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             Wednesday, November 15, 2000, Vol. 2, No. 223


AMERICAN EDUCATIONAL: Agrees in Principle to Settle Merger-Related Suit
E TRADE: 1997 CA Lawsuit over Trade Practices Stayed for Arbitration
E TRADE: 1999 NY, CA Suits on Business Practice Stayed for Arbitration
E TRADE: Ct Refuses to Compel Arbitration for 2 CA Suits Filed in 1999
EBAY INC: Emerges from CA Suit over Sale of Unauthorized Recordings

EBAY INC: Purchasers of Forged Sports Momorabilia File Amended Complaint
HOLOCAUST VICTIMS: Few Lawsuits Left Survivors Close to Compensation
HOLOCAUST VICTIMS: German Industry Sees No Rush To Pay Nazi Laborers
KRAFT, AZTECA: Lawsuit Accuses of Selling Food with Bioengineered Corn
LAFARGE CORP: MD to Hear Appeal on Derivative Suit Re Material Purchase

LAFARGE CORP: Ontario Ct Yet to Rule on Cert. of Defective Concrete Suit
NY CITY: Justices Refuse to Reinstate Punitive Damages for Strip Search
OMTOOL LTD: Motion to Dismiss Securities Suit in New Hampshire Pending
PEPSI-COLA: Shareholder Suit Lodged in DE over Bottler's Merger Offer
POTASH CORPORATION: Potash Price-Fixing Suits Pending in MN and CA

PRESIDENTIAL ELECTION: Ballot Lawsuits Add Complexity To Fight For Votes
PRESIDENTIAL ELECTION: Judge Clarifies Role of Fd Ct; Rejects Injunction
PRESIDENTIAL ELECTION: Lawyer Sues Over Winner-Takes-All System
PRESIDENTIAL ELECTION: Snapshots of the Recount As Cut-off Looms
SOTHEBY'S, CHRISTIE'S: Lawyers Give Plan to Split Auction Settlement

SYKES ENTERPRISE: Sykes Takes Back Reins As Heir Apparent Quits
TWELVE AMH: Limited Partners Seek Damages for Debt Restructuring


AMERICAN EDUCATIONAL: Agrees in Principle to Settle Merger-Related Suit
American Educational Products, Inc. (Nasdaq:AMEP) (Pacific:EP) announced on
November 13 that an agreement-in-principle has been reached by all parties
to settle the previously announced class action civil lawsuits filed in
connection with the proposed merger of AMEP and G.C. Associates Holdings
Corp., its largest shareholder.

The agreement-in-principle provides in material part that: (i) the Merger
Agreement dated as of August 14, 2000, between AMEP and GC will be amended
so that the vote necessary to approve the proposed merger includes a
majority of the votes cast by shareholders other than GC or Geneve
Corporation, GC's parent company, (ii) the class action plaintiffs and
their counsel will be entitled to express their views on materials
concerning the proposed merger which are mailed to the public shareholders
of AMEP and filed with the Securities and Exchange Commission (the "SEC"),
and (iii) the Company will pay plaintiffs' counsel fees and expenses. The
agreement-in-principle is subject to court approval of a formal settlement
agreement and consummation of the merger unless consummation does not occur
by reason of the failure of a majority of votes of shareholders other than
GC or Geneve to vote in favor of the merger at a meeting of the Company
held for that purpose. Closing of the merger remains subject to various
other conditions, which may or may not be met, as described in the merger
agreement, a copy of which was filed with the SEC by the Company on August
29, 2000, in its Form 8-K.

Pursuant to the merger, all minority shareholders of AMEP will receive
$10.00 per share in cash. In addition, on October 30, 2000, the Company
paid a special cash dividend of $.645 per share to all shareholders of
record as of August 18, 2000. The merger consideration of $10.00 per share
(together with the special cash dividend of $.645 per share) reflects a
value of AMEP which is a multiple of about 8.8 times 1999 EBITDA of
$1,813,000, and the Company's EBITDA for the first nine months of 2000
(excluding special charges) substantially trails that of the same period in
1999 even though it includes the results of an operation acquired by the
Company in September 1999. An independent financial advisor has given its
opinion to AMEP's Board of Directors that the terms of the merger are fair
to minority shareholders from a financial point of view.

E TRADE: 1997 CA Lawsuit over Trade Practices Stayed for Arbitration
On November 21, 1997, a putative class action was filed in the Superior
Court of California, County of Santa Clara, by Larry R. Cooper on behalf of
himself and other similarly situated individuals. The action alleges, among
other things, that our advertising, other communications and business
practices regarding our commission rates and our ability to timely execute
and confirm transactions through our online brokerage services were false
and deceptive. The action seeks injunctive relief enjoining the purported
deceptive and unfair practices alleged in the action and also seeks
unspecified compensatory and punitive damages, as well as attorney fees. On
June 1, 1999, the Court entered an order denying plaintiffs' motion for
class certification. On January 25, 2000, the court ordered plaintiffs to
submit all claims seeking monetary relief to arbitration and stayed all
other claims pending the outcome of arbitration. A motion to modify that
order was denied on July 13, 2000.

E TRADE: 1999 NY, CA Suits on Business Practice Stayed for Arbitration
On February 11, 1999, a putative class action was filed in the Supreme
Court of New York, County of New York, by Evan Berger, on behalf of himself
and other similarly situated individuals. The action alleges, among other
things, that the company's advertising, other communications and business
practices regarding ability to timely execute and confirm transactions
through online brokerage services were false and deceptive. Plaintiff seeks
unspecified damages based on causes of action for breach of contract and
violation of New York consumer protection statutes. By a Decision and
Order, entered March 28, 2000, the Court ordered plaintiff to proceed to
arbitration on his breach of contract claim and granted E Trade's motion to
dismiss plaintiff's consumer protection claims. Plaintiff has not filed for
arbitration to date.

On March 10, 1999, a putative class action was filed in the Superior Court
of California, County of Santa Clara, by Raj Chadha. The Chadha complaint
seeks unspecified damages and injunctive relief arising out of, among other
things, February 3, 4, and 5, 1999, system interruptions. Plaintiff brings
causes of action for breach of fiduciary duty, violations of the Consumer
Legal Remedies Act, and violations of the California Unfair Business
Practices Act. On July 29, 1999, the Court granted the company's petition
to compel arbitration and stayed all further proceedings.

E TRADE: Ct Refuses to Compel Arbitration for 2 CA Suits Filed in 1999
On March 11, 1999, a putative class action was filed in the Superior Court
of California, County of Santa Clara, by Elie Wurtman. The Wurtman
complaint seeks unspecified damages and injunctive relief arising out of,
among other things, plaintiff's alleged problems accessing her account and
placing orders. The complaint also makes allegations regarding access
problems relating to our customers residing or traveling outside of the
United States. Plaintiff brings causes of action for negligence and
violations of the Consumer Legal Remedies Act and California Unfair
Business Practices Act. On September 23, 1999, the Superior Court denied
our motion to compel arbitration. We filed an appeal in October 1999, and
all briefing and arguments on that appeal have now been completed.

On April 14, 1999, a putative class action was filed in the Superior Court
of California, County of Los Angeles, by Matthew J. Rosenberg. Plaintiff
seeks injunctive relief based on alleged violations of the California
Unfair Business Practices Act regarding the extent to which shares in IPOs
were made available to our customers. On October 6, 1999, the Superior
Court dismissed plaintiff's class action claims with prejudice but granted
plaintiff leave to amend his claim for injunctive relief. Plaintiff filed
an amended complaint on October 26, 1999, and we subsequently filed a
petition to compel arbitration that was granted on December 29, 1999. On
February 29, 2000, plaintiff filed a notice of appeal, and the Court of
Appeal for the State of California, Second Appellate District, dismissed
plaintiff's appeal on July 20, 2000.

