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                Thursday, March 16, 2000, Vol. 2, No. 53


ASBESTOS LITIGATION: House Judiciary Committee Debates on Process
CANADA: Canadian-Serbs Sue Fed Govt for NATO Bombing
CINAR CORP: Milberg Weiss Plans to Expand Securities Suit Filed in NY
COREL CORP: To Vigorously Defend Itself Against Securities Suit in PA
ECONNECT INC: Weiss & Yourman Files Securities Suit

FLEMING COMPANIES: Contests Amended Complaints Filed by Investors in OK
FLEMING COMPANIES: Kansas Ct Orders Arbitration for Retailers' Case
FLEMING COMPANIES: Plans Vigorous Defense of Customers' Case in Utah
FLIR SYSTEMS: Milberg Weiss Corrects Period for Securities Suit in OR
HASTINGS ENTERTAINMENT: Bernstein Litowitz Files Securities Suit in TX

HUGHES ELECTRONICS: EchoStar Alleges of Monopolization in CO
HUGHES ELECTRONICS: NRTC Affiliates Sue DIRECTV in CA for Their Members
JOSTENS INC: MN Ct Consolidates Investors' Suits Re Price in Merger
JOSTENS INC: Overturn of Jury Verdict for TX Antitrust Suit on Appeal
NATHANS FAMOUS: FL Ct Strikes Class Status in Suit Re Miami Subs Merger

NEFF CORP: Miami-Based Firm Defends Management Buyout Deal
NETWORK ASSOCIATES: SEC Writes on Leading Role Issue in Securities Suit
PUBLISHERS CLEARING: Lawyers Fined for Delaying Sweepstakes Settlement
SOTHEBY'S HOLDINGS: Berger & Montague Expands Securities Suit in NY
TELE-CASH INC: DE Ct Refuses to Compel Arbitration for TILA & EFTA Case

TOBACCO LITIGATION: Trial nearing End; Jury Deliberations Next Week


ASBESTOS LITIGATION: House Judiciary Committee Debates on Process
Lester Skramstad was diagnosed with asbestosis, a deadly lung disease,
in 1995, 34 years after he quit working at a Libby, Mont., mine that
produced asbestos-tainted vermiculite, a material used in insulation and
construction. Since then his wife and two of his children have come down
with the disease, possibly from secondhand exposure. ''It's going to
kill me, I've accepted that,'' Skramstad, 63, said at a recent Capitol
Hill news conference. ''But I hope my wife and children get their day in
court. That's what the American justice system is all about.''

Skramstad and the people of Libby, a town ravaged by asbestos-related
diseases, are the faces behind a debate raging in Congress over efforts
to streamline the claims process for hundreds of thousands of asbestos
victims. On one side are business groups and Republicans; on the other,
trial lawyers and Democrats.

And the first battleground is the House Judiciary Committee, where
Chairman Henry Hyde, R-Ill., is pushing a bill this week to channel all
asbestos claims through a new Justice Department office that would
establish medical eligibility and encourage quick settlements. But not
one Democrat on Hyde's committee has indicated support. The committee's
top Democrat, John Conyers of Michigan, calls it a ''mean-spirited''
attempt to ''literally shut the door on many who will eventually die
from what was often, in my judgment, reckless if not intentional

Committee action on the bill scheduled for Tuesday, March 14 was delayed
as six states were holding primary elections, keeping lawmakers away
from Washington.

Supporters of the bill point to the Supreme Court decision last year
that rejected a $1.5 billion asbestos settlement with Fibreboard Corp.
of Dallas. At issue was the huge size and unwieldy nature of the class
action pool, which ranged from the deathly sick to those not yet
suffering from health problems. Chief Justice William Rehnquist said the
situation ''cries out for a legislative solution.''

Under the proposed legislation, the new Justice Department office would
determine if a person is eligible for payment. The defendant company
would make a settlement offer, and the office would propose its own
figure. If the claimant was unhappy with the offer, he could appeal to
an administrative court for action within 90 days or to a state or
federal court.

The Coalition for Asbestos Resolution, the industry-backed group
lobbying for Hyde's bill, said more than 500,000 asbestos cases have
been filed in the past three decades and more than 200,000 are still
pending. The legislation will ''reduce today's overwhelming backlog''
and ''ensure that asbestos victims will receive cash in hand rather than
years in court,'' the coalition says. ''Sick claimants are victimized
twice, once by disease and once by the legal system,'' Hyde said.

Richard Middleton, president of the Association of Trial Lawyers of
America, has a counterargument: The Supreme Court was dealing with
outdated information and, after decades of precedent-setting decisions,
there's no longer a backlog in asbestos cases. ''Not only is the bill
not necessary, but we have Congress attempting to invade the medical
profession,'' Middleton said.

