CAR_Public/990601.MBX              C L A S S   A C T I O N   R E P O R T E R

               Tuesday, June 1, 1999, Vol. 1, No. 83

                            Headlines

ADVANCED LIGHTING: Trinko Firm Files Complaint in Ohio
ALLIED PRODUCTS: Wechsler Harwood Files Complaint in Illinois
AMERICAN AIRLINES: Consumers Join Accusations of Unfair Pricing
CENTENNIAL TECHNOLOGIES: Judge Approves, Stock Distribution On
COCA-COLA: Asks Judge to Deny Black Employees Class Status

HOLOCAUST SURVIVORS: Victims & Families Conference Seeks Justice
HORIZON PHARMACIES: Day Edwards Files Complaint in Texas
IRIDIUM WORLD: Johnson Firm Complains About Secondary Offering
KOHLBERG KRAVIS: Judge Rules Settlement Isn't Worth Atty. Fees
NEW YORK: Out-of-State Commuters Object to Locals' Tax Exemption

PEDIATRIC SERVICES: Stock Declines, Shareholders Sue in Georgia
PERITUS SOFTWARE: Moved to Dismiss Consolidated Complaint
POLYPHASE CORP.: Awaiting Dismissal or Amended Complaint
PRISON REALTY: Milberg Weiss Files Complaint in Tennessee
PROTECTION ONE: Rabin & Peckel File Complaint in California

STEPHAN CO.: Profit Overstatement Draws Securities Litigation
TAVA TECHNOLOGIES: Shareholders Object to Real Software Deal
VITAMIN LITIGATION: Price-Fixing Admissions Attract Civil Suits


                            *********


ADVANCED LIGHTING: Trinko Firm Files Complaint in Ohio
------------------------------------------------------
The Law Offices of Curtis V. Trinko, LLP filed on May 27, 1999,
a class action in the United States District Court for the
Northern District of Ohio on behalf of purchasers of Advanced
Lighting Technologies Inc. (Nasdaq: ADLT - news) publicly traded
securities during the period between Dec. 30, 1997 and Sept. 30,
1998. The complaint charges Advanced Lighting and its CEO, Wayne
R. Hellman ("Hellman"), with violations of the Securities
Exchange Act of 1934.

The complaint alleges that defendants' false and misleading
statements concerning i) strong sales of Advanced Lighting's
existing metal halide lighting products; ii) the strong
continuing growth of the metal halide market for the next
several years, which should result in 40% EPS growth for
Advanced Lighting during 1998-1999; and iii) the Company's false
financial results, allowed Advanced Lighting to raise $100
million in a debt offering on March 13, 1998, and inflated its
stock to a Class Period high of $29-15/16. Defendant Hellman
took advantage of this inflated price by using Advanced Lighting
shares as collateral to secure a loan for over $12 million.

On September 30, 1998, Advanced Lighting revealed that, due to
weak demand, its financial results were going to be much worse
than had been predicted and its stock fell in one day to $7-1/2,
a 75% drop from its high of $29-15/16.

For more information, contact Curtis V. Trinko, Esq. at 212-490-
9550 or write ctrinko@trinko.com via email.


ALLIED PRODUCTS: Wechsler Harwood Files Complaint in Illinois
-------------------------------------------------------------
On May 28, 1999, Wechsler Harwood Halebian & Feffer LLP, filed a
securities class action lawsuit in the United States District
Court for the Northern District of Illinois against Allied
Products Corporation (NYSE: ADP) and certain of its officers and
directors on behalf of all persons who purchased or otherwise
acquired shares of Allied common stock at artificially inflated
prices between February 6, 1997 and March 11, 1999.

The complaint alleges that defendants violated the federal
securities laws (Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934) by misrepresenting or failing to disclose
material information about Allied's results of operations,
financial condition, weaknesses in its financial internal
controls, accounting for long-term construction contracts and
employee stock option compensation expense. The complaint
alleges that defendants issued false and misleading press
releases and financial statements for the year ended 1996 and
all interim and annual statements for 1997 and 1998.

In particular, plaintiff alleges that defendants (a) failed to
disclose that they were overstating Allied's reported profits
by, among other things, inflating reported earnings through
improperly recognizing profits associated with long-term
construction contracts, and (b) failing to disclose that the
Company had long since lost control over estimating construction
costs, and accounting for employee stock option compensation
expense. As a result of defendants' false and misleading
statements and material omissions, the price of Allied's stock
was artificially inflated, such that persons who purchased or
otherwise acquired common stock were damaged by overpaying for
the stock.

