CAR_Public/000828.MBX              C L A S S   A C T I O N   R E P O R T E R

             Monday, August 28, 2000, Vol. 2, No. 167

                            Headlines

AA 1420: Stung By $11 Mil Jury Award; Airline Blames Controller Error
ALLIED SERVICES: 3rd Parties Seek Costs for Hazardous Substance Clean-up
ASBESTOS LITIGATION: N.Y. Electrician Awarded $9.8M for Mesothelioma
BRIDGESTONE/FIRESTONE: Executives Pledge to Restore Good Name
BRIDGESTONE/FIRESTONE: Former Advisor, Employees Criticize Q.C.

BRIDGESTONE/FIRESTONE: Govt Investigates Safety Beyond Tires Recalled
BRIDGESTONE/FIRESTONE: MS AG Wants Speed-up for Recall and Replacement
CDnow, INC: Bernard M. Gross Files Securities Lawsuit in Pennsylvania
CHICAGO GROCERIES: Executives Deny Price-Gouging Scheme
CREDITRUST CORP: Milberg Weiss Files Securities Suit in Maryland

FEDERATED DEPARTMENT: Bernstein Liebhard Files Securities Suit in NY
FLEMING COS: HI Gov asks AG to look into Possible Overcharges of Grocers
FOCUS ENHANCEMENTS: Mediation over Trade Practices Set for Late August
FOCUS ENHANCEMENTS: Securities Complaints in Massachusetts Consolidated
GENERAL AMERICAN: Settles Policyholders' Lawsuit for $ 55 Mil

LOS ANGELES POLICE: Officers Sue over Alleged Retaliation
NISSAN MOTOR: Settles Suit over Payment for Repossessed Cars
OGDEN CORP: Contests Securities Suit in NY Re March to September 1999
PRISON REALTY: Milberg Weiss Announces Settlement of TN Securities Suit
THOMAS & BETTS: Seeks to Dismiss Securities Lawsuit in Tennessee

TIME INC: To Refund $4.9 Mil for Sweepstakes; Suits over Marketing Go on
U.S. BANK: Bondholders Denied Interest Payments May Seek Damages

                                *********

AA 1420: Stung By $11 Mil Jury Award; Airline Blames Controller Error
---------------------------------------------------------------------
American Airlines, stung by an $11 million jury award in its fatal Arkansas
crash, has renewed efforts to blame an air traffic controller for
passengers' deaths. Lawyers for the Fort Worth, Texas-based airline, with
separate filings in Little Rock and Dallas, contend that if controller
Kenneth Kaylor had performed his job correctly, Flight 1420 would have been
turned away from Little Rock National Airport during the June 1, 1999,
thunderstorm. The legal maneuvering comes after a jury ordered American to
pay $11 million to an aspiring opera singer for injuries she suffered in
the crash. (AP Online, August 25, 2000)


ALLIED SERVICES: 3rd Parties Seek Costs for Hazardous Substance Clean-up
------------------------------------------------------------------------
Ogden Corp reveals in its report to the SEC that on December 23, 1999
Allied Services, Inc. was named as a third party defendant in an action
filed in the Superior Court of the State of New Jersey. The third-party
complaint alleges that Allied generated hazardous substances to a
reclamation facility known as the Swope Oil and Chemical Company Site, and
that contamination migrated from the Swope Oil Site to the Pennsauken
Landfill and surrounding areas.

Third-party plaintiffs seek contribution and indemnification from Allied
and over 90 other third-party defendants for costs incurred and to be
incurred to cleanup the Pennsauken landfill and surrounding areas.

As a result of uncertainties regarding the source and scope of
contamination, the large number of potentially responsible parties and the
varying degrees of responsibility among various classes of potentially
responsible parties, the Company's share of liability, if any, cannot be
determined at this time.

The Company and/or certain subsidiaries have been advised by various
authorities that they are responsible for investigation, remediation and/or
corrective action in connection with fueling operations at various
airports.


ASBESTOS LITIGATION: N.Y. Electrician Awarded $9.8M for Mesothelioma
--------------------------------------------------------------------
Case name and number: Dominic Fazio v. Bechtel, et al., No. 119445-99

Plaintiff(s)/Decedent(s): Dominic Fazio

Verdict(s): $ 9,825,000

Date: June 20, 2000

Court: N.Y. Sup., N.Y. Co.

Judge: Helen Freedman

Defendant(s): Bechtel Inc.

Claim: mesothelioma

Background: An electrician in New York metropolitan commercial
construction, Fazio claimed occupational exposure from asbestos products
where he worked caused his mesothelioma. Fazio was diagnosed with the
pulmonary disease in 1998 and died in March 2000 at 72.

Defense: Did not dispute Fazio's occupational exposure. Requested the jury
award damages of $ 1.5 million. Disputed the time period of pain and
suffering Fazio endured from the period of diagnosis to his death. Defense
contended it was nine or 10 months, while Fazio claimed it was two to three
years. Requested a $ 1.5 million verdict.

Plaintiff Expert(s): Albert Miller, Ph.D., pulmonologist, New York

Defense Expert(s): none

Other: Damages were based on Phase I verdict - Phase II on liability
expected in August. There were 12 cases in Phase I cluster: eight settled
before trial, two before closing arguments and one during deliberations.
Plaintiff requested $ 9.25 million - received $ 9.8 million. Defense has
filed motions for summary judgment and a new trial and has requested the
court remit the damage verdict.

Plaintiff Attorney(s): Robert J. Gordon, Michael Roberts and Charles
Ferguson of Weitz & Luxenberg in New York.

Defense Attorney(s): Arthur D. Bromberg of L'Abbate, Balkan, Colavita &
Contini in Livingston, N.J. (Mealey's Litigation Report: Asbestos, July 7,
2000)


BRIDGESTONE/FIRESTONE: Executives Pledge to Restore Good Name
-------------------------------------------------------------
Bridgestone/Firestone Inc.'s top executive in the U.S. pledged to restore
the tire maker's good name in the wake of a far-reaching tire recall and
said the embattled Firestone brand will not be scrapped.

Chief Executive Masatoshi Ono also defended the firm against allegations
from accident victims' lawyers and former Firestone workers that the
company suffered from quality-control problems. He added that
Bridgestone/Firestone will cooperate with congressional hearings that were
announced.