The intent of the bill, Public Citizen President Joan Claybrook wrote
Hyde, ''would be to relieve corporations of their responsibilities to
fairly compensate workers injured by their wrongdoing.'' The bill
defines eligible claimants as only those people who are actually sick
with asbestosis, lung cancer or other ailments associated with inhaling
asbestos, a fibrous mineral once commonly used for insulation and
fireproofing in goods and buildings. People who show evidence, such as
spots on the lung, but aren't yet ill would not qualify for settlements,
although they could be retested in the future at government expense.
''The theme is to take care of the sick right away. The others can come
back again and again and again,'' said Hyde's chief of staff, Thomas

Opponents say the medical criteria would reject many very sick asbestos
victims. Roger Sullivan, attorney for numerous Libby victims, said 78
percent of 125 clients, all with debilitating illnesses, would be turned
down by the proposed Office of Asbestos Compensation's medical review
board. He said Skramstad, who in 1997 settled with the mining company
W.R. Grace for $660,000, and his family would all be denied compensation
under the bill. ''I will strongly oppose any such medical criteria that
could keep people who have clearly been injured from exercising their
legal rights,'' Sen. Max Baucus, D-Mont., wrote Hyde. Montana's
Republican Sen. Conrad Burns, facing criticism back home, withdrew his
name as a co-sponsor of the Senate version of the bill.

Mooney disputed contentions that the Libby victims would be excluded,
saying the bill sets up an ''exceptional medical claims panel'' for
non-occupational victims and those who don't meet traditional criteria.
The American College of Chest Physicians and the National Association of
VA Physicians and Dentists have endorsed the medical criteria. (AP
Online, March 14, 2000)

CANADA: Canadian-Serbs Sue Fed Govt for NATO Bombing
Dozens of Canadian-Serbs who lost family and homes in last year's NATO
bombing campaign in Kosovo are suing the federal government for $ 60
million. The 57 people named in the class-action lawsuit are claiming
they suffered emotional distress and financial woes during the 78-day
bombing campaign that began last March. Most of the plaintiffs have been
living in Canada for years, but many still have ties to their homeland.
Some were visiting relatives when the bombing began. "They bombed my
clients, they bombed their properties -- the government should be
liable," lawyer Emilio Binavince said yesterday outside court.

                           'No Jurisdiction'

But government lawyers, Edward Sojonky and Elizabeth Richards, were
asking to have the case tossed out at the Superior Court of Justice on
March 14. "Given the facts and circumstances, this claim should not go
forward to trial," Sojonky said. "There's no cause of action and no
jurisdiction in the court."

Slobodanka Borojevic -- who immigrated to Canada 14 years ago with her
husband to build a better life for their two children -- was in a
"desperate" state during last year's bombing. "All my family is over
there -- my sister, my two brothers and my mother who is nearly blind,"
said the Nepean businesswoman who is one of the plaintiffs named in the

Justice Gordon Sedgwick has reserved his decision. (The Ottawa Sun,
March 15, 2000)

CINAR CORP: Milberg Weiss Plans to Expand Securities Suit Filed in NY
Plaintiff's counsel in the securities class action litigation involving
Cinar Corp. (Nasdaq: CINR), which was filed during February 2000,
intends to extend the class period in an amended complaint. The proposed
extended class period will be April 8, 1997, through March 10, 2000. The
amended complaint will cover the recent announcement by Cinar that it
expected to restate financial results from 1997, 1998 and the first
three quarters of 1999 because, among other things, Cinar had improperly
claimed Canadian government subsidies in the form of tax credits, the
Company's financial statements failed to disclose certain related party
transactions and that certain of the Company's officers were engaged in
unauthorized investment transactions. The amended complaint will further
allege that the Company's financial statements issued during the Class
Period were materially false and misleading and in violation of
Generally Accepted Accounting Principles.

During February 2000, plaintiff initiated a class action lawsuit in the
United States District Court for the Eastern District of New York, on
behalf of all persons who purchased the common stock of Cinar between
February 4, 1999 and February 18, 2000, inclusive. The complaint alleged
that Cinar was falsely representing that scripts written by United
States citizens were written by Canadian citizens in order to obtain
favorable tax credits and that, as a result, the Company's financial
results were artificially inflated.

Contact: at Milberg Weiss Bershad Hynes & Lerach ("Milberg Weiss"),
Steven G. Schulman or Samuel H. Rudman, One Pennsylvania Plaza, 49th
Floor, New York, New York 10119-0165, by telephone 1-800-320-5081 or via
e-mail: endfraud@mwbhl.com or visit website at http://www.milberg.com

COREL CORP: To Vigorously Defend Itself Against Securities Suit in PA
Corel Corporation (NASDAQ: CORL)(TSE: COR) has become aware that a
lawsuit had been filed against it by named plaintiffs Anthony Basilio
and Fred Spagnola in the United States District Court for the Eastern
District of Pennsylvania. The complaint also names as a co-defendant,
Michael C.J. Cowpland, Corel's Chairman, President and Chief Executive

The named plaintiffs are seeking class certification in this action and
have filed the complaint on behalf of all persons who purchased or
otherwise acquired Corel common shares during the period between
December 7, 1999 and December 21, 1999 inclusive. The complaint alleges
that the defendants violated various provisions of the federal
securities laws, including Section 10(b) and 20(a) of the Securities
Exchange Act of 1934, as amended, and Securities and Exchange Commission
Rule 10b-5, by misrepresenting or failing to disclose material
information about Corel's financial results for its fiscal quarter
ending November 30, 1999. The complaint seeks an unspecified amount of
money damages.