On March 11, 1999, the Company announced that it anticipated a
staggering $23 million loss for 1998, and that it would restate
its annual reports for 1997 and 1996, and all quarterly reports
issued in 1998 and 1997. The Company also announced that it was
in the process of amending its debt agreements to comply with
debt covenants, and that it would be unable to file its 1998
Annual Report on Form 10-K for "several weeks." On March 11,
1999, the price of Allied's stock closed at $3.688 per share,
down from a high of $26.688 per share.

To learn more, contact Robert I. Harwood, Esq., Jeffrey M.
Haber, Esq. or Frederick W. Gerkens, III at jhaber@whhf.com or
fgerkens@whhf.com or call 877-935-7400.


AMERICAN AIRLINES: Consumers Join Accusations of Unfair Pricing
---------------------------------------------------------------
Airline consumers and their lawyers are lining up quickly behind
the U.S. Justice Department in antitrust cases against American
Airlines. So far, five lawsuits on behalf of consumers have been
filed in U.S. District Court in Wichita. The latest lawsuits --
like the government's -- accuse American Airlines of cutting its
fares below normal levels to drive smaller airlines off of
Dallas Fort-Worth routes. American then raised its fares to
unreasonable levels after the competitors left, the lawsuits
allege.

Lawyers representing the consumers say the government has a
strong case. "The proof in the pudding is what American Airlines
does after they drive somebody out," said Bruce Keplinger, an
Overland Park attorney representing consumers in two of the
lawsuits. Lawyers are seeking class-action status for the
lawsuits, which likely will be consolidated into a single suit
to recover monetary damages for any consumers affected by
American's alleged activities.

The government's lawsuit cannot seek fines or collect monetary
damages. Rather, it asks the court to prevent the airline from
engaging in allegedly predatory behavior.

Wichita lawyer Mark Hutton, who was involved in the breast-
implant class-action lawsuit against Dow Corning Corp., is
representing six Wichitans in one of the consumer lawsuits.
Hutton said multiple class-action lawsuits typically are filed
after the Justice Department accuses a company of wrongdoing,
but it's unusual for such a high-profile series of suits to be
filed in Wichita.

One of the examples cited in the lawsuits is the competition
between American and Mission-based Vanguard Airlines on Wichita-
Dallas routes. The government said it filed its lawsuit in
Wichita because American's actions here demonstrate its case
well. Vanguard halted Wichita-Dallas service in December 1996
after American lowered fares and reinstated jet service on its
routes. American raised its fares after Vanguard left.

American denies wrongdoing and contends it was merely doing what
was necessary to compete. "Ultimately, we need to remember
everything we've done is well within the laws and well within
established practices," said Chris Chiames, spokesman for
American. He said the airline is confident it will prevail in
the government case and the class-action lawsuits.

Hutton and lawyers representing other consumers think more
lawsuits will be filed against American. (THE WICHITA EAGLE; May
28, 1999)


CENTENNIAL TECHNOLOGIES: Judge Approves, Stock Distribution On
--------------------------------------------------------------
Centennial Technologies, Inc. (OTC:CENL) announced today that
the United States District Court for the District of
Massachusetts has entered an order adopting the analysis of
shareholder claims prepared by counsel for the plaintiffs in the
Centennial class action litigation. This court order paves the
way for Centennial to make the final distribution of 4,784,083
shares of Centennial common stock to those shareholders whose
claims have been allowed. The Company expects to mail share
certificates directly to these claimants in mid-June.
Plaintiffs' counsel will mail the cash proceeds of the
settlement to these claimants separately.

The settlement agreement between Centennial and the class action
plaintiffs became effective on July 20, 1998. Since then,
Centennial has been awaiting the final approval of submitted
claims in order to issue these shares to the class action
plaintiffs. As part of the settlement, the Company made an
initial distribution on July 20, 1998 of 2,050,321 shares of
Centennial stock to counsel who represent the claimants.

"We are obviously pleased to close this chapter on Centennial's
past, and are excited by what we see ahead," said Donald R.
Peck, Centennial's Secretary, Treasurer and General Counsel.
"Centennial has a new senior management team, a positive bottom
line, no debt, a strong product line and many loyal and
satisfied customers. Furthermore, the Company hopes to return
its stock to an organized exchange after a shareholder vote on a
proposed reverse stock split at its upcoming annual meeting."

Centennial Technologies, Inc. provides custom and industry
standard PC Cards for original equipment manufacturers. The
Company's headquarters and ISO 9001 certified engineering and
manufacturing facility is located in the Boston, Massachusetts
area, with sales and services offices in California, North
Carolina, Indiana and Pennsylvania. The Company's international
sales and service operations are headquartered in the United
Kingdom.


