IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
, .,.a. >
IN AND FOR NEW CASTLE COUNTY
CURTIS C. WRIGHT,
Plaintiff,
;
V. > C.A. No. 18576-NC
RONALD J. HAAN and OPERATOR i
COMMUNICATIONS INC.,
i *
Defendants. )
STIPULATION AND AGREEMENT OF SETTLEMENT,
The parties to the above-captioned civil action (the "Actio,n"), by and through
their attorneys, enter into this Stipulation and Agreement of Settlement (the
"Stipulation" or "Settlement Agreement"), subject to the approval of the Court:
WHEREAS:
A. The Action is a class action on behalf of the former public stockholders
of International Telecharge, Inc. ("ITI" or the "Company") other than certain
shareholders identified below. Prior to March 31, 1993, IT1 was a publicly traded
long-distance telephone company. On or about March 31, 1993 Ronald J. Haan
("Haan") and his affiliates acquired all of the shares of IT1 that they did not already
own in a merger in which ITI's public stockholders received a c,ash payment of $.30
per share (the "Merger").
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SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
STIPULATION AND AGREEMENT OF SETTLEMENT,
enter into this Stipulation and Agreement of Settlement (the
subject to the approval of the Court:
of International Telecharge, Inc. other than certain
Prior to March 31, 1993, IT1 was a publicly traded
1993 Ronald J. Haan
own in a merger in which ITI's public stockholders received a c,ash payment of $.30
Shortly after the Merger was effectuated, a group of former IT1
stockholders commenced litigation on an individual basis in
the Delaware Court of Chancery against Haan and certain of his affiliates alleging,
with the Merger (the "`Bomarko Litigation").
who commenced and prosecuted the Bomarko Litigation collectively owned,
in connection with the Merger.
Haan and his affiliates in the amount of $1.51 per pre-Merger:ITI share plus prejudgment
of them, other than the plaintiffs in the Bomarko Litigation, the defendants in this
E. Plaintiff, through his counsel, has completed a thorough investigation
attorneys, representatives, heirs and advisors, shall be compromised, settled,
cause the sum of $300,000 (the "Settlement Fund') to be paid in twelve monthly
Class Counsel shall pay these taxes (and
(4 If the defendants fail to make any of the monthly payments
(4 Distribution of monies from the Settlement fund shall be made
parties hereto shall jointly apply to the Court for the entry of the Scheduling Order
The provisions contained in this Stipulation and all negotiations,
All parties agree to cooperate and to use their best efforts to effectuate
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