Corel is currently reviewing the complaint and consulting with its legal
counsel. Corel intends to defend the litigation vigorously.

ECONNECT INC: Weiss & Yourman Files Securities Suit
A class action lawsuit was filed in U.S. District Court on behalf of
purchasers of EConnect, Inc. (OTC Bulletin Board: ECNC) common stock
between November 23, 1999 and March 13, 2000 inclusive (the "Class
Period"), including those individuals who acquired their EConnect
securities in exchange for shares, ADRs, or options in other companies
which were acquired by the Company.

EConnect is a provider of a merchant portal, powerclick.com, that
features over 200 merchant listings aimed at generating revenues based
on fees per click. Also, EConnect has "internet cash payment portals"
which aim to sign up merchants and generate revenues through merchant
application fees, listing fees, affiliate link fees and transaction
fees. Additionally, EConnect is in the business of developing hardware
and software systems designed to enable online remote, credit and ATM
card based transactions, such as those used for online gambling.

According to the complaint, during the Class Period, defendants made
false and misleading statements and/or omissions concerning the
financial condition and business prospects of the Company, as well as
the financial benefits that would enure to EConnect and its
shareholders, while disregarding information which would have been of
material importance to any reasonable shareholder. For example, the
complaint alleges that defendants failed to disclose: (a) that, contrary
to EConnect's November 23, 1999 press release, EConnect had never
acquired Top Sports SA; (b) that, contrary to EConnect's February 22,
2000 press release, EConnect was not generating anywhere near $10,000 a
day from its PowerClick division's network of websites; (c) that,
contrary to EConnect's February 28, 2000 press release, EConnect did not
have a strategic alliance with Empire Financial Group, Inc.; and (d)
that, contrary to the implication of EConnect's February 29, 2000 SEC
filing, EConnect did not have an agreement to use an internet cash
payment system developed by SafeTpay. According to the complaint, since
the disclosure of these, and other, adverse facts would have caused a
severe collapse in the price of the Company's stock, defendants set out
on a scheme to conceal these facts in order to artificially inflate
EConnect's stock price.

The Company's common stock traded as high as $21 on March 9, 2000, and
was maintained at these allegedly inflated levels until the SEC halted
trading in the shares on March 13, 2000 in view of suspicion that the
Company was issuing false and misleading press releases to artificially
inflate the Company's share price.

Contact: Mark A. Gordon, Esq. of Weiss & Yourman, 800-437-7918,

FLEMING COMPANIES: Contests Amended Complaints Filed by Investors in OK
In 1996, certain stockholders and two noteholders filed purported class
action suits against the company and certain of its present and former
officers and directors, each in the U.S. District Court for the Western
District of Oklahoma. In 1997, the court consolidated the stockholder
cases as City of Philadelphia, et al. v. Fleming Companies, Inc., et al.
The noteholder case was also consolidated, but only for pre-trial
purposes. During 1998, the consolidated noteholder case was dismissed
and during the first quarter of 1999, the consolidated stockholder case
was also dismissed, each without prejudice. Amended complaints were
filed in both cases during the first quarter of 1999. In May 1999, the
company filed motions to dismiss in both cases, and in July 1999, the
plaintiffs responded. The court has not yet ruled on the motions.

FLEMING COMPANIES: Kansas Ct Orders Arbitration for Retailers' Case
In 1998, the company and two retired executives were named in a suit
filed by approximately 20 current and former customers of the company
(Don's United Super, et al. v. Fleming, et al.). Plaintiffs operate
retail grocery stores in the St. Joseph and Kansas City metropolitan
areas. Six plaintiffs who were parties to supply contracts containing
arbitration clauses were permitted to withdraw from the case.

Previously, two cases had been filed in the same court (R&D Foods, Inc.
et al. v. Fleming, et al. and Robandee United Super, Inc. et al. v.
Fleming, et al.) by 10 customers, some of whom are plaintiffs in the
Don's case. The earlier two cases, which principally seek an accounting
of the company's expenditure of certain joint advertising funds, have
been consolidated. All causes of action in these cases have been stayed
pending the arbitration of the causes of action relating to supply
contracts containing arbitration clauses.

The Don's suit alleges product overcharges, breach of contract, breach
of fiduciary duty, misrepresentation, fraud, and RICO violations and
seeks recovery of actual, punitive and treble damages and a declaration
that certain contracts are voidable at the option of the plaintiffs.
During the third quarter of 1999, plaintiffs asserted approximately $109
million in damages.