EBAY INC: Emerges from CA Suit over Sale of Unauthorized Recordings
On September 1, 1999, eBay was served with a lawsuit filed by Randall
Stoner, on behalf of the general public, in San Francisco Superior Court
(No. 305666). The lawsuit alleges that eBay violated Section 17200 of the
California Business & Professions Code, a statute that relates to unfair
competition, based upon the listing of "bootleg" or "pirate" recordings by
eBay's users, allegedly in violation of California penal statutes relating
to the sale of unauthorized audio recordings. The lawsuit seeks declaratory
and injunctive relief, restitution and legal fees. eBay filed a general
demurrer, which was sustained by the court with leave to amend. The
plaintiff filed an amended complaint. Discovery has commenced. eBay filed a
motion for summary judgement. On November 7, 2000, eBay's motion for
summary judgement was granted.

EBAY INC: Purchasers of Forged Sports Momorabilia File Amended Complaint
On April 25, 2000, eBay was served with a lawsuit, Gentry et.al. v. eBay,
Inc. et.al, filed in Superior Court in San Diego, California. The lawsuit
is filed on behalf of a purported class of eBay users who purchased
allegedly forged autographed sports memorabilia on eBay. The lawsuit claims
eBay was negligent in permitting certain named (and other unnamed)
defendants to sell allegedly forged autographed sports memorabilia on eBay.
In addition, the lawsuit claims eBay violated Section 17200 and a section
of the California Civil Code which prohibits "dealers" from selling sports
memorabilia without a "Certificate of Authenticity." The lawsuit seeks
class action certification, compensatory damages, a civil penalty of ten
times actual damages, interest, costs and fees and injunctive relief.
Discovery in this case has commenced. eBay filed a demurrer to three of the
counts, which the court sustained with leave to amend. The plaintiffs have
filed an amended complaint.

HOLOCAUST VICTIMS: Few Lawsuits Left Survivors Close to Compensation
About a million people who endured slave and forced labor under the Nazi
regime are closer to obtaining compensation from Germany and its companies.

A federal judge on Monday granted requests from the surviving laborers
around the world to dismiss about 50 lawsuits against German companies. The
end of those suits, many of which sought class-action status, leaves only a
handful of such lawsuits in U.S. courts.

Dismissals are expected on those by the end of the year, which would allow
payments to begin flowing from a $4.6 billion fund being infused 50-50 by
German government and industry.

The money would go to more than 1 million victims - mostly non-Jews from
Eastern Europe - of the Nazis' campaign to keep their factories running as
they waged war.

U.S. District Judge William G. Bassler, before whom nearly all the worker
lawsuits brought in U.S. courts were consolidated, told a courtroom packed
with about 75 lawyers that he moved quickly - deferring a written opinion -
because many of the victims are elderly.

"Any delay means someone does not benefit, and I don't want that delay on
my desk," Bassler said, noting many victims are now in their 80s.

"We all know that money cannot compensate for what happened. But it is also
a symbol," he added.

Lawyers for victims and German companies, as well as the U.S. government,
urged Bassler to dismiss the claims.

They described the settlement, reached in July in Berlin, as the best
resolution for a group that had been ignored in postwar compensation
totaling $ 100 billion to other victims.

"A negotiated settlement can cover many more victims than litigation,"
Justice Department lawyer David Anderson said. The non-adversarial
foundation would employ a "relaxed standard of proof" so the most people
could benefit, he said.

In general, unpaid workers in concentration camps are considered slave
laborers and are to get about $6,600 (15,000 German marks), while those who
worked for industrial or commercial enterprises without pay are considered
forced laborers and are to get about $2,200 (5,000 German marks).

Heirs are only eligible if the worker died after February 1999, when
Germany and its companies agreed to form the fund.

History and worker lawsuits describe conditions for both groups as
horrible, with authorities providing little food, clothing or shelter.

After dismissals are complete, perhaps late this year, money can be paid
"almost immediately," said Burt Neuborne, a key lawyer for victims and one
of two U.S. representatives on the board of the settlement's foundation,
Remembrance, Responsibility and The Future.

Neuborne, a New York University law professor, was among several victims'
lawyers who were also involved in negotiating the Swiss bank settlement for
Holocaust victims.

To date, 4,700 German companies have contributed, but the industry portion
of the fund still has a 30 percent shortfall, said Roger M. Witten, a
lawyer for a group of leading German firms

He assured the judge that industry would meet its commitment.

"The money will be there, your honor, I have absolutely no doubt about it,"
Witten said.

He said the "vast majority" of contributing companies did not even exist
during World War II.

German officials have said payments to survivors would begin even before
industry completes its share.

The companies include such firms as Bayer, BMW, DaimlerChrysler, Deutsche
Bank, Hoechst, Siemens and Volkswagen, which were sued in U.S. courts
because they had operations in this country.

Also contributing are U.S.-based Ford and General Motors, which faced suits
stemming from their German operations, although they contend those entities
were not under their control during the war years.

The compensation agreement came after about 18 months of negotiations
involving the United States, Germany, Israel, Poland, Czech Republic,
Belarus, Ukraine, Russia and the Conference on Jewish Material Claims
Against Germany. It provides for worldwide publicity to inform victims how
to apply for compensation. Application procedures are being developed.
Prisoners of war are not eligible. (The Associated Press State & Local
Wire, November 14, 2000)

HOLOCAUST VICTIMS: German Industry Sees No Rush To Pay Nazi Laborers
Payments from Germany's compensation fund for Nazi-era slave and forced
laborers could be delayed until March even after a U.S. judge cleared one
of the last hurdles by dismissing 46 lawsuits against German companies, a
negotiator said Tuesday.

German industry praised Monday's ruling by a district judge in New Jersey,
but insisted on the terms of an international accord signed in July that
says money from the 10 billion mark (dlrs 4.4 billion) fund can start
flowing only when the last class-action suit is off the table.

''We are very satisfied with the decision and hope for the dismissal of the
other cases,'' said Manfred Gentz, chief financial officer at
DaimlerChrysler and the main German industry negotiator in the settlement.

About 1 million victims forced to work for the Nazi war machine mostly
non-Jews from eastern Europe are expected to be eligible for the fund,
financed 50-50 by the German government and industry.

But a spokesman for contributing companies said other U.S. judges may take
until late January to dismiss similar lawsuits against German banks and
insurance companies. And after that, German lawmakers must formally approve
the government's contribution.

Since some of the U.S. court decisions could be appealed, it could be March
before the fund is actually ready to pay aging survivors, government envoy
Otto Lambsdorff said.

''The judge's decision is a positive signal, but it's not the end of the
road,'' he said in a telephone interview.

About 4,700 companies have pledged money to the fund, but contributions
have stagnated at 3.3 billion marks (dlrs 1.45 billion) a shortfall of one

Meanwhile, thousands of claims have flooded into the Berlin-based fund and
affiliates in eastern Europe, the United States and Israel, fund spokesman
Kai Hennig said. No exact figure was available, but Hennig said the Berlin
office alone receives about 20-40 claims daily.

A spokesman for the companies stressed that payouts could begin even before
industry completes its share. ''We have enough money already now,''
Wolfgang Gibowski said.

But he ridiculed a suggestion by German-based victim lawyer Michael Witti
to start payments immediately as a good-will gesture.

''The agreement is clear,'' Gibowski said. ''That's out of the question.''

In the July deal, the United States agreed to support efforts by German
industry to have the class-action suits quashed and Nazi-era labor claims
channeled exclusively to the German fund.