COCA-COLA: Asks Judge to Deny Black Employees Class Status
----------------------------------------------------------
Trying to stop 1,500 black employees from being included in a
discrimination lawsuit, Coca-Cola Co. on Friday asked a federal
judge to deny the suit class-action status.

According to the Associated Press, four black employees sued the
soft-drink giant last month, saying Coca-Cola discriminates
against blacks in pay, promotions, performance evaluations and
firings. The company denies the allegations. The plaintiffs are
seeking class-action status for the suit, which would add as
plaintiffs all 1,500 salaried black employees who work for the
company nationwide.

AP reports that Coke's attorneys filed a motion Friday asking
U.S. District Judge Richard Story to dismiss any class-action
claims. "Despite ... general references to discriminatory
practices, the named plaintiffs' and prospective class members'
claims have virtually no commonality, other than the race of
their proponents," the motion said. (AP Online; 05/28/99)


HOLOCAUST SURVIVORS: Victims & Families Conference Seeks Justice
----------------------------------------------------------------
An estimated 120 Holocaust survivors and their families gathered
at the Northwestern University School of Law this week to hear
the latest on litigation aimed at redressing injustices suffered
more than 50 years ago.

Top attorneys, experts and historians from around the country
attending Wednesday's day-long Holocaust-Era Assets Conference"
at the school explained different types of recently filed class-
action lawsuits and how survivors and their heirs can be
involved in them. Most important for those who attended,
speakers attempted to answer two frustrating questions: is the
outcome of such matters going to be too little, too late for
many members of an aging survivor population, and why is such
litigation only now a reality so many years after the war?

This whole thing makes me nervous," said Illinois Department of
Professional Regulation attorney Helene Hoffman, whose parents
are Holocaust survivors. My parents are in their late 70s, and
so many of their friends are dying that I just feel like this is
a last-gasp attempt to help the survivors.

I am happy about the litigation, but as a lawyer I also realize
it can take years," Hoffman said. For the survivors it's not
about the getting the money, but the acknowledgement that wrong
was done to them."

Hoffman said her Jewish Czech-born parents, Gitta and Martin
Hoffman, both survived labor camps in Germany. Her mother was
forced to work 12 hours a day to manufacture hand grenades,
while her father made cement in one factory and in another
cleaned bricks from the Jewish ghettos for reuse elsewhere, she
said. The Hoffmans have filled out paperwork to become a part of
slave labor litigation which has been filed against more than 20
German companies who do business in the U.S., and to be parties
in litigation against a host of German insurers over unpaid
insurance claims dating back to the Holocaust.

Gitta Hoffman still holds a dowry insurance policy which was to
be collected when she turned 20 years old in 1945, said her
daughter. Gitta Hoffman left the policy papers with a non-Jewish
neighbor, and recovered the paperwork from the same neighbor
after the war. Despite her attempts to cash in the policy, it
has not been paid.

Undeniable documentation of the slave-labor experience is
unfortunately more difficult to provide, said Helene Hoffman.
The only proof her parents have is in the form of other
eyewitnesses from the camps, or the possibility that Nazi or
company records might show how they used workers as slave labor,
she said.

Hoffman's parents were part of an estimated 7.5 million people
used as slave or forced German industrial labor between 1941 and
1945, according to Northwestern University history Professor
Peter Hayes. Some of those laborers were Jewish concentration
camp workers or ghetto residents, and a great majority of them
were prisoners of war from Poland or the Czech Republic, he
said.

Hayes said meticulously kept records often show how the
companies paid the German Secret Service money to lease" slave
labor for a price one-fourth of what it would have cost to pay
normal civilian workers. The workers were then kept in
deplorable conditions with little food, shelter, clothing or
sleep, he said. When they could no longer perform the work, they
were sent to concentration camps for extermination.

Attorney Joseph D. Ament of the Chicago law firm of Much,
Shelist, Freed, Denenberg, Ament, Bell & Rubenstein P.C. has
spearheaded slave-labor litigation along with Michael Hausfeld
of the east coast law firm of Cohen, Milstein, Hausfeld & Toll.
Ament said they have filed class-action lawsuits against more
than 20 companies including Ford Motor Co., Siemens, Volkswagen,
Bayer, BASF, BMW, Bosch, Degussa Corp., Daimler-Benz, Diehl
Stiftung, Heinkel, Hoechst, Philipp Holzmann, Krupp, Man,
Mannesman and Steyr-Daimler-Puch.

The lawsuits are pending in California, Wisconsin, Indiana, New
York and New Jersey, said Ament. There has been an effort on the
part of the German companies and the German government to
achieve a settlement in the litigation by September, but
negotiations are continuing, he said.