In October 1998, a group of 14 retailers (ten of whom had been or are
currently plaintiffs in the Don's case and/or the Robandee case whose
claims were sent to arbitration or stayed pending arbitration) filed a
new action against the company and two former officers, one of whom was
a director (Coddington Enterprises, Inc., et al. v. Dean Werries, et
al.). The plaintiffs assert claims virtually identical to those set
forth in the Don's complaint and have not quantified damages in their

Plaintiffs have made a settlement demand in the Don's case for $42
million and in the Coddington case for $44 million. In July 1999, the
court in the Coddington case (i) granted the company's motion to compel
arbitration as to two of the plaintiffs and denied it as to the other
plaintiffs, (ii) denied the company's motion to consolidate the
Coddington and Robandee cases and (iii) denied the company's motion for
summary judgment as to one of the plaintiffs. The company has appealed
the ruling. Although currently unable to predict the ultimate outcome of
this litigation, based upon the plaintiffs' allegations, the Company
believes an unfavorable outcome could have a material adverse effect on
the company.

FLEMING COMPANIES: Plans Vigorous Defense of Customers' Case in Utah
In 1998, the company and one of its associates were named in a suit
filed in the United States District Court for the District of Utah by
three current customers and one former customer of the company
(Storehouse Markets, Inc., et al. v. Fleming Companies, Inc., et al.).
The plaintiffs allege product overcharges, fraudulent misrepresentation,
fraudulent nondisclosure and concealment, breach of contract, breach of
duty of good faith and fair dealing and RICO violations and seek
declaration of class action status and recovery of actual, punitive and
treble damages. Damages have not been quantified. However, the company
anticipates that the plaintiffs will seek substantial monetary damages.
The company intends to vigorously defend its interests in this case and,
based upon the plaintiffs' allegations, believes that an unfavorable
outcome could have a material adverse effect on the company.

FLIR SYSTEMS: Milberg Weiss Corrects Period for Securities Suit in OR
Milberg Weiss (http://www.milberg.com/flir/)announced that a class
action has been commenced in the United States District Court for the
District of Oregon on behalf of purchasers of FLIR Systems Inc.
(Nasdaq:FLIR) common stock during the period between Feb. 9, 2000 and
March 3, 2000 (the "Class Period").

The complaint charges FLIR and certain of its officers and directors
with violations of the Securities Exchange Act of 1934. FLIR is involved
in the design, manufacture and marketing of thermal imaging and
broadcast camera systems for a wide variety of applications in the
commercial and government markets. The complaint alleges that on Feb. 8,
2000, FLIR announced its expected results for the fourth quarter ended
Dec. 30, 1999, including net earnings of at least $0.57 per share, later
telling analysts that demand and order rates were still strong and the
Company would report revenues of approximately $57 million. Although
these amounts were a shortfall from previous expectations, FLIR
management told analysts it expected to make up the shortfall in the
following quarter. As a result of management's positive statements,
FLIR's stock price did not collapse but declined only to the $14 range,
later recovering most of its losses and increasing to $17-1/2 per share.
Then on March 6, 2000, FLIR admitted that its fourth quarter 1999
results would be much lower than previously forecast due to "accounting
errors," simultaneously announcing the immediate resignation of the
Company's Chief Financial Officer. On these shocking disclosures, FLIR's
stock price declined to as low as $9 per share from $17-1/8 in its most
recent trading session.

Contact: Milberg Weiss Bershad Hynes & Lerach William Lerach,
800/449-4900 wls@mwbhl.com

HASTINGS ENTERTAINMENT: Bernstein Litowitz Files Securities Suit in TX
Pursuant to 15 U.S.C. 78u-4(a)(3)(A)(I), Bernstein Litowitz Berger &
Grossmann LLP gives notice that on March 13, 2000, it filed a class
action lawsuit against Hastings Entertainment, Inc., and certain of its
former officers and directors, in the United States District Court for
the Northern District of Texas.

The class includes all purchasers of Hastings common stock (Nasdaq:
HAST) from June 12, 1998, through March 7, 2000, inclusive (the
"Class"). Excluded from the Class are defendants, officers and directors
of the corporate defendant, and predecessors, successors, assigns or
affiliates of any such excluded party.

The Complaint alleges that, during the Class Period, Hastings materially
overstated the gross profit and net income for the first three quarters
of fiscal 1999 and for the prior four fiscal years, and included these
false and misleading statements in various press releases and filings
with the Securities and Exchange Commission.

Plaintiff further alleges that these false statements caused the price
of Hastings common stock to be artificially inflated, trading as high as
$19_ per share. On the final day of the Class Period, the company
announced that it would restate its previously disseminated financial
results for the Class Period. Following this announcement, the price of
Hastings common stock closed at $3 1/16 per share, reflecting a decline
of 84% from its Class Period high.