Companies in the fund include top German firms such as Bayer, BMW,
DaimlerChrysler, Deutsche Bank, Hoechst, Siemens and Volkswagen, which were
sued in U.S. courts because they have American-based operations

Also contributing are U.S.-based Ford and General Motors, which faced suits
stemming from their German operations, although they contend those entities
were not under their control during the war years.

The compensation agreement came after about 18 months of negotiations
involving the United States, Germany, Israel, Poland, Czech Republic,
Belarus, Ukraine, Russia, Jewish groups and lawyers. (AP Worldstream,
November 14, 2000)

KRAFT, AZTECA: Lawsuit Accuses of Selling Food with Bioengineered Corn
Two Chicago-area residents have filed suit against Kraft Foods and Azteca
Milling L.P., maintaining the companies violated state and federal laws by
selling food containing elements of a bioengineered corn not approved for
human consumption.

In a lawsuit filed Sept. 27 in the Circuit Court of Cook County, Ill., the
plaintiffs allege Kraft and Azteca "knowingly or recklessly participated in
the production, advertising, marketing and selling of millions of boxes of
these taco shells ... and other foodstuffs which omitted disclosing that
they contained trace elements of StarLink [corn] and which plaintiff and
the class members unknowingly purchased and ingested."

Kraft Foods last month recalled from grocery shelves millions of boxes of
Taco Bell brand taco shells after tests conducted on behalf of a coalition
of environmental and consumer groups indicated the products contained
traces of the StarLink corn (See related stories, Page 16). FDA's own tests
confirmed that finding. The agency is conducting tests on other foods made
from corn but has not indicated what products are being tested or when the
results will be available.

Kraft sold the taco shells. Azteca, a partnership between a Mexican firm
and Illinois-based Archer Daniels Midland Co., supplied the corn flour.

The lawsuit alleges the two companies violated a host of state laws,
including the Illinois Consumer Fraud Act and the Uniform Deceptive
Business Practices Act.

The plaintiffs are seeking:

* a determination of class action status;

* an order preventing Kraft and Azteca from using proceeds from the sale
  of taco shells and other foodstuffs until the companies have accounted
  for such proceeds;

* an order requiring Kraft to place the proceeds in a court-supervised
  fund that would be distributed to consumers or awarded to consumer
  food protection groups;

* unspecified compensatory damages, and

* a court-ordered recall of other corn-based products that came from the
  Azteca mill that produced the flour for Kraft's taco shells.

               Plaintiff said to have suffered reaction

Although federal officials have repeatedly said foods with StarLink corn do
not represent a public health risk, the lawsuit alleges one of the
plaintiffs, Wallace Wasson, suffered an allergic reaction after eating
shells from a package of Taco Bell Home Original 12 Taco Shells. He is said
to have suffered hives on his legs, mouth and throat. Wasson went to the
University of Chicago Hospital Sept. 24, where he was diagnosed with
symptoms of a food allergy, according to the complaint.

"Wasson's friend, who also ate the taco shells on the evening of September
20, 2000, similarly suffered from a headache and stomach upset the next
morning," the complaint adds.

William Bogot, attorney for the plaintiffs, told Food Chemical News last
week that additional plaintiffs may be added to the complaint, perhaps as
early as this week.

The original complaint was filed on behalf of Merri Place, who bought the
taco shells but reportedly did not suffer any reaction to them. Wasson was
added to the complaint Oct. 3. The complaint alleges that "Defendants
breached their duty by failing to verify that the contents of the subject
taco shells and other foodstuffs were accurately described and labeled,
and/or by failing to disclose and/or discover that the subject taco shells
and other foodstuffs were not accurately described and labeled."

The Environmental Protection Agency approved StarLink for animal use but
did not authorize its use in food for human consumption because of
potential allergenicity concerns.

A spokesperson for Kraft said the company has no comment on the pending

                            Recalls spread

Concern about the impact of the StarLink discovery is rapidly spreading
throughout the food industry. Tortilla maker Mission Foods 10 days ago
recalled a variety of taco shells, snack chips and other foods produced
from yellow corn that may contain StarLink. Mission is a sister company of
Azteca Milling.

Also, several grocery store chains across the country, including Safeway,
Kroger and Albertson's, removed products that may contain corn with the
unapproved StarLink strain.

                     ConAgra awaits test results

In October, ConAgra Foods Inc. of Omaha, Neb., announced it has stopped
making corn flour at its Kansas mill because it may have received some of
the StarLink corn. ConAgra spokeswoman Karen Savinski said the mill,
located in Atchison, stopped milling corn Oct. 11 after it received
information that it may have received StarLink corn. The mill has placed
its ground corn on hold while it waits to see if tests by an independent
laboratory confirm the presence of StarLink. In the meantime, Savinski said
the mill is still accepting corn from local producers, and is cleaning its

The Atchison mill is the only corn flour mill owned by ConAgra, which owns
such brands as Fleischmann's, Healthy Choice, Hunt's, Parkay and Orville
Redenbacher. Savinski said ConAgra has a number of buyers for its corn
flour and that it is not used only for ConAgra products.

Aventis CropScience, which developed StarLink, announced that it is trying
to recover 9 million bushels of the grain. (?0FCN 3606, 17 pages $ 9) (Food
Chemical News, October 23, 2000)

LAFARGE CORP: MD to Hear Appeal on Derivative Suit Re Material Purchase
By order dated January 28, 2000, the Court granted summary judgment in
favor of the company's directors in the stockholder derivative lawsuit
filed against them on March 18, 1998 in the Circuit Court for Montgomery
County, Maryland. This lawsuit alleged breach of fiduciary duty, corporate
waste and gross negligence in connection with the company's purchase of
certain North American construction materials assets from Lafarge S.A., the
company's majority stockholder. Plaintiffs appealed the decision to the
Maryland Court of Special Appeals. Upon its own motion, the Maryland Court
of Appeals, Maryland's highest court, has selected the appeal for hearing
and decision. The appeal is currently scheduled for hearing in December of
this year.

LAFARGE CORP: Ontario Ct Yet to Rule on Cert. of Defective Concrete Suit
On April 17, 2000, the Ontario (Canada) Court (General Division) ruled
against the company's subsidiary Lafarge Canada Inc. and other defendants
in the 1992 lawsuit arising from claims of building owners, the Ontario New
Home Warranty Program and other plaintiffs regarding allegedly defective
concrete, flyash and cement used in defective footings, foundations and
floors. The portion of the judgment attributed by the Court to Lafarge
Canada Inc., net of insured amounts, represents approximately Canadian $9.9
million. Lafarge Canada Inc. has appealed this decision. The company
believes that its insurance coverage and recorded reserves are adequate to
cover the defense expenses and liabilities arising from the 1992 lawsuit.

In September 2000, a hearing was held before the Court as to whether a
class should be certified in connection with the related 1999 class action,
which previously had been stayed pending a decision in the 1992 lawsuit.
The Court has yet to rule on certification of the class.

NY CITY: Justices Refuse to Reinstate Punitive Damages for Strip Search
The United States Supreme Court on Monday, November 13, refused to review a
case in which a woman sought reinstatement of $5 million in punitive
damages awarded because she was illegally strip-searched in a New York City
jail in 1997.

Without commenting, the court left in place a June ruling of the United
States Court of Appeals for the Second Circuit that reversed the jury
award. The lower court had cited legal precedent barring punitive damage
awards against municipalities.

By failing to win review of her case, the woman, Debra Ciraolo, was left
with a compensatory damage award of $19,645 in the strip-search incident.
It occurred in January 1997 after she was arrested in a dispute with a
neighbor and taken to a holding cell in the basement of Manhattan Criminal
Court at 100 Centre Street.

Ms. Ciraolo, a Greenwich Village resident who works as an interpreter for
the deaf, won the punitive and compensatory awards in May 1999 in Federal
District Court in Manhattan.