Acknowledging that Bridgestone/Firestone has suffered a black eye as a
result of the recall and federal investigation, Ono said he would further
speed up the recall, which is expected to be completed by about March. "I
feel this is unacceptable," Ono said in an interview with The Times at
Bridgestone/Firestone headquarters in Nashville. "I expect I'll be able to
announce soon that we'll be able to shorten the time frame." He noted that
the company is airlifting tires in from Japan, but he did not say how much
sooner the recall might be completed.

The company, a division of Japan's Bridgestone Corp., announced on Aug. 9
that it was recalling an estimated 6.5 million 15-inch tires, installed
mostly as original equipment on Ford Explorer sport-utility vehicles,
because of accidents blamed on the tires' treads peeling off at high
speeds.

The National Highway Traffic Safety Administration is investigating at
least 54 deaths related to Firestone tire failures.

Class-action and personal-injury lawyers as well as consumer groups say
bigger 16-inch Firestone tires also have problems with tread separation,
which can cause drivers to lose control of their vehicles, sometimes
resulting in fatal rollovers.

Such advocates in Florida said that Firestone knowingly produced shoddy
tires and demanded a recall of 16-inch versions of the ATX, ATX II and
Wilderness AT series tires. The current recall targets 15-inch models of
those tires.

Ono said it was the first he had heard of the allegations and could not
comment. But he said he had seen no evidence to support a recall of 16-inch
tires. "Sixteen-inch tires are part of the monitoring process," said
Christine Karbowiak, Bridgestone/Firestone's vice president for
communications. "We've looked at the data, reviewed products, and we
believe it's a properly structured recall."

Asked about depositions by former Firestone workers saying they were unable
to carry out proper quality control because they were driven to overproduce
to meet demand, Ono insisted that product quality is world-class. "All our
plants meet QS9000 standards," he said, referring to internationally
recognized quality guidelines. "I don't know details of what particular
workers said they did, but I have complete confidence in our products'
quality."

Ono acknowledged, however, that quality control at Bridgestone/Firestone is
constantly evolving as part of kaizen, or "continuous improvement"--a
self-critiquing process that is a hallmark of Japanese manufacturing firms.

Contradicting previous reports, he said Firestone had not been preparing to
alter the design of the tires in question earlier this year.

The recall is the second major crisis to hit the Firestone brand. A costly
recall of 14 million Firestone 500 tires in 1978--also for tread
separation--devastated the brand's reputation.

But Ono said the Firestone name is not in danger of extinction. "Firestone
is a brand long trusted by customers," he said. "We're thinking of all
kinds of ways to revive the brand. I'm sure we can do it."

Firestone took out full-page newspaper ads in 41 markets giving details on
how to identify the recalled tires. It took out more ads promising to work
hard to carry out the recall. (Los Angeles Times, August 25, 2000)


BRIDGESTONE/FIRESTONE: Former Advisor, Employees Criticize Q.C.
---------------------------------------------------------------
Bridgestone/Firestone Inc has criticised the credibility of a key witness,
William Nonnamaker, a tire expert put forward in a class action lawsuit
being brought against the the tire maker.

Firestone is in the midst of recalling 6.5 mln tires following 62 fatal
road accidents associated with Firestone tire failures. The U.S. National
Highway Traffic Safety Administration (NHTSA) is investigating the
accidents and consumer complaints received by Ford Motor Co, Firestone's
largest customer.

At a news conference in Fort Myers, FL, William Max Nonnamaker, presented
as a tire expert by the plaintiffs in the class action suit said that the
rash of accidents involving Firestone tires was caused by a design defect.
"There is a design defect that has been built into these tires... I have
known about this for a long period of time. It's in part a repeat of what
occurred in the earlier Firestone 500 (tire), there are certain
similarities with the key factor being a management knowledge of this at
the very highest levels," said Nonnamaker.

Firestone fired back, questioning Nonnamaker's credibility. "William Max
Nonnamaker is not an engineer. He left the company (Firestone) long before
radial tires for passenger vehicles were introduced by any U.S. tire
manufacturer. He never worked on the radial tire manufacturing process at
Firestone," the company said in a statement. "While Mr. Nonnamker presents
himself as highly knowledgeable in the manufacture of tires, he actually
makes a living as an expert witness who testifies for plaintiff's attorneys
in lawsuits," the statement said.

The class action lawsuit against Firestone seeks to get Firestone to expand
its recall to all AT, ATX and Wilderness 14 15, 16 and 17-inch tires, not
just the 15-inch tires which are the subject of the current recall. It is
also seeking a "better warning" on the company's statements about its
tires.

Firestone's recall is focused on its radial PT-35/75 15-inch ATX, ATX II
tires produced in North American and Mexico and same-size Wilderness AT
tires produced at its Decatur plant in Illinois.

Speaking from the company's Fort Myers office, Marcus Viles, a partner at
the Viles Law Firm, who is leading the lawsuit, told AFX News that
Firestone's criticism is surprising given Nonnamaker's previous
relationship with the tire-maker. "He (Nonnamker) worked for Firestone as
an employee. Long after he ceased being an employee, he was used by them
time after time... as their designated expert witness on these technical
issues in over 250 trials," said Viles. "He holds patents on tires that
have been used by Firestone products, so for them to come and try to attack
his expertise is ludicrous," said Viles adding that he has testified for
other major tire manufacturers. "We will be asking the court to consider
the issue of warnings on an emergency basis," among other requests, said
Viles, adding that there will be a hearing on the case in state court.

NHTSA, which is investigating whether the scope of the recall is
sufficient, has the power to widen the recall, but a spokesman said any
such decision is still "some way off."

A spokeswoman for Firestone said the company believes the current recall is
appropriate and that it should be completed by, or before, spring.
Firestone added that its engineers put "every tread pattern and tire model
through rigorous testing to pinpoint any design problem and fix it before
even a single tire is sold to a customer."

However, in other developments, four former long-time Firestone employees
in court depositions described poor quality control inspections at
Firestone's Decatur plant. The employees alleged that inspectors did not
have time to inspect every tire manufactured at the plant.

Firestone dismissed the criticisms as coming from former disgruntled
employees.

The House Commerce Committee was due to send staffers to the Decatur plant
to investigate the former employees allegations.

Ford was also alleged to have rushed meeting a production deadline a decade
ago, and is so doing, rejected major design changes that would have made
the Explorer SUV less prone to rolling over, according to the Los Angeles
Times.