Contact: Robert S. Gans or Blair A. Nicholas of Bernstein Litowitz at
800/380-8496 or 212/554-1400, or by E-mail: Robert@blbglaw.com and more
information about the firm is available on Website at

HUGHES ELECTRONICS: EchoStar Alleges of Monopolization in CO
EchoStar Communications Corporation and others commenced an action in
the U.S. District Court in Colorado on February 1, 2000 against DIRECTV,
Hughes Network Systems and Thomson Consumer Electronics, Inc. seeking,
among other things, injunctive relief and unspecified damages, including
treble damages, in connection with allegations of monopolization and
that the defendants have entered into agreements with retailers and
program providers and engaged in other conduct that violates the
antitrust laws and constitutes unfair competition. DIRECTV believes that
the complaint is without merit and intends to vigorously defend the
allegations raised. Huges believes that the claims are material to
Hughes, but will not result in a material adverse impact on Hughes'
results of operations or financial position.

HUGHES ELECTRONICS: NRTC Affiliates Sue DIRECTV in CA for Their Members
Pegasus Satellite Television, Inc. and Golden Sky Systems, Inc., the two
largest NRTC affiliates, filed a purported class action suit on January
11, 2000 on behalf of certain NRTC members and affiliates against
DIRECTV, a unit of Hughes Electronics Corp. in the U.S. District Court
in Los Angeles. The plaintiffs allege, among other things, that DIRECTV
has interfered with their contractual relationship with the NRTC. The
plaintiffs plead that their rights and damages are derivative of the
rights and claims asserted by the NRTC in its two cases against DIRECTV
and will seek to consolidate their case with those cases.

JOSTENS INC: MN Ct Consolidates Investors' Suits Re Price in Merger
On December 27, 1999, Jostens Inc. entered into a merger agreement with
Saturn Acquisition Corporation, a newly formed corporation controlled by
Investcorp S.A., a global investment group, and its co-investors. Under
this agreement, Saturn Acquisition Corporation will merge with and into
Jostens. The merger will be accounted for as a recapitalization by
Jostens. Upon completion of the merger, Investcorp and its co-investors,
including Jostens' senior management, will own approximately 94 percent
of Jostens' common stock. The remaining 6 percent of our post-merger
common stock will be retained by some or all of Josten's pre-merger
public shareholders.

Following the public announcement of the merger, three purported class
actions were filed, two on December 30, 1999 and the third on January
14, 2000, in the Fourth Judicial District of the District Court for the
State of Minnesota, County of Hennepin. By order of the Honorable Daniel
H. Mabley dated January 21, 2000, the Actions were consolidated, and the
Complaint in File No. MC 99-18533 was thereafter designated as the
Consolidated Complaint.

The Consolidated Complaint is purportedly brought on behalf of a class
of "all holders of Jostens common stock who are being and will be
harmed" by the actions alleged in the Consolidated Complaint. In the
Consolidated Complaint, the plaintiffs allege that the individual
defendants, by virtue of their positions as officers and directors of
Jostens, owe fiduciary duties to the shareholders of Jostens, and that
by allegedly failing to take all steps reasonably required to maximize
the value shareholders will receive in a sale of Jostens, the defendants
have breached such duties. More specifically, the plaintiffs allege that
the defendants have taken actions designed to halt any other offers and
deter higher offers from other potential acquirers including, among
other things:

* allegedly concealing Jostens' fourth quarter results until after the
  defendants entered into and disclosed the existence of the merger
  agreement, thus allegedly capping the price of Jostens' common stock;

* allegedly agreeing to include in the merger agreement a termination
  fee provision which would under specified circumstances require
  Jostens to pay Saturn Acquisition the sum of $24 million, together
  with Investcorp's expenses, in the event that Jostens receives a
  superior offer and terminates the merger agreement;

* allegedly structuring a "preferential deal" pursuant to which some of
  the defendants would receive "change of control" payments following
  the consummation of the proposed merger; and

* allegedly failing to announce any active auction, open bidding, or
  any other procedures best calculated to maximize shareholder value.

The Consolidated Complaint seeks an order of the Court:

* enjoining the defendants from proceeding with the merger;

* enjoining the defendants from consummating the merger, or a business
  combination with a third party, unless and until Jostens adopts and
  implements a procedure or process, such as an auction, to obtain the
  highest possible price for Jostens;

* directing the individual defendants to exercise their fiduciary
  duties to obtain a transaction which is in the best interests of
  shareholders until the process for the sale or auction of Jostens is
  completed and the highest possible price is obtained;

* awarding compensatory damages against the defendants;

* awarding the plaintiffs the costs and disbursements of the
  Consolidated Complaint, including reasonable attorneys' and experts'
  fees; and

* granting such further relief as the Court may deem just and proper.