About 55,000 people contend in a separate class-action suit that a city
policy caused them to be illegally strip-searched in a 10-month period in
1996 and 1997 after being arrested on minor charges in Manhattan and
Queens. Monday's court action is not expected to affect that suit. In its
appeal, the city said it did not contest the finding that the strip
searches were unconstitutional, but contended that punitive damage awards
against New York City were prohibited.

Julian L. Kalkstein, a lawyer with the city's corporation counsel's office,
said the Supreme Court's refusal to review the matter was consistent with a
line of cases, dating back to the 1870's, which say "that punitive damages
are not to be assessed against municipalities." "The innocent taxpayer
should not be unfairly punished for the acts of others," Mr. Kalkstein

In court papers, the city quoted from a 1981 Supreme Court ruling that
"punitive damages imposed on a municipality are in effect a windfall to a
fully compensated plaintiff" and would probably lead to "an increase in
taxes or a reduction in public services for citizens footing the bill."

A lawyer for Ms. Ciraolo, Stephen H. Weiner, said she remained deeply
affected by her experience. "She's always going to be affected by it," Mr.
Weiner said, "and I think she was very eager to see the Supreme Court take
it up."

The City Department of Correction cited security grounds in carrying out
its strip-search policy. The United States Court of Appeals for the Second
Circuit had ruled in 1986 that the Fourth Amendment barred strip searches
of people charged with misdemeanors or other minor offenses unless the
authorities had reasonable grounds to suspect that they were concealing
weapons or contraband.

In reversing the award to Ms. Ciraolo, a three-judge panel of the federal
court of appeals rejected her contention that the Supreme Court had
provided for a narrow exception to the ban on punitive awards in cases in
which "taxpayers are directly responsible for perpetuating an outrageous
abuse of constitutional rights."

Ms. Ciraolo's lawyer, Mr. Weiner, said his client sought Supreme Court
review because federal appeals courts are divided on when punitive damages
might be appropriate in such cases.

Lawyers for the city said in court filings that Ms. Ciraolo's case was not
one in which the taxpayer could be shown to be directly responsible. (The
New York Times, November 14, 2000)

OMTOOL LTD: Motion to Dismiss Securities Suit in New Hampshire Pending
On October 5, 1999, the Company and certain of its directors and officers
were named as defendants in a purported securities class action complaint
filed in the United States District Court for the District of New
Hampshire. On June 15, 2000, an amended complaint was filed against the
same named defendants.

The amended complaint is allegedly brought on behalf of purchasers of the
Company's stock during the period from August 8, 1997 to October 6, 1998,
and alleges, among other things, that the Company's initial public offering
prospectus and registration statement and subsequent quarterly financial
statements contained misstatements.

On July 31, 2000, the Company and the named individual defendants filed a
motion to dismiss the amended complaint, which is still pending. The
Company believes that the allegations contained in the amended complaint
are without merit and intends to defend vigorously against the claims.

The lawsuit, however, is in its earliest stages, and there can be no
assurances that this litigation will ultimately be resolved on terms that
are favorable to the Company.

PEPSI-COLA: Shareholder Suit Lodged in DE over Bottler's Merger Offer
A shareholder class action aimed at blocking the recently announced merger
between the United States' second- and third-largest Pepsi-Cola bottlers
was lodged in the New Castle County, Delaware Court of Chancery. The
complaint asserts that the $3.80 per share buy-out offer to shareholders of
PepsiAmericas Inc. represents a value of some 25 percent less than the
stock's recent closing price. Kilham et al. v. PepsiAmericas Inc. et al.,
No. 18280, complaint filed (Del. Ch., New Castle County, Aug. 31, 2000).

Last Aug. 21, Whitman Corp., a Pepsi bottler serving 10 states with annual
sales of $2.4 billion, announced its intent to acquire PepsiAmericas, which
services nine states and has $576 million in sales annually. PAS would
become a wholly owned subsidiary of Whitman, and PAS Chairman/CEO Robert
Pohlad would be named CEO of Whitman. Some 70 percent of the 87.3 million
shares of PAS common stock are owned by Dakota Holdings LLC, an entity in
which Pohlad Companies owns a 66.5 percent stake. The balance of Dakota
Holdings is owned by PepsiCo, which also owns 40 percent of Whitman. The
merger offer grants PAS shareholders (other than Dakota Holdings) three
options as considerations for their shares. The minority shareholders may
elect a $3.80 per share buyout, subject to upward adjustment if the average
closing price of Whitman stock tops $16.07 during the 15 trading days
ending five days prior to the Whitman or PAS shareholder meeting to approve
the transaction, whichever occurs first. The second option is an exchange
of PAS shares (valued at $3.80) for Whitman common stock, subject to the
same upward adjustments. Lastly, the minority shareholders may participate
in an earn-out, whereby they will receive consideration in the form of
Whitman shares worth $2.80 per PAS share. These shareholders could also
receive additional consideration of Whitman shares with a value of $1.50
per PAS share if PAS' territories reach certain EBITDA goals through 2002.

Dakota Holdings' shares will be subject to the earn-out. The complaint
avers that last Aug. 18, PAS closed with a value of $4.75 a share, and that
the $3.80 purchase price "does not represent the true value of the assets
and future prospects underlying each share of PAS." The complaint asserts
that PepsiCo stands on both sides of the transaction by virtue of its
holdings in Whitman and Dakota Holdings, and the merger has been structured
to serve the interests of PepsiCo.

The complaint further asserts that Dakota Holdings owes PAS' minority
shareholders a fiduciary obligation of fair treatment, and that Dakota
Holdings is doing the bidding of its controlling shareholder (PepsiCo) to
the detriment of the minority shareholders' interests.Norman M. Monhait of
Rosenthal, Monhait, Gross & Goddess in Wilmington filed the complaint on
behalf of Gene Kilham. (Securities Litigation & Regulation Reporter,
October 11, 2000)

POTASH CORPORATION: Potash Price-Fixing Suits Pending in MN and CA
Potash Corporation Of Saskatchewan Inc. tells investors that in June 1993,
PCS and PCS Sales (Canada) Inc. ("PCS Sales (Canada)") were served with a
complaint relating to a suit filed in the United States District Court for
Minnesota against most North American potash producers, including the

The complaint alleged a conspiracy among the defendants to fix the price of
potash purchased by the plaintiffs as well as potash purchased by the
members of a class of certain purchasers proposed by the plaintiffs.

Similar complaints were filed in the United States District Courts for the
Northern District of Illinois and the Western District of Virginia. On
motion of the defendants, all of the complaints were transferred and
consolidated for pre-trial purposes in the United States District Court for
Minnesota. The complaint sought treble damages and other relief.

PCS and PCS Sales (Canada) filed a motion for summary judgment on December
22, 1995. On January 2, 1997, Judge Richard H. Kyle issued an order
granting the defendants' motions for summary judgment and dismissing the
lawsuit. The plaintiffs appealed that order to the United States Court of
Appeals for the Eighth Circuit. On February 17, 2000, the Eighth Circuit,
en banc, affirmed Judge Kyle's summary judgment ruling. On October 2, 2000,
the United States Supreme Court denied the plaintiffs' petition for writ of
certiori. Accordingly, the claims of federal court plaintiffs have now been
fully and finally dismissed.

Additional complaints were filed in California state court on behalf of
purported class of indirect purchasers of potash. PCS moved to dismiss the
California State Court lawsuits for lack of personal jurisdiction and the
court ruled that it does not have personal jurisdiction over PCS but that
it does have personal jurisdiction over PCS Sales (Canada). Following Judge
Kyle's summary judgment decision, the California litigation was stayed, and
the plaintiffs agreed to dismiss their lawsuit if Judge Kyle's summary
judgment ruling withstood appeal. PCS Sales (Canada) expects the California
lawsuit to be dismissed shortly.

