CAR_Public/990324.MBX              C L A S S   A C T I O N   R E P O R T E R

             Wednesday, March 24, 1999, Vol. 1, No. 34

                           Headlines

ADVANCED MICRO: Spector & Roseman Files Complaint in California
AETNA REAL: Settlement Agreement Presented to Delaware Court
ARMSTRONG WORLD: Status of Asbestos Cases & Insurance ADR Ruling
ASSISTED LIVING: Wolf Haldenstein Files Complaint in Oregon
CHS ELECTRONICS: Milberg Weiss Files Complaint in Florida

CHS ELECTRONICS: Schoengold & Sporn File Complaint in Florida
CHS ELECTRONICS: Weiss & Yourman File Complaint in Florida
LITTLE SWITZERLAND: Schubert & Reed File Complaint in Delaware
NICE SYSTEMS: Milberg Weiss Files Complaint in New Jersey
NICE SYSTEMS: Reinhardt & Anderson File Complaint in New Jersey

PARTY CITY: Bernstein Liebhard Files Complaint in New Jersey
PARTY CITY: Milberg Weiss Files Complaint in New Jersey
PARTY CITY: Weiss & Yourman File Complaint in New Jersey
QUINTEL COMMUNICATIONS: Awaiting Ruling on Motion to Dismiss
RITE-AID: Henzel Firm Files Complaint in Pennsylvania

SHONEY'S, INC.: Settles 3 Employee Class Action Suits for $18MM
TELE-COMMUNICATIONS: Time Warner Shareholder Litigation Dismissed
TELE-COMMUNICATIONS: No Discovery Yet in 1997 DMX Litigation
TELE-COMMUNICATIONS: Cert. Petition Filed in United Cable Suit
TELE-COMMUNICATIONS: Settlement in Colorado Shareholder Action

TELE-COMMUNICATIONS: TCG/AT&T Merger Litigation Presses Forward
TELE-COMMUNICATIONS: No Discovery Yet in Magness Shareholder Suit
TELE-COMMUNICATIONS: TINTA Shareholder Pact Awaits Court Approval
TELE-COMMUNICATIONS: TCI Series A&B Plaintiffs Start Discovery
UNITED FOODS: Company Denies Allegations in Shareholder Complaint

Y2K LITIGATION: Microsoft Prevails in Illinois FoxPro Suit

                           *********

ADVANCED MICRO: Spector & Roseman Files Complaint in California
---------------------------------------------------------------
Spector & Roseman, P.C. announced that it commenced a class
action lawsuit in the United States District  Court for the
Northern District of California on behalf of persons who  
purchased the publicly traded securities of Advanced Micro
Devices, Inc. (NYSE: AMD) between October 6, 1998 and March 8,
1999.

The complaint alleges that AMD and its Chairman and CEO, William
Sanders, III,  violated Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934. The  complaint charges that
during the Class Period, defendants issued a series of materially
false and misleading public statements about AMD's operations and  
earnings, including the purported success of its flagship K6
microprocessor.  Because of the issuance of these false and
misleading statements, the price of  AMD's publically traded
securities were artificially inflated during the class  period.  

The complaint alleges that in January 1999, AMD disclosed for the
first time  that its newest K6 chip was experiencing production
and design problems, which  had resulted in significant yield and
production problems during late 1998. In  response to this
announcement, defendant Sanders assured investors that AMD's  
problems were "behind us now" and that AMD was on track to post
strong  performance in the first quarter of 1999.  

On March 8, 1999, AMD shocked the market by announcing that the
production  problems which defendants assured investors had been
resolved had in fact  adversely affected K6 production throughout
January and February of 1999, and  that AMD would suffer a
"significant loss" for the first quarter of 1999. This  
revelation caused the price of AMD shares to plummet to
approximately $17 per  share, almost 50% below its Class Period
high.  


AETNA REAL: Settlement Agreement Presented to Delaware Court
------------------------------------------------------------
Aetna Real Estate Associates, L.P., advises in a Form 8-K filed
with the SEC that, on March 15, 1999, it entered into a
Stipulation and Agreement of Compromise, Settlement and Release,
and that agreement was been filed with (and is subject to
approval by) the Delaware Chancery Court.  In November 1996, the
Partnership and its general partners, Aetna/AREA Corporation and
AREA GP Corporation, were named as defendants in two purported
class action lawsuits  filed in the Chancery Court of Delaware in
New Castle County, entitled Bobbitt v. Aetna Real Estate
Associates, L.P., et al and Estes v. Aetna Real Estate  
Associates, L.P., et al.


ARMSTRONG WORLD: Status of Asbestos Cases & Insurance ADR Ruling
----------------------------------------------------------------
In its latest annual report, ARMSTRONG WORLD INDUSTRIES, INC.,
provides investors with a status report concerning on-going
asbestos-related litigation against it:

                     PERSONAL INJURY LITIGATION

The Company is one of many defendants in approximately 154,000
pending claims as of December 31, 1998, alleging personal injury
from exposure to asbestos.

Nearly all claims seek general and punitive damages arising from
alleged exposures, at various times, from World War II onward, to
asbestos-containing products. Claims against the Company
generally involve allegations of negligence, strict liability,
breach of warranty and conspiracy with respect to its involvement
with asbestos-containing insulation products.  The Company
discontinued the sale of all such products in 1969. The claims
also allege that injury may be determined many years (up to 40
years) after first exposure to asbestos. Nearly all suits name
many defendants, and over 100 different companies are reportedly
involved. The Company believes that many current plaintiffs are
unimpaired. A large number of claims have been settled,
dismissed, put on inactive lists or otherwise resolved, and the
Company generally is involved in all stages of claims resolution
and litigation, including individual trials, consolidated trials
and appeals. Neither the rate of future filings and resolutions
nor the total number of future claims can be predicted at this
time with a high degree of certainty.

Attention has been given by various parties to securing a
comprehensive resolution of the litigation. In 1991, the Judicial
Panel for Multidistrict Litigation ordered the transfer of
federal cases to the Eastern District of Pennsylvania in
Philadelphia for pretrial purposes. The Company supported this
transfer. Some cases are periodically released for trial,
although the issue of punitive damages is retained by the
transferee court. That court has been instrumental in having the
parties resolve large numbers of cases in various jurisdictions
and has been receptive to different approaches to the resolution
of claims. Claims in state courts have not been directly affected
by the transfer, although most recent cases have been filed in
state courts.

                  Amchem Settlement Class Action

Georgine v. Amchem ("Amchem") was a settlement class action filed
in the Eastern District of Pennsylvania on January 15, 1993, that
included essentially all future personal injury claims against
members of the Center for Claims Resolution ("Center"), including
the Company. It was designed to establish a nonlitigation system
for the resolution of such claims, and offered a method for
prompt compensation to claimants who were occupationally exposed
to asbestos if they met certain exposure and medical criteria.
Compensation amounts were derived from historical settlement data
and no punitive damages were to be paid.  The settlement was
designed to, among other things, minimize transactional costs,
including attorneys' fees, expedite compensation to claimants
with qualifying claims, and relieve the courts of the burden of
handling future claims.

The District Court, after exhaustive discovery and testimony,
approved the settlement class action and issued a preliminary
injunction that barred class members from pursuing claims against
Center members in the tort system. The U.S. Court of Appeals for
the Third Circuit reversed that decision, and the reversal was
sustained by the U.S. Supreme Court on June 25, 1997, holding
that the settlement class did not meet the requirements for class
certification under Federal Rule of Civil Procedure 23. The
preliminary injunction was vacated on July 21, 1997, resulting in
the immediate reinstatement of enjoined cases and a loss of the
bar against the filing of claims in the tort system. The Company
believes that an alternative claims resolution mechanism similar
to Amchem is likely to emerge.

