CAR_Public/990517.MBX              C L A S S   A C T I O N   R E P O R T E R

                Monday, May 17, 1999, Vol. 1, No. 72

                            Headlines

3COM CORP.: Wolf Haldenstein Files Complaint in California
ABIGAIL ADAMS: Expects to Prevail in Delaware Litigation
AMERITRADE HOLDING: Nebraska Internet Traders Complaint Proceeds
CELESTIAL SEASONINGS: Stockholders Stewing Over Perrier Deal
CWOA: National Right to Work Foundation Gets $1 for 20,000

GATX CORP.: Tank Car Fire Verdict "Excessive" and "Unsupported"
LINCOLN NATIONAL: Fraud Alleged in Sale of Insurance Policies
MICROSOFT CORP.: Up to 10,000 "Temps" Entitled to Stock Options
NETWORKS ASSOCIATES: Henzel Firm Files Complaint in California
OXFORD HEALTH: Updates Securities and Other Class Action Cases

PHAR MOR INC.: Awarded $1.1 Million in Brand-Name Antitrust Case
PHILIP MORRIS: Hagens Berman Files Complaint in Arizona
SUNBEAM CORP.: Updates on Florida, Delaware & Texas Litigation
WEYERHAEUSER CO.: Hardboard Siding Cases Proceed on West Coast


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3COM CORP.: Wolf Haldenstein Files Complaint in California
----------------------------------------------------------
Wolf Haldenstein Adler Freeman & Herz LLP filed a class action
lawsuit in the United States District Court for the Northern
District of California on behalf of all persons who purchased
common stock issued by 3Com Corp. (Nasdaq: COMS) during the
period September 22, 1998 through March 2, 1999.

The Complaint alleges that the defendants violated the federal
securities laws including violations of the Securities Exchange
Act of 1934 by making false or misleading statements concerning
3Com's results of operations, financial condition, operational
efficiencies and improved channel inventory. The Complaint
further alleges that Company insiders used $130.4 million of
3Com's cash to engage in a massive stock repurchase program to
help manipulate and artificially inflate the Company's stock
price. The Complaint alleges that the stock manipulation was
primarily designed to allow Company insiders to sell almost 4.2
million of their own 3Com shares at artificially inflated
prices, in some cases reaching as high as $48.69 per share, to
reap proceeds of over $189 million.

On March 2, 1999 the Company revealed that it was experiencing
weak sales of certain of its products and therefore its future
results would be well below earlier Company forecasts. On the
release of this news the Company's stock price dropped to as low
as $22-3/4 on March 3, 1999 on extraordinarily heavy volume.

To learn more, contact Michael Miske or Gregory Nespole, Esq. or
Fred Taylor Isquith, Esq. or Shane T. Rowley, Esq. by telephone
at 800-575-0735 or at classmember@whafh.com via email.


ABIGAIL ADAMS: Expects to Prevail in Delaware Litigation
--------------------------------------------------------
On May 29, 1998 a suit was filed in The Court of Chancery of the
State of Delaware by Rose Z. Thorman and Martha Burke as
custodian for Holly McMackin, Jake McMackin, Ashtyn Talley and
Casey Talley against Marshall T. Reynolds, Jeanne D. Hubbard,
Robert H. Shell, Jr. and Ferris Baker Watts, defendants, and
Abigail Adams National Bancorp, Inc., Nominal Defendant
asserting claims for individual, derivative and class action
for: (1) breach of fiduciary duties of loyalty and disclosure;
(2) aiding and abetting breach of fiduciary duties; and (3)
tortious interference with economic and contractual relations.

The Company has hired Delaware counsel and is vigorously
defending this suit. A motion to dismiss this suit was filed on
or before July 31, 1998 by the Company and the
stockholders/directors. The Court of Chancery has granted the
plaintiffs leave to file an amended complaint. The plaintiffs
have agreed to dismiss Ferris Baker Watts, Inc. from the state
action. The Company is awaiting the judge's ruling on the Motion
to Dismiss.

On June 8, 1998 a second suit was filed in United States
District Court, District of Delaware by Rose Z. Thorman, and
Martha Burke, individually and as custodian for Holly McMackin,
Jake McMackin, Ashtyn Talley and Casey Talley, Plaintiffs
against the Company, Nominal Defendant, and Marshall T.
Reynolds, Jeanne D. Hubbard, Robert L. Shell, Jr. and Ferris
Baker Watts, Inc. The federal action is based on the same facts
underlying the State action, and asserts both derivative claims
on behalf of the Bank and individual claims on behalf of
stockholders of the Bank. The complaint in the Federal action
alleges that certain stockholders/directors of the Bank, and
Marshall T. Reynolds, Jeanne D. Hubbard and Robert H. Shell,
Jr., as well as the investment banking firm, Ferris Baker Watts,
Inc., violated the Securities Exchange Act of 1934 (the
"Exchange Act") in soliciting proxies against the proposed
merger between the Bank and Ballston, which was not approved by
the shareholders at a special meeting held December 31, 1997,
and also alleges that the individual stockholder/directors
violated the Exchange Act in soliciting proxies to remove four
directors of the Bank.

The Company has hired Delaware counsel and is vigorously
defending this suit. The District Court has stayed the Federal
action pending a decision in the State action.

Management and the Board of Directors of the Company have
reviewed the above described litigation and believe that it will
prevail on the merits.


AMERITRADE HOLDING: Nebraska Internet Traders Complaint Proceeds
----------------------------------------------------------------
On September 16, 1998, a putative class action complaint was
filed in the District Court, Douglas County, Nebraska, seeking
injunctive and equitable relief due to AMERITRADE HOLDING
CORP.'s alleged breach of contract, violation of the Consumer
Protection Act, fraudulent inducement, negligent
misrepresentation, negligence, and unjust enrichment regarding
the Company's alleged inability to handle the volume of
subscribers to its Internet brokerage services. The complaint
seeks injunctive relief enjoining alleged deceptive, fraudulent,
and misleading practices and unspecified compensatory damages.

The Company believes that it has viable defenses to the
allegations raised in the complaint. However, because this
proceeding is at a preliminary phase and the amount of damages
sought has not been quantified, the Company is not presently
able to predict the ultimate outcome of this matter.