PRESIDENTIAL ELECTION: Ballot Lawsuits Add Complexity To Fight For Votes
Rogers, her co-plaintiffs and possibly thousands more voters here became
supporting players in a great political drama when as they allege in their
lawsuit they "cast their ballots for a candidate for whom they had no
intention of voting."

That candidate was the Reform Party's Pat Buchanan, whose outsize vote in a
place with so many Jewish Democrats from the North is indisputable evidence
that something screwy happened in the balloting of Palm Beach County or so
the plaintiffs will allege in a county courtroom Tuesday.

Some legal scholars think the Rogers suit or another one of seven similar
complaints that finger the infamous "butterfly ballot" of Palm Beach County
will open the next gripping chapter in the story of the 2000 presidential

Some including a few national Democratic voices who have now warned Vice
President Gore against precipitating an all-out clash in the courts hope
these local cases can ease the week-long recount of the county's votes to a
decisive close by next Friday.

Unless the courts intervene, Florida could certify the winner of the
state's 25 electoral votes after that deadline day for counting absentees.
Florida could thus hand the keys to the White House to Gore or to Texas
Gov. George W. Bush for good and all.

But some fear one of the local lawsuits will go so far conceivably, to the
United States Supreme Court that it will one day stand among the landmarks
of American politics and law.

They envision all sorts of dire scenarios: an all-out legal war here that
trips the tumbling dominoes of challenges to the vote in other
closely-fought states; a president chosen next month with no vote at all
from Florida, the third-largest state; even a deadlock that throws the
fight into the House of Representatives (where Rhode Island would carry
exactly the weight of New York, California or any other state: one vote).

"So we have a grand constitutional question to which there is no easy
answer," said Terence Anderson, a professor of law at the University of

"Exactly half of the electorate will be legitimately aggrieved, no matter
what the outcome of this dispute. We will have a constitutional government
that satisfies all the technical requirements. But its legitimacy will be
questioned forever and I don't care who wins," said Anderson.

All because of the ballot foulup embodied in the case of Beverly Rogers and
co-plaintiffs Ray and Sam Kaplan.

A look back at the week's events here shows how the years-long,
coast-to-coast struggle for 101 million votes climaxed in the closest
presidential finish in 40 years then suddenly lurched into ballot-by-ballot
combat for mere thousands.

What comes next is anybody's guess. But the events of the past few days may
contain clues to where they will fit in the nation's electoral history.

THE IMPASSE was foreshadowed soon after the polls opened in Palm Beach
County, when complaints poured in from polling stations particularly from
senior centers and clubhouses in the region's many gated communities and
retirement complexes.

Soon the phones rang off the hook at the white stucco county government
high-rise in West Palm Beach, where Supervisor of Elections Theresa LePore
was learning to her dismay that the presidential ballot she had designed
was causing problems, particularly with the big (25-percent) chunk of
citizens who are over 65.

In an effort to make the presidential ballot especially easy on aging eyes,
LePore had ordered bigger type, which necessitated printing the names of
the 10 candidates across two facing pages (hence the term "butterfly
ballot"). Palm Beach was the only one of the state's 67 counties to use
such a ballot.

Bush topped its left-hand page a first position mandated under law by the
party affiliation of the governor (his brother Jeb, as it happens). Gore's
name was immediately underneath, with lesser candidates below in their
turn. Pat Buchanan's name was on the top of the right-hand page.

Down the center line between the cardboard pages was a line of perforated
holes, each one corresponding to a candidate's name, with an arrow
indicating the proper hole. Voters were to punch the cardboard "chad" out
of the proper hole with a key-like instrument.

Bush's corresponding punch hole was highest on the ballot. But Buchanan's
punch hole was immediately below Bush, and Gore's was third. The arrows and
the ballot instructions made the proper use of the ballot clear to the
great majority of voters. But many complained that they had trouble
figuring it out.

Still others said that they had handled the ballot all right but could
easily understand how some people could have failed.

The seed for the Rogers-Kaplan lawsuit was sown in, of all places,
Philadelphia, where lawyer Stephen A. Sheller got a frantic call Tuesday
from his mother-in-law.

"She was very upset and the problem sounded real," he said. "But I had no
idea how big it was." By Wednesday, as the nation absorbed the stunning
news of a cliffhanger election dangling on the vote in Florida, Sheller got
an idea how big.

So did the two campaigns. The Bush and Gore camps shifted to a modified
campaign mode. Both dispatched teams of lawyers, strategists and public
relations people to Tallahassee, the Florida capital led by former
Secretaries of State Warren Christopher (for Gore) and James A. Baker III
(for Bush).

As officials across the state conducted the recount required for an
election this tight, Democratic voters and activists materialized outside
the Palm Beach County offices, along with many aggravated voters.

Meanwhile, with the help of his mother-in-law and two Fort Lauderdale
lawyers, Sheller took the case of Rogers and the Kaplans, who live in a
handsome gated community called Boca West.

By the end of the day, county authorities reported a net gain of 643 votes
for Gore, about half of them from a precinct inadvertently not counted in
the first go-round.

They also found that more than 19,000 people, or 4.1 percent of the
county's voters, had chosen two or more presidential candidates,
invalidating their ballots. An additional 10,000, or 2.2 percent, were
recorded as having no vote for president.

These were larger totals than in 1996 and, at least to Democratic insiders,
they seemed related to an anomaly that dominated news reports and talk
shows: after the initial count, Buchanan had won more than 20 percent of
his state-wide total in the Democratic stronghold of Palm Beach which
accounted for less than 8 percent of Florida's 5.8 million votes.

Those were some of the facts marshaled behind the central assertion that
Rogers and the Kaplans filed in their suit Thursday: they "may have
inadvertently voted for Pat Buchanan . . . when they in fact intended to
vote for Al Gore."

Thursday was also the day the mood outside the Palm Beach offices turned
decidedly sour. Pro-Gore crowds swelled through the morning, their chants
of "RE-VOTE!" recorded by reporters and TV crews that had flown in from
around the country.

Reinforcements of Bush supporters poured in, too, giving rise to much noise
and a few shouting matches. More typical, though, was the quieter
exasperation of 31-year-old Bush supporter Elaine Biederman, who came with
her daughters, ages 3 and 1.

"I don't think the voice of the people who think the vote was fair has been
heard enough on the national and local news," she said. "I feel that voting
is a right and a responsibility and if you feel that it's something now
that you have to litigate . . . then you should have been able to look at
the ballot and clearly choose the person you wanted to vote for."

Indeed, some voters reported less anger than embarrassment that they had
failed to assert their right to get help at the polls or insist on
replacement ballots for the ones they had punched mistakenly.

But most such fine distinctions were lost in the din of the demonstrations,
which climaxed last Thursday afternoon with a campaign-style speech by
Jesse Jackson that drew well over a thousand people.

By the end of Thursday, Bush's statewide lead in Florida was down to 229.
On Thursday night in response to the Rogers lawsuit, County Circuit Judge
Kathleen Kroll enjoined the local authorities from releasing the ballots at
least until Tuesday, when she will decide whether to block certification of
a winner in the county of the presidential contest until the ballot dispute
is argued out.

On Friday, the unofficial count in Florida put Bush ahead by 327 votes, as
the two campaigns exchanged tense statements. Palm Beach County canvassers
began a second machine recount at the behest of the Bush campaign, which
saw its lead erode considerably during the first recount.

At the same time, they began a hand count of selected precincts, at the
request of Gore supporters, who think full-scale hand counts in Palm Beach
and neighboring counties could carry the day for them.