JOSTENS INC: Overturn of Jury Verdict for TX Antitrust Suit on Appeal
--------------------------------------------------------------------- In
January 1999, a federal judge in Texas overturned a jury's $25.3 million
verdict against Jostens in an antitrust lawsuit. The judge, acting on
Jostens' post-trial motions, set aside the jury's verdict and dismissed
all claims against Jostens in the case. Yearbook competitor Taylor
Publishing Company, who is also the plaintiff in the case, has appealed
the decision and is seeking to have the jury verdict reinstated. Briefs
have been filed and oral arguments were held on December 8, 1999. The
date for the decision from the Fifth Circuit Court of Appeals has not
been determined.

NATHANS FAMOUS: FL Ct Strikes Class Status in Suit Re Miami Subs Merger
As has been reported in the CAR, on January 5, 1999, Miami Subs was
served with a class action lawsuit entitled Robert J. Feeney, on behalf
of himself and all others similarly situated vs. Miami Subs Corporation,
et al., in Circuit Court, in Broward County, Florida, which was filed
against Miami Subs, its directors and Nathans in a Florida state court
by a shareholder of Miami Subs. Since that time, Nathans and its
designees to the Miami Subs board have also been served. The suit
alleges that the proposed merger between Miami Subs and Nathans, as
contemplated by the companies' non-binding letter of intent, is unfair
to Miami Subs' shareholders based on the price that Nathans is paying to
the Miami Subs' shareholders for their shares and constitutes a breach
by the defendants of their fiduciary duties to the shareholders of Miami
Subs. The plaintiff seeks among other things: class action status;
preliminary and permanent injunctive relief against consummation of the
proposed merger; and unspecified damages to be awarded to the
shareholders of Miami Subs.

On March 19, 1999, the court granted the plaintiff leave to amend his
complaint. The plaintiff then filed an amended complaint. Miami Subs
moved to dismiss the complaint on April 13, 1999. Nathans and its
designees on the Miami Subs' board moved to dismiss the complaint on
April 29, 1999. The court denied the motions.

On February 4, 2000, the court held an evidentiary hearing. As a result
of the hearing, the court struck the class action allegations from the
plaintiff's complaint. Accordingly, the case will proceed as an
individual, not as a class action. Nathans intends to defend against
this suit vigorously.

NEFF CORP: Miami-Based Firm Defends Management Buyout Deal
Neff Corp. said that a management-led buyout proposal would not treat
the controlling shareholders, the Mas family, in a more beneficial
manner than regular shareholders. One day after some shareholders
publicly criticized a buyout of the Miami heavy-equipment rental
company, a Neff lawyer said the $ 9 a share buyout proposal does not
favor insiders. Shareholders have filed a class-action lawsuit alleging
that the current proposal does not offer public stockholders the most
value for their holdings.

The proposal offers to take the company private by giving shareholders $
9 a share. General Electric Capital, a controlling shareholder along
with Miami's Mas family, and the company chief executive and president
Kevin Fitzgerald made the proposal. GE Capital would keep its stake in
the company.

Neff attorney Stephen Glover said the Mas brothers, Jorge, Juan Carlos
and Jose Ramon, will get $ 9 per share for 40 percent of their holdings.
Of the remaining shares, the Mas family will get 7.1 million shares of
preferred stock. Those shares could be converted to common stock at $ 13
per share. It's unknown whether the preferred shares will carry a
dividend. The proposal said dividends and other terms will be determined
in the future. "It's designed that way to avoid suggestions they are
benefiting unfairly," Glover said. The proposal also states that if the
preferred shares are liquidated, the Mas family will receive $ 10 a

Local investment experts said the Neff buyout group must be confident
they can increase the value of the company, in which case the stock
price would rise, allowing the Mas family to convert at $ 13 a share and
still earn a premium.

Neff went public in 1998 at $ 14 per share. Shareholders have filed a
class-action lawsuit alleging that the current proposal does not offer
public stockholders the most value for their holdings. (The Miami
Herald, March 15, 2000)
NETWORK ASSOCIATES: SEC Writes on Leading Role Issue in Securities Suit
The Securities and Exchange Commission recently weighed in on a raging
securities litigation case pending before the Ninth Circuit U.S. Court
of Appeals that will probably define exactly who can serve as a lead
plaintiff, and just as important: who can serve as the lead counsel,
accoriding to The Recorder, March 14, 2000. "This may be the first court
of appeals decision to address the lead plaintiff provisions," reads the
amicus curiae brief sent to the Ninth Circuit on Feb. 29.

The Ninth Circuit last month agreed to review U.S. District Judge
William Alsup's novel decision in a case against Network Associates Inc.
to appoint as a lead plaintiff a small-time investor who lost relatively
little compared to several other plaintiffs, including two institutional
investors alleging millions in losses. Going a step further, Alsup
ordered the lead plaintiff to put the lead counsel position out to bid.
Historically, judges have allowed lead plaintiffs to simply choose their
counsel without a beauty pageant, The Recorder remarks.

