/raid1/www/Hosts/bankrupt/CAR

/raid1/www/Hosts/bankrupt/CAR_Public/990824.MBX C L A S S A C T I O N R E P O R T E R Tuesday, August 24, 1999, Vol. 1, No. 142 Headlines AMERICA ONLINE: Settles For Derivative Suit In Delaware AMERICA ONLINE: Sued By Volunteers Over Fair Labor Standards Violations ARM FINANCIAL: Strauss & Troy File Securities Suit In Kentucky BANYAN MORTGAGE, RGI HOLDINGS: Class Members Miss Settlement Fund Boat BOLLINGER INDUSTRIES: Goodkind Labaton Files Securities Suit In Texas BRE-X MINERALS: Brokerages Reinstated As Defendants In Texas CARNEGIE INT’L: Contests Securities Suit In Maryland And Talks With SEC CENTRAL POWER: Contests Suit In Texas Over Underpayment For Franchise COMMAND SYSTEMS: Set Up Settlement Fund For Securities Suit In N.Y. DETROIT EDISON: Alleged Of Harassment And Bias At Working Place GTE FLORIDA: Fed. Ct. Lets Tel Service Customer Amend RICO Complaint ILLINOIS SUPERCONDUCTOR: Derivative Suit Dismissed In Delaware ILLINOIS SUPERCONDUCTOR: Derivative Suit Dismissed In Illinois JACKSON NATIONAL: Michigan Insurer Will Contest Award In Fraud Case MORGAN LEWIS: 3rd Cir. Affirms 15-Year For Rico And Fraud Conviction NATIONWIDE LIFE: Contract Owners Denied Class Status In Texas NATIONWIDE LIFE: Will Defend Suit In Ohio Over Annuity Contracts NORTHEAST UTILITIES: May Settle For Securities Suit In Connecticut NORTHEAST UTILITIES: Sued In Connecticut Over Environmental Issues PHARMACIES: Chicago Judge Approves Distribution Formula For Settlement PHILIP SERVICES: Canadians Concerned About Taking Claims To Delaware Ct PRINTRON INC.: N.Y. Judge Upholds Default Judgment Against Director PUBLIC SERVICE: Sued In Oklahoma For Damages Over PCB Contamination UNISTAR FINANCIAL: Day Edwards Files Securities Suit In Texas UNISTAR FINANCIAL: Kirby McInerney Retained to File Securities Suit UNISTAR FINANCIAL: Steven E. Cauley Files Securities Suit In Texas WORLDPORT COMM.: Berger & Montague File Securities Suit In Georgia WORLDPORT COMM.: Schiffrin & Barroway File Securities Suit In Georgia ********* AMERICA ONLINE: Settles For Derivative Suit In Delaware ------------------------------------------------------- America Online Inc. is a party to various litigation matters, investigations and proceedings, including a shareholder derivative suit filed in Delaware chancery court against certain current and former directors of the Company alleging violations of federal securities laws. The Company has settled the shareholder derivative suit and obtained the approval of the Delaware chancery court on terms that will not have a material adverse effect on the financial condition or results of operations of the Company. AMERICA ONLINE: Sued By Volunteers Over Fair Labor Standards Violations ----------------------------------------------------------------------- The Department of Labor ("DOL") is investigating the applicability of the Fair Labor Standards Act ("FLSA") to the Company's Community Leader program. The Company believes the Community Leader program reflects industry practices, that the Community Leaders are volunteers, not employees, and that the Company's actions comply with the law. The Company is cooperating with the DOL, but is unable to predict the outcome of the DOL's investigation. Former volunteers have sued the Company on behalf of an alleged class consisting of current and former volunteers, alleging violations of the FLSA and comparable state statutes. The Company believes the claims have no merit and intends to defend them vigorously. The Company cannot predict the outcome of the claims or whether other former or current volunteers will file additional actions. The costs and other effects of pending or future litigation, governmental investigations, legal and administrative cases and proceedings (whether civil or criminal), settlements, judgments and investigations, claims and changes in those matters (including those matters described above), and developments or assertions by or against the Company relating to intellectual property rights and intellectual property licenses, could have a material adverse effect on the Company's business, financial condition and operating results. Management believes, however, that the ultimate outcome of all pending litigation should not have a material adverse effect on the Company's financial position and results of operations. ARM FINANCIAL: Strauss & Troy File Securities Suit In Kentucky -------------------------------------------------------------- Strauss & Troy announces that it has filed a class action lawsuit in the United States District Court for the Western District of Kentucky (Geraldine Kehoe v. ARM Financial Group, Inc., Martin H. Ruby, John R. Lindholm, Edward L. Zehman and Barry G. Ward, Case No. 3:99 CV-524H) on behalf of all persons who purchased common stock issued by ARM Financial Group, Inc. (NYSE: ARM) at artificially inflated prices during the period between February 12, 1999 and July 29, 1999 and who were damaged thereby. The complaint alleges that certain ARM officers and directors violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by, among other things, misrepresenting and/or omitting material information about ARM's results of operations and financial condition. Specifically, the complaint alleges that defendants issued a series of false and misleading press releases and financial statements during the Class Period that, among other things, failed to disclose material facts concerning the Company's financial condition and results of operations. In particular, the complaint alleges that: (1) the Company lacked sufficient surrender protection on its institutional business and related portfolios given the recent rise in interest rates; (2) there was a huge mismatch between assets and liabilities on its balance sheets that created a potentially dangerous unrealized loss that could only be alleviated by transferring over $3.5 billion in institutional liabilities and matched assets to the liabilities' guarantor; and (3) that the Company's statements concerning its financial security were false given the actual value of its portfolio and that millions of its assets were impaired. As a result of defendants' false and misleading statements and material omissions, the price of ARM's stock was artificially inflated during the Class Period, such that persons who purchased or otherwise acquired common stock during the Class Period were damaged by overpaying for the stock. On July 29, 1999, the Company announced that it would sustain at least $181 million in pre-tax charges relating to its bond portfolio and that, despite earlier statement to the contrary, the Company was in such severe financial disarray that it would have to transfer nearly $3.5 billion of its institutional assets and related liabilities to the liabilities' guarantor. If you are a member of the class described above, you may, not later than sixty days from today move the court to serve as lead plaintiff of the class, if you so choose. In order to serve as lead plaintiff, you must meet certain legal requirements. Contact Strauss & Troy at The Federal Reserve Building, 150 East Fourth Street, Cincinnati, Ohio 45202, by telephone at 800-669-9341 or via e-mail to Richard S. Wayne at rswayne@strauss-troy.com or William K. Flynn at wkflynn@strauss-troy.com BANYAN MORTGAGE, RGI HOLDINGS: Class Members Miss Settlement Fund Boat ---------------------------------------------------------------------- Chancellor William Chandler told two shareholder plaintiffs that they have no one to blame but themselves for missing the boat in the distribution of settlement funds in Delaware Chancery Court litigation challenging a merger of Banyan Mortgage Investment Fund and RGI Holdings. In re Banyan Mortgage Investment Fund Shareholders Litigation, No. 15287 (DE Ch. Ct., July 12, 1999); see Delaware Corporate LR, Oct. 6, 1997, P. 20,524. Chancellor Chandler said it was up to the two class members to ensure that the firm administering the settlement funds got their claims for payment. One of those two investors did not get a $26,000 payment because he did not send his claim proof by certified mail; now the settlement fund is empty. The litigation arose from a planned merger of Banyan Mortgage Investment Fund with RGI Holdings. The merger provided that RGI would take on two of Banyan's defaulted loans, totaling about $30 million. Plaintiffs John Hinson and John Temple filed suit first in chancery court and later in federal court in Manhattan, charging that although the merger resulted in a change of control, the Banyan board did not fulfill its fiduciary duty to shop for the best price available, and that Banyan's president would receive a $1.2 million change of control payment for a merger that he had arranged. The parties reached a tentative settlement of both actions on April 15, 1997 five months after the suit was filed -- and submitted it to the chancery court two months later, but the court declined