Ament explained at the conference that several factors had
delayed the filing of slave-labor and insurance-claim lawsuits.
The London Debt Agreement of 1953 deferred all claims against
German businesses until the post-war economic crises and threat
of communism in Germany had ended, said Ament. The agreement
ceased with the reunification of Germany, but further delay was
occasioned by litigation in the German courts over the past few
years, he said.

Irit Tamir, senior program coordinator for the Jewish Community
Relations Council of the Jewish United Fund of Metropolitan
Chicago, which co-hosted the conference, cited a combination of
additional reasons why retrieving Holocaust assets has become an
important issue more than five decades after the end of World
War II.

First, survivors immediately after the war were not consumed by
getting back their possessions or assets, but thankful to be
alive, said Tamir. Second, the return of looted assets was
quickly dropped as a priority by the allied nations after the
war because the Cold War came into being and eastern block
countries became our enemies." Third, the fall of the Soviet
Union meant a number of files and documents which could aid in
the claims process became declassified. Lastly, the number of
survivors is beginning to dwindle due to their age, and there is
a need to resolve things before the millennium.

We're only now beginning to realize that World War II was not
only the biggest genocide, but the biggest theft that ever was,"
said Tamir. I think there's a need to resolve this with the
millennium approaching."

Holocaust survivor Samuel Cin, 70, of Skokie, said he hopes to
take part in and see some results from slave-labor litigation.

I'd like to see a little right like anyone else. What are they
plaintiffs waiting for, me to drop dead? I'd like to see some
results before then," said Cin.

Cin said he worked in a labor camp for the IG Farben company
producing nerve gas, he said. He said he remembers inhaling the
gas on many occasions, the horrible conditions he survived, and
injuries he sustained at the hands of Nazi soldiers.

A drunk officer came in one night and split my head open with
the butt of a rifle," said Cin. Sometimes I still get headaches
from it, and I still feel that rifle coming down."

One area of Holocaust litigation which has achieved resolution
involves Swiss banks that withheld money from the families of
those killed in the Holocaust, laundered property stolen by the
Nazis, and provided the Nazi effort with cash for gold looted
from other countries, according to New York University Law
School professor and attorney Burt Neuborne.

Swiss banks, Jewish groups and Holocaust survivors came to an
agreement in August 1998 in which the banks agreed to pay $ 1.25
billion. Neuborne will meet June 1 with a judge in the U.S.
District Court for the Eastern District of New York to discuss
how to speed up the distribution of the money. Recommendations
have yet to be made as to how the settlement should be
allocated.

The Swiss settlement makes it possible to think seriously about
slave labor and insurance and genocide lawsuits," said Neuborne.
We're using the Swiss case as a pilot to learn how to do this as
quickly as we can. The lawyers who work on these cases are
haunted by how old the surviving generation is." (Chicago Daily
Law Bulletin; May 27, 1999)


HORIZON PHARMACIES: Day Edwards Files Complaint in Texas
--------------------------------------------------------
Day Edwards Federman Propester & Christensen, P.C., filed a
class action lawsuit against HORIZON Pharmacies, Inc. (Amex:
HZP) to recover losses suffered by investors from August 14,
1998 through March 3, 1999. The complaint accuses the Company of
violating the federal securities laws by misrepresenting its
technology and financial situation. When HORIZON finally
revealed the deficiencies with its technology in March of 1999,
the share price plummeted.

According to the Complaint, HORIZON and its top executives
painted an excessively positive picture of the Company to public
investors by deliberately withholding facts or making false and
misleading statements about HORIZON. The Complaint
particularizes how HORIZON and its management violated the
Securities Exchange Act of 1934 and specifies the Company's
false statements and omission of material facts. The Complaint
was filed in the United States District Court for the Northern
District of Texas.

For more information, contact William B. Federman at 405-239-
2121, extension 103, or at wfederman@oklawyer.com via email.


IRIDIUM WORLD: Johnson Firm Complains About Secondary Offering
--------------------------------------------------------------
The Law Offices of Dennis J. Johnson filed a class action
lawsuit on behalf of all persons who purchased the common stock
of Iridium World Communications, Inc. (Nasdaq:IRID), in
connection with Iridium's January 21, 1999 Secondary Offering,
or those who purchased Iridium common stock in the open market
between January 21, 1999 through May 13, 1999 and who trace
their shares back to the Offering.

The complaint alleges that the Final Prospectus and Registration
Statement used in Iridium's Secondary Offering contained
materially false and misleading statements and omitted to
disclose material facts concerning, among other things: (i) the
market for the Company's satellite system; (ii) the state of the
Company's distribution network; and (iii) the Company's
financial condition and future business prospects.

