Information Statement
Distribution of up to Approximately 1,450,000 Membership Shares
This information statement is being furnished in connection with Class Corridor’s distribution of approximately 1,450,000 of its membership shares to members of the settlement class in connection with the final resolution of a lawsuit entitled Frederick A. Uhl and Timothy Elzinga v. Thoroughbred Technology and Telecommunications, Inc. The lawsuit is pending in the United States District Court for the Southern District of Indiana, Indianapolis Division.
The lawsuit is a class action brought by landowners whose property underlies or adjoins certain railroad corridors used by Norfolk Southern Company, certain of its subsidiaries and Pennsylvania Lines LLC. Thoroughbred Technology and Telecommunications, Inc ("T-Cubed"), a subsidiary of Norfolk Southern, has built and continues to build a telecommunications system through the railroad corridors. The lawsuit seeks compensation for the landowners.
T-Cubed and the plaintiffs have executed a settlement agreement. The court has preliminarily approved the settlement agreement. A fairness hearing has been scheduled for August 21, 2001. At that fairness hearing, the court will determine whether the settlement agreement is fair to the members of the settlement class. The settlement agreement provides for both cash and asset compensation. The cash compensation is set forth in the settlement agreement and is summarized in the notice to class members approved by the Court and mailed to class members on May 29, 2001. The asset compensation will be transferred to the Company. Subject to the court’s determination of fairness, we will distribute to the members of the settlement class, up to approximately 1,450,000 of our membership shares.
We will distribute membership shares to each member of the settlement class who elects to participate in the settlement and provides certain required information. Participating class members will receive one membership share for each 10 linear feet of real estate owned by that member along the railroad corridors. Class members are not required to accept shares in the Company.
There is no trading market for our membership shares and we do not expect a market to develop after the distribution.
In reviewing this information statement, you should carefully consider the matters described under Risk Factors .
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.
We are distributing our membership shares in reliance on the exemption from registration under Securities Act of 1933 contained in section 3(a)(10) of the Securities Act. We have not filed a registration statement covering our membership shares with the Securities and Exchange Commission.
The date of this information statement is May 29, 2001
TABLE OF CONTENTS
Summary of Material Terms of the Operating Agreement
NOTE: A complete copy of this Information Statement can be downloaded from the Legal Documents page.