to approve it The second stipulation and agreement -- which won court approval -- provided a $1.2 million settlement fund, provided by RGI, to compensate the class members. Plaintiff attorneys hired the Rudolph Palitz firm to handle the administration of the fund. Subsequently, two class members, Stephen Anderson and George Lyon, complained that they did not receive a payment from the fund despite having presented valid proofs of claim. The vice chancellor found that although their claims appeared to be valid, there was no proof that the administrator had rec eived them. Palitz demonstrated that it had used a nearly foolproof method to process the claims and Anderson and Lyon had failed to employ the available safeguards to assure that the claims were not lost in the mail (certified delivery or follow up phone calls), the court said. It noted that although Lyons had a very small payment at stake, Anderson was due to receive $26,000. Since the settlement fund is now empty and the administrator showed reasonable care, the court cannot hold the administrator -- or anyone else other than the class members themseleves -- responsible, the vice chancellor said. Plaintiffs are represented by Norman Monhait of Rosenthal, Monhait, Gross & Goddess in Wilmington, DE; Michael Pucillo of Burt & Pucillo in West Palm Beach, FL; and Kenneth McCallion and Lynda Grant of Goodkind, Labaton, Rudoff & Sucharow in New York. Defendants are represented by Wayne Carey and Ronald Brown Jr. of Prickett, Jones, Elliott, Kristol & Schnee in Wilmington; Marc Cherno of Fried, Frank, Harris, Shriver & Jacobson in New York; and Allan Slagel and James Wilson of Shefsky & Froelich Ltd. in Chicago. (Delaware Corporate Litigation Reporter 2-2-1999) BOLLINGER INDUSTRIES: Goodkind Labaton Files Securities Suit In Texas --------------------------------------------------------------------- The following was announced by Goodkind Labaton Rudoff & Sucharow LLP and Zwerling, Schachter & Zwerling, LLP: TO: ALL PERSONS WHO, OR ENTITIES THAT, PURCHASED THE COMMON STOCK OF BOLLINGER INDUSTRIES, INC. ("BOLLINGER") DURING THE PERIOD FROM NOVEMBER 17, 1993 THROUGH JUNE 26, 1995, INCLUSIVE (THE "CLASS PERIOD"). PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THIS ACTION. PLEASE NOTE: THIS IS NOT A SETTLEMENT. THERE IS NO CLAIM FORM TO BE FILLED OUT OR MAILED. This Notice is given pursuant to Rule 42 of the Texas Rules of Civil Procedure and an Order of the District Court, 191st Judicial District Court, Dallas County, Texas (the "Court"), dated August 3, 1999. This Notice is sent to inform you that: (1) the above-captioned class action (the "Action") is pending before the Honorable Catharina Haynes in the above-defined Texas State Court; (2) how the Action may affect your rights; and (3) the steps you may take in relation to the Action. On July 28, 1999, the Court certified the Action to proceed as a Class Action on behalf of the purchasers of Bollinger common stock, issued pursuant to a Form S-1 Registration Statement initially filed with the Securities and Exchange Commission by Bollinger on September 30, 1993, as amended thereafter, between November 17, 1993 and June 26, 1995, inclusive (the "Class"). Excluded from the Class are the defendants; directors, officers and representatives of Bollinger during the Class Period; members of the individual defendants' immediate families; any person or entity in which any excluded person has or had a controlling interest or to which any excluded person is related or affiliated; and the legal representatives, heirs, successors or assigns of any excluded person. Trial of the Action is scheduled to begin on or about October 25, 1999. IF YOU PURCHASED COMMON STOCK OF BOLLINGER INDUSTRIES, INC. BETWEEN NOVEMBER 17, 1993 AND JUNE 26, 1995, YOU ARE A CLASS MEMBER, AND YOU WILL BE BOUND BY THE RESULT OF THE TRIAL, ANY SETTLEMENT, ANY JUDGMENT ENTERED BY THE COURT AND ANY DETERMINATION MADE BY THE COURT, UNLESS YOU TIMELY MAIL A REQUEST FOR EXCLUSION, AS DESCRIBED BELOW, POSTMARKED NO LATER THAN SEPTEMBER 7, 1999. Background Of The Action The Action was commenced in March 1996 by an investment fund affiliated with SunTrust Banks, Inc. A second, related fund joined the Action as a plaintiff on April 22, 1998. The following persons and companies were originally named as defendants in the Action: Bollinger Industries, Inc.; Glenn D. Bollinger; Bobby D. Bollinger; Curtis D. Logan; Michael J. Beck; Grant Thornton, L.L.P.;William Blair & Company ("Blair"); and Rauscher Pierce Refnes, Inc. ("Rauscher"). In April 1998, the remaining twenty-eight members of the underwriting syndicate on the November 1993 Bollinger stock offering, in addition to Blair and Rauscher, were added as defendants. All members of the underwriting syndicate defendants are referred to as the "Underwriter Defendants". By Order dated February 26, 1999, the Court gave its final approval to a settlement between plaintiffs and the Underwriter Defendants pursuant to which, among other things, the Underwriter Defendants paid $1.5 million for distribution to members of the Class, after deduction of attorneys' fees and expenses. Notice of the settlement, along with a Proof of Claim form to be submitted to a claims administrator in order to participate in the settlement fund, was mailed to members of the Class on or about November 1, 1998. The claims administrator for the settlement is still processing claims and, therefore, no distribution has yet been made. Based, in part, on their conclusion that he does not possess sufficient assets to satisfy a judgment on behalf of the Class, plaintiffs agreed to dismiss Defendant Curtis Logan with prejudice, only as to the named plaintiffs, and without costs. Bollinger, Glenn D. Bollinger, Bobby D. Bollinger, John McGuire, Michael J. Beck and Grant Thornton LLP (the "Defendants") remain as defendants. As previously stated in the Notice sent to Class members in connection with the settlement with the Underwriter Defendants, Plaintiffs in the Action seek to recover damages purportedly sustained by members of the Class as a result of alleged violations by the Defendants of Sections 11 and 15 of the Securities Act of 1933, the Texas Securities Act, Tex. Bus. Com. Code Ann. Sections 27.01 (Fraud in Real Estate and Stock Transactions), common law fraud, negligent misrepresentation and negligence. Plaintiffs' Fourth Amended Petition in the action alleges, on behalf of Plaintiffs and the Class, that Bollinger's 1993 Registration Statement, as amended, filed with the SEC on November 17, 1993 in connection with Bollinger's initial public offering, was materially false and misleading and omitted material facts relating to, among other things, (a) whether a note to the financial statements omitted to state that an officer had misrepresented certain facts concerning consignment sales, (b) the alleged lack of management integrity, (c) allegedly unreliable or nonexistent internal controls, (d) the alleged existence of consignment agreements with, and liberal returns policies afforded to, certain of Bollinger's major customers and (e) the alleged manipulation of sales transactions through a related party to a major customer in bankruptcy. Plaintiffs allege that, as a result of these allegedly false and misleading statements and/or omissions, among others, the offering and after-market prices of Bollinger common stock were artificially inflated when Plaintiffs and Class members purchased their shares. Plaintiffs further allege that they and other members of the Class were damaged as a result of the alleged misstatements and non-disclosures. The Defendants have vigorously denied all liability and all allegations of wrongdoing directed at them in the Action, and have denied and continue to deny that they are liable to Plaintiffs or the Class. The Defendants contend that the Registration Statement and statements therein regarding Bollinger were accurate to the best of the Defendants' knowledge and information at the time they were made, contained no misleading omissions and were made in full compliance with all applicable laws and regulations. This Notice does not include an expression of opinion by the Court concerning the merits of the respective claims or defenses asserted in the Action. This Notice is merely to advise you of the pendency of the Action, and of your rights with respect thereto. Pending Federal Court Proceedings Another securities class action relating to Bollinger is pending in the United States District Court for the Northern District of Texas, entitled STI Classic Funds, et. ano v. Bollinger Industries, Inc. et al., Civ. No. 3:96C-V-0823-L (the "Federal Action"). The Federal Action is brought by the STI Classic Funds, for STI Classic Sunbelt Equity Fund, also named as a plaintiff in this Action. Named as plaintiffs in the Federal Action are Bollinger, Glenn D. Bollinger, Bobby D. Bollinger, and Michael Beck. The Third Amended Complaint ("Complaint") filed in the Federal Action alleges that during the Class Period in that action, June 29, 1994 through June 26, 1995 (the "Federal Action Class Period"), the defendants in the Federal Action engaged in fraudulent sales transactions with certain of Bollinger's customers and improperly recognized revenues and income in Bollinger's financial statements. The Federal Action seeks to recover damages under Sections 10(b) (the anti-fraud provision) and 20(a) (the control person provision) of the Securities and Exchange Act of 1934, as well as certain provisions of Texas common law, on behalf of a Class of persons and entities who purchased Bollinger's common stock during the Federal Action Class Period. The Court in the Federal Action certified the Class described in paragraph B above on August 17, 1998. Notice of the pendancy of the Federal Action was mailed to Class members on or about September 1, 1998. As stated in the Federal Action notice, members of the Class in this Action may also be members of the proposed class in the Federal Action based on certain of the same purchases they made of Bollinger common stock. As a result, certain Class members may have overlapping claims for damages in both cases and, therefore, a portion of any amount those class members recover in the first case that is tried or settled may be deducted from any recoveries obtained in the subsequent resolution of the other case. The Court in the subsequently tried case may, or may not, deem as settled for that case certain findings made in the first tried case as to similar or identical issues of fact and law, if any. A trial date has not yet been scheduled in the Federal Action. Current Status Of The Action And Trial Pre-trial factual discovery has been substantially completed, with just a few additional depositions to be taken, including of experts. On June 25, 1999, Defendant Grant Thornton LLP moved for summary judgment against plaintiffs. That motion is pending before the Court and scheduled to be heard on or about September 7, 1999. This date is subject to change without further notice to the Class. The Court has scheduled trial of the Action to begin on October 25, 1999, in the Courtroom of the Honorable Catharina Haynes, in the 191st District Court, 600 Commerce Street, Dallas, Texas. This date is subject to change without further notice to the Class. The Court may, on its own motion or at a request of any party, determine at a later date the issues to be tried on a class-wide basis and the issues that will be reserved for future individual proceedings, if any. Instructions To Class Members The Court has certified two related investment funds (SunTrust Bank, Atlanta, as Trustee for Suntrust Retirement Sunbelt Equity Fund and STI Classic Funds, for STI Classic Sunbelt Equity Fund) to serve as Class Representatives and prosecute the Action on behalf of the Class. The Class has been and will continue to be represented by the following Plaintiffs' counsel: Thomas A. Dubbs, Esq. Ira A. Schochet, Esq. Goodkind Labaton Rudoff & Sucharow LLP 100 Park Avenue New York, New York 10017-5563 212-907-0864 info@glrs.com Richard A. Speirs, Esq. Zwerling, Schachter & Zwerling, LLP 767 Third Avenue New York, New York 10017-2023 800-721-3900 zlaw96@ix.netcom.com Theodore Anderson, Esq. Kilgore & Kilgore 700 McKinney Place 3131 McKinney Avenue LB-103 Dallas, Texas 75204-2471 214-969-9099 Tedoa@aol.com You may address any questions you have as to your rights with respect to the Action to the above-named counsel. Right To Exclusion If you are a member of the Class, you need not respond to this Notice in order to remain a class member. If you do nothing, you will remain a class member and will be bound by the result of the trial (whether favorable or unfavorable), any settlement, and any judgment or determination of the Court. If you remain in the Class, you are not responsible for any expenses or attorneys' fees (except that such expenses and fees, subject to court approval, may be deducted from any Class recovery that is obtained in the future). If you do not request exclusion from the Class, you may, if you so desire, at your own expense, enter an appearance in the Action through an attorney of your own choice by filing a Notice of Appearance with the Court. If you desire to be excluded from the Class, you must so state, IN WRITING, and mail it, postmarked no later than September 7, 1999, to: SunTrust Bank v. Bollinger Industries, Inc. Securities Litigation c/o The Garden City Group, Inc. -- Settlement Administrator P. O. Box 9336 Garden City, NY 11530-9336 Your request for exclusion must state your desire to be excluded from the Class in the SunTrust Bank v. Bollinger Industries, Inc. Securities Litigation, and must also state your name and your address and the date, quantity and purchase or sale price of all transactions you had in shares of Bollinger common stock during the period November 17, 1993 through June 26, 1995. If you request exclusion from Class: (a) you will not be entitled to share in the benefits of any judgment favorable to the Class, or any Court-approved settlement that may be entered into on behalf of the Class, and (b) you will not be bound by any judgment or decision by the Court unfavorable to the Class. Special Notice To Securities Brokers, Financial Institutions And Other Nominees If you acted as a nominee for any purchaser of shares of Bollinger common stock during the Class Period, within five (5) days after receipt of this Notice, you are required to either (a) provide the name and last known address of each person or entity for which you effected such purchases to: SunTrust Bank v. Bollinger Industries, Inc. Securities Litigation c/o The Garden City Group, Inc. -- Settlement Administrator P.O. Box 9336 Garden City, NY 11530-9336 or (b) request, in writing, additional copies of this Notice at the above address, and mail the Notice directly to the beneficial owners of the securities referred to herein. Brokers and other nominees may request reimbursement of their reasonable costs in complying with this request. Examination Of Papers And Inquiries For further information about this Action, you may contact Plaintiffs' Counsel at the addresses listed above or consult the pleadings and the other papers filed in the Action at the Records Department of the Clerk of the District Courthouse, 600 Commerce Street, Dallas, Texas, during normal business hours of each business day. PLEASE DO NOT TELEPHONE THE COURT OR THE CLERK'S OFFICE FOR INFORMATION BY ORDER OF THE COURT. Clerk of the Court 191st Judicial District DATED: August 3, 1999 District Court, Dallas State of Texas Contact Thomas A. Dubbs, Esq., or Ira A. Schochet, Esq., both of Goodkind Labaton Rudoff & Sucharow LLP, 212-907-0864, or by e-mail at info@glrs.com or contact Richard A. Speirs, Esq. of Zwerling, Schachter & Zwerling, LLP, 800-721-3900, or by e-mail at zlaw96@ix.netcom.com or contact Theodore Anderson, Esq. of Kilgore & Kilgore, 214-969-9099, or by e-mail at Tedoa@aol.com BRE-X MINERALS: Brokerages Reinstated As Defendants In Texas ------------------------------------------------------------ Brokerage firms Lehman Brothers, J.P. Morgan and Nesbitt Burns were reinstated as defendants in an amended lawsuit filed Thursday by investors who lost money in the Bre-X gold-mining fraud two years ago. The amended suit was filed in U.S. federal court in Texarkana, Texas, after a judge dismissed the brokerage firms and four other firms as defendants in the case on grounds that the plaintiffs' allegations against them were not specific enough. Also named as defendants are the now bankrupt Canadian firm Bre-X Minerals Ltd., holding company Bresea Resources Ltd, several former Bre-X officials and four other firms. The plaintiffs are seeking unspecified damages against all of the defendants. They have also requested class action status for the case which is scheduled to go to trial in June 2000. Bre-X Minerals Ltd. claimed to have discovered a huge gold deposit at Busang in Indonesia, prompting a surge in the company's stock price on the Toronto Stock Exchange. After the claim turned out to be fraudulent the company's share price collapsed from highs of around 250 Canadian dollars to just a few cents. The amended suit alleges that Bre-X and its officials "intentionally deceived the investing public" about the gold find to profit from the sale of Bre-X stock at inflated prices. It also alleges that J.P Morgan, Nesbitt Burns and Lehman Brothers knew there were doubts about the validity of the Bre-X claims but continued to recommend Bre-X stock to investors. The four other firms named as defendants in the amended suit are Canadian gold producer Barrick Gold Corp., Canadian engineering group SNC-Lavalin Group Inc. and its subsidiaries P.T. Kilborn Pakar Rekayasa and Kilborn Engineering Pacific Ltd. (Reuters) CARNEGIE INT’L: Contests Securities Suit In Maryland And Talks With SEC ----------------------------------------------------------------------- Carnegie International Corporation (AMEX: CGY) said that it is still in the process of responding to comments by the Staff of the Securities and Exchange Commission on the Form 10-SB and its 1998 Form 10-KSB, which resulted in the trading halt in its stock on the American Stock Exchange. Carnegie had previously announced that discussions with the Staff of the SEC arose during an ordinary course review of the company's filings. The company is continuing to work with the SEC, as well as with its own auditors and attorneys, to address and resolve those comments. Certain of the statements included in the Carnegie filings are the subject of class action litigation against the company in the United States District Court for the District of Maryland. Lowell Farkas, Carnegie's president and CEO, said the company "will vigorously defend all claims against it in the litigation." Farkas described the current period as "very frustrating for all Carnegie management, staff and investors." He said there have been no layoffs or unusual firings, and that the operation of the company and its subsidiaries has continued as in the past. Farkas said that Carnegie would incur additional legal and audit costs as a result of the SEC review and compliance efforts and to defend the litigation, estimating these costs to be as much as $ 1,000,000 and saying they would be charged against 1999 operations. He also said that Carnegie would restate its financials for 1997 and 1998 following the completion of the review by the SEC. "We are taking steps to put these matters behind us," Farkas said, noting that Carnegie management "deeply appreciates the ongoing support of our shareholders." Farkas said Carnegie's Web site (www.carnegieint.com) will have all information for stockholders, including announcements or press releases concerning the resumption of trading or any other company news. Carnegie International Corporation (AMEX: CGY) is an Internet support and computer telephony holding company with specialization in telecommunications products, services and distribution, and in E-Commerce and EDI. CENTRAL POWER: Contests Suit In Texas Over Underpayment For Franchise --------------------------------------------------------------------- In May 1996, the City of San Juan, Texas filed a class action in Hidalgo County, Texas District Court on behalf of all cities served by Central Power & Light Co. alleging underpayment of municipal franchise fees. The plaintiffs' petition asserts various contract and tort claims against CPL and requests certain audit rights. Although the plaintiffs' pleading seeks unspecified damages and attorneys' fees; plaintiffs' attorneys have asserted in public statements that CPL's liability in this matter could exceed $100 million plus punitive damages. CPL filed a counterclaim for any overpayment of franchise fees it may have made as well as its attorneys' fees. CPL also filed a motion to transfer venue to Nueces County, Texas, and a plea to the jurisdiction and pleas in abatement asserting that the Texas Commission has primary jurisdiction over the claims. In May 1996 and December 1996, respectively, the Cities of Pharr, Texas and San Benito, Texas filed individual suits making claims virtually identical to those filed by the City of San Juan. In January 1997, CPL filed an original petition at the Texas Commission requesting the Texas Commission declare its jurisdiction over CPL's collection and payment of municipal franchise fees. In April 1997, the Texas Commission issued a declaratory order in which it declined to assert jurisdiction over the claims of the City of San Juan. CPL appealed the Texas Commission's decision to the Travis County, Texas District Court, which affirmed the Texas Commission ruling on February 19, 1999. After the Texas Commission's order, the Hidalgo County District Court overruled CPL's plea to the jurisdiction and plea in abatement. In July 1997, the Hidalgo County District Court entered an order certifying the case as a class action. CPL appealed this order to the Corpus Christi Court of Appeals. In February 1998, the Corpus Christi Court of Appeals affirmed the trial court's order certifying the class. CPL appealed the Corpus Christi Court of Appeals ruling to the Texas Supreme Court, which declined to hear the case. In August 1998, the Hidalgo County District Court ordered the case to mediation and suspended all proceedings pending the completion of the mediation. The mediation was completed in December 1998 without a resolution. On January 5, 1999, a class notice was mailed to each of the cities served by CPL. Over 90 of the 128 cities declined to participate in the lawsuit. However, CPL has pledged that if any final, non-appealable court decision in the litigation awards a judgement against CPL for underpayment of franchise fees, CPL will extend the principles of that decision to the cities that decline to participate in the litigation. The plaintiffs have filed a motion to extend the time for the cities to decide whether to participate in the lawsuit. Although CPL believes that it has substantial defenses to the cities' claims and intends to defend itself against the cities' claims and pursue its counterclaims vigorously, CPL currently cannot predict the outcome of the municipal franchise fee litigation or its ultimate impact on CPL's results of operations or financial position. COMMAND SYSTEMS: Set Up Settlement Fund For Securities Suit In N.Y. ------------------------------------------------------------------- On or about May 6, 1998, plaintiffs Don M. Doney, Jr. and Madelyn J. McCabe filed a lawsuit in the United States District Court for the Southern District of New York. The lawsuit was filed against the Company, certain of its officers and directors (Edward G. Caputo, Stephen L. Willcox, Robert Dixon, John J.C. Herndon, James M. Oates and Joseph D. Sargent) and the managing underwriters of the initial public offering (Cowen & Company and Volpe Brown Whelan & Company LLC). On or about June 22, 1998, the same plaintiffs amended their complaint in the lawsuit they had filed with the United States District Court for the Southern District of New York. On or about May 8, 1998, another plaintiff, Chaile B. Steinberg, filed a new lawsuit against the same defendants in the same court. On or about June 26, 1998, named plaintiff Michael Makinen, filed a lawsuit in the same court against the same defendants. Each of the plaintiffs purports to represent a class consisting of purchasers of common stock pursuant to the initial public offering. These lawsuits were consolidated into one lawsuit by order of the United States District Court for the Southern District of New York. Consequently, the plaintiffs filed a consolidated complaint named In Re Command Systems, Inc. Securities Litigation on September 30, 1998, seeking to represent a class of purchasers of common stock from March 12, 1998, the date of the initial public offering, through April 29, 1998. The consolidated complaint alleges that the defendants violated the Securities Act of 1933 in that the Company failed to properly register 345,000 shares of common stock that were sold in the initial public offering, and consequently the defendants sold unregistered securities to the public, and the prospectus for the initial public offering contained untrue statements of material fact and omitted to state other facts necessary to make the statements made in the prospectus not misleading with respect to the unregistered shares, the Company's business strategy and other matters. The plaintiffs sought rescission of the sales of the shares in the initial public offering and unspecified damages, including rescissionary damages, interest, costs and fees. On May 20, 1999, a definitive settlement agreement (the "Stipulation of Settlement" or "Stipulation") was executed by the parties via their counsel. The court entered a judgment approving this settlement on August 11, 1999. Pursuant to the terms of the Stipulation, the parties agreed to a total payment from the Company to the plaintiffs of $5.75 million in cash plus accrued interest, minus approved attorneys' fees and related expenses. The $5.75 million accumulated interest as of June 11, 1999, the date of the preliminary court approval of the Stipulation of Settlement, but will not be payable until the court's judgment of August 11, 1999 is no longer subject to appeal. Such judgment is not appealable after 30 days from the date the judgment was entered. In addition, the Company may be responsible for certain legal fees and related expenses incurred in connection with the litigation. The Company recognized a charge to operations of $1.8 million in the fourth quarter of 1998 for costs of the settlement and related expenses. Of the $5.75 million to be deposited in a settlement fund by the Company, the Company will be reimbursed for all but $1.65 million. This reimbursement