The paper added that Ford, instead, relied on lower tire pressure in
Firestone tires to lower the risk of rollover. (AFX - Asia, August 25,
2000)


BRIDGESTONE/FIRESTONE: Govt Investigates Safety Beyond Tires Recalled
---------------------------------------------------------------------
The federal government is investigating the safety of Firestone tires
beyond the 6.5 million that have been recalled, opening the possibility of
a broader recall. The National Highway Traffic Safety Administration said
its investigation includes all 47 million ATX, ATX II and Wilderness
brands. "If we feel there is a defect affecting safety, we will issue a
recall," said NHTSA Administrator Sue Bailey, who came on the job recently.

Meanwhile, pressure increased on Firestone and Ford Motor Co. as Congress
called for a closer look at the company's recall of an estimated 6.5
million tires and Firestone's hourly workers moved closer to a strike.

And a former Firestone tire designer said Bridgestone/Firestone knowingly
used old, dried-out materials to make Wilderness, ATX and ATX II tires,
causing them to degrade and shred under normal use.

House Commerce Committee Chairman Tom Bliley (R-Va.) said he will send four
committee staffers to Dearborn, Mich., to meet with Ford officials and
review company documents. Senate Commerce Committee Chairman John McCain
(R-Ariz.) has scheduled a Sept. 6 hearing and plans to invite Ford and
Bridgestone/Firestone officials to testify.

Bridgestone/Firestone has recalled all P235/75R15 ATX and ATX II tires as
well as Wilderness AT tires in the same size made at its Decatur, Ill.,
plant. NHTSA is investigating 62 deaths and more than 100 injuries that
could be linked to those tires, some of which have been reported to
suddenly lose their tread.

A call for a broader recall is "causing people to be concerned about good
tires," said Helen Petrauskas, Ford's vice president of safety. "Every time
that happens, it means some customer with bad tires who needs them replaced
has to wait that much longer."

Meanwhile, union officers who represent more than 8,000 workers at nine
Firestone U.S. plants have said there will be a strike at 12:01 a.m. Sept.
2 if no agreement is reached on the four contracts covering the workers.
Talks have been ongoing since March. (Chicago Tribune, August 25, 2000)


BRIDGESTONE/FIRESTONE: MS AG Wants Speed-up for Recall and Replacement
----------------------------------------------------------------------Attorney
General Mike Moore is urging Bridgestone/Firestone and Ford Motor Co. to
speed up its replacement of tires on sport utility vehicles.

Moore said the tire company's original recall put the state in a
second-tier with other Southern states, but because of the sheer numbers of
tires needed to be replaced, he asked the company to implement a new
replacement strategy.

Special Assistant Attorney General Mike Rhodes said his office began
contacting other attorneys general Aug. 10, one day after the recall, then
asked for speedier action. Rhodes said that meant Mississippians could have
been "driving on potentially defective tires" for six months to a year.

Moore said drivers can't afford to wait during the hot Mississippi summer,
when driving puts more stress on tires. "Summer time is the worst," said
Moore. "I don't know a hotter place in the summer time than Mississippi."
Moore said his office and several other attorneys general are also
investigating to determine if other Firestone tire models are at risk.

Several attorneys have filed lawsuits seeking class-action status to
represent consumers affected by the recall, which is expected to cost the
company $350 million.

The Center for Auto Safety has filed a lawsuit contending 12 million more
Firestone tires - all ATX, ATX II and Wilderness ATs still on the road -
should be recalled. The safety advocacy group successfully pushed for 1970s
recalls of the Ford Pinto and 14.5 million Firestone 500 tires. (The
Associated Press State & Local Wire, August 25, 2000)


CDnow, INC: Bernard M. Gross Files Securities Lawsuit in Pennsylvania
---------------------------------------------------------------------
Law Offices Bernard M. Gross, P.C. gives notice that a class action
complaint was filed August 22, 2000 in the United States District Court for
the Eastern District of Pennsylvania on behalf of a class of persons who
purchased CDnow (NASDAQ:CDNW) securities from January 28, 2000 to March 28,
2000 and on behalf of all holders of CDnow common stock on July 26, 2000
and their successors in interest until the August 22, 2000 close of the
tender offer by Bertelsmann, Inc. ("Bertelsmann")and who where damaged
thereby.

On July 13, 1999, CDnow, Time Warner and Sony Corporation of America
announced that they had entered into a merger agreement on the previous
day, pursuant to which they would combine the businesses of CDnow and
Columbia House, a club based retailer of music and videos that is equally
owned by Sony and Time Warner. On March 13, 2000, it was announced that
Sony, Time Warner and CDnow had mutually agreed to terminate the merger.
Thereafter, CDnow made repeated statements to the news media about the
merger termination, including that the merger termination was the result of
Columbia House's poor financial condition and that the merger termination
was positive for CDnow.

The complaint charges the Company and related defendants with violations of
Sections 10(b), 14(e) and 20(a) of the Securities Exchange Act of 1934 and
Rules 10b-5 and 14D-9 promulgated thereunder. The Complaint alleges, among
other things, that defendants failed to reveal that, on or before January
28, 2000, CDnow's outside auditor advised CDnow management of its
"substantial doubt about [CDnow's] ability to continue as a going concern ,
that this "going concern" qualification would impede the merger with
Columbia House and that CDnow could not survive without a merger partner.

In its July 26, 2000 Form 14D-9, in connection with the tender offer for
CDnow made by Bertelsmann, CDnow also failed to disclose the same material
information. The auditor's "going concern" qualification was first
disclosed in CDnow's Form 10-K filed with the SEC on March 28, 2000.

Contact: Law Offices Bernard M. Gross, P.C. Susan Gross, Esq., 800/849-3120
or 215/561-3600 susang@bernardmgross.com or Tina Moukoulis, Esq.,
800/849-3120 or 215/561-3600 tina@bernardmgross.com


CHICAGO GROCERIES: Executives Deny Price-Gouging Scheme
-------------------------------------------------------
Chicago grocery store executives denied allegations that they are operating
a conspiratorial price-gouging scheme that has boosted the price of milk
well above the national average in most of the city's supermarkets.

Jewel Food Stores Inc. and Dominick's Supermarkets Inc., which dominate the
region's grocery business, were accused in a lawsuit filed in Cook County
Circuit Court of working together to set milk prices at more than $1 per
gallon higher than in most other parts of the country.