                           Recent Events

During 1998, pending claims increased by 71,000 claims. This
increase was higher than previously anticipated. The Company and
its outside counsel believe the increase in claims filed during
1998 was partially due to acceleration of pending claims as a
result of the Supreme Court's decision on Amchem and additional
claims that had been filed in the tort system against other
defendants (and not against Center members) while Amchem was
pending.

                       Asbestos-Related Liability

The Company continually evaluates the nature and amount of recent
claim settlements and their impact on the Company's projected
asbestos resolution and defense costs. In doing so, the Company
reviews, among other things, its recent and historical settlement
amounts, the incidence of past claims, the mix of the injuries
and occupations of the plaintiffs, the number of cases pending
against it, the previous estimates based on the Amchem projection
and its recent experience. Subject to the uncertainties,
limitations and other factors referred to above and based upon
its experience, the Company has estimated its share of liability
to defend and resolve probable asbestos-related personal injury
claims. The Company's estimation of such liability that is
probable and estimable through 2004 ranges from $424.7 million to
$813 million. The Company has concluded that no amount within
that range is more likely than any other, and therefore has
reflected $424.7 million as a liability in the accompanying
consolidated financial statements. This estimate includes an
assumption that the number of new claims filed annually will be
less than the number filed in 1998 as discussed above under
"Recent Events." Of this amount, management expects to incur
approximately $80.0 million in 1999 and has reflected this amount
as a current liability. The Company believes it can reasonably
estimate the number and nature of future claims that may be filed
during the next six years. However for claims that may be filed
beyond that period, management believes that the level of
uncertainty is too great to provide for reasonable estimation of
the number of future claims, the nature of such claims, or the
cost to resolve them.  Accordingly, it is reasonably possible
that the total exposure to personal injury claims may be greater
than the recorded liability. The increase in recorded liability
of $274.2 million in 1998 is primarily reflective of the
increases in claims filed in 1998, recent settlement experience
and current expectations about future claims.

Because of the uncertainties related to the number of claims, the
ultimate settlement amounts, and similar matters, it is extremely
difficult to obtain reasonable estimates of the amount of the
ultimate liability. The Company's valuation of the range of
probable liability is primarily based on known pending claims and
an estimate of potential claims that are likely to occur and
can be reasonably estimated. The estimate of likely claims to be
filed in the future is subject to a greater degree of uncertainty
each year into the future.  As additional experience is gained
regarding claims and settlements or other new information becomes
available regarding the potential liability, the Company will
reassess its potential liability and revise the estimates as
appropriate.

Because, among other things, payment of the liability will extend
over many years, management believes that the potential
additional costs for claims net of any potential insurance
recoveries, will not have a material after-tax effect on the
financial condition of the Company or its liquidity, although the
net after-tax effect of any future liabilities recorded in excess
of insurance assets could be material to earnings in a future
period.

                       CODEFENDANT BANKRUPTCIES

Certain codefendant companies have filed for reorganization under
Chapter 11 of the Federal Bankruptcy Code. As a consequence,
litigation against them (with some exceptions) has been stayed or
restricted. Due to the uncertainties involved, the long-term
effect of these proceedings on the litigation cannot be
predicted.

                      PROPERTY DAMAGE LITIGATION

The Company is also one of many defendants in eight pending
claims as of December 31, 1998, brought by public and private
building owners. These claims include allegations of damage to
buildings caused by asbestos-containing products and generally
seek compensatory and punitive damages and equitable relief,
including reimbursement of expenditures, for removal and
replacement of such products. Among the lawsuits that have been
resolved are four class actions, which involve public and private
schools, Michigan state public and private schools, colleges and
universities, and private property owners who leased facilities
to the federal government. The Company vigorously denies the
validity of the allegations against it in these claims. These
suits and claims are not handled by the Center. Insurance
coverage has been resolved and is expected to cover almost all
costs of these claims.

                         INSURANCE COVERAGE

The Company's primary and excess insurance policies provide
product hazard and nonproducts (general liability) coverages for
personal injury claims, and product hazard coverage for property
damage claims. Certain policies also provide coverage to ACandS,
Inc., a former subsidiary of the Company. The Company and ACandS,
Inc., share certain limits that both have accessed and have
entered into an agreement that reserved for ACandS, Inc., a
certain amount of excess insurance.

The insurance carriers that provide personal injury products
hazard, nonproducts or property damage coverages include the
following: Reliance Insurance Company; Aetna (now Travelers)
Casualty and Surety Company; Liberty Mutual Insurance Company;
Travelers Insurance Company; Fireman's Fund Insurance Company;
Insurance Company of North America; Lloyds of London; various
London market companies; Fidelity and Casualty Insurance Company;
First State Insurance Company; U.S. Fire Insurance Company; Home
Insurance Company; Great American Insurance Company; American
Home Assurance Company and National Union Fire Insurance Company
(now part of AIG); Central National Insurance Company; Interstate
Insurance Company; Puritan Insurance Company; and Commercial
Union Insurance Company. Midland Insurance Company, an excess
carrier that provided $25 million of personal injury coverage,
certain London companies, and certain excess carriers providing
only property damage coverage are insolvent. The Company is
pursuing claims against insolvents in a number of forums.

                        Wellington Agreement

In 1985, the Company and 52 other companies (asbestos defendants
and insurers) signed the Wellington Agreement. This Agreement
settled nearly all disputes concerning personal injury insurance
coverage with most of the Company's carriers, provided broad
coverage for both defense and indemnity and addressed both
products hazard and nonproducts (general liability) coverages.

                 California Insurance Coverage Lawsuit

Trial court decisions in the insurance lawsuit filed by the
Company in California held that the trigger of coverage for
personal injury claims was continuous from exposure through death
or filing of a claim, that a triggered insurance policy should
respond with full indemnification up to policy limits, and that
any defense obligation ceases upon exhaustion of policy limits.
Although not as comprehensive, another decision established
favorable defense and indemnity coverage for property damage
claims, providing coverage during the period of installation and
any subsequent period in which a release of fibers occurred. The
California appellate courts substantially upheld the trial court,
and that insurance coverage litigation is now concluded. The
Company has resolved most personal injury products hazard
coverage matters with its solvent carriers through the Wellington
Agreement, referred to above, or other settlements. In 1989, a
settlement with a carrier having both primary and excess
coverages provided for certain minimum and maximum percentages of
costs for personal injury claims to be allocated to nonproducts
(general liability) coverage, the percentage to be determined by
negotiation or in alternative dispute resolution ("ADR").

                      Asbestos Claims Facility
                 and Center for Claims Resolution

The Wellington Agreement established the Facility to evaluate,
settle, pay and defend all personal injury claims against member
companies. Resolution and defense costs were allocated by
formula. The Facility subsequently dissolved, and the Center was
created in October 1988 by 21 former Facility members, including
the Company. Insurance carriers, while not members, are
represented ex officio on the Center's governing board and have
agreed annually to provide a portion of the Center's operational
costs. The Center adopted many of the conceptual features of the
Facility and has addressed the claims in a manner consistent with
the prompt, fair resolution of meritorious claims. Resolution and
defense costs are allocated by formula; adjustments over time
have resulted in some increased share for the Company.