CELESTIAL SEASONINGS: Stockholders Stewing Over Perrier Deal
------------------------------------------------------------
On May 5, 1995, a purported stockholder of CELESTIAL SEASONINGS
INC filed a lawsuit, Schwartz v. Celestial Seasonings, Inc. et.
al., in the United States District Court for the District of
Colorado (Civil Action Number: 95-K-1045), in connection with
disclosures by the Company concerning the Company's license
agreement with Perrier Group of America, Inc. which was
terminated on January 1, 1995. In addition to the Company, the
complaint names as defendants certain of the Company's present
and former directors and officers, PaineWebber, Inc.,
Shearson/Lehman Brothers, Inc., and Vestar/Celestial Investment
Limited Partnership.

The complaint, which was pled as a class action on behalf of
persons who acquired the Company's common stock from July 12,
1993 through May 18, 1994, sought money damages from the Company
and the other defendants for the class in the amount of their
loss on their investment in the Company's common stock, punitive
damages, costs and expenses of the action, and such other relief
as the court may order.

On November 6, 1995, the federal district court granted a motion
by the Company and the other defendants to dismiss the case. On
September 5, 1997, however, the court of appeals reversed the
decision of the district court and returned the case to the
district court for further proceedings. The case has been
certified as a class action. Due to the uncertainties inherent
in the litigation process, the Company is unable to predict the
outcome of this matter.


CWOA: National Right to Work Foundation Gets $1 for 20,000
----------------------------------------------------------
The Associated Press reports that a federal judge has reaffirmed
his October decision that the Communications Workers of America
failed to inform about 50,000 affiliated workers that they
didn't have to pay full dues. U.S. District Judge Royce Lamberth
on Thursday stuck with the ruling that awarded nominal damages
to workers who pay a fee to the union for collective bargaining
representation but don't become full union members. AP reports
that the union had appealed the decision in the class-action
suit, which was sponsored by the National Right to Work
Foundation.

According to the Associated Press, any of those workers who now
say they didn't want to pay for work the union did outside of
collective bargaining such as political advocacy between 1987
and 1995 can request reimbursement for a portion of their dues.
In his October ruling, Lamberth said the violation was a
technical matter, not intentional wrongdoing. Nevertheless, he
ordered the union to pay $1 to each worker in the class and
granted workers who were paying the union the fees the right to
object to such expenditures retroactively.

AP reports that the union estimates the ruling will only affect
about 20,000 members.


GATX CORP.: Tank Car Fire Verdict "Excessive" and "Unsupported"
---------------------------------------------------------------
General American Transportation Corporation (GATC) and GATX
Terminals Corporation (Terminals), each subsidiaries of GATX
Corporation (the Company), are two of nine defendants in the
matter of In re New Orleans Train Car Leakage Fire Litigation
(No. 87-16374), Civil District for the Parish of Orleans, a
class action lawsuit arising out of a September 1987 tank car
fire in the City of New Orleans. The fire was caused by a leak
of butadiene from a railcar owned by GATC. The fire resulted in
no deaths or significant injuries, and only minor property
damage, but did result in the overnight evacuation of a number
of residents from the surrounding area.

Immediately after the fire a number of lawsuits (representing
approximately 8,000 claims) were brought against a number of
defendants, including GATC and its wholly-owned subsidiary
Terminals. The suits were ultimately consolidated into a class
action brought in the Civil District Court in the Parish of
Orleans (Trial Court). A trial of the claims of twenty of the
plaintiffs (Phase I) resulted in a jury verdict in September
1997, which awarded the twenty plaintiffs approximately $1.9
million in compensatory damages plus interest from the date of
the accident. In addition, the jury awarded punitive damages
totaling $3.4 billion against five of the nine defendants,
including $190 million as to Terminals. On October 31, 1997, the
Louisiana Supreme Court held that a judgment incorporating the
amount of punitive damages could not be entered until all
liability issues relating to all 8,000 class members have been
adjudicated.

On February 24, 1999, the Louisiana Supreme Court, among other
things, (a) granted a writ requiring entry of a judgment on the
Phase I compensatory damages, and (b) authorized the Trial Court
to enter a judgment awarding a specific amount of punitive
damages to the twenty Phase I plaintiffs (without specifying the
method of allocation of such damages) in order that there could
be an immediate review of the judgment. On March 31, 1999, the
Trial Court entered a judgment awarding punitive damages against
each of the five punitive defendants, including Terminals in
favor of each of the twenty claimants whose cases were tried in
September of 1997. An aggregate punitive judgment as to
Terminals of approximately $472,220 was allocated among the
twenty claimants in proportion to the ratio that each
plaintiff's compensatory award bears to the total compensatory
award in the Phase I trial.

On April 19, 1999, a Motion (and supporting memorandum) for
Judgment Notwithstanding the Verdict, or in the alternative for
New Trial and or Remittitur regarding Punitive Damages was filed
with the Trial Court. The Motion asked for similar relief as to
the award of compensatory damages as to both Terminals and GATC.

The trial to determine the damages, if any, suffered by the
second set of twenty claimants is scheduled to commence on May
24, 1999. Two weeks after the conclusion of this trial, a random
selection of an additional group of twenty plaintiffs will be
made in order that the trial of their damage claims may commence
thereafter.

The Company believes that the compensatory damages awarded to
the 20 plaintiffs in the Phase I trial are excessive, and
intends to pursue post-judgment review of the awards, and if
necessary, vigorous appeals of any final judgment. The Company
also believes that the punitive liability judgment is
unsupported by law and evidence. Accordingly, Terminals intends
to pursue vigorous appeals of the punitive damages liability
judgment if it survives post-judgment review. In addition, the
Company further believes that the punitive damages awards
rendered by the jury are clearly excessive. If a judgment on the
award against Terminals is entered by the trial court, Terminals
intends to pursue post-judgment review in the trial court, and
if necessary, vigorous appeal of that judgment as well.

Although more than 8,000 claims have been made, the Company
believes that the damages, if any, that are awarded to the
remaining plaintiffs, whether by the trial or appellate courts,
will on average be substantially less that the damages awarded
to the 20 plaintiffs whose claims have been tried.