To learn more, contact: Dennis J. Johnson, Esq. or Jacob B.
Perkinson, Esq. at 888-459-7855 or at LODJJ@aol.com via email.


KOHLBERG KRAVIS: Judge Rules Settlement Isn't Worth Atty. Fees
--------------------------------------------------------------
A New York federal judge has rejected a shareholder class action
settlement and request for $ 200,000 in plaintiffs' attorney
fees, calling the deal virtually worthless to shareholders.

The case stemmed from the 1998 purchase of London insurance
broker Willis Corroon Group P.L.C. by an investor group led by
Kohlberg Kravis Roberts & Co. (KKR). The settlement assured
shareholders access to a bank report on the fairness of the
transaction but offered "nothing of real value," U.S. District
Judge Shira Scheindlin wrote in Polar International Brokerage
Corp. v. John Reeve, No. 98 Civ. 6915. She wrote that the public
interest is not served by "approving settlements that provide
quick, easy money to plaintiffs' attorneys and nothing to
shareholders."

"A practice of rubber stamping settlements of dubious merit that
give attorneys significant fee awards but do not require
defendants to contribute anything will, in the long run,
encourage the filing of more frivolous suits," the judge wrote.

The plaintiffs, led by Polar International Brokerage Corp.,
claimed that KKR and some Willis Corroon Group officers and
directors conspired to reach a "grossly inadequate price" for
the brokerage and made the officers' and directors' interests
paramount. The parties reported settling the month after the
suit was filed. The deal offered no money to 5,900 class
members, only access to a "fairness opinion" on the sale by
Deutsche Bank London. In return, the class would release all
claims. The plaintiffs asked for $200,000 in attorney fees.

In a 34-page ruling, Judge Scheindlin said that shareholders are
"better off retaining their legal rights to maintain suit rather
than accepting settlement." She questioned the haste with which
the deal was reached and wondered whether plaintiffs' lawyers
had investigated the case adequately.

The settlement has "earmarks of a non-arm's length, 'politely'
collusive settlement: one providing a nonpecuniary benefit of
very little value to shareholders and a fairly substantial award
of attorney fees to plaintiffs' counsel for a modest amount of
work," she wrote. Plaintiffs' attorney Samuel P. Sporn, of
Schoengold & Sporn, said, "We did a very substantial
investigation into the facts and the law" of the case. He said
that he had battled his adversaries "hammer and tong." Now his
clients intend to proceed with their claims, Sporn said.

Paul C. Curnin, of New York's Simpson Thacher & Bartlett, who
represented KKR, said that he has no reason "to doubt the
professionalism of plaintiffs' counsel." He said that his aim,
as always, was to litigate aggressively, but that "there are
cases that have little merit that must be settled for reasons of
economics and certainty." This article first appeared in The
National Law Journal. (The Legal Intelligencer; May 28, 1999)


NEW YORK: Out-of-State Commuters Object to Locals' Tax Exemption
----------------------------------------------------------------
Newsday reports that two out-of-state commuters filed a lawsuit
saying New York state law illegally discriminates against them
by requiring them to pay a tax to work in the city while New
York state residents are exempt. The commuters, lawyers Thomas
Igoe of Darien, Conn., and Richard Swanson, of Ridgewood, N.J.,
are asking for class-action status to cover all out-of-state
commuters. Their papers say some 240,000 New Jersey residents
and about 90,000 Connecticut residents commute to New York City
daily.

Swanson and Igoe said in court papers they believe the commuter
tax repeal was "bad policy," but since the law was changed it
must apply to everybody. The bill eliminating the commuter tax
for New York state residents was approved by the Legislature
last week and signed into law by Gov. George Pataki on Thursday.
The measure killed the 0.45-percent tax for state commuters but
left it in place for residents of other states.

The lawyers who sued are asking the court to rule that the
Commuter Tax Relief Act of 1999 is unconstitutional and New York
City should be barred from collecting the commuter tax from
residents of other states. "I don't object to paying my fair
share," Swanson told Newsday, "but I do object to paying just
because I'm from New Jersey when people from Westchester and
Nassau {Counties} don't have to."

Mayor Rudolph Giuliani has said repeal of the tax for state
residents will cost the city $210 million a year, and up to $360
million a year if it is lifted for out-of-state commuters.
(Newsday; 05/29/99)


PEDIATRIC SERVICES: Stock Declines, Shareholders Sue in Georgia
---------------------------------------------------------------
On March 11, 1999, a putative class action complaint was filed
against PEDIATRIC SERVICES OF AMERICA INC in the United States
District Court for the Northern District of Georgia. The Company
and certain of its then current officers and directors were
named as defendants.