Alsup had appointed retired San Jose lawyer Robert Vatuone to serve as
lead plaintiff. And after interviewing and soliciting fee proposals from
several firms, Vatuone chose Lieff, Cabraser, Heimann & Bernstein to
lead the litigation. But several jilted firms -- including Milberg Weiss
Bershad Hynes & Lerach filed a writ with the Ninth Circuit asking it to
overturn Alsup's rulings. The Recorder says that the Ninth Circuit
rarely grants such appeals, preferring instead to address all appellate
issues simultaneously and once the case has concluded, but a two-judge
motions panel ordered more briefing on the issue and stayed Alsup's
order until the matter is resolved.

The jilted firms, the report says, allege that Alsup erred by not
appointing the plaintiff alleging the largest losses as lead plaintiff.
The Private Securities Litigation Reform Act, which governs securities
cases, holds that the plaintiff alleging the most losses is the
"presumptive lead plaintiff." But Alsup and, Lieff, Cabraser argue that
the PSLRA also holds that the lead plaintiff owes a "fiduciary
responsibility" to the rest of the class. One of those duties, the
argument goes, is to hire the best-qualified lead counsel at the
cheapest price possible.

While the SEC did not address any of these issues head-on, it's clear,
according to The Recorder, in Moore v. Network Associates, 00-70006,
that the SEC is sympathetic toward Alsup's ruling. "In this case, the
district court was entitled to consider information whether plaintiffs
competing to be lead plaintiff qualify under the Reform Act ... as
adequate class representatives," wrote Washington, D.C.-based SEC staff
attorney Luis De La Torre. "If they do not, then they should not be
appointed lead plaintiff, together or separately, regardless of their
financial interest in the litigation."

PUBLISHERS CLEARING: Lawyers Fined for Delaying Sweepstakes Settlement
On Feb. 25, a federal judge fined Richard H. Rosenthal and Lynde Selden
II $ 50,000 for delaying the recently approved $ 30 million settlement
of the case, the St. Louis Post-Dispatch reported. The two attorneys
filed an objection to the settlement on behalf of class member Frederick
L. Hawk. When the judge interviewed Mr. Hawk, however, he said that he'd
be happy just to get back what he spent on magazine subscriptions. The
lawyers have appealed. (The National Law Journal, March 13, 2000)

SOTHEBY'S HOLDINGS: Berger & Montague Expands Securities Suit in NY
The following notice is issued by the law firm of Berger & Montague,
P.C. on behalf of its clients, who on March 14, 2000, filed an amended
complaint in the United States District Court for the Southern District
of New York on behalf of all persons who purchased the common stock of
Sotheby's Holdings, Inc. (NYSE: BID) during the period of February 11,
1997, through February 18, 2000, inclusive (the "Class Period").

On February 21, 2000, Sotheby's announced that in wake of a sweeping
U.S. Department of Justice investigation of alleged commission price
fixing in the fine-art industry, Sotheby's Chairman Alfred Taubman and
its President and CEO Diana Brooks resigned their positions. The Company
also announced that the investigation and related litigation may have a
material impact on its financial operations. Following these latest
revelations, the Company's stock price fell to $15.675 per share at the
close of trading on February 22, 2000, after having traded as high as
$36.00 as recently as November 1999.

The complaint charges Sotheby's Holdings, Inc. and certain of its
officers and directors with violations of Sections 10(b) and 20(a) of
the Securities Exchange Act of l934 and Rule 10b-5 of the Securities
Exchange Commission. The lawsuit alleges that the defendants issued a
series of false and misleading statements during the Class Period
concerning the Company's revenues. The complaint alleges that defendants
failed to reveal that during the Class Period, Sotheby's revenues were
both reliant upon, and unsustainable in the absence of an alleged price
fixing arrangement with Christie's International PLC. The complaint also
asserts that defendants' false and misleading statements artificially
inflated the price of the Company's stock during the Class Period.

Contact: Sherrie R Savett, Esquire at 888-891-2289, 1622 Locust Street,
Philadelphia, PA l9103. If you prefer you can e-mail the firm at
InvestorProtect@bm.net with your name, mailing address and telephone
number. You may also contact Gary E. Cantor, Esquire, Kimberly A.
Walker, Investor Relations Manager, Berger & Montague, P.C., 1622 Locust
Street, Philadelphia, PA 19103, (215) 875-3000, (888) 891-2289, Fax:
(215) 875-4604, e-mail: InvestorProtect@bm.net Website:

TELE-CASH INC: DE Ct Refuses to Compel Arbitration for TILA & EFTA Case
The U.S. District Court for the District of Delaware recently denied a
motion to compel arbitration citing an "inherent conflict" between
compelling arbitration and the underlying purposes of the Truth in
Lending Act and the Electronic Funds Transfer Act. (Johnson v. Tele-Cash
Inc., et al., No. 99-104-GMS (D. Del. 12/29/99).)