LINCOLN NATIONAL: Fraud Alleged in Sale of Insurance Policies
-------------------------------------------------------------
Four lawsuits involving alleged fraud in the sale of interest
sensitive universal and whole life insurance policies have been
filed as class actions against Lincoln Life, although the court
has not certified a class in any of these cases. Two of these
lawsuits have been resolved and dismissed. Plaintiffs seek
unspecified damages and penalties for themselves and on behalf
of the putative class.

While the relief sought in these cases is substantial, the cases
are in the early stages of litigation, and it is premature to
make assessments about potential loss, if any. Management
intends to defend these suits vigorously. The amount of
liability, if any, which may arise as a result of these suits
cannot be reasonably estimated at this time.


MICROSOFT CORP.: Up to 10,000 "Temps" Entitled to Stock Options
---------------------------------------------------------------
In a case with national repercussions for those employing
temporary workers, the United Press International reports that a
U.S. appeals court has ruled that thousands of workers Microsoft
Corp. obtained through staffing agencies since 1996 are entitled
to stock options. If upheld, the ruling could cost Microsoft
millions of dollars and force changes in the temp industry,
which handles nearly 3 million employees a day nationwide.

Coming down firmly on the side of Microsoft's so-called
"permatemps" in a class action lawsuit, the three-judge panel
Thursday reversed an earlier court decision that limited
Microsoft's liability to about 900 workers hired before 1990.
According to the UPI story, the appeals court reaffirmed an
earlier ruling that any "common-law employee" of Microsoft was
entitled to stock options. As many as 10,000 workers could be
covered by that ruling.

UPI reports that a common-law employee has been defined in
previous court decisions as a worker who has spent more than
five months at a company and is substantially under the control
of the company, based on such factors as recruitment and
training. The notion evolved to prevent companies from evading
laws designed to protect employees, such as those requiring
companies to provide advance notice of large-scale layoffs.


NETWORKS ASSOCIATES: Henzel Firm Files Complaint in California
--------------------------------------------------------------
A class action has been filed by the Law Offices of Marc S.
Henzel in the United States District Court for the Northern
District of California on behalf of purchasers of Networks
Associates, Inc. (Nasdaq: NETA) common stock between January 20,
1998 and April 6, 1999. The complaint charges Networks
Associates and certain of its officers and directors with
violations of the Securities Exchange Act of 1934.

The complaint alleges that the defendants issued numerous false
statements about Networks Associates, its financial results and
its business prospects, including that the Company was
experiencing strong pricing trends, its business was healthy,
its outlook had never been better and, as a result, it would
earn EPS of $2.12 in 1999, respectively. These false statements
caused Networks Associates stock to trade at artificially
inflated levels of as high as $67 per share in December 1998 and
kept it trading at over $30 per share, enabling several
executive officers of Networks Associates to sell over 852,500
shares of Networks Associates stock at artificially inflated
prices ranging from $34.33 to $50.88, for almost $33 million.

On January 6, 1999, Networks Associates revealed that it had
received a letter from the Securities and Exchange Commission
questioning the Company's accounting practices in the Company's
SEC filings made during 1998. The defendants admitted after the
close of the market on April 6, 1999 that, in connection with
the SEC's investigation, Networks Associates had determined
that: its in-process research and development expenditures were
overstated by $45 million in 1997; its amortization expenses
were materially understated in 1997; its in-process research and
development expenditures were overstated by $169 million in
1998; its amortization expenses were materially understated in
1998; and its amortization expense for 1Q99 would increase to
$58 million from planned expense of $22 million.

For more information, call Marc S. Henzel, Esq. at 888-643-6735
or 215-625-9999 or write Mhenzel182@aol.com via email.


OXFORD HEALTH: Updates Securities and Other Class Action Cases
--------------------------------------------------------------
Following the October 27, 1997 decline in the price per share of
OXFORD HEALTH PLANS INC common stock, purported securities class
action lawsuits were filed on October 28, 29, and 30, 1997
against the Company and certain of its officers in the United
States District Courts for the Eastern District of New York, the
Southern District of New York and the District of Connecticut.
Since that time, plaintiffs have filed additional securities
class actions (see below) against Oxford and certain of its
directors and officers in the United States District Courts for
the Southern District of New York, the Eastern District of New
York, the Eastern District of Arkansas, and the District of
Connecticut.

The complaints in these lawsuits purport to be class actions on
behalf of purchasers of Oxford's securities during varying
periods beginning on February 6, 1996 through December 9, 1997.
The complaints generally allege that defendants violated Section
10(b) of the Securities Exchange Act of 1934 ("Exchange Act")
and Rule 10b-5 thereunder by making false and misleading
statements and by failing to disclose certain allegedly material
information regarding changes in Oxford's computer system, and
the Company's membership enrollment, revenues, medical expenses,
and ability to collect on its accounts receivable. Certain of
the complaints also assert claims against the individual
defendants alleging violations of Section 20(a) of the Exchange
Act and claims against all of the defendants for negligent
misrepresentation. The complaints also allege that in violation
of Section 20A of the Exchange Act certain of the individual
defendants disposed of Oxford's common stock while the price of
that stock was artificially inflated by allegedly false and
misleading statements and omissions. The complaints seek
unspecified damages, attorneys' and experts' fees and costs, and
such other relief as the court deems proper.

The Company anticipates that additional class action complaints
containing similar allegations may be filed in the future.

On January 6, 1998, certain plaintiffs filed an application with
the Judicial Panel on Multidistrict Litigation ("JPML") to
transfer most of these actions for consolidated or coordinated
pretrial proceedings before Judge Charles L. Brieant of the
United States District Court for the Southern District of New
York. The Oxford defendants subsequently filed a similar
application with the JPML seeking the transfer of all of these
actions for consolidated or coordinated pretrial proceedings,
together with the shareholder derivative actions discussed
below, before Judge Brieant. On April 28, 1998, the JPML entered
an order transferring substantially all of these actions for
consolidated or coordinated pretrial proceedings, together with
the federal shareholder derivative actions discussed below,
before Judge Brieant.

On July 15, 1998, Judge Brieant appointed the Public Employees
Retirement Associates of Colorado ("ColPERA"), three individual
shareholders (the "Vogel plaintiffs") and The PBHG Funds, Inc.
("PBHG"), as co-lead plaintiffs and ColPERA's counsel (Grant &
Eisenhofer), the Vogel plaintiffs' counsel (Milberg Weiss Hynes
Lerach & Bershad), and PBHG's counsel (Chitwood & Harley), as
co-lead counsel. ColPERA appealed this decision. On October 15,
1998 the United States Court of Appeals for the Second Circuit
dismissed the appeal.