In general, the plaintiffs allege that prior to the decline in
the price of the Company's common stock on July 28, 1998, there
were violations of the Federal Securities Laws arising from
misstatements of material information in and/or omissions of
material information from certain of the Company's securities
filings and other public disclosures. The complaint purports to
be filed on behalf of all persons who purchased the Company's
common stock during the period from December 23, 1997 through
and including July 29, 1998.

To the Company's knowledge, no other putative class action
complaints were filed within the sixty day time period provided
for in the Private Securities Litigation Reform Act. The Company
expects that the plaintiffs and their counsel will be appointed
lead plaintiffs and lead counsel and that an amended complaint
will be filed. The Company and the individuals named as
defendants deny that they have violated any of the requirements
or obligations of the Federal Securities Laws; however, there
can be no assurance that the Company will not sustain material
liability as a result of or related to this shareholder suit.


PERITUS SOFTWARE: Moved to Dismiss Consolidated Complaint
---------------------------------------------------------
PERITUS SOFTWARE SERVICES INC and certain of its officers and
directors were named as defendants in purported class action
lawsuits filed in the United States District Court for the
District of Massachusetts by Robert Downey on April 1, 1998, by
Scott Cohen on April 7, 1998, by Timothy Bonnett on April 9,
1998, by Peter Lindsay on April 17, 1998, by Harry Teague on
April 21, 1998, by Jesse Wijntjes on April 29, 1998, by H. Vance
Johnson and H. Vance Johnson as Trustee for the I.O.R.D. Profit-
Sharing Plan on May 6, 1998, by John B. Howard, M.D. on May 21,
1998 and by Helen Lee on May 28, 1998 (collectively, the
"complaints").

The complaints principally alleged that the defendants violated
federal securities laws by making false and misleading
statements and by failing to disclose material information
concerning the Company's December 1997 acquisition of
substantially all of the assets and assumption of certain
liabilities of the Millennium Dynamics, Inc. ("MDI") business
from American Premier Underwriters, Inc., thereby allegedly
causing the value of the Company's common stock to be
artificially inflated during the purported class periods. In
addition, the Howard complaint alleged a violation of federal
securities laws as a result of the Company's purported failure
to disclose material information in connection with the
Company's initial public offering on July 2, 1997, and also
named Montgomery Securities, Inc., Wessels, Arnold & Henderson,
and H.C. Wainwright & Co., Inc. as defendants. The complaints
further alleged that certain officers and/or directors of the
Company sold stock in the open market during the class periods
and sought unspecified damages.

On or about June 1, 1998, all of the named plaintiffs and
additional purported class members filed a motion for the
appointment of several of those individuals as lead plaintiffs,
for approval of lead and liaison plaintiffs' counsel and for
consolidation of the actions. The Court granted that motion on
June 18, 1998.

On January 8, 1999, the plaintiffs filed a Consolidated Amended
Complaint applicable to all previously filed actions. The
Consolidated Amended Complaint alleges a class period of October
22, 1997 through October 26, 1998 and principally claims that
the Company and three of its former officers violated federal
securities laws by purportedly making false and misleading
statements (or omitting material information) concerning the MDI
acquisition and the Company's revenue during the proposed class
period, thereby allegedly causing the value of the Company's
stock to be artificially inflated. Previously stated claims
against the Company and its underwriters alleging violations of
the federal securities laws as a result of purportedly
inadequate or incorrect disclosure in connection with the
Company's initial public offering were not included in the
Consolidated Amended Complaint.

The Company and the individual defendants filed motions to
dismiss the Consolidated and Amended Complaint on March 5, 1999.
Oral arguments on the motions were held on April 21, 1999 and
the court has taken the matter under advisement.

Although the Company believes that it has meritorious defenses
to the claims made in the Consolidated Amended Complaint and
intends to contest the action vigorously, an adverse resolution
of the lawsuit could have a material adverse effect on the
Company's financial condition and results of operations in the
period in which the litigation is resolved. The Company is not
able to reasonably estimate potential losses, if any, related to
the Consolidated Amended Complaint.


POLYPHASE CORP.: Awaiting Dismissal or Amended Complaint
--------------------------------------------------------
During fiscal 1997, five substantially identical complaints were
filed in the United States District Court for the District of
Nevada against POLYPHASE CORP. and certain of its officers and
directors. The complaints each sought certification as a class
action and asserted liability based on alleged
misrepresentations that the plaintiffs claimed resulted in the
market price of the Company's stock being artificially inflated.