Months after Chicago recorded the highest gas prices in the country, rising
milk prices are irking shoppers in a city with one of the most concentrated
grocery markets in the United States. Dairy farmers, meanwhile, are
receiving the lowest prices for their commodity in two decades.

Chicago lawyer Philip Rock filed a lawsuit in Cook County Circuit Court on
behalf of 12 milk drinkers and their families. The suit alleges that
grocery executives conducted a series of secret meetings to compare pricing
information to the detriment of consumers.

The competing stores have sold their product at virtually identical prices
for months, the lawsuit says, raising questions about whether the chains
are working together to bilk milk consumers. The stores have raised their
milk prices by 60 cents a gallon in the last year, while the wholesale
price of milk has fallen by 18 cents a gallon since January 1999, the suit
says.

"This is not a coincidence, this is price fixing," said Rock, former
president of the Illinois Senate. Rock will ask a judge to approve a
class-action lawsuit to allow "hundreds of thousands" of milk consumers to
join the case and be awarded damages if the suit is successful. "The
allegation that Dominick's and its competition have agreed either to match
retail prices or not compete on milk is an irresponsible fabrication," said
Brian Dowling, a spokesman for Dominick's parent company, Safeway Inc. "The
price of milk and other products we sell in our stores is based on cost and
competition."

Pete Van Helden, president of Jewel-Osco, also denied the allegations. He
said the company's name would be cleared in court. "Because Chicago is a
very competitive grocery market, we work every day to earn the business of
every customer with good service, quality products and fair prices," Van
Helden said in a statement.

Dowling disputed the notion that Chicago milk prices were out of line with
the nation. He said the near-identical prices are based on competitive
research conducted by Dominick's employees. "We routinely check other
grocery chains in our operating area on milk and a number of other items
across the store," Dowling said. "This practice is lawful and is recognized
by the courts to be pro-competitive."

The supermarket dairy section was once designed to lure shoppers into the
store, with milk priced only slightly above the actual cost. The stores
profited from other items that shoppers--or their children--piled into
their carts.

But industry analysts say, large grocery chains are more inclined to make
their dairy cases profitable. "Overwhelmingly, there are good profit
margins in the dairy case," said Elvin Hollon, an analyst for Dairy Farmers
of America, a Kansas City-based trade group. In 25 years of observing the
dairy industry, Hollon said he has never seen a similar lawsuit filed
against grocery stores by individual consumers. Most price-fixing
allegations are made by the government, he said.

In the Chicago milk case, lawyers surveyed 30 Dominick's and Jewel stores
in the area, which revealed most prices ranged from $3.59 to $3.69 per
gallon. Independent grocery stores and convenience stores typically offer
lower prices, including Walt's in suburban Crete, which was selling its
milk on August 24 for $2.49 a gallon.

But shoppers aren't likely to spend considerable time searching for a
better deal on milk. "People are aware of the price, but they will continue
to buy it even as the price goes up," said Chris Galen, a spokesman for the
National Milk Producers Federation in Arlington, Va.

As Jeanine O'Brien guided her shopping cart through the supermarket aisles,
she carefully perused brand names and searched for bargains to fill her
refrigerator and please her 3-year-old daughter. But when she reached the
dairy section, the 37-year-old Chicago mother barely glanced at the price
as she grabbed a gallon of 2 percent milk for $3.69. "I would buy it no
matter what--even at $10 a gallon," said O'Brien. "I'm fortunate. I can
afford it." (Chicago Tribune, August 25, 2000)


CREDITRUST CORP: Milberg Weiss Files Securities Suit in Maryland
----------------------------------------------------------------
The law firm of Milberg Weiss Bershad Hynes & Lerach LLP announces that a
class action lawsuit was filed on August 24, 2000, on behalf of purchasers
of the securities of Creditrust Corporation ("Creditrust" or the "Company")
(NASDAQ: CRDQE) between July 29, 1998 and March 31, 2000 inclusive. A copy
of the complaint filed in this action is available from the Court, or can
be viewed on Milberg Weiss' website at: http://www.milberg.com/creditrust/

The action is pending in the United States District Court for the District
of Maryland against defendants Joseph K. Rensin (President and Chief
Executive Officer), Richard I. Palmer (Chief Financial Officer), J. Barry
Dumser (President and Chief Operating Officer) and John L. Davis (Vice
President). Creditrust, a Delaware Corporation with headquarters in
Baltimore Maryland, is not a defendant in this action because it has filed
for bankruptcy.

The complaint charges that defendants violated Sections 10(b) and 20(a) of
the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder,
by issuing a series of material misrepresentations to the market between
July 29, 1998 and March 31, 2000. The complaint alleges that Creditrust was
in the business of purchasing bad debt receivables at a discount to the
total debt owed and then attempting to collect more than it paid for the
debt. The Company's reported revenues are based on the amount the Company
believes it can collect on a given receivable over five years and claimed
that it used proprietary pricing models and software systems to generated
its estimated rate of return.

As alleged in the complaint, in order create the impression that Creditrust
was a fast growing company, defendants knowingly or recklessly
overestimated the amount the Company could collect on its bad debt
receivables, resulting in a material overstatement of income and revenue.
The complaint further alleges that defendant Rensin sold more than 500,000
shares of his personal holdings in the company during the class period for
a profit in excess of $18 million.

Contact: Milberg Weiss Bershad Hynes & Lerach LLP Steven G. Schulman or
Samuel H. Rudman 800/320-5081 creditrustcase@milbergNY.com


FEDERATED DEPARTMENT: Bernstein Liebhard Files Securities Suit in NY
--------------------------------------------------------------------
A securities class action lawsuit was commenced on behalf of purchasers of
the publicly-traded securities of Federated Department Stores, Inc. (NYSE:
FD) ("Federated " or the "Company"), between February 23, 2000 and July 20,
2000, inclusive (the "Class Period"). A copy of the complaint is available
from the Court.

The case is pending in the United States District Court for the Southern
District of New York, located at 500 Pearl Street, New York, New York,
10007. The case has been assigned to the Honorable Kimba M. Wood.

Named as defendants in the complaint are Federated, James M. Zimmerman
(Chairman and Chief Executive Officer), Ronald W. Tysoe (Vice Chairman),
and Karen M. Hoguet (Chief Financial Officer).