                    Insurance Recovery Proceedings

A substantial portion of the Company's primary and excess
insurance asset is nonproducts (general liability) insurance for
personal injury claims, including among others, those that
involve exposure during installation of asbestos materials. The
Wellington Agreement and the 1989 settlement agreement referred
to above have provisions for such coverage. An ADR process under
the Wellington Agreement is underway against certain carriers to
determine the percentage of resolved and unresolved claims that
are nonproducts claims, to establish the entitlement to such
coverage and to determine whether and how much reinstatement
of prematurely exhausted products hazard insurance is warranted.
The nonproducts coverage potentially available is substantial
and, for some policies, includes defense costs in addition to
limits. The carriers have raised various defenses, including
waiver, laches, statutes of limitations and contractual defenses.
One primary carrier alleges that it is no longer bound by the
Wellington Agreement, and another alleges that the Company agreed
to limit its claims for nonproducts coverage against that carrier
when the Wellington Agreement was signed. The ADR process is in
the trial phase of binding arbitration. The Company has entered
into a settlement with a number of the carriers resolving its
access to coverage.

Other proceedings against non-Wellington carriers may become
necessary.

An insurance asset in the amount of $264.8 million is recorded on
the Consolidated Balance Sheet. Of this amount, approximately $26
million represents partial settlement for previous claims which
will be paid in a fixed and determinable flow and is reported at
its net present value discounted at 6.35%.  The total amount
recorded reflects the Company's belief in the availability of
insurance in this amount, based upon the Company's success in
insurance recoveries, recent settlement agreements that provide
such coverage, the nonproducts recoveries by other companies and
the opinion of outside counsel.  Such insurance is either
available through settlement or probable of recovery
through negotiation, litigation or resolution of the ADR process
which is in the trial phase of binding arbitration. Of the $264.8
million asset, $16.0 million has been recorded as a current asset
reflecting management's estimate of the minimum insurance
payments to be received in 1999.

                           CONCLUSIONS

The Company does not know how many claims will be filed against
it in the future, or the details thereof or of pending suits not
fully reviewed, or the defense and resolution costs that may
ultimately result therefrom, or whether an alternative to the
Amchem settlement vehicle may emerge, or the scope of its
insurance coverage ultimately deemed available.

The Company continually evaluates the nature and amount of recent
claim settlements and their impact on the Company's projected
asbestos resolution and defense costs. In doing so, the Company
reviews, among other things, its recent and historical settlement
amounts, the incidence of past claims, the mix of the injuries
and occupations of the plaintiffs, the number of cases pending
against it, the previous estimates based on the Amchem projection
and its recent experience. Subject to the uncertainties,
limitations and other factors referred to above and based upon
its experience, the Company has estimated its share of liability
to defend and resolve probable asbestos-related personal injury
claims. The Company's estimation of such liability that is
probable and estimable through 2004 ranges from $424.7 million to
$813 million. The Company has concluded that no amount within
that range is more likely than any other, and therefore has
reflected $424.7 million as a liability in the accompanying
consolidated financial statements. Of this amount, management
expects to incur approximately $80.0 million in 1999 and has
reflected this amount as a current liability. The Company
believes it can reasonably estimate the number and nature
of future claims that may be filed during the next six years.
However for claims that may be filed beyond that period,
management believes that the level of uncertainty is too great to
provide for reasonable estimation of the number of future claims,
the nature of such claims, or the cost to resolve them.
Accordingly, it is reasonably possible that the total exposure to
personal injury claims may be greater than the recorded
liability. The increase in recorded liability of $274.2 million
in 1998 is primarily reflective of the increases in claims filed
in 1998, recent settlement experience and current expectations
about future claims.

Because of the uncertainties related to asbestos litigation, it
is not possible to precisely estimate the number of personal
injury claims that may ultimately be filed or their cost. It is
reasonably possible there will be additional claims beyond
management's estimates.  Management believes that the potential
additional costs for such additional claims, net of any potential
insurance recoveries, will not have a material after-tax effect
on the financial condition of the Company or its liquidity,
although the net after-tax effect of any future liabilities
recorded in excess of insurance assets could be material
to earnings in a future period.

An insurance asset in the amount of $264.8 million is recorded on
the Consolidated Balance Sheet and reflects the Company's belief
in the availability of insurance in this amount, based upon the
Company's success in insurance recoveries, settlement agreements
that provide such coverage, the nonproducts recoveries by other
companies, and the opinion of outside counsel.  Such insurance is
either available through settlement or probable of recovery
through the ADR process, negotiation or litigation.

The Company believes that a claims resolution mechanism
alternative to the Amchem settlement will eventually emerge, but
the liability is likely to be higher than the projection in
Amchem.
     
Subject to the uncertainties, limitations and other factors
referred to elsewhere in this note and based upon its experience,
the Company believes it is probable that substantially all of the
defense and resolution costs of property damage claims will be
covered by insurance.

Even though uncertainties remain as to the potential number of
unasserted claims and the liability resulting therefrom, and
after consideration of the factors involved, including the
ultimate scope of its insurance coverage, the Wellington
Agreement and other settlements with insurance carriers, the  
results of the California insurance coverage litigation, the
establishment of the Center, the likelihood that an alternative
to the Amchem settlement will eventually emerge, and its
experience, the Company believes the asbestos-related claims
against the Company would not be material either to the financial
condition of the Company or to its liquidity, although the net
after-tax effect of any future liabilities recorded in excess of
insurance assets could be material to earnings in such future
period.

                       Recent Developments

On February 26, 1999, the Company received a preliminary decision
in the initial phase of the trial proceeding of the ADR which was
favorable to the Company on a number of issues related to
insurance coverage. The decision, while favorable, relates to the
initial phase of the ADR proceeding. The Company has not yet  
determined the financial implications of the decision.


ASSISTED LIVING: Wolf Haldenstein Files Complaint in Oregon
-----------------------------------------------------------
Wolf Haldenstein Adler Freeman & Herz LLP announced that on
Friday, March 19, 1999 it filed a class action lawsuit in the
United States District Court for the District of Oregon on behalf
of investors who bought Assisted Living Concepts, Inc. (AMEX:
ALF) stock between April 29, 1997 and February 1, 1999.

The lawsuit charges Assisted Living and several of its top
officers with violations of the securities laws and regulations
of the United States.  The complaint alleges that defendants
issued a series of false and misleading statements concerning the
Company's earnings and revenue.  Specifically, the complaint
alleges that the Company knowingly or recklessly failed to
include or improperly accounted for "start-up"costs associated
with new projects in financial statements throughout the Class
Period.  The effect was to dramatically overstate the Company's
earnings throughout the Class Period such that the Company was
obliged to restate all its income for 1997 and for the first nine
months of 1998. The restatement wiped out 40% of the Company's  
income fore 1997 and nearly 50% for the first nine months of
1998.  On the news of the restatement, the stock price fell 52%
on extraordinarily heavy trading volume.


CHS ELECTRONICS: Milberg Weiss Files Complaint in Florida
---------------------------------------------------------
Milberg Weiss Bershad Hynes & Lerach commenced a class action
lawsuit on March 22,  1999, in the United States District Court
for the Southern District of Florida,  on behalf of all
purchasers of the common stock of CHS Electronics, Inc. (NYSE:  
HS) between June 19, 1998, and March 22, 1999, inclusive.

The complaint charges CHS and certain officers with violations of
Sections  10(b) and 20(a) of the Securities Exchange Act of 1934
as well as Rule 10b-5  promulgated thereunder. The complaint
alleges that defendants issued a series  of false statements and
failed to disclose material facts throughout the Class  Period
concerning, among others, the Company's business, operating
results and  its future prospects. Because of the issuance of a
series of false and  misleading statements, the price of CHS
common stock was artificially inflated  during the Class Period.