will come in part from the Company's insurance carrier and the rest pursuant to the indemnification agreement with the Company's former counsel in the initial public offering. In addition, the Company may be responsible for certain legal fees and related expenses incurred in connection with the litigation. In the settlement, the members of the class represented by plaintiffs gave up their right to assert individual claims against the Company or its underwriters, based on their purchase of the Company's common stock in the initial public offering and in the open market during the period from March 12, 1998 through April 29, 1998. In return for this concession, class members became entitled to share pro rata in the $5.75 million cash settlement fund, plus interest, minus approved attorneys' fees and related expenses. No class member chose not to participate in, or to "opt-out" of, the settlement. The settlement provided for a pro rata distribution of the cash settlement fund, plus interest, minus approved attorneys' fees and related expenses, to purchasers of the Company's common stock in the period from March 12 through April 29, 1998, inclusive. Without knowing the number of claimants, the Company cannot estimate the net amount actually payable on a per share basis. DETROIT EDISON: Alleged Of Harassment And Bias At Working Place --------------------------------------------------------------- The National Organization for Women declared Detroit Edison a "merchant of shame" because of the electric utility's alleged harassment and discriminatory policies against its workers. "This is the time to turn up the heat," said NOW President Patricia Ireland, who joined Edison employees and other Metro Detroit workers for a daylong forum on employee rights at St. Paul's Cathedral Church on Woodward near Detroit's Cultural Center. More than 150 people attended. Detroit Edison, which met with NOW this year to discuss workplace issues, expressed dismay at the label given by the women's rights organization. "We don't belong on that list," said Marva Goldsmith, manager of human resources for Detroit Edison. Goldsmith said Edison, in an attempt to improve working conditions, has adopted a zero-tolerance policy for bias and harassment and is taking steps to become a model workplace. She conceded the company still "needs to invest time" on making improvements. This was Ireland's second trip to Detroit this year to address workplace issues at Edison. Last year, Edison reached a settlement ranging from $ 17.5 million to $ 65 million with plaintiffs in three class-action lawsuits involving race, sex and age discrimination. The utility was to improve workplace conditions under that agreement. But at the recent forum, Ireland claimed improvements have not been forthcoming. Last fall, 12 more power plant workers filed sex, race and age discrimination claims against Edison. Cindy Page, one of the plaintiffs, said she was made uncomfortable with sexual and racial remarks and offensive materials, including pornography. One man, she said, threatened to shoot a black co-worker. "My complaints always fell on deaf ears," Page told the Saturday forum. (The Detroit News 8-22-1999) GTE FLORIDA: Fed. Ct. Lets Tel Service Customer Amend RICO Complaint -------------------------------------------------------------------- A federal district judge in Florida has granted a customer leave to amend his proposed class action RICO complaint against his telephone service local exchange carrier (LEC). The judge said the complaint, which alleges the defendant and other LECs participated in what is known as "cramming" by allowing fraudulent charges to appear on telephone bills, failed to state a RICO claim and failed to plead fraud with particularity. Bill Buck Chevrolet Inc. v. GTE Florida Inc., No. 99-23-CIV-T-17A (MD FL, June 22, 1999). Background The complaint defines "cramming" as "the practice of initiating unauthorized, misleading, or deceptive charges for a variety of services that appear on the telephone bills of end-users (the person to whom local telephone service is provided). These charges originate with service providers who offer various phone services and forward their charges to entities known as bill aggregators. A bill aggregator is in the nature of a clearinghouse, and it separates the charges by LEC and transmits them to the LEC. The LEC prints the charges on the end-user's telephone bill. The LEC typically remits the billed amounts to the bill aggregators and the service providers within 30 days regardless of whether the end user has paid the telephone bill by that time. Plaintiff Bill Buck Chevrolet Inc. alleges that by doing so, the LEC effectively finances the operations of the service providers and bill aggregators. Plaintiff further alleges that by furnishing a billing vehicle for the service providers, the LECs have facilitated the service providers' unlawful conduct. Defendant GTE Florida Inc. and other LECs typically retain about 5% of the amount billed by the service provider. Plaintiff also alleges because LECs retain a portion of the amounts billed, they have a financial interest in maximizing the amounts for which service providers bill customers. Plaintiff alleges defendant has included charges on plaintiff's telephone bills that defendant knew or should have known were fraudulent and failed to institute appropriate safeguards to prevent such misconduct. The complaint also alleges defendant and other LECs have joined in the unlawful conduct of the bill aggregators and service providers in order to share in the revenues the conduct generates and their acts constitute violations of the Racketeer Influenced and Corrupt Organizations Act (RICO). As predicate acts, plaintiff alleges mail and wire fraud, including the mailing of telephone bills. District Court Decision In Florida, federal district judge Elizabeth A. Kovachevich granted defendants motion to dismiss on grounds plaintiff failed to state a RICO cause of action and failed to plead fraud with particularity. However, the court granted plaintiff leave to amend its complaint. The judge said plaintiff's complaint failed to establish that defendant engaged in racketeering activities because it did not allege facts demonstrating the requisite scienter on the part of defendant for mail or wire fraud, the predicate acts on which it relies. That is, defendant had to know that a particular service provider engaged in cramming or that particular charges on plaintiff's bill were fraudulent. The district court found that the complaint's description of the alleged enterprise was overly vague and did not allow the court to evaluate whether the alleged enterprise met the legal standard needed to establish a RICO enterprise. In the complaint, no particular service provider or bill aggregator was identified as having a business relationship with the defendant, much less as having engaged in cramming in the context of that business relationship, the court observed. Additionally, the allegations did not establish that plaintiff relied on the alleged fraud or that it caused plaintiff any injury. The judge said that a civil RICO plaintiff must show not only the racketeering activity, but also that the racketeering activity caused him to suffer an injury. With alleged mail or wire fraud, she continued, the plaintiff must have relied to his detriment on misrepresentations made in furtherance of the scheme. Judge Kovachevich said plaintiff's failure to plead wire or mail fraud with particularity was also ground for dismissal of the complaint. Because she was permitting plaintiff to amend the complaint, she addressed the pleading requirements for mail and wire fraud, explaining the complaint should answer the questions of "who, when, where, how and why." Plaintiff should set forth in his complaint: -- * what statements were made in what documents or representations or what omissions were made; * the time and place of each statement and the person responsible for making it; * the content of such statements and the manner in which they misled the plaintiff; and * what the defendants obtained as a consequence of the fraud. Bill Buck Chevrolet is represented by Robert Cyril Widman of Morris & Widman P.A. in Venice, FL, and Herbert Tobias Schwartz of Williams Bailey Law Firm in Houston. Representing GTE Florida are James Maxwell Landis of Foley & Lardner in Tampa, FL, and Michael P. Kenny, Peter Kontio and Valerie C. Williams of Alston & Bird in Atlanta. (Civil RICO Litigation Reporter July 1999) ILLINOIS SUPERCONDUCTOR: Derivative Suit Dismissed In Delaware -------------------------------------------------------------- In a further development of a similar but separate Delaware derivative lawsuit, the Court of Chancery of the State of Delaware on August 11 granted the Company's motion to dismiss with prejudice the 1998 lawsuit of Jonathan Greenwald. Mr. Greenwald had alleged that several of the Company's current