On October 2, 1998, the co-lead plaintiffs filed a consolidated
amended complaint ("Amended Complaint") in the securities class
actions. The Amended Complaint (which has since been further
amended by stipulation) names as defendants Oxford, Oxford
Health Plans (NY), Inc., KPMG LLP (which was Oxford's outside
independent auditor during 1996 and 1997) and several current or
former Oxford directors and officers (Stephen F. Wiggins,
William M. Sullivan, Andrew B. Cassidy, Brendan R. Shanahan,
Benjamin H. Safirstein, Robert M. Smoler, Robert B. Milligan,
David A. Finkel, Jeffery H. Boyd, and Thomas A. Travers). The
Amended Complaint purports to be brought on behalf of purchasers
of Oxford's common stock during the period from November 6, 1996
through December 9, 1997 ("Class Period"), purchasers of Oxford
call options or sellers of Oxford put options during the Class
Period and on behalf of persons who, during the Class Period,
purchased Oxford's securities contemporaneously with sales of
Oxford's securities by one or more of the individual defendants.
The Amended Complaint alleges that defendants violated Section
10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder
by making false and misleading statements and failing to
disclose certain allegedly material information regarding
changes in Oxford's computer system and the Company's
membership, enrollment, revenues, medical expenses and ability
to collect on its accounts receivable. The Amended Complaint
also asserts claims against the individual defendants alleging
"controlling person" liability under Section 20(a) of the
Exchange Act. The Amended complaint also alleges violations of
Section 20A of the Exchange Act by virtue of the individual
defendants' sales of shares of Oxford's common stock while the
price of that common stock was allegedly artificially inflated
by allegedly false and misleading statements and omissions. The
Amended Complaint seeks unspecified damages, attorneys' and
experts' fees and costs, and such other relief as the court
deems proper.

On December 18, 1998, Oxford and the individual defendants moved
to dismiss the Amended Complaint on the grounds that: (1)
plaintiffs have failed to allege with particularity, as required
by the Private Securities Litigation Reform Act of 1995 (the
"PSLRA") and Rule 9(b) of the Federal Rules of Civil Procedure,
that any of the defendants acted with scienter; (2) plaintiffs
cannot premise their securities fraud claims on allegations of
mismanagement; (3) plaintiffs have failed, as required by the
PSLRA and Rule 9(b), to specify the particular facts on which
they base their allegations on "information and belief"; (4)
none of the misstatements or omissions alleged in the Amended
Complaint are actionable under the federal securities law; (5)
the individual defendants cannot be liable under the federal
securities laws for alleged misstatements that they did not
make; (6) no basis exists for "controlling person" liability
under Section 20(a) of the Exchange Act; and (7) no basis exists
for illegal insider trading liability under Section 20A of the
Exchange Act. Briefing on the motion to dismiss was completed on
April 2, 1999 and oral arguments were held on April 28, 1999.

The State Board of Administration of Florida (the "SBAF") has
stipulated that, in the action brought by it individually (the
"SBAF Action"), it will be bound by the dismissal of any claims
it has that are asserted in the Amended Complaint. In addition,
the parties have stipulated, and Judge Brieant has ordered, that
SBAF may file an amended complaint ("Amended SBAF Complaint")
within thirty (30) days after Judge Brieant rules on Oxford's
and the individual defendants' motion to dismiss the class
actions. The Amended SBAF Complaint likely will assert claims
similar to those asserted in the Amended Complaint in the
purported class actions (see above). The Amended SBAF Complaint
may also assert claims against all of the defendants alleging:
(i) violations of Section 18(a) of the Exchange Act, by virtue
of alleged false and misleading information disseminated in the
10-K report Oxford filed for the year ended December 31, 1996;
(ii) violations of the Florida Blue Sky laws; and (iii) common
law fraud and negligent misrepresentation. The Amended SBAF
Complaint likely will seek unspecified damages, attorneys' and
experts' fees and costs, and such other relief as the court
deems proper. Defendants intend to move to dismiss the SBAF
Action, to the extent it includes claims not precluded by Judge
Brieant's decision on the motions to dismiss the Amended
Complaint. Pursuant to a stipulation so-ordered by Judge
Brieant, such a motion is to be filed within sixty days after
the later of either a ruling on Oxford's and the individual
defendants' motion to dismiss the securities class actions or
the serving upon Oxford of the Amended SBAF Complaint.

The outcomes of these actions cannot be predicted at this time,
although the Company believes that it and the individual
defendants have substantial defenses to the claims asserted and
intends to defend the actions vigorously.

Also, in the months following the October 27, 1997 decline in
the price per share of the Company's common stock, ten purported
shareholder derivative actions were commenced on behalf of the
Company in Connecticut Superior Court (the "Connecticut
derivative actions") and in the United States District Courts
for the Southern District of New York and the District of
Connecticut (the "federal derivative actions") against the
Company's directors and certain of its officers (and the Company
itself as a nominal defendant).

These derivative complaints generally alleged that defendants
breached their fiduciary obligations to the Company, mismanaged
the Company and wasted its assets in planning and implementing
certain changes to Oxford's computer system, by making
misrepresentations concerning the status of those changes in
Oxford's computer system, by failing to design and to implement
adequate financial controls and information systems for the
Company, and by making misrepresentations concerning Oxford's
membership enrollment, revenues, profits and medical costs in
Oxford's financial statements and other public representations.
The complaints further allege that certain of the defendants
breached their fiduciary obligations to the Company by disposing
of Oxford common stock while the price of that common stock was
artificially inflated by their alleged misstatements and
omissions. The complaints seek unspecified damages, attorneys'
and experts' fees and costs and such other relief as the court
deems proper. None of the plaintiffs has made a demand on the
Company's Board of Directors that Oxford pursue the causes of
action alleged in the complaint. Each complaint alleges that
plaintiff's duty to make such a demand was excused by the
directors' alleged conflict of interest with respect to the
matters alleged therein.

