Free Motion for Protective Order - District Court of Arizona - Arizona

I Ray K. 1-Iarris, # 007408
2 FENNEMORE CRAIG, P.C.
3003 N. Central Ave., Suite 2600
3 Phoenix, AZ 85012-2913
4 (602) 916-5414
5 Edward R. Garvey, Admitted Pro Hac Vice
GARVEY McNEIL & McGILLIVRAY
6 634 W. Main Street, Suite 101
Madison, WI 53703
7 (608) 256-1003
Garvey@g,inniattomeys.coni
8
Attorneys for Defendants Harlem
9 G1obetrottersInt’l, Inc., Harlem Globetrottets
10 Intemational Foundation, Inc., and
Mannie L. & Catherine Jackson
1 1
12 UNITED STATES DISTRICT COURT
DISTRICT OF ARIZONA
13
I EADOWLARK LEMON, a married man, o. CV 04 0299 PHX DGC and CV-04-1023 PHX
14 II GC
Plaintiff]
I5 AFFIDAVIT OF MANNIE JACKSON
S.
16
IARLEM GLOBETROTTERS INTERNAI`IONAL,
17 I C., etal.;
18 Defendants.
19 I RQED “CURLY" NEAL et al.,
go Plaintiffs,
2] s.
22 I ARLEM GLOBETROTTERS INTERNATIONAL,
NC., et al.;
23
Defendants.
24
1 ARLEM GLOBETROTTERS INTERNATIONAL,
25 NC., an Arizona corporation,
26
Case 2:04-cv-00299-DGC Document 175-2 Filed 10/14/2005 Page 1 of 4

I Counter-clairnant,
s.
2
3 . EADOWLARK LEMON, a married man,
4 Counterdefendant.
5
6 STATE OF ARIZONA )
) ss.
7 `MARICOPA COUNTY )
8 Mannie Jackson, being sworn, deposes and states as follows:
9 l. I am CEO of Harlem Globetrotters, International Inc. (HGI, Inc.) and I have been named
I0 as a Defendant in this action personally and as the CEO of HGI, Inc. I previously submitted an
I 1
Affidavit, on October 6, 2005, prior to receipt of Judge Campbell’s written order of October 2, 2005. I
I2
reaffirm the statements made in my October 6 Affidavit and submit this Affidavit to more fully respond
I3
M to Judge CarnpbelI’s Order.
15 2. In Paragraph I ofthe Order, the Court ordered me, on behalf of Defendant I-IGI, Inc, to
16 provide to Plaintiffs an affidavit confirming the following facts:
I 7 a) the recent stock purchase transaction has not altered the
corporate status of Harlem Globetrotters International, Inc.;
18 b) the rec ent transaction will not result in a change of officers
1 9 ofthe corporation who are also defendants in this case;
c) the recent transaction will not be used to assert any defense
20 in motion practice or at trial in this case;
d) the recent transaction will not result in any change of
21 parties in this litigation; and
e) the recent transaction will not result in a change ofcounsel
22 in this litigation.
23 My Affidavit of October 6 confirmed all but (b) above. I hereby aver that I am the only officer
24 . . . . .
ofthe Corporation who IS a defendant rn the case and that I will remain as an officer of`HGI, Inc. I have
25
26
Case 2:04-cv-00299-DGC Document 1752-2 Filed 10/14/2005 Page 2 of 4

E attached my Employment Contract as further evidence that I will remain in my current position. (Bates
2 2171-2}S5)
3 3. The Court also ordered in paragraph 2 that Defendants produce to Plaintiffs "(a) any and
4 all contracts and agreements, with attachments, executed in connection with the recent stock purchase
5 transaction." In response to the Court’s Order, I have attached the Contribution, Purchase and Sale
6 Agreement by and among HG1, Inc., Mannie L. Jackson and HG1 Holdings, Inc., dated September
-7 27, 2005 and marked “Highly Confidential? This 389-page document includes the Purchase and Sale
; Agreement and twenty—two attachments. In addition, I have produced the Letter of Intent dated July 17,
10 2005. Paragraph l0 of the Letter of Intent describes my Employment Agreement as contemplated at that
1] date. I aver that I am under contract to continue as the CEO of I-IGI, Inc.
1 2 4. The Court also ordered in paragraph 2(b) that Defendants produce "any and all
13 documents generated in connection with the negotiation, due diligence, or consummation of the recent
M transaction that relate in any way to this litigation," the claims asserted by Plaintiffs in this litigation,
15 and any indemnification or similar agreements related to this litigation.
I6 Because this litigation was not a significant factor in the negotiations and due diligence leading
ig to the equity purchase, only a few references were made to the present litigation. At Bates 2044 and
19 2055, I agree to pay any and all losses or settlement amounts. In other words, to indemnify Buyer from
20 any award of damages. Cormsel also described the pending litigation at Bates 2115-2117.
21 5. Employees salaries and employment statuses are kept confidential by HG]. The
22 disclosure of this information would injure HGI’s business interests because, if this infonnation were
23 made public, it would unfairly affect HGl’s bargaining position when negotiating with current or future
24 employees in setting salaries. Moreover, HG1 does not disclose salary information among its employees
25
26
Case 2:04-cv-00299-DGC Document 17532 Filed 10/14/2005 Page 3 of 4

DCT-13-EEIEIE 1'5=i»3E- Fr~om=G1.UBETRUTTERS ·E·i2E‘6ETE|59E· To=Fennemc·re Crais F`. i.’E
UCT—l3—2B€i5 1e: oa ensues 2. 5`|'Ul.lDFRD eee256ee33 P. e·=v·o¤i
1 in order to protect the privacy interests of its employees. Additionally, these are highly sensitive
2 etnploytnetit matters that arenot relevant to the lawsuit.
3 6- Similarly, disclosure o1'En::ployu1ent Agreements would injure I-l“Gl’s business interests
4 because this would unfairly affect l—[GI’s bargaining position when negotiating with UUTFGHI or Future
5 exwotive 5l.ii.H·l1`l setting salaries or retaining key personnel.
6 7. The pajeoff letter is an agreement between an investment banker and HG1 for the
7
bank¤r’s services in brokering the wie of stock between the buyer and the seller. The document does
S
not contain any information about the sale of stock.
9
10 8. HGI`s bank account numbers arc highly sensitive information and, ifmatie public, could
ll be used for illegal, improper, and fraudulent purposes. HG1 the strictest oo¤.Edenti.ality on its
ig bankacoount numbers.
ii 9. The spreadsheet entitled "ML.T's not-equity-Paid at Closing September 27" relates to
M I·1GI’s estrimatetl cost oflitigation for this mann. This iittfonnatiion is highly sensitive. lt was Plcpmd
15 based on our att¤meys‘ estimates of the iinaneial risk of this lawsuit only for the ptuposes ofoompleting,
16
the due diligence review. Disclosure would prevent I-IGI from entering imo good faith negotiations with
I?
Pléliiiiiifis.
l 3
19 Dated this 13m clay of October, 2005. »‘“ ·
I - ' . "
20 _ # _ _`.._
Manrne Jackson
21
22 SubscJ:1`b:d and Sworn to before me
23 tliis igilday of October, 2005
. OFFt"i»it s
24 ‘ --. ~D%’,il°éEiE Higiiilkg
wu _ Publ1¤:.,SLat¤ ofhnzooe ·-.._ 1 ’ gg mma
25 Y¤¤m·¤~o~@*£-Q-s+ Myccmm-I5<5irssU0iiiQ‘i2EGB
2.6 l
-4—
TDTPIL P. on
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