and former directors had breached their duties of good faith, loyalty, due care and candor by selecting the financing transaction entered into by ISC in June 1997. As the Company previously announced, the Court of Chancery of the State of Delaware had previously dismissed the lawsuit without prejudice, finding that Mr. Greenwald had failed to satisfy the prerequisites for maintaining a shareholder derivative action under Delaware law. ILLINOIS SUPERCONDUCTOR: Derivative Suit Dismissed In Illinois -------------------------------------------------------------- Illinois Superconductor Corporation (OTC Bulletin Board: ISCO), a supplier of filters for the wireless telecommunications industry, announced that the previously disclosed derivative lawsuit filed in 1998 by Jerome H. Lipman against ISC and several of its current and former directors has been dismissed with prejudice. The Circuit Court of Cook County, Illinois, County Department, Chancery Division granted the defendants' motion to dismiss the lawsuit on August 11, 1999. The lawsuit had alleged that certain of the Company's current and former directors had breached their duties of loyalty, due care and candor to the putative class in connection with a financing transaction entered into by ISC in June 1997. The complaint had also alleged two claims of common law fraud and a violation of the Illinois Consumer Fraud Act arising out of the June 1997 financing. Ted Laves, ISC chairman, president and chief executive officer, commented, "We have felt from the beginning that the lawsuit was without factual or legal merit, and we are extremely pleased with the Court's decision." JACKSON NATIONAL: Michigan Insurer Will Contest Award In Fraud Case -------------------------------------------------------------------A Copiah County jury has awarded over $ 32.5 million to plaintiffs in connection with an insurance fraud lawsuit against a Michigan-based company. Jackson National Life Insurance Co., headquartered in Lansing, Mich., was accused of bilking millions of dollars from Mississippi policy holders by promising customers that they would only have to pay one premium to maintain their policies. "What they do is they'll come back in six to eight years and say you owe more money because the interest rates are down," said plaintiffs' attorney Jim Shannon. "I felt like I hadn't been given what I had been promised," said plaintiff Dolton Haggan. Haggan said he paid $ 7,000 to Jackson National after the company falsely claimed he would not be require to pay any other premiums. "The purpose of this suit is to stop these kinds of sales practices in the state of Mississippi," said attorney Richard Phillips, who also represented the plaintiffs. The jury awarded $ 32.5 million in punitive damages and $ 22,000 in compensatory damages. Jackson National Life officials would not comment on the jury's decision. Company officials said an appeal will be filed. MORGAN LEWIS: 3rd Cir. Affirms 15-Year For Rico And Fraud Conviction -------------------------------------------------------------------- The Third Circuit U.S. Court of Appeals has affirmed the conviction of Allen W. Stewart, former partner in Philadelphia-based Morgan, Lewis & Bockius LLP, for RICO violations and insurance fraud related to his ownership and management of now-insolvent Summit National Life Insurance Co. and Equitable Beneficial Life Insurance Co. United States v. Stewart. P. 6. (Civil RICO Litigation Reporter July 1999) NATIONWIDE LIFE: Contract Owners Denied Class Status In Texas ------------------------------------------------------------- In November 1997, two plaintiffs, one who was the owner of a variable life insurance contract and the other who was the owner of a variable annuity contract, commenced a lawsuit in a federal court in Texas against Nationwide Life Insurance Co. and the American Century group of defendants (Robert Young and David D. Distad v. Nationwide Life Insurance Company et al.). In this lawsuit, plaintiffs sought to represent a class of variable life insurance contract owners and variable annuity contract owners whom they claim were allegedly misled when purchasing these variable contracts into believing that the performance of their underlying mutual fund option managed by American Century, whose shares may only be purchased by insurance companies, would track the performance of a mutual fund, also managed by American Century, whose shares are publicly traded. The amended complaint seeks unspecified compensatory and punitive damages. On April 27, 1998, the district court denied, in part, and granted, in part, motions to dismiss the complaint filed by NLIC and American Century. The remaining claims against NLIC allege securities fraud, common law fraud, civil conspiracy, and breach of contract. The District Court, on December 2, 1998, issued an order denying plaintiffs' motion for class certification and the appeals court declined to review the order denying class certification upon interlocutory appeal. On June 11, 1999, the District Court denied the plaintiffs' motion to amend their complaint and reconsider class certification. NLIC intends to defend this lawsuit (now limited to the claims of the two named plaintiffs) vigorously. NATIONWIDE LIFE: Will Defend Suit In Ohio Over Annuity Contracts ---------------------------------------------------------------- On October 29, 1998, the Company was named in a lawsuit filed in Ohio state court related to the sale of deferred annuity products for use as investments in tax-deferred contributory retirement plans (Mercedes Castillo v. Nationwide Financial Services, Inc., Nationwide Life Insurance Company and Nationwide Life and Annuity Insurance Company). On May 3, 1999, the complaint was amended to, among other things, add Marcus Shore as a second plaintiff. The amended complaint is brought as a class action on behalf of all persons who purchased individual deferred annuity contracts or participated in group annuity contracts sold by the Company and the other named Company affiliates which were used to fund certain tax-deferred retirement plans. The amended complaint seeks unspecified compensatory and punitive damages. On June 11, 1999, the Company and the other named defendants filed a motion to dismiss the amended complaint. The Company intends to defend this lawsuit vigorously. There can be no assurance that any litigation relating to pricing or sales practices will not have a material adverse effect on the Company in the future. NORTHEAST UTILITIES: May Settle For Securities Suit In Connecticut ------------------------------------------------------------------ Northeast Utilities has signed a preliminary agreement to settle six federal and two state shareholder class action lawsuits, which are based on various federal and state securities law and common law theories alleging misrepresentations and omissions in public disclosures related to the NU system's nuclear problems at Millstone, and were filed on behalf of various classes of shareholders who had acquired NU shares between late 1993 and early 1996. The agreement is subject to a number of conditions, including approval by the Federal District Court of the District of Connecticut. If the agreement is approved, NU would be required to contribute approximately $5 million to the settlement, with the rest of the settlement, which cannot be disclosed under a confidentiality provision, coming from proceeds of insurance. It is expected that the conditions will be satisfied and the definitive agreement presented to the Court for its approval in late fall of this year. The Company believes that if approved as submitted, the settlement will not have a material adverse effect on NU's net income, assets or operations. NORTHEAST UTILITIES: Sued In Connecticut Over Environmental Issues ------------------------------------------------------------------ On July 12, 1999, Fish Unlimited and certain other parties, filed an appeal with the Connecticut Appellate Court from the May 7, 1999 decision, and June 21, 1999 denial of reconsideration, dismissing their lawsuit against Northeast Nuclear Energy Company (NNECO)and Northeast Utilities Service Company (NUSCO) over Millstone's effect on the aquatic environment and the Niantic Bay winter flounder population. On July 21, 1999, the Connecticut Superior Court granted NNECO and NUSCO's motion to dismiss an additional lawsuit that was filed by Fish Unlimited and certain other parties on June 2, 1999, challenging the validity of Millstone's water discharge permit. The plaintiffs claim that Millstone is operating without a valid National Pollutant Discharge Elimination System (NPDES) permit and sought temporary and permanent injunctions to enjoin Millstone operations. Millstone's NPDES permit is currently under review for renewal, but both NNECO and the Connecticut Department of Environmental Protection believe that the existing NPDES permit is valid. NUSCO and NNECO expect that the