Meanwhile, absentee ballots will be counted statewide as they straggle in
by mail until the Friday deadline. Some Republicans think Bush will hold
his lead through the absentee count if the ballot-by-ballot hand count can
be avoided. Baker announced in Tallahassee that the Bush campaign had asked
a federal judge to block the hand recount.

Lawyers worked frantically through the weekend to prepare for the first
skirmish, in Kroll's court.

ELECTION LAW specialist Anderson and other experts said there's a good
chance that the Rogers complaint or some other suit will succeed up to a

"It seems to me highly probable that the plaintiffs whether they be
individual voters or the Gore campaign will be able to satisfy the legal
requirements" necessary to block certification of a winner of the
presdential election in Palm Beach County, he said.

He said plaintiffs might well satisfy the Florida case law that requires
two charges to be proved in order to invalidate election results: First,
that there was "substantial unintentional failure to comply" with the state
law that spells out ballot procedures; and second, "reasonable doubt" that
the "election expressed the will of the voters."

But Anderson said it is much less clear that Florida law permits the remedy
that would-be Gore voters want, a new presidential election for the voters
of Palm Beach County.

Anderson said he doesn't know of any Florida case in which problems with
the ballot configuration led to the type of "re-vote" that Gore supporters
are demanding.

The traditional Florida remedy is to throw out the challenged ballots,
which Anderson said might be fine with Bush. But if such a ruling led to a
Bush victory in Florida, it would certainly be appealed on constitutional
grounds. Gore supporters would argue that "you're depriving all those
people of their right to vote violating due process under law, equal
protection and other rights," said Anderson.

But if the state courts block certification of a winner in Florida, the
Electoral College might vote without Florida's electors on Dec. 18 handing
the White House to Gore.

In that event, said Anderson, "Bush will say that to permit Palm Beach
County to vote after the fact will deny 'equal protection under law' to 100
million other American voters" because the Palm Beach County vote is worth
more it elects the president.

Either scenario could plausibly lead to the Supreme Court, Anderson said,
which is why some national politicians of both parties have begun to call
for ways to avoid an all-out judicial battle.

Bruce Rogow, a constitutional law professor who represents Palm Beach
elections supervisor LePore, summed up the situation this way on Thursday:
"Anybody who thinks there is going to be a speedy solution to this is
engaged in wishful thinking." (The Providence Journal-Bulletin, November
12, 2000)

PRESIDENTIAL ELECTION: Judge Clarifies Role of Fd Ct; Rejects Injunction
Federal courts have virtually no business interfering in state elections,
no matter how high the stakes, a judge said Monday while refusing to stop a
massive vote recount that could determine the next president of the United
States. At an emergency hearing that lawyers called one of the most
significant in the history of presidential politics, the judge rejected
Gov. George W. Bush's campaign argument that a full counting of all votes
in four Florida counties would cause him and the country "irreparable
harm." Instead, the state can continue its recount policy that has been
used for more than a decade, U.S. District Judge Donald M. Middlebrooks

"Under the Constitution of the United States, it is the responsibility of
the states to select electors to choose a president," Middlebrooks said,
adding that he had some "concerns" about the state's recount process. "The
federal court has a very limited role and should not interfere in state
matters unless there is an immediate question of constitutional

The only exceptions would be fraud or if the state had a law keeping
certain classes of people from voting, such as policies that kept blacks
and other minorities from the polls a generation ago.

Lawyers for Bush's campaign filed for an emergency injunction on Saturday
to stop recounts in Broward, Palm Beach, Miami-Dade and Volusia counties.
Bush's lawyers argued that the state's recount methods were "arbitrary and
capricious" and would deprive all voters in the state and across the
country of a fair election.

The hearing at the old federal courthouse in Miami brought out some of the
most celebrated lawyers in the country, including Harvard law professors
Laurence Tribe and Alan Dershowitz. Most, like former U.S. Attorney Kendall
Coffey, supported Vice President Al Gore and his campaign and sounded the
same theme: Voters have the right to know the true vote count in Florida.
"How can it serve the public interest to keep the results of a recount from
the public? What are they afraid of?" said attorney Bruce Rogow,
representing Palm Beach County Elections Supervisor Theresa LePore. "If
they have any objections to this process, the proper place to take their
arguments is to state court. It certainly doesn't belong in federal court."

Theodore B. Olson, lead counsel for Bush, said in court that he never filed
any objection in state court, as required by Florida law. He also
acknowledged that he wasn't sure of all the state procedures.

Olson said he has not decided whether to appeal the ruling. "The problem
with the Florida law is that it replaces an accurate machine count with the
discretion of individuals who may have a stake in the results," Olson said
after the hearing. "Machines don't have a bias, they aren't Democrats or

After the hearing, lawyers for Gore pounced on what they called
inconsistencies by Bush on two fronts. First, as Texas governor he signed a
law saying manual recounts are more accurate and "preferable" to machine
counts. Second, during the campaign, Bush repeatedly said the difference
between the candidates was that Gore "trusts the federal government to make
the right decision, while I trust people," lawyers said.

"It's hypocrisy squared," said Dershowitz, representing eight Palm Beach
County voters who said the election was flawed. "Here's a guy whose whole
campaign is based on state rights and trusting people and taking away power
from the federal government. "Now he's asking a federal judge to overrule a
perfectly legal state court process that is being carried out," Dershowitz
said. He said he may eventually file a lawsuit seeking a new election in
Palm Beach County.

The high-profile case saw some of the nation's most powerful lawyers and
most famous television journalists jockeying for the spotlight. At one
point, Dershowitz, Olson and Tribe lined up like airplanes on a runway,
waiting their turn in front of the television cameras.

Across the street from the courthouse, about a dozen Bush supporters and a
dozen Gore supporters taunted each other for four hours.

George Lowell, 37, an accountant from Davie, said he took the day off work
to protest Bush's tactics. "This is a critical moment for our democracy,"
Lowell said. "I am a Gore supporter, but I'm here really because I think
every vote should count."

Bob Kunst, director of Shalom International, a Jewish activist group,
turned the tables on one of the favorite rallying cries of Bush supporters,
who have screamed in recent days that Gore will do whatever is necessary to
change the outcome. "Bush is a coward," Kunst said. "He's trying to steal
the election. If he really trusted the people as he said in every speech,
he would want the county making sure the ballots are recounted."

The Bush supporters, most of them Cuban-Americans, were even more vocal. In
Spanish some shouted, "Liberty and democracy for suffering Cuba," "Down
with Castro" and "We don't want communism. Down with Gore. Long live Bush."

Sandra Cobas of Miami said she thought the Gore campaign's efforts to keep
counting votes had gone too far. "It shouldn't be done," Cobas said. "They
wanted a recount, they got a recount. Now they have another recount. Next
they'll want another recount." (Sun-Sentinel (Fort Lauderdale, FL),
November 14, 2000)

PRESIDENTIAL ELECTION: Lawyer Sues Over Winner-Takes-All System
A Fort Lauderdale lawyer filed a civil lawsuit Monday on his own behalf,
seeking to have Floridas Electoral College voting system declared
unconstitutional. Attorney Jon May, of the law firm May & Cohen, filed the
lawsuit in U.S. District Court in Fort Lauderdale. The suit names Florida
Secretary of State Kathleen Harris and Floridas Department of State as

The suit says Floridas winner-takes-all provision for selecting electors is
unconstitutional under the 14th Amendment, as it violates the one man one
vote principle. The suit seeks class-action status, and asks the court for
a hearing before Friday. (Miami Daily Business Review, November 14, 2000)

PRESIDENTIAL ELECTION: Snapshots of the Recount As Cut-off Looms
Hundreds of election workers in three Florida counties prepared to hand
count enormous stacks of ballots after a Florida official demanded earlier
in the day that all the counts be completed by 5 p.m. Tuesday or be ignored
in favor of the machine tallies that gave the race to George W. Bush.

