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TPI ENTERPRISES, INC. SUES MCCAW CELLULAR COMMUNICATIONS, INC., AND OTHERS OVER SECRET SIDE AGREEMENT

 WEST PALM BEACH, Fla., Nov. 1 /PRNewswire/ -- TPI Enterprises, Inc. (NASDAQ-NMS: TPIE) and its wholly-owned subsidiary, Maxcell Telecom Plus, Inc., today announced a suit against McCaw Cellular Communications, Inc. (NASDAQ-NMS: MCAWA), and several other defendants for damages and other relief in connection with the sale of cellular interests in the Southeast.
 The suit was brought in 15th Circuit Court in Palm Beach County, Florida, because McCaw and Charisma Communications, a former partner of Maxcell, failed to disclose the existence of a secret agreement to share in net profits from the resale of the cellular properties.
 "TPI and Maxcell learned about the secret agreement when shareholders of Charisma sued McCaw in the United States District Court in Washington, D.C., for breach of the promise to pay 25 percent of the net profits realized from the resale of the former Charisma and Maxcell properties which McCaw included in a Billion Dollar package of cellular interests sold to Contel Cellular, Inc.," said Stephen R. Cohen, Chairman of TPI.
 "Maxcell would never have joined in the sale with Charisma to McCaw had the secret profit-sharing deal been revealed. The additional profit interest elevated the value of Charisma's share of the McCaw sale for above the value of its partner, Maxcell," Cohen said.
 The suit filed today in Palm Beach County values the interests which Maxcell sold to McCaw at more than a Billion Dollars and seeks alternative theories of damages, recision, interest and costs. Charisma has valued the secret contract right at more than $250 million in its suit in Washington, D.C.
 Cohen said the basis of the sale to McCaw in 1986 was an agreement that Charisma and Maxcell would pledge sales of their individual and partnership non-wireline interests in mirror contracts. Each contract was contingent upon the sale of the other partner's interests to McCaw.
 Discovery already completed in the suit between McCaw and Charisma indicates that the two concurred the side agreement would not be disclosed to Maxcell. McCaw has taken the position in sworn discovery responses that it considered the secret agreement a breach of Charisma's fiduciary duty to its partner, Maxcell.
 Sworn depositions and other discovery responses in the Washington, D.C., suit and a ruling by Judge Harold Greene earlier this year which denied McCaw's efforts to summarily dispose of Charisma's claims, prompted further investigation by Maxcell before filing suit today.
 In addition to McCaw, the defendants in the Florida case include individuals who were shareholders of Charisma at the time of the sales and who represent the class of beneficiaries of the subsequent dissolution of the former Delaware corporation into a liquidating trust.
 As with any litigation there can be no assurance as to what the ultimate outcome will be or, if TPI prevails, what measure of damages a court will ultimately impose.
 TPI is one of the largest restaurants franchisees in the United States as well as the nation's largest franchisee of Shoney's and Captain D's restaurants. TPI currently owns and operates 200 Shoney's and 71 Captain D's in Florida, North Carolina, Tennessee, Arkansas, South Carolina, Alabama, Mississippi, Texas, Georgia, Michigan and Arizona.
 -0- 11/1/93
 /CONTACT: Stephen R. Cohen, Chairman of the Board of TPI, 407-835-8888/
 (TPIE MCAWA)


CO: TPI Enterprises, Inc.; Charisma Communications; McCaw Cellular
 Communications, Inc.; Maxcell Telecom Plus, Inc. ST: Florida, Delaware IN: LEI TLS SU:


PS-TA -- NY026 -- 9064 11/01/93 10:39 EST
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Publication:PR Newswire
Date:Nov 1, 1993
Words:566
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