The defendants filed motions to dismiss in each of the lawsuits.
Without certifying the cases as class actions, the District
Court consolidated the cases into a single action. In June 1998,
the District Court ordered the plaintiffs to file an amended
complaint within thirty (30) days, finding that their original
allegations failed to state a claim under the federal securities
laws. The plaintiffs then filed a motion for reconsideration of
the Court's ruling. The defendants opposed that motion, and the
Court, in March 1999, denied the plaintiffs' motion for
reconsideration.

The plaintiffs did not file an amended complaint within the
specified thirty (30) day time period. However, the plaintiffs
are claiming that they are entitled to additional time to file
an amended pleading by reason of a scheduling order issued by
the Court. Consequently, it cannot be determined at this time
whether the plaintiffs' failure to file an amended complaint
will lead to a dismissal of the consolidated actions.

However, management believes that this litigation will be
resolved without material effect on the Company's financial
condition, results of operations, or cash flows.


PRISON REALTY: Milberg Weiss Files Complaint in Tennessee
---------------------------------------------------------
Milberg Weiss filed a class action in the United States District
Court for the Middle District of Tennessee on behalf of persons
who exchanged shares of CCA Prison Realty Trust for shares of
Prison Realty Trust, Inc. ("New PZN") (NYSE:PZN) stock in the
Merger or purchased shares of New PZN on or prior to May 17,
1999.

Plaintiff's complaint charges New PZN, Doctor R. Crants and D.
Robert Crants III, with violations of sections 11, 12(a)(2) and
15 of the Securities Act of 1933 and sections 10(b) and 20(a) of
the Securities Exchange Act of 1934. This action arises out of
defendants' dissemination of false statements regarding the
operations of Corrections Corporation of America ("CCA"), PZN,
New PZN and a privately-held prison management company spun off
to CCA and PZN insiders as part of the Merger ("OpCo").

Plaintiffs allege that in connection with the Merger, defendants
falsely represented that the leases between New PZN and OpCo
were set at "fair market" rates and that New PZN would make
payments to OpCo as detailed in the Merger Proxy. Subsequent to
the Merger, defendants claimed that OpCo was solidly positioned
for the foreseeable future and that New PZN was not seeing
diminished demand. Doctor Crants assured investors that New PZN
was doing as well as it possibly could be and, as late as May 5,
1999 (one day after the New PZN Board had agreed to
retroactively transfer $18 million from New PZN to OpCo and make
other previously undisclosed adjustments that are estimated will
result in increased annual payments from PZN to OpCo of $80 to
$100 million) defendants continued to maintain that New PZN's
results were in line with expectations.

On May 14, 1999, defendants began to reveal the truth, including
the fact that OpCo had been losing tremendous amounts of money
and that the Company had suffered a dramatic decline in
occupancy rates during 4Q98. Defendants also disclosed that New
PZN would retroactively increase the fees it had paid to OpCo to
operate and develop new prisons as well as increasing the fees
paid by New PZN to OpCo going forward. The amount of the
increased payments has been estimated to be $80 to $100 million
annually. The price of New PZN stock plummeted in reaction to
this news falling to as low as $13-3/8 on May 18, 1999.

To learn more, contact William Lerach, Alan Schulman or Darren
Robbins at 800-449-4900 or at wsl@mwbhl.com via email.


PROTECTION ONE: Rabin & Peckel File Complaint in California
-----------------------------------------------------------
A putative class action has been commenced in the United States
District Court for the Central District of California by the law
firm of Rabin & Peckel LLP, on behalf of all purchasers of
Protection One, Inc. (NYSE: POI) common stock during the period
February 10, 1998 through April 1, 1999. The Complaint alleges
that Protection One and certain of its officers and directors
violated the Securities Exchange Act of 1934 by issuing a series
of false and misleading statements concerning the Company's
financial results for fiscal 1997 and the first three quarters
of fiscal 1998.

In particular, it is alleged that defendants materially
overstated operating expenses and improperly capitalized
acquisition expenses, in violation of generally accepted
accounting principles. As a result of the wrongful conduct
complained of in the Complaint, it is alleged that plaintiff and
the other members of the class have suffered damages.

To learn more, contact Joseph V. McBride at 800-497-8076 or 212-
682-1818 or write rabinlaw@ix.netcom.com via email.


STEPHAN CO.: Profit Overstatement Draws Securities Litigation
-------------------------------------------------------------
Subsequent to the year ended December 31, 1998, STEPHAN CO
discovered that the method used to determine its cost of sales
during interim periods had resulted in the overstatement of its
gross profit and net income for the second and third quarters of
1998. This accounting overstatement was due, in part, to the
significant change in the sales mix of the business as a result
of the Morris Flamingo acquisition, coupled with the decline in
sales and gross profit margins of certain of the Registrant's
products. This error in the calculation of the Company's gross
profit also contributed to an overstatement of the inventory
level of approximately $5,000,000 as compared to the reported
September 30, 1998 inventory level. The Company has restated its
June 30, 1998 and September 30, 1998 quarterly interim financial
information and will file amended quarterly reports shortly with
the Securities and Exchange Commission.