CHS ELECTRONICS: Schoengold & Sporn File Complaint in Florida
-------------------------------------------------------------
Schoengold & Sporn, P.C., on March 22, 1999, filed a lawsuit in
the Federal District Court for the  Southern District of Florida
against CHS Electronics, Inc. (NYSE:HS), Claudio Osorio,
(President, Chairman of the Board and Chief  Executive Officer of
CHS) and Craig S. Toll (CHS's Chief Financial Officer) on  behalf
of purchasers of the common stock of CHS during the period August
5,  1998 through and including March 22, 1999 (the "Class
Period").  

The securities class action complaint charges the defendants with
violations  of the federal securities laws (Sections 10(b) and 20
of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated
thereunder), by among other things, misrepresenting and/or
omitting material information concerning CHS's net revenues by
overstating vendor rebates in the second, third and fourth  
quarters of 1998, resulting in the Company restating its earnings
for the second and third quarters of 1998.  The price of CHS
shares were thereby artificially inflating during the Class
Period.


CHS ELECTRONICS: Weiss & Yourman File Complaint in Florida
----------------------------------------------------------
Weiss & Yourman commenced a class action lawsuit against CHS
Electronics, Inc. (NYSE:HS) and certain individuals associated
with the Company on March 22, 1999, in the United States District
Court for the Southern District of  Florida on behalf of
investors who purchased CHS shares during the period June 19,
1998 through March 22, 1999.

The lawsuit follows the Company's disclosure that it had
overstated vendor  rebates in the second, third and fourth
quarters of 1998 and is required to  restate its financials
accordingly and restructure its operations. The  complaint
alleges that defendants issued a series of materially false and  
misleading financials and public statements during the Class
Period. These  false and misleading statements caused the price
of CHS's common stock to be  artificially inflated in violation
of Sections 10(b) and 20(a) of the  Securities Exchange Act of
1934.  


LITTLE SWITZERLAND: Schubert & Reed File Complaint in Delaware
----------------------------------------------------------------
On March 22, 1999,  Schubert & Reed LLP filed a class action in
the United States District Court  for the District of Delaware,
on behalf of a class of purchasers of Little  Switzerland, Inc.
common stock (Nasdaq: LSVI) during the period 2/5/98 through  
5/4/98, inclusive.

The suit names as Little Switzerland,  Inc., CEO John E. Toler,
Jr., Chairman of the Board C. William Carey, CFO  Thomas S.
Liston, Destination Retail Holdings Corporation ("DRHC") and DRHC  
President and 100% shareholder Stephen G.E. Crane for violations
of the federal  securities laws.     

Plaintiff's complaint alleges: On or about February 4, 1998,
defendants represented that DRHC had obtained a firm financing
commitment to purchase Little Switzerland's shares at  a price of
$8.10 each.  However, each of the defendants knew, but failed to  
disclose, that the financing commitment would expire on April 30,
1998, before  Little Switzerland's shareholders were scheduled to
vote to approve the merger  at their May 8, 1998 Special Meeting
of Shareholders.  Defendants concealed  this expiration of DRHC's
financing until after the close of the markets on May  4, 1998.  
On May 5, 1998, after it was revealed that the financing
commitment had expired, and that the lender did not intend to
extend or renew it, Little  Switzerland's stock dropped from its
previous closing price of $7.953 to close  at $5.688, a decline
of over 28%, on unusually high volume of 562,200 shares.


NICE SYSTEMS: Milberg Weiss Files Complaint in New Jersey
---------------------------------------------------------
Weiss Bershad Hynes & Lerach commenced a class action lawsuit on
March 22, 1999, in the United States District Court for the
District of New Jersey, on  behalf of all purchasers of the
American Depository Shares ("Nice ADSs") of  Nice Systems, Ltd.
("Nice" or the Company) between February 4, 1998, and  September
24, 1998, inclusive.

The complaint charges Nice and certain officers and directors
with violations  of Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934 as well as  Rule 10b-5 promulgated
thereunder. The complaint alleges that defendants issued  a
series false statements and failed to disclose material facts
throughout the  Class Period concerning the Company's operations,
technologies, products and  prospects. Because of the issuance of
a series of false and misleading  statements, the price of Nice
ADSs was artificially inflated during the Class  Period.
Following Nice's disclosure of the adverse facts described above
Nice ADSs fell 54%, or $14.19, to close at $15.63 per share.  


NICE SYSTEMS: Reinhardt & Anderson File Complaint in New Jersey
---------------------------------------------------------------
A class action complaint was filed on March 22, 1999, in the
United States District Court for the District of New Jersey on
behalf of all persons who  purchased the American Depository
Shares (ADSs) of Nice Systems, LTD (NASDAQ: NICEY), between
February 4, 1998, and  September 24, 1998, inclusive, by
Reinhardt &  Anderson.

The complaint charges Nice Systems and certain officers and
directors of the  Company during the relevant time period with
violations of Sections 10(b) and  20(a) of the Securities
Exchange Act of 1934. The complaint alleges that  defendants
issued a series of materially false and misleading statements  
concerning the Company's business, including but not limited to:
(i) failing to  disclose that NiceUniverse suffered from numerous
design defects and was not  easily integrated with telecom
environments; (ii) failing to disclose that  NiceUniverse 3.0
version had not been certified by its distributors and  therefore
its ability to be sold was impaired; and (iii) that the Company  
rushed its Nice Universe 3.0 product into the market without
regard to the fact  that the product was riddled with defects.  
The Complaint further alleges that because of the issuance of a
series of  false and misleading statements, the price of Nice
Systems shares was  artificially inflated during the Class Period
and plummeted over 50% to $15.63 per share once the truth
concerning the Company's business was revealed.  


PARTY CITY: Bernstein Liebhard Files Complaint in New Jersey
------------------------------------------------------------
Bernstein Liebhard & Lifshitz, LLP, commenced a securities class
action lawsuit on behalf of purchasers of the common stock of
Party City Corporation (Nasdaq: PCTY), between July 23, 1998 and
March 18, 1999, inclusive, in the United States District Court
for the District of New Jersey.  

The lawsuit alleges violations of the federal securities laws and
names as defendants the Company and certain of its officers
and/or directors. The complaint charges Party City and certain of
its officers and directors with violations of the Securities
Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.  The
complaint alleges that the defendants issued materially false  
and misleading statements and failed to disclose material facts
throughout the Class Period in the Company's public filings and
public statements.  As a result of these misrepresentations and
omissions, the price of Party City's common stock was
artificially inflated throughout the Class Period.


PARTY CITY: Milberg Weiss Files Complaint in New Jersey
-------------------------------------------------------
Milberg Weiss Bershad Hynes & Lerach commenced a class action
lawsuit on March 22, 1999, in the United States District Court
for the District of New Jersey, on  behalf of all purchasers of
the common stock of Party City Corporation (NASDAQ: PCTY) between
August 24, 1998, and March 18, 1999, inclusive.

The complaint charges Party City and certain officers and
directors with  violations of Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934  as well as Rule 10b-5
promulgated thereunder. The complaint alleges that  defendants
issued a series false statements and failed to disclose material  
facts throughout the Class Period concerning, among others, the
Company's  financial condition and compliance with certain loan
covenants. Because of the  issuance of a series of false and
misleading statements, the price of Party  City common stock was
artificially inflated during the Class Period. Prior to  the
disclosure of the adverse facts certain insiders and directors
sold 98,000 shares of Park City common stock to the unsuspecting
investing public at  artificially inflated prices. Over $1.5
million in proceeds was realized as a  result of these sales.


