CAR_Public/010222.MBX                C L A S S   A C T I O N   R E P O R T E R

              Thursday, February 22, 2001, Vol. 3, No. 37

                             Headlines

AEROJET GENERAL: CA Suit Filed over Pollution from Rocket Testing Center
BLOOM TOWNSHIP: Tax Program not fraudulent Despite Financial Incentive
COX COMMUNICATIONS: Customer Sues Seeking Refund for Internet Access Fee
DELTA & PINE: Canít Predict Outcome of í96 DOJ Probe under Clayton Act
DELTA & PINE: Deals with MI Suits over Allegedly Defective Cottonseed

FIRESTONE: Recalls 98,500 Tires with Design Flaw
GEORGIA POWER: Employees Ask for Mediation in Bias Case
IGEN INTERNATIONAL: Investor Sues Over JV with Firm Run By CEO's Son
MASSACHUSETTS MUTUAL: Settlement in Costs Disclosure Suit Criticized
MONSANTO CO: Delta & Pine Refiles Suit Re Merger Termination Fee

NORTEL NETWORKS: Chief Technology Officer Replaced By Senior Executive
NORTEL NETWORKS: Report Says Some Clients Got Hints of Profit Warning
PENNACO ENERGY: Faces Lawsuits in CO and DE Re Marathon Merger Agreement
STAN LEE: Lionel Z. Glancy Announces Securities Suit Filed in California
UPGRADE INTERNATIONAL: Dist. Ct Amends Order to Dismiss State Law Claims

VIRTUA HEALTH: Class Status Sought for Suit over Contaminated Endoscope
WAR VICTIMS: Court Orders Lifetime Medical Care for Two Veterans
ZILA, INC: Agrees to Settle Shareholder Litigation Re OraTest(R)

                           *********

AEROJET GENERAL: CA Suit Filed over Pollution from Rocket Testing Center
------------------------------------------------------------------------
Michael J. Bidart of Claremont, Calif.-based Shernoff, Bidart, Darras &
Dillon and Thomas V. Girardi of Los Angeles' Girardi and Keese filed a
class action on behalf of about two dozen Chino Hills, Calif., residents
who allege that they were sickened by pollutants from an Aerojet General
Corp. rocket-testing center. Also named as defendants are St. Petersburg,
Fla.-based Primex Technologies, the No. 2 supplier of ammunition to the
U.S. military, and Norwalk, Conn.-based Olin Corp., a specialty chemicals
maker.

Aerojet General owned the 800-acre facility from 1954 to 1995; Primex and
Olin shared ownership and operation during some of the time the alleged
injuries occurred. The plaintiffs claim that the explosives waste has
caused cancer and respiratory disease, as well as damage to the soil and
to the water supply. Olin Corp. hired Charles E. Merrill of St. Louis'
Husch & Eppenberger to defend it. The other defendants declined to
comment. Taylor v. Aerojet General Corp., No. 2:01-CV-238, is in U.S.
District Court for the Central District of California. (The National Law
Journal, February 19, 2001)


BLOOM TOWNSHIP: Tax Program not fraudulent Despite Financial Incentive
----------------------------------------------------------------------
BODY: A Bloom Township program designed to reactivate tax-delinquent
properties did provide financial incentives for the attorney who devised
it, but the project was not done in bad faith, a Cook County Circuit
judge found in a bench ruling.

The complaint, brought by township residents Charles E. Dieringer Jr. and
Yolanda Hill as taxpayers of Bloom Township, Cook County and various
other entities, alleged that the defendants -- including Kenneth W.
Pilota, a tax attorney and president of the Chicago Heights School
District 170 School Board, as well as the current and former supervisors
of the township -- engaged in a series of fraudulent transactions that
cheated all the taxpayers of these governmental bodies out of hundreds of
thousands of dollars."

The plaintiffs also charged that the defendants acted in bad faith by
creating the scheme" to make money for Pilota and his clients. Charles E.
Dieringer Jr., etc. v. Thomas J. Somer, etc., No. 99 CH 8472.