The complaint charges defendants with violations of the Securities Exchange
Act of 1934 and Rule 10b-5 promulgated thereunder. The complaint alleges
that the defendants issued materially false and misleading information
regarding Federated's financial condition and prospects, particularly that
it achieved an 18% increase in year-over-year earnings for fiscal 1999. The
complaint also alleges that this information was misleading because
defendants failed to disclose material information, including that the
Company had failed to adequately reserve for credit delinquencies in its
Federated Direct division.

The dissemination of this materially misleading information and the failure
to disclosed material information caused Federated's common stock to be
artificially inflated throughout the Class Period to as high as $42.0625
per share. The truth about Federated 's financial condition was revealed to
the investing public on July 20, 2000, when Federated disclosed that rising
credit delinquencies coupled with insufficient reserves for such defaults
would result in a $200-$250 million shortfall in Federated's fall earnings.
Federated 's stock price dropped 15% to $23.50 per share, dramatically
below its Class Period high of $42.0625.

Contact: Dani Kirshner, Director of Shareholder Relations of Bernstein
Liebhard & Lifshitz, LLP, 800-217-1522, 212-779-1414 or FD@bernlieb.com


FLEMING COS: HI Gov asks AG to look into Possible Overcharges of Grocers
------------------------------------------------------------------------
Gov. Ben Cayetano has asked state attorneys to check allegations that
Hawaii's largest food wholesaler has overcharged local supermarkets on
shipping costs - costs that were then passed on to shoppers. Those
allegations were made in August 24's editions of The Honolulu Advertiser.
The paper said its review of business records revealed billing practices by
Oklahoma City-based Fleming Cos. Inc. that overcharged Hawaii grocers more
than $4 million between 1994 and 1999.

Those overcharges apparently were passed on to consumers without the
knowledge of grocers, the newspaper said.

Fleming supplies more than 60 percent of the groceries sold in Hawaii.

"The allegation is that Fleming wrongfully and through manipulation and
scheming overcharged the supermarkets and grocery stores who, in turn,
passed that cost on to the consumers," Cayetano said. "I have asked the
attorney general to take a look as to whether the state has a class action
on behalf of the state consumers against Fleming," he said.

Cayetano said the state's concern is the impact on the islands' economy and
cost of living. "That's why we've taken action, for example, against the
oil companies," he said, referring to the antitrust lawsuit filed in 1998
against 13 petroleum companies for allegedly overcharging Hawaii drivers.
"We will take the same attitude, the same posture with respect to the
allegations made against Fleming."

The Advertiser, citing unidentified sources, also reported that the U.S.
Department of Justice is investigating billing practices and possible
overcharges to military commissaries in Hawaii and elsewhere.

Lawsuits have been filed against Fleming by grocery operators in seven
states, alleging the company intentionally overcharged stores by hundreds
of millions of dollars.

The Fortune 500 company does business in most states and has annual sales
of $14.65 billion. The company has repeatedly denied wrongdoing, but has
paid mainland grocers nearly $30 million to settle three lawsuits. It also
terminated supply contracts worth more than $1 billion a year.

Fleming spokeswoman Kris Sundberg told The Associated Press she could not
comment on specific allegations. But she said the newspaper was "dredging
up old litigation from the mainland, which we're vigorously defending
ourselves on anyway. "I'm sure that our people in Hawaii have been very
conscientious in meeting the terms of contractual agreements," Sundberg
added.

The Advertiser reviewed five years' worth of business records of a
now-defunct freight forwarding company, Atlantic Pacific International,
which once managed between 25 and 50 percent of Fleming's shipments to
Hawaii.

Hawaii receives more than 80 percent of its consumer goods by ship and
freight forwarding companies serve as intermediaries between suppliers such
as Fleming and the two major shipping companies serving Hawaii - Matson
Navigation Co. and CSX Lines LLC.

The newspaper said API arranged the transportation of shipments and found
ways to ship at lower rates than the flat shipping rates charged by Matson
and CSX. That was done by taking advantage of complex variations in rates
charged by the companies - usually by combining different commodities in
the same container to qualify for lower rates. API also moved enough volume
each week that it gained leverage in negotiating special deals to reduce
customers' shipping costs, the newspaper said.

But despite those reduced costs, the higher flat rate was listed on API
invoices that subsequently were used to charge grocery stores, The
Advertiser reported.

The newspaper said supply contracts Fleming has with many customers require
those savings to be passed on to grocer-customers.

Between November 1995 and August 1997, API saved Fleming $874,985 on
freight bills, the report said. API's records also showed that during the
same 22-month period, Fleming actually paid $12.65 million on freight, but
its invoices produced by API reflected a cost of $14.93 million.

Former API employee Wayne Berry told the Advertiser that Fleming also
directed API to prepare invoices that disguised information about freight
allowances, which are given by some vendors to offset the cost of shipping.

Freight allowances passed to Fleming totaled more than $3.3 million between
November 1995 and August 1997, the report said.

The newspaper said Berry, API's former computer systems designer,
substantiated claims that Fleming overcharged Hawaii grocers.

Berry became president of API in 1997, but said he primarily focused on its
computer systems and logistics and was not fully aware of all business
dealings. He said he bought API from former chairman Jack Borja in a June
stock transfer so he could own the company's records to study why it failed
and have the rights to any money owed to API. In 1998, CSX sued API and
Fleming, saying they had not paid $1.5 million owed for grocery shipments.
API and Fleming contended CSX had wrongly withheld payments to API on a
service contract and later filed a counterclaim accusing CSX of being part
of a duopoly that restrains trade.

A jury found in favor of CSX, which was given a summary judgment of $1.5
million, plus attorneys' fees.

Fleming switched from API to Hawaiian Express Service in late 1999 and
moved some of its shipping operations in-house. Without its major customer,
API was soon out of business. (The Associated Press State & Local Wire,
August 25, 2000)


FOCUS ENHANCEMENTS: Mediation over Trade Practices Set for Late August
----------------------------------------------------------------------
The Company was named as a defendant in a lawsuit filed in U.S. District
Court for the District of Texas, on or about November 1, 1999, by CRA
Associates, Inc. The complaint alleged that the company breached a
contract, committed fraud, and engaged in misrepresentation and deceptive
trade practices. In May, a verdict was returned against Focus which require
Focus to pay to CRA approximately $1.8m. Subsequent filed motions are
seeking to increase this amount by adding pre- and post-judgement interest,
as well as attorney's fees. The Company has since filed post-judgement
motions and both parties have agreed to mediation, which will occur in late
August. Focus says that it expects the Court to refrain from rendering
judgement on the verdict pending completion of mediation. In the event that
mediation is unsuccessful and judgement is against Focus, then the Company
intends to contest the verdict through an appeal.