In March 1998, Oxford and certain of the individual defendants
moved to dismiss or, alternatively, to stay the Connecticut
derivative actions. Since then, the parties to the Connecticut
derivative actions have stipulated, under certain conditions, to
hold all pretrial proceedings in those actions in abeyance
during the pretrial proceedings in the federal derivative
actions, and to allow the plaintiffs in the Connecticut
derivative actions to participate to a limited extent in any
discovery that is ultimately ordered in the federal derivative
actions. Stipulations memorializing this agreement have been
entered in the Connecticut derivative actions. On February 19,
1999, Judge Brieant entered an order in the federal derivative
actions permitting the plaintiffs in the Connecticut derivative
actions to participate to a limited extent in any discovery that
ultimately occurs in the federal derivative actions.

In addition, on January 27, 1998, defendants filed an
application with the JPML to transfer the federal derivative
actions for consolidated or coordinated pretrial proceedings
before Judge Charles L. Brieant of the Southern District of New
York. On April 28, 1998, the JPML entered an order transferring
all of these actions for consolidated or coordinated pretrial
proceedings, together with the securities class actions
discussed above, before Judge Brieant.

The parties to the federal derivative actions have agreed to
suspend discovery in those actions until the filing of a
consolidated amended derivative complaint in those actions and
during the pendency of any motion to dismiss or to stay the
federal derivative actions or the securities class actions. A
stipulation memorializing this agreement, consolidating the
federal derivative actions under the caption In re Oxford Health
Plans, Inc. Derivative Litigation, MDL-1222-D, and appointing
lead counsel for the federal derivative plaintiffs, was entered
and so ordered by Judge Brieant on September 26, 1998.

On October 2, 1998, the federal derivative plaintiffs filed an
amended complaint. On January 29, 1999, the plaintiffs filed a
second amended derivative complaint (the "Amended Derivative
Complaint"). The Amended Derivative Complaint names as
defendants certain of Oxford's directors and a former director
(Stephen F. Wiggins, James B. Adamson, Robert B. Milligan, Fred
F. Nazem, Marcia J. Radosevich, Benjamin H. Safirstein and
Thomas A. Scully) and the Company's former auditors KPMG LLP,
together with the Company itself as a nominal defendant. The
Amended Derivative Complaint alleges that the individual
defendants breached their fiduciary obligations to the Company,
mismanaged the Company and wasted its assets in planning and
implementing certain changes to Oxford's computer system, by
making misrepresentations concerning the status of those changes
to Oxford's computer system, by failing to design and implement
adequate financial controls and information systems for the
Company and by making misrepresentations concerning Oxford's
membership, enrollment, revenues, profits and medical costs in
Oxford's financial statements and other public representations.
The Amended Derivative Complaint further alleges that certain of
the individual defendants breached their fiduciary obligations
to the Company by selling shares of Oxford common stock while
the price of the common stock was allegedly artificially
inflated by their alleged misstatements and omissions. The
Amended Derivative Complaint seeks declaratory relief,
unspecified damages, attorneys' and experts' fees and costs and
such other relief as the court deems proper. No demand has been
made upon the Company's Board of Directors that Oxford pursue
the causes of action alleged in the Amended Derivative
Complaint. The Amended Derivative Complaint alleges that the
federal derivative plaintiffs' duty to make such a demand was
excused by the individual defendants' alleged conflict of
interest with respect to the matters alleged therein.

On March 15, 1999, defendants moved to dismiss the Amended
Derivative Complaint. Pursuant to stipulations entered into and
filed by the parties and expected to be so ordered by Judge
Brieant, proceedings in the federal derivative actions are
stayed in all respects during the pendency of any motion to
dismiss those actions.

Although the outcome of the federal and Connecticut derivative
actions cannot be predicted at this time, the Company believes
that the defendants have substantial defenses to the claims
asserted in the complaints.

In addition, on March 30, 1998, Oxford received a demand for
arbitration from two physicians purporting to commence a class
action arbitration before the AAA in Connecticut against Oxford
alleging breach of contract and violation of the Connecticut
Unfair Insurance Practices Act. The outcome and settlement
prospects of the various arbitration proceedings cannot be
predicted at this time although the Company believes that it has
substantial defenses to the claims asserted and intends to
defend the arbitrations vigorously.

On May 19, 1997, Oxford was served with a purported "Class
Action Complaint" filed in the New York State Supreme Court, New
York County by two physicians and a medical association of five
physicians. Plaintiffs alleged that Oxford (i) failed to make
timely payments to plaintiffs for claims submitted for health
care services and (ii) improperly withheld from plaintiffs a
portion of plaintiffs' agreed compensation. Plaintiffs alleged
causes of action for common law fraud and deceit, negligent
misrepresentation, breach of fiduciary duty, breach of implied
covenants and breach of contract. The complaint sought an award
of an unspecified amount of compensatory and exemplary damages,
an accounting, and equitable relief.

On July 24, 1997, Oxford and plaintiffs reached a settlement in
principle of the class claims wherein Oxford agreed to pay, from
September 1, 1997 to January 1, 2000, interest at certain
specified rates to physicians who did not receive payments from
Oxford within certain specified time periods after submitting
"clean claims" (a term that was to be applied in a manner
consistent with certain industry guidelines).

Moreover, Oxford agreed to provide to plaintiffs' counsel, on a
confidential basis, certain financial information that Oxford
believed would demonstrate that Oxford acted within its
contractual rights in making decisions on payments withheld from
plaintiffs and members of the alleged class. The settlement in
principle provided that, if plaintiffs' counsel reasonably does
not agree with Oxford's belief in this regard, plaintiffs retain
the right to proceed individually (but not as a class) against
Oxford by way of arbitration. Oxford has supplied financial
information to plaintiffs' counsel and has exchanged draft
settlement papers with plaintiffs' counsel.

On May 18, 1998, a purported "Class Action Complaint" was
brought against Oxford and other un-named defendant plan
administrators filed in the United States District Court for the
Eastern District of New York by four plaintiffs who claim to be
beneficiaries of defendants' health insurance plans seeking
declaratory and other relief from defendants for alleged
wrongful denial of insurance coverage for the drug Viagra. On
September 8, 1998, Oxford moved to dismiss the complaint based
on plaintiffs' failure to exhaust their administrative remedies;
the outcome of this motion cannot be predicted this time.