At issue was Pilota's role in the purchase of tax-sale certificates for
tax-delinquent properties, at county scavenger auctions. The
certificates, not the actual property, are sold at such auctions.
Following a waiting period that lasts from six months to three years, the
court awards the purchaser a tax deed, and at that point the purchaser
owns the property.

The purchaser must pay property taxes that accumulated during the waiting
period. However, if the purchaser is a government entity, the taxes are
waived.

According to the complaint, Pilota purchased the tax-sale certificates
for himself or his clients, and by briefly assigning the certificates to
the township, which is located in southeast Cook County, he and his
clients could escape the payment of tens of thousands of dollars of
property taxes."

In addition, the complaint stated that if the tax-delinquent properties
had been acquired through legitimate scavenger sale purchases, the
properties would have been sold by these governmental entities for a
fairly determined price rather than for no consideration."

Dieringer and Hill were represented by Martin J. Oberman, a sole
practitioner. Cook County was also a plaintiff in the action, and was
represented by assistant state's attorney Randolph T. Kemmer.

The defense was represented by Ronald M. Lepinskas and Steven T. Whitmer,
both of whom practice in Lord, Bissell & Brook, and Matthew A. Flamm, of
Flamm & Teibloom Ltd.

Besides Pilota, the complaint named attorney and Bloom Township
Supervisor Thomas J. Somer as a defendant, as well as Robert A. Grossi,
the former township supervisor.

In a bench ruling last week, Judge Sidney A. Jones III found that Pilota
and the township did benefit financially from the Tax Reactivation
Program, which ran from 1995 to 1998 and involved seven properties.

If he hadn't received a benefit he wouldn't have done it," Jones said in
his ruling Wednesday. But also without question, the taxing bodies
received a benefit, every one of them."

Also, despite testimony by an expert witness for the plaintiff about the
value of the properties in question, the judge said that the plaintiffs
had not convinced him that they would have bought the properties.

All the evidence that I have heard is that this is an entirely blighted
area," Jones said in his ruling. And frankly, I don't believe that any of
these properties are worth what the appraisers say they were worth."

Somer said that the Tax Reactivation Program generated at least $ 70,000
for various taxing bodies. The township ended the program after the
lawsuit was filed.

Not only was this an absolute legal and moral vindication, but the
judge's ruling was a tremendous validation of efforts to improve the
township," he said.

Somer asserted that the lawsuit was politically motivated. Dieringer is a
political associate of Chicago Heights Mayor Angelo Ciambrone, said
Somer, who ran against Ciambrone in the Chicago Heights 1999 mayoral
election and lost by one vote.

Oberman disputed Somer's assertion about Dieringer's motive.

He's wrong. The county was a co-plaintiff in the case, and it's just not
true," said Oberman, who did not know whether his clients would appeal
Jones' ruling. (Chicago Daily Law Bulletin, February 20, 2001)


COX COMMUNICATIONS: Customer Sues Seeking Refund for Internet Access Fee
------------------------------------------------------------------------
The Atlanta Journal and Contitution reports that a Virginia customer sued
Cox Communications earlier this month, seeking refund of a fee for fast
Internet access after a federal court ruling led cable television
companies to stop charging the fees in Western states.

The suit was filed by Kimberly and William Bova, of Roanoke. The Bovas
are requesting class-action status so all Cox cable modem customers
outside California, Nevada, Arizona and Idaho who paid the fee can get
refunds. If granted, the lawsuit could cover nearly 240,000 customers.