PARTY CITY: Weiss & Yourman File Complaint in New Jersey
--------------------------------------------------------
Weiss & Yourman commenced a class action lawsuit against Party
City Corporation (NASDAQ:PCTY) and certain individuals associated
with the Company on March 22, 1999, in the United States District
Court for the District of New Jersey on behalf of purchasers of
Party City shares between July 23, 1998 and March 19, 1999.

The complaint charges Party City and certain of its executive
officers with  violations of Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934.  The complaint alleges that
defendants issued a series of materially false and  misleading
statements regarding the Company's financial condition and
results  of operations.


QUINTEL COMMUNICATIONS: Awaiting Ruling on Motion to Dismiss
------------------------------------------------------------
On or about May 4, 1998, a complaint entitled "Joseph Chalverus,
on behalf of himself and all others similarly situated v. Quintel
Entertainment, Inc., Jeffrey L. Schwartz and Daniel Harvey" was
filed in the United States District Court for the Southern
District of New York; subsequently, a complaint entitled "Richard
M. Woodward, on behalf of himself and all others similarly
situated v. Quintel Entertainment, Inc., Jeffrey L. Schwartz and
Daniel Harvey" was filed in that same court, as was a complaint
entitled "Dr. Michael Title, on behalf of himself and all others
similarly situated v. Jeffrey L. Schwartz, Jay Greenwald, Claudia
Newman Hirsch, Andrew Stollman, Mark Gutterman, Steven L. Feder,
Michael G. Miller, Daniel Harvey and Quintel Entertainment, Inc."

In addition to QUINTEL COMMUNICATIONS, INC., the defendants named
in the Complaints are present and former officers and directors
of the Company.  The plaintiffs seek to bring the actions on
behalf of a purported class of all persons or entities who
purchased shares of the Company's Common Stock from July 15, 1997
through October 15, 1997 and who were damaged thereby, with
certain exclusions. The Complaints allege violations of Sections
10(b) and 20 of the Securities Exchange Act of 1934, and allege
that the defendants made misrepresentations and omissions
concerning the Company's financial results, operations and future
prospects, in particular relating to the Company's reserves for
customer chargebacks and its business relationship with AT&T. The
Complaints allege that the alleged misrepresentations and
omissions caused the Company's Common Stock to trade at inflated
prices, thereby damaging plaintiffs and the members of the
purported class. The amount of damages sought by plaintiffs and
the purported class has not been specified.

On September 18, 1998, the District Court ordered that the three
actions be consolidated, appointed a group of lead plaintiffs in
the consolidated actions, approved the lead plaintiffs' selection
of counsel for the purported class in the consolidated actions,
and directed the lead plaintiffs to file a consolidated
complaint. The consolidated and amended class action complaint
which has been filed asserts the same legal claims based on
essentially the same factual allegations as did the Complaints.
On February 19, 1999, the Company and the Individual Defendants
filed a motion to dismiss the Consolidated Complaint. Plaintiffs
have served papers in opposition to the motion to dismiss. The
District Court has not yet ruled on the motion to dismiss. The
Company believes that the allegations in the Complaints are
without merit, and intends to vigorously defend the consolidated
actions.


RITE-AID: Henzel Firm Files Complaint in Pennsylvania
-----------------------------------------------------
The Law Offices of Marc S. Henzel hereby gives notice that a
class action complaint has been filed in the United States
District Court for the Eastern District of Pennsylvania on behalf
of a  class of persons who purchased the common stock of Rite Aid
Corporation (NYSE: RAD), between December 14, 1998 and March 12,  
1999, inclusive, and who were damaged thereby.

The complaint charges Rite Aid and certain of its officers and
directors with  violations of the Securities Exchange Act of 1934
and Rule 10b-5 promulgated  thereunder.  The complaint alleges
that the defendants issued materially false and misleading
statements and failed to disclose material facts throughout the  
Class Period in the Company's public filings and public
statements.  As a result of these misrepresentations and
omissions, the price of Rite Aid's common stock was artificially
inflated throughout the Class Period.


SHONEY'S, INC.: Settles 3 Employee Class Action Suits for $18MM
---------------------------------------------------------------
Karin Miller, writing for the Associated Press, reports that
Shoney's Inc. has agreed to pay $18 million to settle three
class-action lawsuits with current and former employees who sued
over pay and labor issues.  

The Nashville-based restaurant company also announced Monday a
first-quarter  1999 loss of $15.9 million, including a $14.5
million charge to help cover the  settlement.    The company had
set aside $3.5 million in the last quarter of 1998 after U.S.
District Judge Todd Campbell ruled in December that the company
improperly reduced salaries of Shoney's managers and assistant
managers to cover cash  shortages at their restaurants.    

Shoney's had been scheduled to go to trial this June to determine
damages the company owed to the 1,000 plaintiffs in that lawsuit,
filed in 1995.    

The second lawsuit, filed in 1996, alleged that hourly employees
were working off the clock, paid inappropriately and overtime
hours were rolled from one week to another. About 18,000 workers
joined that lawsuit, and trial was set for Jan. 4, 2000.    

In 1997, managers at Captain D's seafood restaurants alleged that
its parent company reduced salaries to cover cash shortages, and
used empty titles of "manager" and "assistant manager" to avoid
paying overtime. About 250 people joined in the suit, which had
not been set for trial.    

Campbell and the restaurant company's lenders still must approve
the  settlement deal, which would split the money among 19,000
current and former  employees.    

Shoney's operates and franchises 1,217 Shoney's, Captain D's,
Pargo's and  Fifth Quarter restaurants in 28 states.  The company
closed 104 restaurants last year and announced the closure of 47  
more this year as part of a restructuring plan hoped to turn
around the  struggling company.    


TELE-COMMUNICATIONS: Time Warner Shareholder Litigation Dismissed
-----------------------------------------------------------------
Time Warner Stockholder Litigation. In November 1995, two
lawsuits on behalf of and for the benefit of Time Warner, Inc.
("Time Warner") were filed in the Court of Chancery of the State
of Delaware ("the Delaware Chancery Court") by purported
stockholders of Time Warner.  These actions, which have identical
claims and allegations, are styled as Bernard v. Time Warner,
Inc., Civil Action ("C.A.") No. 14651, and Parnes v. Time Warner,
Inc., C.A. No. 14660, respectively. The defendants named in both
complaints are Time Warner, Inc., Tele-Communications, Inc., and
the following individuals who are directors of Time Warner:
Gerald M. Levin, Merv Adelson, Beverly Sills Greenough, Michael
A. Miles, Donald S. Perkins, Raymond S. Trough, Edward S.
Finkelstein, Carla A. Hills, Henry Luce, III, Reuben Mark,
Francis T. Vincent, Jr., Lawrence B. Buttenweiser, David T.
Kearns, J. Richard Munro, and Richard D. Parsons. In both cases,
plaintiffs allege among other things that the Time Warner
directors breached their fiduciary duties in establishing the
terms of Time Warner's proposed merger with Turner Broadcasting
System, Inc. ("TBS") Specifically, plaintiffs contend in both
cases that the Time Warner directors impermissibly sought to
entrench themselves and that TCI aided and abetted the Time  
Warner directors' alleged breaches of fiduciary duty. Plaintiffs
complain in both cases that, in connection with the proposed
merger between TBS and Time Warner (the "TBS-Time Warner
Merger"), TCI will receive (i) a premium for its TBS stock with
a value of nearly 7% over the value of the merger consideration
to be received by other TBS stockholders, (ii) exclusive
programming benefits at discounted prices from TBS, (iii) an
agreement to purchase TBS's and Time Warner's interests in two
regional sports networks, and (iv) five million additional shares
of Time Warner stock in exchange for giving Time Warner an option
to purchase a subsidiary of TCI. In exchange for these alleged
benefits, TCI allegedly facilitated efforts by the Time Warner
directors and Time Warner's management to entrench themselves by
allowing the Time Warner voting stock to be received by TCI upon
consummation of the TBS-Time Warner Merger to be placed in a
voting trust controlled by defendant Levin, who is the chairman
and chief executive officer of Time Warner. Plaintiffs seek in
both actions to enjoin the consummation of the proposed TBS-Time
Warner Merger, to rescind the TBS-Time Warner Merger if it is
consummated, and to enjoin the transfer of Time Warner's assets
or stock to TCI in connection with the TBS-Time Warner Merger.
TCI moved to dismiss these actions on November 22, 1995.
Discovery has not commenced in these actions. On December 5,
1995, plaintiffs in both actions agreed to stay any proceedings
pending regulatory developments regarding the proposed TBS-Time
Warner Merger. The TBS-Time Warner Merger was consummated on
October 10, 1996.  This case has been voluntarily dismissed, TCI
discloses in its latest annual report.