Terry Johnson filed a class action lawsuit against Tele-Cash Inc. and
the County Bank of Rehoboth Beach, Del., in federal court for violations
of the TILA and the EFTA. Johnson alleged that the creditors failed to
properly disclose the "excessively high rates of interest" associated
with their short-term loans and required borrowers to consent to an
improper electronic fund transfer scheme to obtain the loans. Because
the loan agreements contained an arbitration clause whereby all claims
or disputes must be resolved by binding arbitration, the creditors moved
the District Court to stay its proceedings pending the outcome of
arbitration. The court denied the creditors' motion.

                               The TILA

The court examined both the text and the legislative history in
determining that arbitration would eviscerate the TILA's purpose. The
court stated, "The intended purpose of the TILA was 'to encourage class
actions in the truth-in-lending context because of the apparent
inadequacy of the Federal Trade Commission's enforcement resources and
because of a continuing problem of minimum compliance with the Act on
the part of creditors.'" Agreeing with Johnson that Congress expressed a
clear intent to guarantee class relief under the TILA, the court found
that an order compelling arbitration would "contravene the express
congressional intent to 'encourage the use of class actions as an
important tool for enforcing Truth in Lending.'" Because an arbitrator
cannot award class-wide relief, the court held the loan agreements'
"boilerplate" arbitration clause to be unenforceable.

Focusing on the TILA's legislative history, the court quoted another
District Court's impression as follows: "The possibility of class-action
exposure is essential to the prophylactic intent of the Act and is
necessary to elevate truth-in-lending lawsuits 'from the ineffective
nuisance category to the type of suit which has enough sting to insure
that management will strive with diligence to achieve compliance.'"

Finding that Congress intended class actions to provide creditors with
meaningful incentive to comply with the law, the court held that class
actions served the act's remedial and deterrent functions. Although it
recognized that the act did not create a statutory right to bring class
actions, the court held that there was an "inherent conflict" between
compelling arbitration and the underlying purposes of the TILA.

                              The EFTA

The court denied the creditors' request to subject the EFTA claims to
arbitration because the EFTA contains language similar to the TILA.
Specifically, the EFTA contains a cap on class action damages that is
"virtually identical" to that provided under the TILA. Regarding the
TILA, the court found that Congress enacted the cap to encourage federal
courts to certify class actions in TILA lawsuits so that a "workable
structure" for the private enforcement of the TILA through class actions
could be provided. Although the court found no legislative history as to
the class action cap under the EFTA, the court presumed that Congress
was trying to encourage courts to certify class actions under the EFTA
as well and presumably for the same reasons. Thus, similar to the TILA
claims, the court held that there was an "inherent conflict" between the
underlying purposes of the EFTA and compelling arbitration.

                        Dismissal of claims

In addition to their motion to stay proceedings pending arbitration, the
creditors moved the court in the alternative to dismiss Johnson's
claims. The creditors argued that the TILA claims failed as a matter of
law because any alleged violations were mere technicalities at best and
Johnson failed to allege any injuries as a result of the alleged
violations. Regarding the EFTA, the creditors similarly argued that the
claims were inadequately pled. The court disagreed on both counts.

The District Court stated that Congress amended the TILA to discourage
creditors from providing the "very type" of disclosures contained in the
loan agreements at issue in this case. Noting that "hyper-technicality
reigns" in TILA lawsuits, the court held that the creditors' failure to
disclose the annual percentage rate and finance charge more
conspicuously than other terms in connection with the transactions was a
sufficient basis for a TILA claim. As for damages resulting from the
alleged violations, the court stated that under the TILA, private
parties may recover its statutory penalties regardless of a lack of
actual damages. Finally, regarding the EFTA claims, the court held that
Johnson sufficiently stated a claim regarding "pre-authorized electronic
fund transfers" recurring "at substantially regular intervals."

Judge Gregory M. Sleet delivered the opinion of the court. William L.
O'Day in Wilmington, Del., and Daniel A. Edelman, Kathleen M. Combs,
James O. Latturner, Sheila A. O'Loughlin and Heather C. Sullivan of
Edelman, Combs & Latturner in Chicago represented Johnson. James D.
Griffin and David R. Hackett of Griffin & Hackett P.A. in Georgetown,
Del., and Walter Weir in Philadelphia represented the creditors in the
action. (Consumer Financial Services Law Report, March 7, 2000)

TOBACCO LITIGATION: Trial nearing End; Jury Deliberations Next Week
   Miami, March 14 (UPI) - The penalty phase of the first class-action
suit against the tobacco industry to go to trial resumes Wednesday,
[March 15] in Miami after a break. Final arguments are expected later
this week, and jury deliberations begin next week. (United Press
International, March 14, 2000)


S U B S C R I P T I O N  I N F O R M A T I O N
Class Action Reporter is a daily newsletter, co-published by Bankruptcy
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Copyright 1999.  All rights reserved.  ISSN 1525-2272.

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