Cox charges $ 1.50 to $2 a month and gives the money to the city or
county regulating the cable service, the report says. According to The
Atlanta Journal-Constitution, Cox stopped charging the fee to customers
in the Western states after a federal court in June ruled Web connections
over cable lines were telecommunications services subject to federal
rules, not cable services under local control. The Journal also says that
Cox is majority held by Atlanta-based Cox Enterprises, which owns The
Atlanta Journal-Constitution. (The Atlanta Journal and Constitution,
February 21, 2001)


DELTA & PINE: Canít Predict Outcome of í96 DOJ Probe under Clayton Act
----------------------------------------------------------------------
On July 18, 1996, the United States Department of Justice, Antitrust
Division ("USDOJ"),  served a Civil Investigative Demand ("CID") on D&PL
seeking information and documents in connection with its investigation
of the acquisition by D&PL of the stock of Arizona Processing, Inc.,
Ellis Brothers Seed, Inc. and Mississippi Seed, Inc. (which own the
outstanding common stock of Sure Grow Seed, Inc.). The CID states that
the USDOJ is investigating whether these transactions may have violated
the provisions of Section 7 of the Clayton Act, 15 USC ss.18. D&PL has
responded to the CID, employees were examined in 1997 by the USDOJ, and
D&PL is committed to full cooperation with the USDOJ. D&PL believes that
it has demonstrated to the USDOJ that this acquisition did not constitute
a violation of the Clayton Act or any other anti-trust law. At the
present time, the ultimate outcome of this investigation cannot be
predicted.


DELTA & PINE: Deals with MI Suits over Allegedly Defective Cottonseed
---------------------------------------------------------------------
The Company was named in five lawsuits filed in the State of Mississippi.
Three lawsuits were filed in the Circuit Court of Coahoma County on
September 19, 2000; one lawsuit was filed in Circuit Court of Leflore
County on September 25, 2000; and one lawsuit was filed in the Circuit
Court of Coahoma County on October 26, 2000. These lawsuits allege that
certain cottonseed sold by the Company was defective and that as a result
of the defect the farmers suffered lower than expected yields. The
Company is presently investigating these claims to determine the cause or
causes of the alleged problems.


FIRESTONE: Recalls 98,500 Tires with Design Flaw
------------------------------------------------
Firestone announced on Tuesday a voluntary safety recall of about 98,500
tires after an analysis showed that a design flaw had caused cracks in
certain tires. Most of the recalled tires - P205/55R16 Firehawk GTA-02
models - are fitted on the 2000 and 2001 models of the Nissan Altima SE.

Firestone said it was unaware of any accidents, injuries or suits related
to the tires.

A company analysis of tires that consumers brought back for adjustments
determined that overly wide steel belts could lead to cracking on their
surface, Firestone said.

Although Firestone said its tests did not cause tread belts to detach,
the company concluded that more adjustments might be needed. "Even though
extensive testing shows these tires continue to perform adequately once
the crack appears, we believe the safety recall is appropriate based on
the frequency with which this cracking may occur and the fact that the
crack starts on the inside shoulder of the tire and is not obvious to the
driver," said John Lampe, president, chairman and chief executive officer
of Bridgestone/Firestone.

                 Notices Will Be Mailed Out

The company said it would mail notices to customers by March 12 and would
replace the tires at no cost with new Firehawk GTA-02 tires in which the
design problem has been corrected.

To ensure an adequate supply of replacements, Firestone also will make
available its Bridgestone Potenza RE92 and Turanza EL41 tires, which have
been approved by Nissan.

It was Bridgestone's third recall since last August, when the tiremaker
recalled 6.5 million ATX, ATX II and Wilderness AT tires linked to dozens
of fatal accidents.

A second recall announced Jan. 2 was for 8,000 P265/70R16 Wilderness LE
tires to ensure recovery of about 150 tires made last April 24 at
Firestone's plant in Cuernavaca, Mexico.

The company said those truck tires were built with contaminated rubber.
(St. Louis Post-Dispatch, February 21, 2001)


GEORGIA POWER: Employees Ask for Mediation in Bias Case
-------------------------------------------------------
Lawyers for Georgia Power Co. employees who filed a racial discrimination
lawsuit have asked the company to agree to mediation. The mediation
proposal was in court papers filed Tuesday in connection with the lawsuit
against Georgia Power and its parent, Southern Co. The documents say
Southern was presented last week with a "formal mediation proposal,
seeking a fair and expedited resolution of this matter."

Todd Terrell, a company spokesman, said it would be "inappropriate and
premature" for the company to discuss mediation proposals before U.S.
District Judge Orinda Evans rules on whether to declare the lawsuit a
class action.