FOCUS ENHANCEMENTS: Securities Complaints in Massachusetts Consolidated
-----------------------------------------------------------------------
Focus Enhancements Inc. and certain of it's Officers and Directors have
been named as defendants in two alleged class-actions pending in United
States District Court for the District of Massachusetts, on or about
November 9, 1999, on behalf of Frank E. Ridel and other currently-unnamed
person(s) who are alleged to have purchased shares of our common stock from
July 17, 1997 to February 19, 1999. Consolidated amended complaints have
been filed in each alleged class action. The first complaint alleges a
claim of shareholders who purchased Focus shares during the July 17, 1997
to February, 1999 period. The second complaint alleges a class of
shareholders who purchased shares between November 15, 1999 and March 1,
2000. The first complaint was initially filed in November of 1999: The
second complaint was initially filed in March of 2000. Both complaints
purport to allege violations of the federal securities laws.


GENERAL AMERICAN: Settles Policyholders' Lawsuit for $ 55 Mil
-------------------------------------------------------------
General American Life Insurance Co. has agreed to pay $ 55 million to
settle allegations that it deceived life insurance policyholders.

If approved by a federal judge, the money would go to 251,000 people who
bought whole and universal life policies from 1982 to 1996. Most would be
paid in the form of higher dividends on their policies or free insurance.
Policyholders who believe they were deceived can apply for a larger share
of the settlement.

The settlement ends class action lawsuits filed against General American,
along with administrative charges brought by the Missouri Department of
Insurance.

A spokesman for the Insurance Department said the entire $ 55 million is
earmarked for policyholders. The amount the plaintiff's lawyers will
receive has not been decided, he said. The Insurance Department said that
General American salespeople misrepresented life insurance policies by
claiming that premiums would "vanish." They gave buyers projections showing
how the policy's cash value would grow over time to the point where it
would pay the entire premium.

A General American spokesman said the projections were based on the
dividends the company was paying at the time. Dividends fell along with
interest rates in the early 1990s, and the premiums failed to vanish.

The state also charged that agents convinced policyholders to cancel old
insurance policies in order to buy new ones with vanishing premiums. The
practice, sometimes called "churning," generates new commissions for
agents. When the premiums failed to vanish, policyholders found themselves
paying more for coverage, the Insurance Department said. About 28,100
people -- including 8,907 in Missouri -- bought whole life policies with
vanishing premium features, the Missouri Insurance Department said. The
vanishing premium issue prompted complaints against several insurance
companies as rates fell in the 1990s. MetLife, Prudential, Equitable Life,
Connecticut General and American Family Mutual all faced suits or action by
state regulators.

MetLife bought General American early this year.

Joe Briscoe, lawyer for General American, said the settlement provides two
kinds of payments. Customers with existing insurance policies will receive
extra dividends. Those who canceled their policies will receive free life
insurance. Customers who feel they were deceived can file a larger claim,
which will be decided by a third-party evaluator.

General American also agreed to pay a $ 120,000 fine to the state.

Policyholders will receive a letter in September or October inviting them
to comment on the settlement before it is approved. General American has
set up a phone number - 800-379-0821. That number will play only a recorded
message until Sept. 18. The $ 55 million will not come out of the $ 1.2
billion fund established when MetLife bought General American. That fund
will eventually be distributed to General American policyholders after
other claims are paid. (St. Louis Post-Dispatch, August 25, 2000)


LOS ANGELES POLICE: Officers Sue over Alleged Retaliation
---------------------------------------------------------
Dozens of police officers are suing the Los Angeles Police Department,
claiming they were harassed or fired after reporting misconduct. While the
lawsuit is not specifically linked to the department's notorious Rampart
corruption case, the plaintiffs allege the ''code of silence'' led to that
scandal. The 41 current and former officers who filed suit last Thursday
August 24 in Superior Court seek compensation and an injunction prohibiting
department officials from retaliating against whistleblowers.

Attorney Bradley Gage estimated that 300 to 500 officers could eventually
join the case if it is certified as a class action.

Department spokesman Don Cox said officials had not seen the lawsuit and
could not comment.

The suit claims that officers who reported misconduct were taunted by
supervisors, who said things such as ''you better watch your back'' and ''I
will demote you and then I will fire you.'' The department also used a
pattern of harassment in which managers passed on confidential information
about officers being transferred, the suit says.

Some of the plaintiffs claim they suffered discrimination for other
reasons, such as gender, race, disability or age. About half the plaintiffs
are still officers; others quit, were fired or say they were forced out.
Some of the officers said the situation has worsened since Chief Bernard
Parks took over in 1997. ''When the police officers are more afraid of the
administration than they are of the bad guys out there, then they have to
be careful, they can't say anything,'' Gage said. ''It's this code of
silence that's created out of fear that can lead to corruption within a
department.''

In the Rampart case, five officers are facing charges and numerous criminal
cases have been overturned because of alleged police misconduct in making
arrests, providing evidence and giving testimony. One officer is charged
with attempted murder. (AP Online, August 25, 2000)


NISSAN MOTOR: Settles Suit over Payment for Repossessed Cars
------------------------------------------------------------
Nissan Motor Co.'s U.S. financial arm agreed to a $68-million out-of-court
settlement of a class-action lawsuit by car buyers who complained that the
company made them continue paying for vehicles after they had been
repossessed. The settlement, approved by a federal judge in San Francisco,
will actually cost Nissan about $ 4 million, a spokesman said. The rest of
the settlement represents "uncollectable debts." The settlement covers
16,000 customers whose cars were repossessed by Nissan. (Los Angeles Times,
August 25, 2000)


OGDEN CORP: Contests Securities Suit in NY Re March to September 1999
---------------------------------------------------------------------
On September 22, October 1, and October 12, 1999, complaints denominated as
class actions were filed in the United States District Court for the
Southern District of New York against the Company, the Company's former
Chairman and Chief Executive, R. Richard Ablon, and Robert M. DiGia
(incorrectly identified in the Complaints as the Chief Financial Officer
and Senior Vice President of the Company). The Complaints, which are
largely identical to one another, are brought by alleged shareholders of
the Company and purport to assert claims under the federal securities laws.