TELE-COMMUNICATIONS: No Discovery Yet in 1997 DMX Litigation
------------------------------------------------------------
In September 1996, a putative class action complaint was filed
with the Delaware Chancery Court in C.A. No 15206 by a
stockholder of DMX Inc. ("DMX").  The complaint was filed
following the announcement of a proposed business combination in
which TCI Music, Inc. ("TCI Music"), a newly formed entity, would
acquire DMX (the "TCI Music-DMX Merger"). The proposed business
combination contemplates that the shareholders of DMX, including
subsidiaries of TCI that currently own approximately 45% of DMX's
outstanding stock, would receive shares of TCI Music Class A
common stock having one vote per share and representing
approximately 19% of TCI Music's outstanding shares. TCI would
hold TCI Music Class B common stock having ten votes per share
and representing approximately 81% of the TCI Music common equity
outstanding immediately after the transaction. TCI would acquire
those shares in exchange for consideration that includes DMX
subscriber accounts held by TCI subsidiaries and equipment used
by those subsidiaries to distribute the DMX music service to
TCI customers. The defendants in the action include DMX, TCI and
the directors of DMX (Jerold H. Rubinstein, Donne F. Fisher, Leo
J. Hindery, Jr., James R. Shaw, Sr., Kent Burkhart, J.C. Sparkman
and Menon Bhaskar). Mr. Fisher is a director of and a consultant
to TCI. Mr. Hindery is a director and an executive officer of
TCI. Mr. Sparkman is a director of TCI.

The gravamen of the complaint is that the DMX directors would
breach their fiduciary duties by approving the proposed business
combination. Specifically, plaintiff alleges that, due to TCI's
alleged control over the DMX board, the DMX directors are
unwilling to negotiate with TCI to maximize the value for the
public stockholders of DMX. Plaintiff claims that the proposed
consideration to be paid the public stockholders of DMX is
grossly unfair, inadequate and substantially below the fair value
of DMX. Plaintiff seeks to enjoin the consummation of proposed
business combination or, should the proposed transaction proceed,
to rescind the transaction. Plaintiff also seeks unspecified
rescissory and compensatory damages, fees and costs. The action
remains pending and discovery has not commenced. The TCI Music-
DMX Merger was consummated on July 11, 1997. Based upon the facts
available, management believes that, although no assurance can be
given as to the outcome of this action, the ultimate disposition
should not have a material adverse effect upon the financial
condition of the Company.


TELE-COMMUNICATIONS: Cert. Petition Filed in United Cable Suit
----------------------------------------------------------------
Clarence L. Elder, both individually and as the group
Representative vs. Tele-Communications, Inc. et al. On December
11, 1995, plaintiff filed suit in the Circuit Court for Baltimore
City, Case No. 95345001/CL205580 against UCTC L.P. Company, UCTC
of Baltimore, Inc., UTI Purchase Company, Inc. and Tele-
Communications, Inc. The allegations made in the complaint
pertain to plaintiff's interest in United Cable Television of
Baltimore Limited Partnership. Plaintiff claims he was wrongfully
denied certain preference distributions, rights to purchase
stock, rights to escrow funds, and tax distributions. The Court
granted defendants' Motion for Summary Judgment and plaintiff has
filed an appeal. On September 24, 1997, the Maryland Court of
Special Appeals affirmed in all but one respect the Circuit
Court's summary judgment in favor of the defendants. The court
found that the settlement agreement at issue is ambiguous
concerning the number of Limited Partnership units the plaintiffs
were entitled to purchase (186.6 or 311), but ruled in favor of
defendants concerning the price at which the units must be sold
and all other issues.

Plaintiffs have filed a motion for reconsideration, and have
filed a petition for certiorari in the Court of Appeals on
December 24, 1997 if their motion for reconsideration is denied.
If the Court of Special Appeals decision is not disturbed, the
only issue for trial will be the number of units Plaintiffs are
entitled to purchase at fair market value, as determined in
accordance with the appraisal previously obtained by defendants.
Based upon the facts available, management believes that,
although no assurance can be given as to the outcome of this
action, the ultimate disposition should not have a material
adverse effect upon the financial condition of the Company.

TELE-COMMUNICATIONS: Settlement in Colorado Shareholder Action
--------------------------------------------------------------
James Dalton, et al. v. Tele-Communications, Inc., et al. On
February 24, 1997, James Dalton, et al. filed suit in District
Court for Arapahoe County, Colorado, Case No. 97-CV421, against
TCI and certain current and former officers of TCI and its
subsidiary, TCIC (John C. Malone, Brendan R. Clouston, Barry P.
Marshall, Camille K. Jayne, Sadie N. Decker, Bruce W. Ravenel,
Gerald W. Gaines, Bernard W. Schotters, II) and Daniel L. Ritchie
and Donne F. Fisher, in their capacity as co-personal
representatives of the estate of Bob Magness. Plaintiffs filed
this action under the Colorado Securities Act and Colorado common
law on behalf of all persons who purchased TCI securities from
January 10, 1996 through October 24, 1996 ("the class period").
Plaintiffs claim, in part, that the defendants made false and
misleading statements during the class period concerning TCI's
revenue and cash flow growth, customer growth, and expansion
and diversification into a multi-business platform; and that TCI
failed to disclose the performance of its various operations.
Plaintiffs claim further, in part, that TCI's cash flow growth
was weak and below levels necessary to fund a multi-business
diversification program and that TCI was competitively
disadvantaged and would likely be threatened by adverse
conditions impacting its business. Plaintiffs are seeking
nationwide class certification and claim that the amount in
controversy is less than $75,000 per named plaintiff, exclusive
of interest and costs. On September 3, 1997, defendants motion to
dismiss was denied. Defendants answered the Complaint on October
3, 1997. Settlement has been reached in principle, which
settlement requires further documentation, notice and court
approval. Based upon the facts available, management believes
that, although no assurances can be given as to the outcome of
this action, the ultimate disposition should not have a material
adverse effect upon the financial condition of the Company.