Seven current and former employees sued Georgia Power and Southern in
July, alleging a "pattern of discriminating" against African-American
employees and showing "reckless indifference" to racial hostility in the
workplace.

The companies have denied any illegal discrimination and have announced
new programs to improve racial diversity.

The suit seeks class-action status to represent 2,100 African-American
workers. But a formal motion for certification is not due until April 2.
At that time, evidence gathered by the lawyers will be presented to the
court and made public. The evidence includes depositions from company
executives and an outside report on the firm's compensation and promotion
practices.

Coca-Cola Co. faced a similar deadline when the company agreed to
mediation of a racial discrimination case last year. It took mediator
Hunter Hughes two months to hammer out a $192 million settlement.

Steven Rosenwasser, a lawyer for the Georgia Power employees, said
Southern Co.'s announcement Monday that Allen Franklin will succeed A.W.
"Bill" Dahlberg as chief executive April 2 "provides an ideal
opportunity" for the company to address diversity issues. "We call on Mr.
Franklin to begin that process by agreeing to mediate this case," he
said. Dahlberg, in an interview Monday, said his regret about the case is
that employees "had concerns and didn't present them to us." (The Atlanta
Journal and Constitution, February 21, 2001)


IGEN INTERNATIONAL: Investor Sues Over JV with Firm Run By CEO's Son
--------------------------------------------------------------------
Officials at Gaithersburg biotechnology company Igen International Inc.
are being accused of wasting corporate assets and self-dealing over a
joint venture with a private firm run by the son of Igen's chief
executive.

Brown Simpson Asset Management LLC, a New York investment firm that has
provided financing to Igen, filed a shareholder lawsuit earlier this
month against four current Igen directors, two former directors and three
executives, alleging nepotism, cronyism and breach of fiduciary duty.

Igen and its officials deny the allegations. "The charges are without
merit, and the defendants are going to aggressively defend themselves,"
said Stephen Push, an Igen spokesman.

The lawsuit centers on a joint venture between Igen and Meso Scale
Technologies LLC, a Delaware firm owned and managed by Jacob and Nadine
Wohlstadter, the son and wife of Samuel J. Wohlstadter, Igen's chairman
and chief executive. The two companies formed the partnership more than
five years ago to develop products based on Igen's Origen
biological-detection technology.

Brown Simpson says Igen has poured at least $ 15.1 million into the
venture but it has yet to develop a product.

In addition, the investment firm accuses the officials of siphoning
corporate funds and resources to other private ventures Wohlstadter runs,
including Hyperion Catalysis International, Pro-Neuron Inc., Proteinix
Corp. and Pro-Virus Inc.

"The individual defendants have permitted defendant Samuel J. Wohlstadter
to operate Igen like a privately owned candy store, without regard to the
interests of the company's public shareholders," Brown Simpson charges in
the lawsuit. The firm is seeking class-action status for the suit.

Among other demands, the investment firm asks that the $ 15.1 million
paid to Meso Scale be returned to Igen and that Wohlstadter be removed as
Igen's chief executive and director.

A committee of outside directors was formed in August to decide whether
Igen should continue the joint venture. The committee was originally
scheduled to decide by Nov. 30, but the deadline has been extended twice.

The company last said the committee would make its report by Feb. 16, but
Push said that negotiations between Igen and Meso Scale are still in
progress.

Brown Simpson owns only 100 Igen shares but could hold more than 1
million if it converts options and warrants to buy Igen stock. In January
2000, the firm lent Igen $ 25 million in the form of debentures that can
be converted into equity at $ 31 per share. Brown Simpson holds warrants
to purchase an additional 201,613 shares at the same price.

In the past year, Igen shares have fallen considerably. On Tuesday they
slipped 19 cents to close at $ 13.25 on the Nasdaq Stock Market, far
below the $ 31 conversion price.

Some analysts believe that Brown Simpson, unhappy with Igen's stock
performance, filed the lawsuit to force the company to renegotiate the
terms of last year's financing. Brown Simpson strongly denies that.