On October 26, 1998, Complete Medical Care, P.C. ("CMC"), United
Medical Care, P.C. ("UMC"), Comprehensive Health Care Corp.
("CHC") and Oscar Fukilman, M.D. commenced actions in the
Supreme Court of the State of New York for New York County
against Oxford and certain of its officers. The complaints in
United Medical Care, P.C. v. Oxford Health Plans, Inc. et al.,
Index No. 605176/98, and Complete Medical Care, P.C. v. Oxford
Health Plans, Inc. et al., Index No. 605178/98, generally allege
that Oxford and the individual defendants: (i) breached, and
have announced their intention to breach, certain agreements
with CMC and UMC for the delivery of health care services to
certain of Oxford's members; (ii) breached an implied covenant
of good faith and fair dealing with UMC and CMC; (iii)
fraudulently induced CMC and UMC to enter into their respective
agreements with Oxford; (iv) tortiously interfered with CMC's
and UMC's current and prospective contractual relations with
certain physicians; and (v) defamed CMC and UMC. The complaints
each seek at least $165 million in damages, at least $500
million in punitive damages, unspecified interest, costs and
disbursements, and such other relief as the court deems proper.
The complaint in the Complete Medical Care action also alleges
that Oxford has unjustly enriched itself by withholding from CMC
certain funds to which CMC claims it is entitled, and seeks the
imposition of a constructive trust with respect to those funds.
The complaint in Oscar Fukilman, M.D. et al v. Oxford Health
Plans, Inc. et al., Index No. 604177/98, alleges that Oxford and
certain officers defamed, and conspired to defame, Dr. Fukilman
and CHC, and seeks at least $25 million in damages and
unspecified costs and disbursements and such other relief as the
court deems proper.

On January 8, 1999, defendants: (1) served an answer and
counterclaims in the Complete Medical Care case; (2) filed a
motion to compel arbitration and dismiss the United Medical Care
complaint; and (3) moved to dismiss the Fukilman v. Oxford
complaint.

Although the outcome of these actions cannot be predicted at
this time, the Company believes that it and the individual
defendants have substantial defenses to the claims asserted and
intends to defend the actions vigorously.

Oxford, like HMOs and health insurers generally, excludes
certain health care services from coverage under its POS, HMO,
PPO and other plans. In the ordinary course of business, the
Company is subject to legal claims asserted by its members for
damages arising from decisions to restrict reimbursement for
certain treatments. The loss of even one such claim, if it were
to result in a significant punitive damage award, could have a
material adverse effect on the Company's financial condition or
results of operations. In addition, the risk of potential
liability under punitive damages theories may significantly
increase the difficulty of obtaining reasonable settlements of
coverage claims. The financial and operational impact that such
evolving theories of recovery may have on the managed care
industry generally, or Oxford in particular, is presently
unknown.


PHAR MOR INC.: Awarded $1.1 Million in Brand-Name Antitrust Case
----------------------------------------------------------------
The company received $1.1 million in connection with a partial
settlement of certain Brand-Name Prescription Drug Antitrust
Litigation. This class action suit was brought by certain drug
retailers, including PHAR MOR INC as a member of the class,
against certain name-brand drug manufacturers and wholesalers
pertaining to purchases made by the Company from these suppliers
during the period from October 1, 1989 to December 31, 1994.

Additional income may be received by the Company in the future
as a result of this pending class action; however, the amount of
additional income and timing of payments related thereto, if
any, is not presently determinable.


PHILIP MORRIS: Hagens Berman Files Complaint in Arizona
-------------------------------------------------------
A new class action lawsuit filed against Philip Morris claims
"light" cigarettes are as potent and dangerous as regular
cigarettes, and that the company has tricked consumers -- many
of them teenagers -- into believing these "low yield" cigarettes
are healthier. Internal memos quoted in the suit suggest that
Philip Morris has known for decades that "light" cigarettes
offer no health benefits, but the company continues to mount
advertising campaigns claiming the products expose smokers to
less tar and nicotine.

The lawsuit was filed May 13 in Arizona's Maricopa County
Superior Court by plaintiffs Julie Cocca, Lee Rappleyea, and
Nancy Stinnett, represented by attorney Steve Berman of Hagens
Berman & Mitchell. The lawsuit seeks class action status for all
"light" and "ultra-light" cigarette consumers in the state of
Arizona. The plaintiffs allege they switched to light cigarettes
believing they were less dangerous and delivered less nicotine
and tar than regular cigarettes. According to Berman, Philip
Morris violated the Arizona Consumer Fraud Act with misleading
advertising containing implied health benefits, then unlawfully
profited from booming "light" cigarette sales at the expense of
plaintiffs' health.

Philip Morris' own research documents show that cigarette and
filter designs -- not tobacco chemistry -- differentiate "light"
or "low yield" cigarettes from regular cigarettes. According to
Berman, Philip Morris deliberately designed "light" cigarettes
to produce less tar and nicotine on Federal Trade Commission
(FTC) smoke testing machines than in the hands and mouths of
human smokers.

"Philip Morris knew they had to design light cigarettes to
deliver as much nicotine as regular cigarettes or they would
wean their fastest-growing market off the drug," said Berman,
who recently represented Arizona in the Attorney General's
lawsuit against Big Tobacco. "Evidence we uncovered in the
Arizona state suit shows that tobacco companies knew the designs
were deceptive, and that FTC tar and nicotine ratings published
in ads were false, but they never communicated this to
consumers. When you compare this evidence with the health claims
Philip Morris is still making in light cigarette advertising
today, it's blatantly deceptive behavior," said Berman. Berman
also claims the industry recognizes "light" cigarettes as
particularly effective for encouraging adolescents to smoke. A
Philip Morris document Berman uncovered during the Arizona state
suit states, "As low-yield brands become more popular among
adults (given that they may) modeling behavior may lead
adolescents to smoke them as well. Furthermore, such brands may
become considered `safer,' thus leading teenagers to pay less
attention to public health campaigns designed to encourage
initiation."

The lawsuit also refers to "compensation," a smoking phenomenon
virtually unknown to the public. Philip Morris' own research
cited in the suit finds that smokers typically have daily
nicotine intake quotas and compensate for "light" cigarette
designs by smoking more often and inhaling more deeply to get
the drug their bodies crave.