TELE-COMMUNICATIONS: TCG/AT&T Merger Litigation Presses Forward
---------------------------------------------------------------
In December of 1997 and January of 1998, in the Delaware Chancery
Court, the following three actions were filed: Sternberg v. TCI
Communications, Inc., et al., Case No. 16092, Cirillo v. Tele-
Communications, Inc., et al., Case No. 16139, and Blain v. Tele-
Communications, Inc., et al., Case No. 16161. The complaints were
filed in response to public reports of a proposed merger between
Teleport Communications Group ("TCG") and AT&T Corporation
("AT&T") whereby each share of TCG common stock would be
exchanged for 0.943 shares of AT&T Common Stock. Common to the
three complaints are the following defendants: TCG, TCG
shareholders, TCI, Comcast Corporation, ("Comcast") and Cox
Communications, Inc. ("Cox"); and the following TCG directors:
Brian L. Roberts, Brendan R. Clouston, Larry E. Romrell, Lawrence
S. Smith, Robert Annunziata, James O. Robbins, Jimmy W. Hayes,
David M. Woodrow, John R. Dillon, Bernard W. Schotters, Gerald W.
Gaines, James Bruce Llewellyn and C.B. Rogers, Jr. Additionally,
the Cirillo complaint names AT&T as a defendant. Messrs.
Clouston, Romrell and Schotters were affiliated with TCI during
the period relevant to the allegations in the complaints.

The gravamen of the complaints is that the price at which AT&T
proposed to acquire TCG shares was inadequate and that, in
causing TCG to pursue the merger with AT&T, the defendant
directors, TCI, Cox and Comcast were acting in their own self-
interest rather than in the interests of TCG and its
stockholders. Specifically, the complaints allege that the
defendants controlled TCG, had access to internal financial
information concerning TCG's true value, and used such
information to the detriment of TCG's public stockholders. The
Cirillo complaint additionally alleges that AT&T has aided and
abetted the alleged wrongdoing. The complaints seek to enjoin the
proposed merger, to rescind the merger should it be consummated,
and to recover unspecified compensatory damages for the public
holders of TCG common stock, or their successors in interest, who
are being or will be harmed by the defendants' actions. In
addition, the Sternberg complaint seeks an order requiring the
defendants to undertake actions to maximize the value of TCG's
stock in furtherance of their fiduciary duties. The merger
between TCG & AT&T was consummated in July 1998. Discovery has
not commenced in these actions. Based upon the facts available,
management believes that, although no assurances can be given as
to the outcome of this action, the ultimate disposition of this
matter should not have a material adverse effect upon the
financial condition of the Company.


TELE-COMMUNICATIONS: No Discovery Yet in Magness Shareholder Suit
-----------------------------------------------------------------
On January 8, 1998, seven putative derivative actions on behalf
of and for the benefit of TCI were filed in the Delaware Chancery
Court by purported shareholders of TCI: Morgan, et al. v.
Tele-Communications, Inc., et al., C.A. No. 16128-NC; Steiner v.
Tele-Communications, Inc., et al., C.A. No. 16130-NC; Weisberg v.
Tele-Communications, Inc., et al., C.A. No. 16131-NC; Pan v.
Tele-Communications, Inc., et al., C.A. No. 16133; Klein v. Tele-
Communications, Inc., et al., C.A. No. 16135; Crandon Capital
Partners v. Tele-Communications, Inc., et al., C.A. No. 16136;
and Deutsch v. Tele-Communications, Inc., et al., C.A. No. 16148.
Also named as defendants in these cases are John C. Malone, John
W. Gallivan, Donne F. Fisher, Leo J. Hindery, Jr., J.C. Sparkman,
Paul A. Gould, Jerome H. Kern, Kim Magness, and Robert A. Naify.

These are derivative shareholder actions challenging the Magness
estate settlement and the related payment to John C. Malone.
Plaintiffs allege, among other things, the following claims for
relief: breach of fiduciary duties, self-dealing and unjust
enrichment, and waste of Company assets. The complaints seek
repayment of amounts paid for call agreements, injunctive relief,
attorney fees, costs and unspecified compensatory damages. These
actions have been consolidated for all purposes under the current
caption styled as In Re: TCI - Magness Estate Derivative
Litigation, Consolidated C.A. No. 16128.  

The plaintiffs have not demanded a jury trial. On June 26, 1998,
plaintiffs filed an amended complaint to add claims arising from
the proposed merger between TCI and AT&T (the "TCI-AT&T Merger")
substantially similar to those alleged in the TCI-AT&T Merger
litigation described below.

The gravamen of the amended complaint is that the TCI directors
breached their fiduciary duties by approving the Magness estate
settlement, pursuant to which (i) the 1997 sale by the Magness
estate of approximately 32 million shares of TCI Group Series A
Stock to affiliates of Merrill Lynch & Co. and Lehman Brothers
was partially voided; (ii) the Magness estate and Dr. Malone
agreed to vote their TCI stock as a single group; and (iii) TCI
acquired the rights to purchase separately the shares of TCI
Group Series B Stock currently held by Dr. Malone and the Magness
estate in exchange for the respective payment by TCI to Dr.
Malone and the Magness estate of $150 million and $124 million,
respectively. Specifically, the plaintiffs allege that the TCI
directors sought to entrench themselves through the Magness
estate settlement, and the TCI directors' approval of the
settlement constituted waste of TCI assets.  Plaintiffs also
allege that Dr. Malone would be unjustly enriched by the
proposed TCI-AT&T Merger, announced on June 24, 1998, because the
merger exchange ratio provides a premium for the shares of TCI
Group Series B Stock over the shares of TCI Group Series A Stock,
and the Magness estate settlement unjustly increased Dr. Malone's
holdings of TCI Group Series B Stock.  In the amended complaint,
plaintiffs seek a declaratory judgment that the defendants
breached their fiduciary duties to the Company, an accounting by
the TCI director defendants to TCI for the damages allegedly
sustained by the Company, an accounting by Dr. Malone to TCI for
the damages allegedly sustained by the Company, an accounting by
Dr. Malone of his profits from the Magness estate settlement, the
rescission of the Magness estate settlement, the repayment by
Dr. Malone of any payments he has received under the Magness
estate settlement and an award of unspecified compensatory
damages. Discovery has not commenced in this action. The TCI-AT&T
Merger was consummated on March 9, 1999.


TELE-COMMUNICATIONS: TINTA Shareholder Pact Awaits Court Approval
-----------------------------------------------------------------
On July 13, 1998, two putative class action complaints were filed
by certain stockholders of Tele-Communications International,
Inc. ("TINTA") in the Delaware Chancery Court. The actions, which
have identical claims and allegations, are styled as Berkowitz v.
Tele-Communications, Inc., et al., C.A. No. 16533, and Chetkov v.
Tele-Communications, Inc., et al., C.A. No. 16534, respectively.
The complaints were filed following the announcement of a
proposed business combination in which Liberty Media Group would
acquire all outstanding public shares of TINTA not already owned
by TCI Ventures Group. The defendants named in both complaints
are TCI, TINTA, and the Board of Directors of TINTA: Leo J.
Hindery, Jr., John C. Malone, Gary S. Howard, David J. Evans,
Pierre Lescure, Paul A. Gould, Fred A. Vierra, and Jerome H.
Kern. The gravamen of both complaints is that the TINTA directors
will breach their fiduciary duties by approving the merger and
undervaluing the proposed merger consideration to the detriment
of the TINTA public stockholders. Plaintiffs in both actions seek
to enjoin the consummation or closing of the proposed merger, or
the rescission of the merger in the event it is consummated, and
unspecified compensatory damages, fees and costs.