"This lawsuit cannot and will not change the provisions in our
documents," said Peter Greene, Brown Simpson's chief operating officer.
"We are not seeking anything for our benefit individually. We are seeking
redress for all shareholders as a group."

Greene said his firm decided to sue Igen after its officials failed to
respond to repeated questions about the joint venture and after a Jan. 31
deadline for the independent committee's decision had passed.

John Putnam, a health-care analyst at New York investment firm Gruntal &
Co., said Igen investors are split on the merits of the joint venture.

"The bottom line is it's not the cleanest situation you'd like to find,"
Putnam said. "It's not great for investor relations or public relations
to have your whole family working at the firm." (The Washington Post,
February 21, 2001)


MASSACHUSETTS MUTUAL: Settlement in Costs Disclosure Suit Criticized
--------------------------------------------------------------------
LAWYERS AND claimants from around the country are attacking a New Mexico
class action settlement they claim provides no money for members of the
class, but millions for the lawyer who sued.

The case was filed in 1998 on behalf of consumers nationwide who were
insured by the Massachusetts Mutual Life Insurance Co. (MassMutual).
Wilson v. Massachusetts Mutual Life Insurance Co., No. 9802814 (N.M.
Dist. Ct., Santa Fe Co.).

The case claimed MassMutual did not adequately disclose the additional
costs charged to policyholders who pay their premiums in installments
instead of a lump sum.

In a settlement preliminarily approved by Santa Fe Judge Art Encinias in
November, the company would send yearly disclosures to current and future
policyholders, providing, in annual percentage terms, the extra charges
for installments.

The class will get no money from the settlement, but the lawyer for the
class, sole practitioner George Gary Duncan of Santa Fe, is to receive $
5 million in cash, a $ 3 million life insurance policy and an annuity of
$ 250,000 a year for life.

In addition, MassMutual would pay $ 350,000 to the representative
plaintiffs for the class: $ 250,000 to Floyd Wilson, an Albuquerque
lawyer, and $ 100,000 to the estate of Leo W. Huppert.

Mr. Duncan defends the settlement, claiming he is trying to force
insurers nationwide to adopt disclosure as an industry standard. He has
argued that forcing MassMutual to disclose its charges will save
policyholders more in the future than they could have recovered through a
money settlement.

But the court has received at least 400 letters criticizing the deal.
Several critics filed more formal objections.

The objectors, including Trial Lawyers for Public Justice and Berkeley,
Calif., lawyer Lawrence Schonbrun, note that, although some 1.1 million
current policyholders will get the new disclosures, 5 million past
policyholders receive nothing at all, while losing their right to sue.

The MassMutual case is one of at least nine similar class actions filed
against insurers in New Mexico state courts, one of which was settled
last year. Miera v. Primerica Life Insurance Co., No. 9905595 (N.M. Dist.
Ct., Bernalillo Co.).

Mr. Duncan objected to the Primerica settlement, arguing the MassMutual
deal is much better. Interestingly, one of the plaintiffs' lawyers who
put together the Primerica deal was Floyd D. Wilson, the class
representative -- and Mr. Duncan's client -- in the MassMutual case.

A fairness hearing on the settlement is set for Feb. 26. (The National
Law Journal, February 19, 2001)


MONSANTO CO: Delta & Pine Refiles Suit Re Merger Termination Fee
----------------------------------------------------------------
As previously reported in the CAR, on August 9, 1999, D&PL and Monsanto
received Civil Investigative Demands from the USDOJ, seeking to determine
whether there had been any inappropriate exchanges of information between
Monsanto and D&PL or if any acquisitions are likely to have substantially
lessened competition in the sale or development of cottonseed or
cottonseed genetic traits. In September 1999, D&PL complied with the
USDOJ's request for information and documents in the 1999 CID. The USDOJ
has taken no further action directed toward D&PL in connection with the
1999 CID.