Following the Company's April 1, 1999 press release describing
the aforementioned matter, the Company, as well as certain of
its officers, were named as defendants in two class action suits
filed in the United States Federal District Court, Southern
District of Florida. The lawsuit alleges, among other things,
certain violations of Federal Securities laws and seeks an
unspecified amount of damages.

The Company has agreed to indemnify its officers in respect of
this matter and believes it has meritorious defenses against
these allegations, however, it is not possible at this time to
predict the outcome as many unknown factors exist such as the
likelihood of future claims, insurance limits, and the outcome
of jury trial.


TAVA TECHNOLOGIES: Shareholders Object to Real Software Deal
------------------------------------------------------------
On May 13, 1999, a purported class action lawsuit was filed in
state District Court, Arapahoe County, Colorado by plaintiff
John Nicewonger against TAVA, each director of TAVA, and Real
Software Group NV. The suit alleges that the TAVA directors
breached fiduciary duties owed to TAVA and its shareholders in
the process of entering into an Agreement and Plan of
Reorganization pursuant to which TAVA, upon shareholder
approval, will be acquired by a wholly-owned subsidiary of Real
Software in a cash merger transaction for $8.00 per share.

The suit further alleges that Real Software knowingly aided and
abetted the claimed breaches. The plaintiff is requesting both
injunctive relief and an unspecified amount of damages. TAVA and
its directors intend to vigorously defend the suit.


VITAMIN LITIGATION: Price-Fixing Admissions Attract Civil Suits
---------------------------------------------------------------
The Washington Post reports that now that executives at the
world's largest vitamin makers have admitted to price-fixing
schemes, they might as well tack "Sue Me" signs to their
pinstripes. Already, 27 law firms have lined up for a cut of the
vitamin booty, signing up a few dozen animal feed, grain and
poultry corporations -- all big vitamin buyers -- as well as
retail vitamin producers. With the liability question firmly
settled by the Justice Department bust, the litigation will
consist of massive haggling sessions over damages.

The central question: How much would consumers and corporations
have paid for the full alphabet of vitamins, including the ever
popular A, C and E, if an international cartel had never rigged
prices?

"The defendants will spend a lot of money on fancy economists to
prove that when all is said and done prices set by the
conspiracy weren't that different than if the market had been
allowed to operate freely," said Kenneth Adams, a partner at
Dickstein Shapiro Morin & Oshinsky, a firm suing vitamin makers
on behalf of Tyson Foods Inc. "And we'll argue to the contrary."

All the way to the bank. Bulk vitamins are a $3 billion-a-year
business and damage estimates floated by plaintiffs lawyers are
in the low 10 figures, say, $1.5 billion. That's a lot of
Flintstones chewables.

And a lot of that cash is going to wind up inside the Beltway.
The case is the brainchild of David Boies, the multi-tasking
partner of Washington's Boies & Schiller, and a litigator who
apparently engineers the Justice antitrust case against
Microsoft in his spare time. Boies got the idea from his son,
also named David, whose Alabama-based firm, Bainbridge & Straus,
is credited with filing the first vitamin antitrust lawsuit.

On May 17, the elder Boies hosted a summit meeting of
plaintiff's attorneys at the Mayflower where he and colleagues
mapped strategy and corralled a consensus from the several dozen
firms scavenging for clients and readying their own suits. The
Washington contingent wants this case heard in a D.C. court
rather than in another jurisdiction, and it is angling for seats
on the lawyer committees that the court will soon designate to
oversee the litigation.

So Boies and Co. have been bringing friendly firms into the
fold, hoping to create critical mass to sway the Panel on
Multidistrict Litigation, the group that decides where class
actions get heard. (A hearing before the panel is set for June
21.) In addition to Dickstein, firms suing the vitamin makers
include Cohen, Milstein, Hausfeld & Toll as well as Stein,
Mitchell & Mezines. The Springfield office of Bainbridge &
Straus is also involved.

Sitting across the table, representing the drug companies when
the talking starts, will be other D.C. lawyers. Defending F.
Hoffman La Roche & Co. of Switzerland is Bruce Montgomery of
Arnold & Porter and Scott Muller of the local office of Davis
Polk & Wardwell. On the team of Rhone-Poulenc SA is George
Manning and Joe Sims of Jones, Day, Reavis & Pogue. For all
these firms, "vitamin fortified" is taking on a whole new
meaning. (The Washington Post; May 31, 1999)



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