The Company and the plaintiffs have reached an agreement in
principle to settle the class action litigation in exchange for
TCI's willingness to include a pricing provision in the merger
agreement providing TCI with the option of either increasing the
merger exchange ratio to yield at least $22.00 per share of TINTA
common stock or to terminate the merger agreement. The merger was
consummated on November 19, 1998.  The tentative settlement is
subject to numerous conditions, including the execution of
definitive settlement documents, court approval of the settlement
and consummation of the merger.


TELE-COMMUNICATIONS: TCI Series A&B Plaintiffs Start Discovery
--------------------------------------------------------------
AT&T-TCI Group Series A Stockholder Litigation. Between June 24
and July 1, 1998, thirteen purported class action complaints were
filed by holders of TCI Group Series A Stock in the Delaware
Chancery Court under the captions Nieto v. Tele-Communications,
Inc., et al., C.A. No. 16470; Martin, et al., v. Tele-
Communications, Inc., et al., C.A. No. 16471; Bove v. Tele-
Communications, Inc., et al., C.A. No. 16473; Freiman v. Tele-
Communications, Inc., et al., C.A. No. 16474; Great Neck Capital
Appreciation Investment Partnership, L.P. v. Tele-Communications,
Inc., et al., C.A. No. 16477; Cohen v. Tele-Communications,
Inc., et al., C.A. No. 16478; Silvert v. Tele-Communications,
Inc., et al., C.A. No. 16479; Alex Cooper Profit Sharing Trust v.
Tele-Communications, Inc., et al., C.A. No. 16482; Satz v. Tele-
Communications, Inc., et al., C.A. No. 16489; Stefansky, et al.,
v. Tele-Communications, Inc., et al., C.A. No. 16490; Hushing
v. Tele-Communications, Inc., et al., C.A. No. 16491; Krim v.
Tele-Communications, Inc., et al., C.A. No. 16495; and Hirsch v.
Tele-Communications, Inc., et al., C.A. No. 16501. The complaints
were filed in response to the announcement of the proposed TCI-
AT&T Merger and allege substantially similar claims.

On December 4, 1998, the Delaware Chancery Court consolidated
these actions under the caption In re Tele-Communications, Inc.,
Shareholders Litigation, Consolidated C.A. No. 16470. On February
10, 1999, plaintiffs filed a consolidated amended complaint (the
"TCI Group Consolidated Complaint"). The defendants named in the
consolidated action are TCI and the following TCI directors:
Donne F. Fisher, John W. Gallivan, Paul A. Gould, Leo J. Hindery,
Jr., Jerome H. Kern, Kim Magness, John C. Malone, Robert A. Naify
and J.C. Sparkman. AT&T was also named as a defendant in the
consolidated action.

The gravamen of the TCI Group Consolidated Complaint is that the
TCI directors breached their fiduciary duties to the holders of
TCI Group Series A Stock because Dr. Malone, the largest holder
of TCI Group Series B Stock, with the acquiescence of the other
TCI directors, has obtained under the TCI-AT&T Merger agreement a
premium in the merger consideration for the stockholders of
TCI Group Series B Stock over the amount of merger consideration
that would be received by the stockholders of TCI Group Series A
Stock. Plaintiffs also allege that the TCI proxy statement
relating to the proposed TCI-AT&T Merger, dated January 11, 1999,
contains inadequate disclosures regarding the value under the
TCI-AT&T Merger of the stock options, stock appreciation rights
and restricted stock awards held by the officers and directors of
TCI, the correct premium that will be paid for shares of TCI
Group Series B Stock pursuant to the merger agreement, the
factors relied upon by the TCI directors determining that the 10%
premium to be received by the stockholders of TCI Group Series B
Stock was acceptable, and the existence of various lawsuits
attacking the TCI-AT&T Merger and related transactions.
Plaintiffs in the consolidated action seek to enjoin the proposed
TCI-AT&T Merger, or rescind the TCI-AT&T Merger in the event it
is consummated, and request unspecified compensatory damages,
fees and costs.

Plaintiffs have filed discovery requests in this action.  The
TCI-AT&T Merger was consummated on March 9, 1999.


UNITED FOODS: Company Denies Allegations in Shareholder Complaint
----------------------------------------------------------------
United Foods, Inc., in a Form 8-K filed with the SEC,
acknowledges that a complaint was  filed against the company and
its directors by astockholder of the company in a  Delaware
Chancery Court.  The complaint seeks class action status and
requests  injunctive and other relief with respect to a pending
proposal by the Company's  Chairman and Chief Executive Officer,
James I.  Tankersley, his wife and their  children to acquire the
remaining shares of the Company's common stock that are  not
owned by them for $3.00 per share in cash.  "The Company and the
other  defendants believe the complaint to be without merit," the
Company says.


Y2K LITIGATION: Microsoft Prevails in Illinois FoxPro Suit
----------------------------------------------------------
Microsoft Corp. (Nasdaq: MSFT) announced a major court victory
Friday with the dismissal of a year 2000 lawsuit filed in federal
court in Illinois.  The lawsuit, filed originally as a class
action by plaintiff Ruth Kaczmarek of Naperville, Ill., was
dismissed  with prejudice by the U.S. District Court for the
Northern District of Illinois.  

In a strongly worded opinion, the court said, "As we near the
21st century, the media has focused on many potential Y2K
problems.  This focus will inevitably lead to much litigation
. . . which the courts will need to determine is meritful or
meritless.  Unfortunately for the plaintiff, we find this lawsuit
falls in the latter category."

"This is an important win for Microsoft," said Andy Culbert, a
corporate attorney at Microsoft.  "This case shows that Microsoft
has acted in a responsible and pro-consumer manner with respect
to its products and year 2000.  The court's dismissal of this
case with prejudice sends a strong message that should deter
groundless year 2000 litigation."  The original case had alleged
that certain versions of the Microsoft(R) FoxPro(R) database
software contained a defect in the way it handles dates after
Dec. 31, 1999.  The plaintiff argued that because of the alleged
defect, Microsoft had breached the warranties and committed
negligence in the software's design.  The FoxPro-related issue
centers around a product feature called the Century function.
When the Century function is set to "On," FoxPro accepts and can  
correctly process dates into the next century.  When it is set to
"Off," it  assumes two-digit years to be within the 20th century.
Microsoft disclosed this  information in the product manual and
at http://www.microsoft.com/year2000/on its year 2000 Web site.

"This opinion really puts year 2000 issues in perspective and
supports all of  the work Microsoft has been doing to help
customers prepare for the year 2000," said Michel Gahard, a
corporate attorney at Microsoft.  "Microsoft is committed to
providing the information resources, tools, channel support and
services to assist our customers in preparing for the year 2000,
and we will continue down  that path."  The court found that
Microsoft had made it clear in the manual for FoxPro how the
software handles dates and that the plaintiff's claim was without
merit.  "Kaczmarek's main problem is that there is nothing
inherently wrong with  computer software that assumes that a two-
digit year entry means the 20th century, particularly when the
default setting is disclosed as part of the  contract," the court
said. Moreover, FoxPro is Y2K-compliant: A developer can set the
Century feature to "On" to provide a four-digit-year field when a  
client needs an application that will process dates occurring
later than Dec. 31, 1999 -- something, we assume, is occurring
with greater frequency as that  date approaches."

"In other words," the court said, "there is no defect in the
program; FoxPro operates in the manner indicated by the user
manual. Thus, Kaczmarek cannot establish a breach of Microsoft's
warranties. * * * Finally, absent a defect in FoxPro, Kaczmarek
cannot show negligence by Microsoft. Because there is no factual
or legal basis for Kaczmarek's claims, the case is dismissed with  
prejudice."


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