In addition to damages for consumers, the class action demands
public health action from Philip Morris, including funding a
corrective public education campaign on "light" cigarettes, and
smoking cessation programs in the state of Arizona. If
successful, the suit will also force Philip Morris to publicly
disclose all research and findings on "light" cigarettes and
stop marketing these tobacco products as "light" or "ultra
light."

For more details, call Steve Berman at 206-623-7292 or Steve
Mitchell at 602-219-3946.


SUNBEAM CORP.: Updates on Florida, Delaware & Texas Litigation
--------------------------------------------------------------
On April 23, 1998, two class action lawsuits were filed on
behalf of purchasers of the Company's common stock in the U.S.
District Court for the Southern District of Florida against the
Company and some of its present and former directors and former
officers alleging violations of the federal securities laws as
discussed below (the "Consolidated Federal Actions"). After that
date, approximately fifteen similar class actions were filed in
the same Court. One of the lawsuits also named as defendant
Arthur Andersen, the Company's independent accountants for the
period covered by the lawsuit.

On June 16, 1998, the Court entered an Order consolidating all
these suits and all similar class actions subsequently filed and
providing time periods for the filing of a consolidated amended
complaint and defendants' response thereto. On June 22, 1998,
two groups of plaintiffs made motions to be appointed lead
plaintiffs and to have their selection of counsel approved as
lead counsel. On July 20, 1998, the Court entered an Order
appointing lead plaintiffs and lead counsel. This Order also
stated that it "shall apply to all subsequently filed actions
which are consolidated herewith." On August 28, 1998, plaintiffs
in one of the subsequently filed actions filed an objection to
having their action consolidated pursuant to the June 16, 1998
Order, arguing that the class period in their action differs
from the class periods in the originally filed consolidated
actions. On December 9, 1998, the Court entered an Order
overruling plaintiffs' objections and affirming its prior Order
appointing lead plaintiffs and lead counsel.

On January 6, 1999, plaintiffs filed a consolidated amended
class action complaint against the Company, some of its present
and former directors and former officers, and Arthur Andersen.
The consolidated amended class action complaint alleges that, in
violation of section 10(b) of the Exchange Act and SEC Rule 10b-
5, defendants made material misrepresentations and omissions
regarding the Company's business operations, future prospects
and anticipated earnings per share, in an effort to artificially
inflate the price of the common stock and call options, and
that, in violation of section 20(a) of the Exchange Act, the
individual defendants exercised influence and control over the
Company, causing the Company to make material misrepresentations
and omissions. The consolidated amended complaint seeks an
unspecified award of money damages. On February 5, 1999,
plaintiffs moved for an order certifying a class consisting of
all persons and entities who purchased Sunbeam common stock or
who purchased call options or sold put options with respect to
Sunbeam common stock during the period April 23, 1997 through
June 30, 1998, excluding the defendants, their affiliates, and
employees of Sunbeam. Defendants' have filed a response to the
motion for class certification. On March 8, 1999, all defendants
who had been served with the consolidated amended class action
complaint moved to dismiss it. Under the Private Securities
Litigation Reform Act of 1995, all discovery in the consolidated
action is stayed pending resolution of the motions to dismiss.

On April 7, 1998, a purported derivative action was filed in the
Circuit Court for the Fifteenth Judicial Circuit in and for Palm
Beach County, Florida against the Company and some of its
present and former directors and former officers. The action
alleged that the individual defendants breached their fiduciary
duties and wasted corporate assets when the Company granted
stock options at an exercise price of $36.85 to three of its
officers and directors (who were subsequently terminated) on or
about February 2, 1998. On June 25, 1998, all defendants filed a
motion to dismiss the complaint for failure to make a presuit
demand on Sunbeam's Board of Directors. On October 22, 1998, the
plaintiff amended the complaint against all but one of the
defendants named in the original complaint. On February 19,
1999, plaintiff filed a second amended derivative complaint
nominally on behalf of Sunbeam against some of its present and
former directors and former officers and Arthur Andersen. The
second amended complaint alleges, among other things, that
Messrs. Dunlap and Kersh (the Company's former Chairman and
Chief Executive Officer and Chief Financial Officer,
respectively) caused Sunbeam to employ fraudulent accounting
procedures in order to enable them to secure new employment
contracts, and seeks an award of damages and other declaratory
and equitable relief. The plaintiff has agreed that defendants
need not respond to the second amended complaint until May 14,
1999. As described below, the Company and the plaintiff have
moved the Court for injunctive relief against Messrs. Dunlap and
Kersh with respect to the arbitration action brought by them.

On June 25, 1998, four purported class actions were filed in the
Court of Chancery of the State of Delaware in New Castle County
by minority shareholders of Coleman against Coleman, the Company
and some of the Company's and Coleman's present and former
officers and directors. An additional class action was filed on
August 10, 1998, against the same parties. The complaints in
these class actions allege, in essence, that the existing
exchange ratio for the proposed Coleman merger is no longer fair
to Coleman public shareholders as a result of the decline in the
market value of the common stock. On October 21, 1998, the
Company announced that it had entered into a Memorandum of
Understanding to settle, subject to court approval, the class
actions. Under the terms of the proposed settlement, if approved
by the Court the Company will issue to the Coleman public
shareholders and plaintiff's counsel in this action, warrants to
purchase up to approximately 4.98 million shares of the
Company's common stock at a cash exercise price of $7 per share,
subject to certain antidilution provisions. These warrants will
generally have the same terms as the warrant issued to an
affiliate of M&F and will be issued when the Coleman merger is
consummated, which is now expected to occur during the second
half of 1999. Issuance of these warrants will be accounted for
as additional purchase consideration. There can be no assurance
that the Court will approve the settlement as proposed.