plaintiffs will appeal this decision. PHARMACIES: Chicago Judge Approves Distribution Formula For Settlement ---------------------------------------------------------------------- More than three years after settlements between 20 major brand name pharmaceutical manufacturers and retail community pharmacies were reached to resolve manufacturer price fixing allegations, a federal judge has approved a distribution formula to allocate $723 million in settlement funds. Most of the funds will be paid to thousands of chain and independent pharmacies that are members of a class action lawsuit. A portion of the funds will also be used to establish a foundation to support community pharmacy, and to pay attorney fees and expenses. The ruling issued by Charles P. Kocoras, United States District Court Judge in Chicago, approved a distribution formula proposed by the National Association of Chain Drug Stores. In a 17-page opinion, Judge Kocoras wrote that the pro rata or proportional distribution formula proposed by NACDS is "the most appropriate" of the distribution methods proposed. "We are pleased that the court accepted the distribution formula and that the distribution process of proceeds should begin in early 2000," said Robert W. Hannan, NACDS Interim President and CEO. Under the proportional distribution formula, the judge decreed that "each class member's damages are in direct proportion to the amount of brand name prescription drugs each purchased from October 13, 1989 to February 9, 1995." IMS Health, a leading provider of pharmaceutical purchase and sales information, will establish the total dollar universe of all brand name drugs purchased by all retail pharmacies during the relevant time period. Class plaintiffs and the court agreed that the IMS Health database is the most accurate and cost-efficient resource available to determine each class member's purchase of brand name prescription drugs. IMS will measure each class member's drug purchases as a percentage of all class members' purchases during the relevant time period. Once a list of entitled pharmacies is established, the administrator will notify each pharmacy of its expected pro rata share of settlement funds. Pharmacies will have 90 days to review their claims for validity and accuracy and return them to the administrator for eventual distribution of funds. PHILIP SERVICES: Canadians Concerned About Taking Claims To Delaware Ct ----------------------------------------------------------------------- Canadians who have claims against Philip Services Corp. have the right to have their cases heard in a Canadian court, lawyers for several parties, including the co-founder of the company, argued in a Toronto court. The heated day-long hearing before Mr. Justice Robert Blair threatens to derail a carefully crafted, 'prepackaged' plan by Philip that would have seen the troubled Hamilton, Ont.-based scrap and waste giant emerge from bankruptcy protection before Christmas. At the hearing Joe Groia, representing four of former directors of the company -- including Philip Fracassi, the co-founder -- suggested the deal as crafted grants releases to current directors that are not offered to his clients. 'It's not fair to treat former directors like second-class citizens,' he said. 'Lenders are driving the bus,' he added, 'The current officers and directors are on the bus, and my clients were not even invited to the station to see if they could catch the bus.' Also opposing Philip's plan were lawyers for Deloitte & Touche, the company's auditors, lawyers for underwriters who sold Philip stock to investors, and lawyers for the Royal Bank of Canada, whom Philip owes about $14-million. All share the same concern that the Philip plan forces them to take their claims to a U.S. bankruptcy court in Delaware if they wish to have them addressed. 'It is a very big concern for the bank and for Canadian creditors generally,' said Hilary Clarke,' Royal Bank's lawyer. 'We should not be pushed into the United States.' But the lawyers for Philip argued that any move to consider Canadian claims in Canada would derail their timetable for emerging from bankruptcy, and time is of the essence. David Byers, a lawyer for Philip, and Pamela Huff, the lawyer for the lenders who control the company's fate, said if the court rules in favour of Deloitte and the others, the lenders will simply push the parent into bankruptcy. That would leave the Canadian creditors, who are unsecured, with nothing, they said. 'The pie has been carved up,' said Ms. Huff. 'There isn't anything that the lenders can offer that will satisfy Deloitte.' Deloitte, which is a defendant in class-action lawsuits filed by investors who lost $3.2-billion in the collapse of Philip, has said it plans to name the former and current Philip directors as those responsible for the collapse of Philip stock. But if the plan is approved in the United States, its ability to make the claim will be compromised, the company's lawyer said. The judge several times asked Philip's lawyers whether they wanted it both ways, i.e., to argue as Philip did successfully that the class action suit should be heard in Canada, and then to ask that the bankruptcy be settled in the United States. Also, the court learned that an insurance carrier has informed Philip that it will not honor their directors' and officers' liability insurance. Mr. Justice Blair reserved his decision on the case. 'These submissions raise matters of great difficulty for cross border insolvencies,' he said. (National Post (formerly The Financial Post) 8-20-1999) PRINTRON INC.: N.Y. Judge Upholds Default Judgment Against Director ------------------------------------------------------------------- Federal judge in New York City has refused to vacate a default judgment against a director who deliberately failed to answer an amended complaint in a class action securities suit. Barnes et al. v. Printron Inc. et al., No. 93-5085 (JFK) (SD NY, May 25, 1999). The director's failure to answer after her original law firm withdrew was deliberate, even if she did not act in bad faith, obviating the need to review whether she has a meritorious defense, the judge held. The class action complaint in the Southern District of New York initially alleged fraud in the sale of Printron Inc. stock. Lillian Firestone, a Printron director, was among the individual defendants, and was initially represented by a firm. The complaint was dismissed in 1994 with leave to replead. The second amended complaint added claims for federal and Florida securities violations, negligence, negligent misrepresentation, fraud, breach of fiduciary duty and breach of contract. Firestone and Thomas Beam, who was added to the case in the second amended complaint, failed to answer and failed to respond to an order to show cause whey they should not be defaulted. Their original defense counsel had moved to withdraw three months after the second amended complaint was filed. Judge John F. Keenan then granted the plaintiffs' motion for a default judgment against both of them. In the latest decision, he denied Firestone's motion to vacate the default but granted Beam's motion. Firestone was notified she was in default by the order to show cause but failed to reply or explain her failure to reply, he said. In addition, she waited 11 months to move to vacate the default after being notified of its entry, and her failure to respond was deliberate even if not in bad faith, he said. Finding that Firestone had acted willfully, he said it is unnecessary to determine whether she has a meritorious defense and whether vacating the default would prejudice the plaintiffs. As for Beam, he said the default should be vacated because the record did not show who was served with the second amended complaint and whether service on that recipient was sufficient. Victor L. Zimmerman Jr. of O'Rourke O'Hanlan & Zimmerman in New Haven, CT, appeared for the plaintiffs. Val Mandel P.C. of New York represented Firestone and Beam. (Securities & Commodities Litigation Reporter 7-28-1999) PUBLIC SERVICE: Sued In Oklahoma For Damages Over PCB Contamination ------------------------------------------------------------------- Public Service Co. of Oklahoma has been named a defendant in petitions filed in state court in Oklahoma in February and August 1996. The petitions allege that the plaintiffs suffered personal injury and fear future injury as a result of contamination by Polychlorinated Biphenyls (PCBs) from a transformer malfunction that occurred in April 1982 at the Page Belcher Federal Building in Tulsa, Oklahoma. Each of the plaintiffs seeks actual and punitive damages in excess of $10,000. The first trial date has been set for September 1999. Other claims arising from this incident have been settled and the suits dismissed. Management believes that PSO has defenses to the remaining complaints and intends to defend the suits vigorously. Management believes that the remaining