Amended complaint filed in TCT lawsuit

On Dec. 28, Joe and Barbara Campbell filed a second amended complaint against members of the Tri-County Telephone Association, Inc. (TCT). The complaint specifically names TCT CEO Chris Davidson, CFO Steve Harper, former board members Dalin Winters, Clifford Alexander, J.O. Sutherland, Daniel Greet and John K. Johnson, TCT purchaser Neil Schlenker and attorney Michael Rosenthal, esquire.

A number of companies are also named, including corporate law firm Hathaway and Kunz, Big Horn Telecom, BHT Holdings, BHT Investments and BHT Merger.

This second amended complaint is a response from the Campbells to the defendants’ request for more particularity related to the fraud allegations, and adds an additional 70 pages to the complaint, including a claim of securities fraud.

The complaint alleges violations of voting irregularities and violation of bylaws, fraud and breach of fiduciary duty by all defendants; fraud and misrepresentation by Davidson, Harper, Winters, Alexander, Greet, Johnson and Rosenthal; and civil conspiracy to defraud and deceive by Davidson, Winters, Schlenker, Alexander, Sutherland, Greet, Harper Johnson and Rosenthal.

An offer to purchase the cooperative was submitted by Schlenker on July 24, 2013. It was the second such proposal — the first, submitted in 2009, was rejected by the TCT Board of Directors — and would yield to owners only the value of cash on hand and a Verizon Put Option they already owned. According to the suit, Davidson and several former board members allegedly robbed owners in the co-op of the value of their ownership interests after the co-op was sold at the end of 2014.

The securities fraud claim alleges the defendants omitted material facts related to the value of the Verizion option that were required to make the information provided not misleading in the light of circumstances in which their statements were made. The claim further reads the defendants did not disclose the transaction in which BHT would sell the Verizon investment security, thereby withholding material information from the owners and engaging in false and misleading statements and conduct intended to defraud the owners.