During the months of August and October 1998, purported class
action and derivative lawsuits were filed in the Court of
Chancery of the State of Delaware in New Castle County and in
the U.S. District Court for the Southern District of Florida by
shareholders of the Company against the Company, M&F and certain
of the Company's present and former directors. These complaints
allege that the defendants breached their fiduciary duties when
the Company entered into a settlement agreement whereby M&F and
its affiliates released the Company from certain claims they may
have had arising out of the Company's acquisition of M&F's
interest in Coleman, and M&F agreed to provide management
support to the Company. Under the settlement agreement, M&F was
granted a five-year warrant to purchase up to an additional 23
million shares of common stock at an exercise price of $7 per
share, subject to certain antidilution provisions. The
plaintiffs have requested an injunction against issuance of
stock to M&F pursuant to the exercise of the warrants and
unspecified money damages. These complaints also allege that the
rights of the public shareholders have been compromised, as the
settlement would normally require shareholders' approval under
the rules and regulations of the NYSE. The Audit Committee of
the Company's Board of Directors determined that obtaining such
shareholders' approval would have seriously jeopardized the
financial viability of the Company, which is an allowable
exception to the NYSE shareholder approval requirements. By
Order of the Court of Chancery dated January 7, 1999, the
derivative actions filed in that Court were consolidated and the
Company has moved to dismiss such action. The action filed in
the U.S. District Court for the Southern District of Florida has
been dismissed.

On September 16, 1998, an action was filed in the 56th Judicial
District Court of Galveston County, Texas alleging various
claims in violation of the Texas Securities Act and Texas
Business & Commercial Code as well as common law fraud as a
result of the Company's alleged misstatements and omissions
regarding the Company's financial condition and prospects during
a period beginning May 1, 1998 and ending June 16, 1998, in
which the plaintiffs engaged in transactions in the Company's
common stock. The Company is the only named defendant in this
action. The complaint requests recovery of compensatory damages,
punitive damages and expenses in an unspecified amount. This
action was removed to the U.S. District Court for the Southern
District of Texas and, subsequently has been transferred to the
Southern District of Florida, the forum for the Consolidated
Federal Actions.

On October 30, 1998, a class action lawsuit was filed on behalf
of certain purchasers of the Debentures in the U.S. District
Court of the Southern District of Florida against the Company
and some of the Company's former officers and directors,
alleging violations of the federal securities laws and common
law fraud. The complaint alleges that the Company's offering
memorandum used for the marketing of the Debentures contained
false and misleading information regarding the Company's
financial position and that the defendants engaged in a plan to
inflate the Company's earnings for the purpose of defrauding the
plaintiffs and others. This action has been transferred to the
Southern District of Florida, the forum for the Consolidated
Federal Actions, and the parties have negotiated a proposed
coordination plan in order to coordinate proceedings in this
action with those in the Consolidated Federal Actions.

The Company has been named as a defendant in an action filed in
the District Court of Tarrant County, Texas, 48th Judicial
District, on November 20, 1998 which was served on the Company
through the Secretary of State of Texas on January 15, 1999. The
plaintiffs in this action are purchasers of the Debentures. The
plaintiffs allege that the Company violated the Texas Securities
Act and the Texas Business & Commercial Code and committed state
common law fraud by materially misstating the financial position
of the Company in connection with the offering and sale of the
Debentures. The complaint seeks rescission, as well as
compensatory and exemplary damages in an unspecified amount. The
Company specially appeared to assert an objection to the Texas
Court's exercise of personal jurisdiction over the Company, and
a hearing on this objection was held on April 15, 1999. The
Court has issued a letter ruling advising the parties that it
would grant the Company's special appearance and sustain the
challenge to personal jurisdiction. The plaintiffs have moved
for reconsideration of this decision. Plaintiffs had also moved
for partial summary judgment on their Texas Securities Act
claims, but, in light of the Court's decision on the special
appearance, the hearing on the summary judgment motion has been
cancelled.

On April 12, 1999, a class action lawsuit was filed in the U.S.
District Court for the Southern District of Florida. The lawsuit
was filed on behalf of persons who purchased Debentures during
the period of March 20, 1998 through June 30, 1998, inclusive,
but after the initial offering of such Debentures. The complaint
asserts that Sunbeam made material omissions and
misrepresentations that had the effect of inflating the market
price of the Debentures. The complaint names as defendants the
Company, its former auditor, Arthur Andersen and two former
Sunbeam officers, Messrs. Dunlap and Kersh. The plaintiff is an
institution which allegedly acquired in excess of $150,000,000
face amount of the Debentures and now seeks unspecified money
damages. The Company was served on April 16, 1999 in connection
with this pending lawsuit. The Company will advise the Court of
the pending Consolidated Federal Actions and request transfer of
this action.


WEYERHAEUSER CO.: Hardboard Siding Cases Proceed on West Coast
--------------------------------------------------------------
In June 1998, a lawsuit was filed against the company in
Superior Court, San Francisco County, California, on behalf of a
purported class of individuals and entities that own property in
the United States on which exterior hardboard siding
manufactured by WEYERHAEUSER CO. has been installed since 1981.
The action alleges the company manufactured and distributed
defective hardboard siding, breached express warranties and
consumer protection statutes and failed to disclose to consumers
the alleged defective nature of its hardboard siding. The action
seeks compensatory and punitive damages, costs and reasonable
attorney fees. In December 1998, the complaint was amended
narrowing the purported class to individuals and entities in the
state of California. In February 1999, the court entered an
order certifying the class. The company has filed an appeal and
the Court of Appeals has issued a stay of the certification
decision pending its review.

In September 1998, a lawsuit purporting to be a class action
involving hardboard siding was filed against the company in
Superior Court, King County, Washington. The complaint was
amended, in January 1999, to allege a class consisting of
individuals and entities that own homes or other structures in
the United States on which exterior hardboard siding
manufactured by the company at its former Klamath Falls, Oregon,
facility has been installed since January 1981. The amended
complaint alleges the company manufactured defective hardboard
siding, engaged in unfair trade practices and failed to disclose
to customers the alleged defective nature of its hardboard
siding. The amended complaint seeks compensatory damages,
punitive or treble damages, restitution, attorney fees, costs of
the suit and such other relief as may be appropriate.

The company is a defendant in approximately 25 other hardboard
siding cases, two of which purport to be statewide class actions
on behalf of owners of property in Iowa and Oregon that contain
the company's hardboard siding.



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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 Creditors' Service, Inc., Princeton, NJ, and Beard
Group, Inc., Washington, DC. Peter A. Chapman, Editor.

Copyright 1999. All rights reserved. ISSN XXXX-XXXX.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers. Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

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e-mail. Additional e-mail subscriptions for members of the same
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are $25 each. For subscription information, contact Christopher
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