On December 20, 1999, Monsanto withdrew its pre-merger notification filed
pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976
("HSR Act") effectively terminating Monsanto's efforts to gain government
approval of the merger. On December 30, 1999, the Company filed suit (the
"December 30 Suit") in the First Judicial District of Bolivar County,
Mississippi, seeking among other things, the payment of the $81 million
termination fee due pursuant to the merger agreement, compensatory
damages of $1 billion and punitive damages in an amount to be proved at
trial for Monsanto's breach of contract. On January 2, 2000, the Company
and Monsanto reached an agreement whereby the Company would withdraw the
December 30 Suit, and Monsanto would immediately pay the $81 million. The
parties agreed to negotiate in good faith over the following two weeks
and Monsanto agreed to make members of its senior management available to
conduct such negotiations. It was also agreed that if no consensual
resolution was reached, the lawsuit brought by the Company would be
re-filed. On January 3, 2000, Monsanto paid to the Company a termination
fee of $81 million as required by the merger agreement.

                                 Update

On January 18, 2000, the Company re-filed a suit reinstating essentially
all of the allegations contained in the December 30 Suit.


NORTEL NETWORKS: Chief Technology Officer Replaced By Senior Executive
----------------------------------------------------------------------
Nortel Networks Corp. said that its chief technology officer had resigned
and been replaced by a senior executive with the company.

Nortel, which is facing a string of class-action suits after it shocked
markets with an earnings warning last week, said Bill Hawe resigned Feb.
12 "to seek other opportunities." In an internal announcement Monday, the
company said Jules Meunier had been appointed to replace Hawe. Meunier
has 22 years experience with Nortel and was most recently president of
the company's core network division. -- (Reuters, published in The Ottawa
Sun, February 21, 2001)


NORTEL NETWORKS: Report Says Some Clients Got Hints of Profit Warning
---------------------------------------------------------------------
According to the Agence Presse France, Nortel Networks CEO John Roth
spoke to clients of a major investment dealer about the firm's more
cautious growth outlook three days before a surprise profit warning that
battered markets worldwide, a report said Wednesday.

Roth's participation in a February 12 webcast conference to institutional
investors is likely to be scrutinized by the Ontario Securities
Commission, The Globe and Mail reported.

One day after the web conference, RBC Dominion Securities Inc analyst
John Wilson said in a memo to clients: "In our view, Nortel presented a
more cautious outlook for growth in the first half of 2001." Two days
later, Nortel slashed its profit expectations in 2001 by 20 percent the
report says.

Security laws require publicly traded companies to disclose material
developments to shareholders in a timely manner. The OSC is now examining
the timing of when Nortel's upper brass learned about decreased sales
prospects to determine if shareholders were appropriately informed,
unnamed sources told the daily. The OSC initiated a review and already
has asked Nortel for information relating to its abrupt forecast change,
said sources familiar with the matter, the Agence Presse France reports.

Three class-action lawsuits have been filed in the United States after
Nortel stock lost one-third of its value last Friday, a day after Roth
announced year-on-year growth in revenues and in earnings per share of 15
percent and 10 percent, respectively, in 2001.

So far, no lawsuits have been filed against Nortel in Canada relating to
the stock decline. (Agence France Presse, February 21, 2001)


PENNACO ENERGY: Faces Lawsuits in CO and DE Re Marathon Merger Agreement
------------------------------------------------------------------------
On January 5, 2001, following the joint press release by Marathon and the
Company on December 22, 2000 announcing the Merger Agreement, two
purported stockholder class action complaints were filed against the
Company and its five directors in the District Court, City and County of
Denver, Colorado, entitled Harry Levy v. Pennaco Energy, Inc., et al.,
Case Number 01-CV-0072, and Richard Stearns v. Pennaco Energy, Inc., et
al., Case Number 01-CV-0073 (the "Colorado Complaints"). On January 9,
2001, the day after the Purchaser commenced the Offer, two similar
purported stockholder class action lawsuit were filed against the
Company, its five directors and the Purchaser in the Delaware Court of
Chancery entitled John Grillo v. Pennaco Energy, Inc., et al., C.A. No.
18606 NC, and Thomas Turberg v. Pennaco Energy, Inc. et. al., C.A. No.
18607 NC (the "Delaware Complaints").

