Order setting an expedited schedule for this action.

PRELIMINARY STATEMENT

On or about April l&2001, ITC Deltacom Inc. ("ITCD" or the "Company") filed

a definitive proxy statement (the "Proxy") disclosing that its Board of Directors had

approved and was recommending that the Company's shareholders vote in favor of (1)

an investment agreement (the "Investment Agreement") that the Company had

entered into with ITC Holding Company, Inc. ("Holding") on February 27, 2001; and

(2) the adoption and amendment of the Company's 1997 Stock Option Plan (the "1997

Stock Option Plan").

On Apri.1 20, 2001, plaintiff, the owner of ITCD common stock, filed his

SNIPPETS:

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

ITC HOLDING COMPANY, INC., ITC DELTACOM INC., CAMPBELL B. LANIER, III, WILLIAM H. SCOTT, III,

PLAINTIFF'S MEMORANDUM OF LAW IN SUPPORT OF HIS MOTION FOR EXPEDITED PROCEEDINGS

ITC Deltacom Inc. ("ITCD" or the "Company") filed

a definitive proxy statement disclosing that its Board of Directors had

approved and was recommending that the Company's shareholders vote in favor of

an investment agreement that the Company had

On Apri.1 20, 2001, plaintiff, the owner of ITCD common stock, filed his

a Motion for a Preliminary Injunction and a Motion for Expedited

defendants and their associates and affiliates.

Company's public shareholders; defendants have breached their fiduciary duties by

public shareholders may cast a fully-informed vote on the proposed transaction.

With respect to the proposals concerning the 1997 Stock Option Plan,

which have an exercise price based upon the depressed market value of the Company.

to approve even more shares for the Company's officers.

Plan without material information necessary to cast an informed vote.

The eleven individual defendants are directors of ITCD.

Gene Gabbard, William H. Scott, III, and William B. Timmerman

issuance of shares of ITCD common stock upon conversion of the Series B Preferred

The Special Committee initially

In addition to the breaches of fiduciary duty described above,


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