In general, the Complaints allege that the Company and the individual
defendants disseminated false and misleading information during the period
of March 11, 1999 through September 17, 1999 with respect to the Company's
intended reorganization plans and its financial condition. The Complaints
seek the certification of a class of all purchasers of Ogden Corporation
common stock during the Class Period.

By order dated December 22, 1999, the Actions have been consolidated for
all purposes and lead plaintiffs and lead counsel have been appointed. On
February 28, 2000 plaintiffs filed a consolidated amended compliant. The
Amended Complaint repeats the allegations made in the original complaints
and adds new allegations with respect to the timing of the reporting of
certain losses experienced by Ogden. In the Amended Complaint, Plaintiffs
have added Raymond E. Dombrowski, Jr., Ogden's Senior Vice President and
Chief Financial Officer, as a defendant. There has been no discovery in the
Actions. While the Actions are at a very early stage, the Company believes
it has meritorious defenses to the allegations made in the Complaints and
intends to defend the Actions vigorously. On April 28, 2000 all defendants
filed motion to dismiss the Actions, with prejudice.


PRISON REALTY: Milberg Weiss Announces Settlement of TN Securities Suit
-----------------------------------------------------------------------
Milberg Weiss announced on August 25 the settlement of several related
class and derivative stockholder lawsuits involving Prison Realty Trust
Inc. (NYSE:PZN) and Corrections Corporation of America for a total recovery
of more than$120 million. The settlement represents the largest shareholder
class action recovery ever in Tennessee.

The Settlement involves the payment of more than $48 million in cash and
shares of Prison Realty common stock with a guaranteed value of more than
$72 million. As part of the Settlement, defendants also agreed to
significant improvements in Prison Realty's corporate governance
procedures.

The following groups of persons who timely file valid proofs of claim will
share in the recovery: stockholders of CCA Prison Realty Trust ("Old PZN")
who exchanged their shares of Old PZN for shares of Prison Realty
Corporation ("New PZN") in connection with the Jan. 1, 1999 merger between
CCA and Old PZN (the "Merger"); persons who purchased New PZN shares
between Jan. 1, 1999 and Dec. 27, 1999; persons who purchased shares of CCA
between April 24, 1997 and April 20, 1998; and CCA shareholders who
exchanged their CCA shares for New PZN shares in the Merger. The
settlements are subject to the execution of a definitive settlement
agreement, notice to shareholders and court approval.

Milberg Weiss senior partner, William S. Lerach, stated, "Achieving this
settlement, even after Congress amended the federal securities laws in 1995
to make it more difficult for stockholders to pursue fraud claims against
public companies and their managers, demonstrates that determined and
skillful lawyering can still produce superior results." Mr. Lerach added
that "we wish to pay special tribute to Professor Eric Green of Boston
University, who served as the mediator in these litigations and helped to
bring about this settlement. Without Professor Green's leadership and the
good faith approach of Prison Realty's current Chairman and CEO and their
liability insurance carriers, such a superior result would not have been
possible."

Contact: Milberg Weiss Darren Robbins, 800/449-4900 wsl@mwbhl.com


THOMAS & BETTS: Seeks to Dismiss Securities Lawsuit in Tennessee
----------------------------------------------------------------
On February 16, 2000, certain shareholders of Thomas & Betts Corporation
filed a purported class-action suit in the United States District Court for
the Western District of Tennessee against the Corporation, Clyde R. Moore
and Fred R. Jones. The complaint alleges fraud and violations of Section
10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and
Rule 10b-5 thereunder.

The plaintiffs allege that purchasers of the Corporation's common stock
between April 28, 1999, and December 14, 1999, were damaged when the market
value of the stock dropped by nearly 29 percent on December 15, 1999. The
plaintiffs allege generally that the defendants artificially inflated the
market value of the Corporation's common stock by a series of misleading
statements or by failing to disclose certain adverse information. An
unspecified amount of damages is sought.

On July 12, 2000, the Corporation filed a Motion to Dismiss the suit,
together with a memorandum of law in support of the motion to dismiss. The
Corporation is unable to predict the outcome of this litigation and its
ultimate effect, if any, on the financial condition of the Corporation.
However, management believes that there are meritorious defenses to the
claims and intends to vigorously defend against the allegations. Mr. Moore
and Mr. Jones may be entitled to indemnification by the Corporation.


TIME INC: To Refund $4.9 Mil for Sweepstakes; Suits over Marketing Go on
------------------------------------------------------------------------
Time Inc. last Thursday August 24 said it will refund more than $4.9
million to about 6,000 customers--including 900 in California--who may have
been deceived into believing that their chances of winning a
company-sponsored sweepstakes would be improved by purchasing magazine
subscriptions and other products.

Time, a unit of New York-based Time Warner Inc., becomes the third
sweepstakes firm to settle with state regulators in the past five months.

Publishers Clearing House, one of the industry's largest players, agreed to
refund $ 16 million to customers in 24 states. In April, Northridge-based
U.S. Sales Corp. agreed to pay a record-setting $ 30 million to settle
investigations by attorneys general in 48 states and the District of
Columbia.

Like Publishers Clearing House and U.S. Sales, Time also agreed to abide by
new business practices and disclosure rules aimed at protecting consumers,
including adding a sweepstakes fact box to mailers. The box explains that
consumers have not yet won; are not required to purchase any product to
enter the sweepstakes; and that buying products will not improve the
chances of winning.

Officials at Time denied any wrongdoing and defended its marketing
practices. "Time has always striven to market products in a clear and
straight-forward manner, including the sweepstakes program," said company
spokesman Peter Costiglio.

August 24's settlement covers 47 states and the District of Columbia.
Refunds will be offered to consumers who spent more than $ 500 in any of
the past three years on Time Inc. products in connection with an entry in
the company's "Guaranteed & Bonded" sweepstakes.

State regulators began investigating sweepstakes companies in 1998, after
reports surfaced that consumers were spending thousands of dollars on
unneeded merchandise in the false belief that it would improve the odds of
winning multimillion-dollar prizes. Some elderly consumers, misled by
sweepstakes mailings, traveled to the companies' headquarters under the
impression they'd won lucrative prizes.