Monday evening, a judge in Tallahassee heard arguments from Bush and Al
Gore lawyers over whether to extend the 5 p.m. deadline. He will rule this

The looming deadline was felt most acutely in this manicured seaside town
as helicopters whirred constantly overhead, phalanxes of lawyers charged in
and out of courtrooms, and wrangling county officals shouted one another
down in front of a sea of cameras.

It is likely that a smaller hand count of votes in Volusia County, to the
north of Palm Beach County, will be completed by Tuesday but those in Palm
Beach County and Miami-Dade County are doubtful. If Secretary of State
Katherine Harris's ruling holds, the machine counts in these two counties
might become the final tally.

The clash between Florida's political parties unfolded on Monday after
Harris issued her 5 p.m. ultimatum. Minutes later, just across town, the
Palm Beach County Election Canvassing Board voted to start a manual recount
of all 462,657 ballots cast here. Last week, it took election workers 12
hours to hand count just 1 percent of these, but county officials said they
could finish by week's end.

Harris's demand met legal opposition from the Gore campaign in Volusia
County, where Democratic lawyers asked a judge to allow completion of the
count of some 184,000 votes there by extending the deadline. The Palm Beach
Canvassing Board directed its lawyers to wage a similar legal fight here to
gain time.

"We have authorized our attorneys to do whatever is necessary to assure the
votes of all of our residents are counted," said Charles Burton, a county
judge and one of three members of the canvassing board.

Republicans said the earlier, partial recount in Palm Beach County was
unfair, chaotic and possibly prejudiced by the Democratic members of the
canvassing board. The presence of chads, the small pieces of punch card
ballots, on the floor showed that mishandling of the ballots could
potentially produce new votes, Republicans said outside the Palm Beach
County government center.

In Broward County, just north of Miami, Gore recieved 43 additional votes
after a machine recount of ballots last week. The county Democratic Party
asked for a hand count. A hearing was held, and the canvassing board
decided not to hand count votes because it said there were no significant
errors in the machine count. Some Democrats on the board are planning to
challange the decision.

Two hundred miles north in Volusia County, a single precinct where computer
errors led to a miscount was targeted for a hand count. That was later
expanded to include all of the 184,000 votes cast in the county. By Monday
morning two-thirds of the ballots were counted and officials said the job
would be done by Tuesday.

By contrast, Miami-Dade County has yet to start. That county's canvassing
board was scheduled to meet this morning to fashion a plan to hand count
ballots. But if the 5 p.m. deadline holds it is unlikely it will be able to
complete the task.

And Palm Beach County was expected to start its count just hours before the

Lawyers for the Bush campaign on Monday called for an emergency hearing in
a West Palm Beach court. They attempted to move a class action lawsuit by
five county residents to another court near Tallahassee, and argued that a
judge's decision last week to prohibit the county from submitting its votes
would be overturned. Palm Beach County votes cannot be submitted to the
state until the issue of the butterfly ballot, which may have confused some
Gore supporters into voting for Reform Party candidate Patrick J. Buchanan,
is fully litigated.

However, the court arguments never got off the ground. In keeping with the
raw political fighting that has enveloped this state, a lawyer representing
one Palm Beach County resident asked Judge Stephen A. Rapp to remove
himself from the case.

Henry Handler, the attorney, accused Rapp of making comments, at an
unrelated trial last Wednesday, that he would "make sure the Democrats are
run out of the White House." Rapp denied the contention but stepped down
nonetheless. Another judge will hear the case Tuesday.

A few blocks from the sprawling postmodern courthouse, thousands of
Democrats at a rally demanded a revote. Led by the Rev. Jesse Jackson, the
demonstrators disbanded early after a group of about 100 Republicans
heckled the speakers, screaming "Go Home Jesse" and "Bush-Cheney."

Shortly after, the cat-and-mouse game resumed, with the Gore supporters
gathering again at an outdoor amphitheater nearby, holding signs that read
"George W: You Can't Steal Our Votes" and "The Ballot Was illegal." (The
Boston Globe, November 14, 2000)

              Florida Official Says Bush Leads Gore by 300 Votes

    Tallahassee, Fla. (Reuters) - Florida Secretary of State Katherine
Harris said Tuesday that by the close of the official counting period for
last Tuesday's U.S. presidential election Republican George W. Bush led
Democrat Al Gore in the key state of Florida by a margin of 300 votes.

Harris set a time of 2 p.m. EST Wednesday for three Florida counties, which
are still carrying out hand recounts, to explain why they could not meet a
Tuesday night deadline to submit returns. She would then decide whether to
consider including their late votes in the totals.

"I'm requiring a written statement of the facts and circumstances that
would cause these counties to believe that a change should be made before
the final certification of the statewide vote," Harris told reporters.
"This written statement is due in our office by 2 p.m. tomorrow," she said.

The Florida tally is crucial to finally deciding last week's U.S.
presidential election. Florida's final total is due to be certified after
the last overseas ballots are counted by midnight on Friday.

SOTHEBY'S, CHRISTIE'S: Lawyers Give Plan to Split Auction Settlement
The lead lawyers representing the more than 100,000 buyers and sellers in a
recently settled class-action lawsuit against the Sotheby's and Christie's
auction houses have detailed for the first time how they propose to divide
the $512 million settlement.

In court papers that were filed on Friday and made available on Monday, the
lawyers, from the firm of Boies, Schiller & Flexner, proposed that the
buyers and sellers, who say they were victims of a scheme to fix
commissions on the part of the two houses, receive proportionate amounts of
money based on their purchases and sales.

Using a formula developed by Jeffrey Leitzinger, a pricing and markets
analyst retained by the firm, sellers would receive about 1 percent of the
sales price of their offerings. Buyers would receive 5 percent of the sales
price on each purchase of $50,000 or less and a flat $2,500 for each
purchase above $50,000.

The figures represent the increases in the buyer's premiums that Sotheby's
and Christie's instituted in 1993. Increases in seller's commissions, which
were more variable, were computed through the use of economic models.

The papers, submitted in a motion for preliminary approval of the $512
million settlement filed in Federal District Court in Manhattan, did not
disclose the amount set aside for legal fees, which were arrived at in a
proposal the firm filed months ago with Judge Lewis A. Kaplan.

The class-action suit stemmed from a far-ranging federal investigation of
the two auction giants that moved into high gear when a former chief
executive of Christie's delivered papers that documented years of collusion
between two companies. Christie's received conditional amnesty from
prosecution in exchange for cooperating. Last month, Sotheby's pleaded
guilty to violating antitrust laws as did Diana D. Brooks, its former
president and chief executive.

In September, Sotheby's and Christie's agreed to pay $512 million -- $412
million in cash and an additional $100 million in coupons -- to settle the
claims by the customers represented in the class action.

The documents filed on Friday state that the settlement is 1.79 times the
amount buyers and sellers were overcharged, which was estimated at $286
million by Mr. Leitzinger. He estimated that the auction houses overcharged
buyers $201.2 million during the period from Jan. 1, 1993, through December
1999. Of the $201.2 million, $89.2 million is from Christie's and $111.9
million from Sotheby's. Mr. Leitzinger also estimated that the auction
houses overcharged sellers $85.3 million, with $49.7 million of that from
Sotheby's and $35.5 million from Christie's.

Within 30 days of preliminary approval by the court, Sotheby's and
Christie's would each deposit in an escrow account $100 million in cash. An
additional $106 million in cash would be deposited within 30 days of the
final approval by the court. Each house would also deposit another $50
million either in cash or discount certificates within 30 days of the final
court approval. Boies, Schiller & Flexner is to submit a plan of allocation
on Nov. 27 that will provide more details of the distribution.