The allegations in the Colorado Complaints are identical, the only
difference being the purported class representative in each action. Both
Colorado Complaints allege the same grounds for relief, namely that the
defendants breached their fiduciary duties to the Company's stockholders
or are participating in a scheme to deprive the Company's stockholders of
the true value of their investments in the Company. They further allege
that the merger consideration to be paid to the Company's stockholders is
unconscionable, unfair and grossly inadequate.

The allegations in the Delaware Complaints are identical, the only
difference being the purported class representative in each action. Both
Delaware Complaints also allege that the Company's directors have
breached their fiduciary duties to the Company's stockholders.
Specifically, the Delaware Complaints allege that the documents
disseminated by the defendants in connection with the Offer contained
material deficiencies in disclosure and that, by disseminating those
materials, the defendants violated their fiduciary duties. They also
allege that the Company's directors breached their fiduciary duty of care
and good faith by failing to make efforts to inform themselves of the
best value available for the Company, and that the Purchaser participated
in the breaches of fiduciary duties by the Company's directors by
pursuing the transaction in these circumstances.

Each of these lawsuits includes a request for a declaration that the
action is properly maintainable as a class action, and each seeks relief
including awards of unspecified damages and fees of attorneys and
experts. Each lawsuit also seeks to enjoin the transactions contemplated
by the Merger Agreement, or to rescind the transactions in the event they
are consummated (or, in the case of the Delaware Complaints, to obtain
rescissory damages), and to require the Company's directors to place the
Company up for auction or otherwise employ a process to ensure that the
highest possible price is obtained for the Company. The Delaware
Complaints also seek an order compelling the defendants to supplement the
documents relating to the Offer to include all material information not
currently disclosed.

The plaintiff in one of the Delaware lawsuits has filed a motion for
preliminary injunction and a motion for expedited proceedings in the
Delaware Court of Chancery. Pennaco says that each of the Company, its
directors and the Purchaser believes these lawsuits and the claims made
therein are without merit and intends to defend against these lawsuits
vigorously.


STAN LEE: Lionel Z. Glancy Announces Securities Suit Filed in California
------------------------------------------------------------------------
Notice is hereby given that the Law Offices of Lionel Z. Glancy commenced
a Class Action lawsuit in the United States District Court for the
Central District of California on behalf of a class of investors (the
"Class") consisting of all persons who purchased the securities of Stan
Lee Media Inc. (Nasdaq:SLEE) between August 23, 1999 and December 18,
2000, inclusive (the "Class Period").

The Complaint charges that certain of Stan Lee Media's officers and
directors violated the federal securities laws. Among other things,
plaintiff claims that defendants' material omissions and dissemination of
materially false and misleading statements regarding the nature of Stan
Lee Media's revenues and earnings caused Stan Lee Media's stock price to
trade at artificially inflated levels during the Class Period, thereby
damaging investors.

Defendants' wrongful conduct began coming to light when defendants
revealed that the Company could not obtain necessary financing which
defendants previously announced had been secured, that trading in Stan
Lee Media stock was halted by Nasdaq, that the SEC initiated an inquiry
into trading of Stan Lee Media shares by certain unnamed investors, and
that possible misuse of Company funds by certain Stan Lee Media
executives had been discovered. On February 16, 2000, Stan Lee Media
announced that it filed for Chapter 11 bankruptcy protection.

Contact: The Law Offices of Lionel Z. Glancy, Los Angeles 310/201-9150 or
888/773-9224 Lionel Z. Glancy/Michael Goldberg info@glancylaw.com


UPGRADE INTERNATIONAL: Dist. Ct Amends Order to Dismiss State Law Claims
------------------------------------------------------------------------
Upgrade International Corp. (OTCBB:UPGD) announced on February 20 that
the United States District Court for the Western District of Washington
has granted the Company's motions to dismiss the State Law claims in the
class action litigation pending before the Court.