claims, excluding claims for punitive damages, are covered by insurance. Management also believes that the ultimate resolution of the remaining lawsuits will not have a material effect on the Company’s results of operations or financial condition. UNISTAR FINANCIAL: Day Edwards Files Securities Suit In Texas ------------------------------------------------------------- The following is an announcement from Day Edwards Federman Propester & Christensen, P.C.: Day Edwards Federman Propester & Christensen, P.C., filed a securities class action lawsuit against Unistar Financial Service Corp. (Amex: UAI), accusing it of violating the federal securities laws by misrepresenting the Company's business prospects and financial situation through improper and misleading news releases and accounting practices. The price of Unistar common stock collapsed approximately 55% in two days and Unistar's stock was suspended from trading when it was revealed that both the Texas Department of Insurance and the American Stock Exchange were conducting an inquiry into the Company's disclosure practices. According to the Complaint filed by Day Edwards Federman Propester & Christensen, P.C., and its co-counsel, the Company and its top executives failed to disclose the sale, exchange or transfer of millions of shares of stock for undisclosed purposes shortly prior to the collapse of Unistar's stockprice. The stock had a class high of $61.63 per share and a low of $27 per share. Day Edwards Federman Propester & Christensen, P.C., was retained to recover losses suffered by investors from at least October 15, 1998 through July 20, 1999, inclusive. The Complaint particularizes how Unistar and its management violated the Securities Exchange Act of 1934 and specifies the Company's false statements and omissions of material facts. The Complaint was filed in the United States District Court for the Northern District of Texas. Plaintiff's counsel, in addition to Day Edwards Federman Propester & Christensen, P.C., include The Law Offices of Steven E. Cauley, P.A. If you purchased stock during the Class Period you may, no later than 60 days from today, move the Court to serve as Lead Plaintiff of the Class, if you so choose. In order to serve as Lead Plaintiff, however, you must meet certain legal requirements. Contact William B. Federman of Day Edwards Federman Propester & Christensen, P.C., 405-239-2121, ext. 103, or by e-mail at wfederman@oklawyer.com UNISTAR FINANCIAL: Kirby McInerney Retained to File Securities Suit ------------------------------------------------------------------- The law firm of Kirby McInerney & Squire, LLP has been retained to bring a class action lawsuit on behalf of all purchasers of Unistar Financial Service Corp. (Amex: UAI) common stock during the period between October 15, 1998 and July 20, 1999, inclusive. The action will charge Unistar, certain of its directors and officers and others with violations of section 10(b) of the Securities Exchange Act of 1934 and rule 10b-5 of Securities Exchange Commission by reason of material misrepresentations and omissions during the Class Period concerning the value of Unistar's assets and business and the Company's financial results and conditions. During the Class Period, Unistar's common stock soared to over $61 per share, and several Unistar executives disposed of more than 10 million shares of Unistar stock, which was then trading at artificially inflated prices. In mid-July 1999, Unistar's stock price fell more than 55% in a matter of days, and, following trading on July 20, 1999, the American Stock Exchange suspended trading of Unistar stock pending a review. The Company's stock has not traded since. Contact Jeffrey H. Squire, Esq. Ira M. Press, Esq. Ms. Danielle Feman, Paralegal KIRBY McINERNEY & SQUIRE, LLP 830 Third Avenue 10th Floor New York, New York 10022 Telephone: 212-317-2300 or Toll Free: 888-529-4787 or by e-mail at dfeman@kmslaw.com UNISTAR FINANCIAL: Steven E. Cauley Files Securities Suit In Texas ------------------------------------------------------------------ The Law Offices of Steven E. Cauley announced that a securities fraud lawsuit has been filed in the United States District Court for the Northern District of Texas on behalf of purchasers of Unistar Financial Service Corp. (Amex: UAI) common stock during the period between October 15, 1998 and July 20, 1999, inclusive. The complaint charges Unistar and certain of its officers and directors with violations of the Securities Exchange Act of 1934. The complaint filed by Steven E. Cauley alleges that, throughout the Class Period, the price of Unistar's common stock was artificially inflated because: 1) the Company valued its Customer List well in excess of fair market value; 2) the Company amortized the customer list over an excessive period of time; 3) Unistar's website contained false statements regarding Unistar's 1999 revenues; and 4) Unistar had failed to comply with various legal requirements of the Texas Department of Insurance. According to the lawsuit filed by Steven E. Cauley, when this information was disclosed to the securities markets, Unistar lost 55 percent of its value in two days -- then halted trading on July 20, 1999 -- and has not traded since. According to the lawsuit filed by Steven E. Cauley, prior to these revelations and the decline in the price of Unistar, Unistar and several of its officers issued, sold or otherwise disposed of over 16.2 million shares of Unistar at artificially inflated prices. If you wish to serve as one of the lead plaintiffs in this lawsuit you must file a motion with the court within 60 days of August 18, 1999. Contact Steven E. Cauley, or Scott E. Poynter, or Gina M. Cothern, all of Law Offices of Steven E. Cauley, P.A., 888-551-9944, or by email at CauleyPA@aol.com WORLDPORT COMM.: Berger & Montague File Securities Suit In Georgia ------------------------------------------------------------------ Berger & Montague, P.C., recently filed a class action lawsuit for violations of the federal securities laws in the United States District Court for the Northern District of Georgia against WorldPort Communications, Inc. (formerly NASDAQ:WRDP) and its former Chief Executive and Chief Financial Officers, Paul A. Moore and Phillip Magiera, on behalf of all persons who purchased WorldPort common stock between January 4 and June 25, 1999, inclusive. Case No. 1-99-CV-1817. The Complaint alleges that WorldPort and its two highest officers violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The Complaint alleges that defendants issued a series of materially false and misleading statements regarding an equity transaction the Company entered with Heico Companies, LLC. In particular, the defendants failed to reveal that the sale of super-voting stock to Heico, and effective transfer of corporate control to Heico, without a vote of shareholders, violated NASDAQ regulations and jeopardized the continued listing of WorldPort shares on NASDAQ. NASDAQ delisted Worldport effective August 5. If you purchased WorldPort common stock during the January 4 through June 25, 1999 time period, you may wish to join the action. You may move the court to serve as a lead plaintiff on or before September 10, 1999. Contact Berger & Montague, P.C. Arthur Stock, Esq., 888/891-2289 or 215/875-3000 Fax: 215/875-5715 Website: http://home.bm.net.e-mail: InvestorProtect@bm.net TICKERS: NASDAQ:WRDP WORLDPORT COMM.: Schiffrin & Barroway File Securities Suit In Georgia --------------------------------------------------------------------- The following statement was issued today by the law firm of Schiffrin & Barroway, LLP: Notice is hereby given that a class action lawsuit was filed in the United States District Court for the Northern District of Georgia on behalf of all purchasers of the common stock of Worldport Communications, Inc. (Nasdaq: WRDP) from January 4, 1999 through June 25, 1999, inclusive. The complaint charges Worldport and certain of its officers and directors with issuing false and misleading statements and failing to disclose or seek shareholder approval of a transaction that effectively transferred control of Worldport to Heico Companies, LLC. If you are a member of the class described above, you may, not later than September 13, 1999, move the Court to serve as lead plaintiff of the class, if you so choose. In order to serve as lead plaintiff, however, you must meet certain legal requirements. Contact Schiffrin & Barroway, LLP (Andrew L. Barroway, Esq.) toll free at 1-888-299-7706 or 1-610-667-7706, or via e-mail at info@sbclasslaw.com ********* 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. Theresa Cheuk and Peter A. Chapman, editors. Copyright 1999. All rights reserved. ISSN 1525-2272. 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. The CAR subscription rate is $575 for six months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 301/951-6400. * * * End of Transmission * * *