Also on Nov. 27, Sotheby's and Christie's will present to Judge Kaplan
further details about the payment of the $100 million worth of certificates
to clients wishing to use them as credit against seller's commissions and
certain consignment-related charges.

No hearings have been set on the motion for preliminary approval or on
final approval of the settlement.

As is typical of most class-action cases, members will have a certain
number of days, still to be specified by the court, to opt out of the

A separate class-action suit filed in Federal District Court in Manhattan
by the law firms of Cohen, Milstein, Hausfeld & Toll of Washington and
Milberg, Weiss, Bershad, Hynes & Lorach of New York seeks to represent
foreign buyers and sellers although no class has been certified by the
judge. (The New York Times, November 14, 2000)

SYKES ENTERPRISE: Sykes Takes Back Reins As Heir Apparent Quits
The Tampa company's founder will fill in until a committee selects a
replacement for David Grimes. John Sykes has once again taken control of
the company he created. Less than four months after handing the reins of
troubled Sykes Enterprises Inc. to heir apparent David Grimes, Sykes has
seized them back.

Grimes resigned without comment Monday as president and chief executive of
the company, which operates technical support call centers around the
world. Sykes, 64, will fill in until a board-level search committee finds a
permanent replacement. "I assume this responsibility with great
enthusiasm," the 64-year-old North Carolina native said in a news release.

But investors, burned repeatedly by the company's accounting blunders and
missed earnings estimates, reacted unenthusiastically. The Tampa company's
stock fell 25 cents Monday, or 4 percent, to close at $ 5.88 in light
trading. Grimes' failure to click as CEO is yet another in a series of
disappointments this year at Sykes Enterprises. And his departure only
added to Sykes' immediate financial problems: The company said Grimes'
severance agreement has forced the company to yet again reduce its
quarterly earnings forecast, this time by 3 cents a share. That would
suggest Grimes' departure is costing the company about $ 1.25-million.

Sykes now expects net income of 7 cents to 10 cents per share in the fourth
quarter, down from a range of 10 cents to 13 cents.

Hired as president in December 1998, Grimes was seen as a possible
successor to founder Sykes. Within a month, the former AT&T executive and
Harvard Business School graduate added the title of chief financial
officer. In March of this year, the company's board of directors gave him a
further vote of confidence, approving a new two-year contract. A special
clause called for the agreement to be extended to five years - and the
salary to rise significantly - if Grimes were subsequently named CEO or

Four months later, that happened. As CEO, Grimes' annual salary leaped to $
525,000, his potential bonus to $ 394,000 and his possible stock options to
as much as 160,000 shares per year, based on performance-based measures.

For the first time since founding the company in 1977, Sykes was no longer
its chief executive. "This orderly succession of the CEO responsibilities
has been contemplated for many months," Sykes said then. "Since joining the
company from AT&T in 1998, David has consistently exceeded my

Now, without warning or much explanation, Grimes is gone. And investors and
Wall Street analysts were left scratching their heads about what it really

On the one hand, analysts said, Grimes had trouble fitting in at Sykes, was
not a favorite on Wall Street and failed to prevent the company's
accounting meltdown this year.

"He didn't help the company evolve," said Raymond James & Associates
analyst John Mahoney. "From what I understand, he rubbed a lot of people
inside the organization the wrong way." "Sometimes when things aren't going
right, there needs to be a new captain or new coach," Prudential Securities
analyst Kevin Dyches said.

But Monday's announcement failed to stem concerns about the company's
future. Merrill Lynch & Co. analyst Fran Blechman Bernstein said she looked
forward to John Sykes' return as interim CEO but wondered about his
eventual replacement. "My reaction is I'm going to wait and see," she said.

Bernstein said she wanted to see John Sykes resign from one or more of his
philanthropic positions, such as his chairmanship of the effort to bring
the Olympics to Tampa Bay in 2012. "I think he understands that that's what
he has to do," she said.

Joining Grimes on the exit ramp from Sykes Enterprises this month is former
chief financial officer Scott Bendert. Sykes removed Bendert as CFO in
March after the company experienced a series of embarrassing accounting
problems, but then angered some investors by giving him a new title and a
higher salary. Investor relations director Kristin Wiemer declined to
comment on his exit.

Rapid fire

Turnover and turmoil during two years at Sykes Enterprises Inc.:


December: David Grimes joins Sykes Enterprises as president.


February: Grimes replaces Gordon Loetz as chief operating officer.

October: Stock rises 25 percent after company reports better-than-expected
quarterly earnings.


January: Stock hits all-time high of $ 51.06. Later in the month, stock
drops more than 50 percent after company says it will miss fourth-quarter
earnings forecast.

February: Stock drops further after company delays release of its earnings
report, subsequently reports lower earnings, then says accounting errors
forced it to restate 1999 earnings.

March: Mike Kipphut replaces Scott Bendert as chief financial officer.
Bendert gets raise, bonus, new title. Company says it will buy back
1-million shares.

June: Company sells health-insurance services subsidiary for big profit.

July: Grimes replaces John Sykes as chief executive. Former Gillette Co.
CFO Thomas Skelly joins board. Company says it plans to buy back up to
2-million more shares.

September: Stock plummets after company says it will restate 1998 earnings,
miss future earnings targets and review old contracts for more accounting
errors. Proposed class-action suits are filed.

October: Review of old contracts reveals accounting errors, forces company
to restate 1998, 1999 and 2000 earnings. Stock hits all-time low of $ 3.81.

November: Former Arthur Andersen executive William Meurer joins board and
audit committee. Grimes resigns. Sykes takes the CEO title temporarily as
the board forms a search committee for a replacement. Scott Bendert also
leaves firm. (St. Petersburg Times, November 14, 2000)

TWELVE AMH: Limited Partners Seek Damages for Debt Restructuring
Clyde V. Alexander, Jr. M.D. v Two Winthrop Properties, Inc.,
Linnaeus-Lexington Associates Limited Partnership, Winthrop Financial
Associates and Twelve AMH Associates Limited Partnership, Superior Court
for the District of Columbia (Civil Action No. 0005602-00).

The plaintiff filed an eleven count complaint against the defendants on or
about July 27, 2000, seeking to maintain the action as a class action on
behalf of all limited partners of the Partnership, and as a derivative
action as to certain claims.

Although the complaint contains allegations based upon the failure of the
Partnership to achieve results projected in the Confidential Memorandum in
1984, the claims are primarily based upon the May 2000 restructuring of the
Partnership debt. The plaintiff claims, in substance, that the debt
restructuring and related dissolution of the Operating Partnerships was
done in violation of the Partnership Agreement, and that the limited
partners were damaged as a result. The plaintiff also complains about fees
paid to the General Partners and their affiliates during the life of the
Partnership. The plaintiff has asserted claims for breach of fiduciary
duty, breach of contract, fraud and misrepresentation, civil conspiracy,
waste and unjust enrichment.

On September 8, 2000, the defendants filed a motion to dismiss the
complaint on several grounds including statutes of limitation and failure
to state a claim upon which relief can be granted.

The plaintiff opposed that motion on September 29, 2000 and the defendants
filed a reply on October 10, 2000. The plaintiff also filed a motion for
class certification. An initial scheduling conference was held on October
27, 2000, at which time the Court (Burgess, J.) indicated that he had
reviewed the motion to dismiss but had not yet decided whether to have a
hearing on it. Once the Court has decided the motion to dismiss, assuming
that not all claims will be dismissed, discovery on class certification
will be conducted and that motion will then be briefed. The General Partner
believes this action is without merit and intends to vigorously defend this


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