In an order entered February 9, 2000, the Court amended its earlier order
dismissing the Federal Law claims adding the dismissal of the State Law
claims. The Federal Law claims were dismissed with prejudice, while the
State Law claims were dismissed without prejudice meaning that they could
be refiled by the plaintiffs in State Court.

The litigation has been previously reported in the CAR.


VIRTUA HEALTH: Class Status Sought for Suit over Contaminated Endoscope
-----------------------------------------------------------------------
A SUIT AGAINST a southern New Jersey medical facility in Camden County
Superior Court is asking for class action status on behalf of numerous
patients who allegedly may have been exposed to infection by a
contaminated endoscope.

The case of Cohen v. Virtua Health Summit Surgical Center in Marlton and
Customs Ultrasonics Inc. alleges that for a period of approximately two
weeks last fall, patients who underwent endoscopy at the center were
exposed to numerous types of infection due to a malfunction in the
processor which sterilized equipment.

Technicians at the surgical center discovered the malfunction on Oct. 2
and immediately took the processor out of service. (The National Law
Journal, February 19, 2001)


WAR VICTIMS: Court Orders Lifetime Medical Care for Two Veterans
----------------------------------------------------------------
A federal appeals court has ruled that the government owes free lifetime
medical care to certain veterans of World War II and the Korean War
because recruiters promised them such care if they served in the armed
forces for a minimum of 20 years.

The decision, by the U.S. Court of Appeals for the Federal Circuit, said
the government had broken a contractual obligation to the military
retirees. The case involved two men from Fort Walton Beach, Fla.: William
O. Schism, who served in the Navy and the Air Force from 1943 to 1979,
and Robert L. Reinlie, who served in the Army and the Air Force from 1942
to 1968.

Schism said he was enrolled in Medicare, but that he had to pay tens of
thousands of dollars in drug costs and other expenses not covered by that
program.

The court's ruling involved only Schism and Reinlie, but their lawyer,
George E. Day, said he was trying to have the case certified as a class
action. Day said the court's decision could then provide free care for 3
million people.

Half of them are elderly veterans who served at least 20 years in the
armed forces. The other half are spouses of veterans. The government's
liability could total billions of dollars.

In an opinion for the court issued earlier this month, the chief judge,
H. Robert Mayer, said, "The government made an unambiguous offer of free
lifetime health care, and the retirees accepted that offer by their
performance of career military service."

The Army was making similar commitments as recently as 1992, Mayer said.
A recruiting brochure issued in that year said, "Health care is provided
to you and your family members while you are in the Army, and for the
rest of your life if you serve a minimum of 20 years of active federal
service to earn your retirement."

The court said the government must not repudiate its contracts.
(Pittsburgh Post-Gazette, February 21, 2001)


ZILA, INC: Agrees to Settle Shareholder Litigation Re OraTest(R)
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Zila, Inc. (Nasdaq: ZILA), international provider of healthcare and
biotechnology products and services for dental/medical professionals and
consumers, announced that it has reached an agreement to settle the
shareholder class action lawsuits which were filed in early 1999, after
an FDA advisory panel declined to recommend approval of the Company's
OraTest(R) oral cancer detection product and urged the collection of
additional data. The OraTest product has been approved for use in more
than a dozen countries, including the United Kingdom, China and
Australia.

Zila Chairman Joseph Hines said, "Although we believed that, ultimately,
the Company would prevail in the litigation, we concluded that it was in
the best interest of shareholders to resolve the matter." The settlement
is subject to court approval, which the parties hope to receive after the
normal procedural requirements have been completed. If approved, the
entire settlement amount of $5.75 million will be paid by Zila's
insurers.

"This litigation has significantly distracted management from our primary
business development mission; it has required a substantial amount of
time and energy for depositions, file reviews and meetings with lawyers.
We look forward to putting this matter behind us, and focusing 100
percent of our energy on growing our business," Hines said.

Headquartered in Phoenix, Arizona, Zila produced $77 million revenue in
fiscal 2000.


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S U B S C R I P T I O N  I N F O R M A T I O N

Class Action Reporter is a daily newsletter, co-published by Bankruptcy
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