"This is a really sleazy way to promote a magazine," said Ira Zimmerman,
59, a retired engineer who says he received several letters from Time Inc.
claiming he'd won huge cash prizes. One was for $ 1.6 million and another
for $ 833,000. Zimmerman said he wasn't fooled, but the letters bothered
him so much that he complained to state regulators.

Time also faces some class-action lawsuits filed earlier this year over its
marketing practices. A company spokesman said the suits have no merit. (Los
Angeles Times, August 25, 2000)


U.S. BANK: Bondholders Denied Interest Payments May Seek Damages
----------------------------------------------------------------
When revenue shortfalls led to defaults this summer on two separate
nonrated issues in Virginia and Pennsylvania, bondholders were counting on
the safety net implied by the deals' debt service reserve funds.

However, the trustee on both issues, U.S. Bank, headquartered in St. Paul,
has refused to pay investors -- despite having fully funded debt service
reserve funds to do so.

The trustee is currently withholding the interest payments even after
repeated warnings from the underwriter's counsel that it is in violation of
the terms of the bond indenture and loan agreement.

The result is a complicated tug-of-war that began on July 1 when one of the
issuers involved in the controversy -- Virginia's Galax Industrial
Development Authority -- defaulted on its $143,000 interest payment. The
bonds in question were sold in 1998 in a $3.15 million refunding of 1996
tax-exempt bonds on behalf of Galax Energy Concepts, a local waste-to-steam
plant.

The debt service reserve fund is currently fully funded at $220,500, but
bondholders have not yet been paid, according to a source close to the
deal.

Similarly, U.S. Bank, acting as trustee on a $4.12 million tax-exempt issue
of health care revenue bonds from Pennsylvania's York County Industrial
Development Authority, refused to pay bondholders the $195,381 due on Aug.
1 from the debt service reserve fund on that deal, even though it was
available.

After starting the year off with $390,763 in its debt service reserve fund,
Family Care Center, the obligor on the York County bonds, paid its Feb. 1
interest of $195,381 to bondholders from that account. That left a
remaining $195,381, not to mention subsequent monthly payments that Family
Care deposited to its debt service fund for future interest payments, the
source said.

Bondholders -- largely retail investors, sources said -- are up in arms and
want to find a new trustee once the skirmish is ironed out.

On a larger scale, they may seek punitive damages with a class action
lawsuit against U.S. Bank for breach of fiduciary obligations, but that
option is still being explored, said Mike Gardner, the underwriter's
counsel, who authored the official statement for the Galax issue."We have a
bunch of angry bondholders, and I think they have a right to be angry," he
said.

Both deals were underwritten by Schneider Securities Inc. of Red Bank, N.J.
On the Galax issue, payment to bondholders from the debt service reserve
fund would have triggered a corporate guarantor provision that says
Lexington, Ky.-based Daugherty Petroleum Inc. and a wealthy Lexington
entrepreneur would replenish the debt service reserve fund in full.

There were no corporate guarantors on the York County deal.

However, on both deals, while U.S. Bank withdrew the amount of the interest
payment out of the debt service reserve fund, it never paid investors.
Instead it placed the money in a separate bond fund, "rat holing" it for
expenses it anticipates it will incur during the life of the projects,
Gardner said.

When informing bondholders of the Galax default in a July 10 letter, U.S.
Bank wrote that it did withdraw and transfer certain funds for the July 1
interest payment from the debt service reserve fund to the bond fund.

But, it cites a lien given to the bank under Section 8.02 of the indenture
on all funds held under the indenture for the payment of trustees'
advances, fees, costs, and expenses, as to why it never paid bondholders.
"Until the trustee is able to properly evaluate the magnitude and cost of
its available options, actions, and remedies, the trustee does not intend
to make any distributions to holders of bonds," the letter states. "Future
payments on bonds are uncertain."

A bank spokesperson who provided the letter to The Bond Buyer said she was
prohibited from making any additional comments prior to the drafting of a
new letter expected to update bondholders in a week or two.

While Gardner does not dispute that the bank is entitled to the lien, and
entitled to secure funds to cover its own expenses prior to making interest
payments to investors, he said that is only true on costs the trustee has
already incurred. "They have no right to hold onto extra money for future
expenses," he said.

The prospect of bringing the case before a judge is a last resort for
Gardner. However, he is investigating the venue and jurisdiction of a
possible class action suit, and gathering information on other bond issues
in which he said U.S. Bank is also in violation of indenture agreements.
"Our principle objective at this time is to get our bondholders paid," he
said. "If we have to go to court, we'll go to court, but it's not what we
want to do."

U.S. Bank's July 10 letter also states that if Galax Energy Concepts did
not replenish the debt service reserve fund, the trustee would send a
demand letter to the guarantors for full reimbursement.

However, Gardner charges that even if U.S. Bank attempted to make that
demand on the guarantors, the guarantee provision in the indenture only
kicks in when the debt service reserve fund is used to actually pay
bondholders. Gardner said he is "flabbergasted" that such a large player in
the municipal trust market as U.S. Bank is ignoring such a standard
practice. "The trustee is refusing to comply with those mandatory
provisions," Gardner said.

Another source said that U.S. Bank is not the only trustee violating its
duties, and that the Galax and York County deals are just two examples in
which a trustee is trying to erroneously profit from an "unjustifiable
default."

Both the Galax and Family Care projects are still going through some
growing pains, Gardner admitted, but when investors buy speculative credits
they gain some comfort in having a debt service reserve fund. "The
existence of the debt service reserve fund is the cushion bondholders look
for to pay them while the problems are being cured," Gardner said.

This is not the first default of the Galax bonds. Due to delays and cost
overruns in 1997, the Galax Industrial Development Authority suffered a
technical default when its trustee on a 1996 issue, Crestar Bank, now
SunTrust, had to withdraw $94,737.51 from the debt service reserve fund to
meet its July 1 interest payment that year.

The company blamed revenue shortfalls and production delays at the time
that it was converting the plant from a municipal waste incinerator to a
steam supplier. The Family Care Center project, meanwhile, is trying to
improve operations in order to get the facility to meet its financial
obligations. (The Bond Buyer, August 25, 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
Creditors' Service, Inc., Princeton, NJ, and Beard Group, Inc.,
Washington, DC. Theresa Cheuk, Managing Editor.

Copyright 1999.  All rights reserved.  ISSN 1525-2272.

This material is copyrighted and any commercial use, resale or
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