CAR_Public/991111.MBX                  C L A S S   A C T I O N   R E P O R T E R

                Thursday, November 11, 1999, Vol. 1, No. 197

                                 Headlines

AMTRAK: Black Employees Charge Intercity Unit Of Discrimination
BALCOR PENSION: Faces Il Suit For Winding Up Of Affiliated Partnerships
BELMONT NATIONAL: Ohio Suit Says Management Should Have Spotted Fraud
BERGEN BRUNSWIG: Scott & Scott File Securities Suit In California
COLUMBIA/HCA: Faces Lawsuits Over Medicaid/Medicare Violations

CYLINK CORP: CA Judge Orders Bid For Lead Counsel In Securities Case
DAIMLERCHRYSLER CORP: Phil Ct Dismisses Case On Seat; Co Sues Lawyers
DELAWARE STATE: Waste Haulers To Get Settlement For Paying DSWA Fees
DELTA FINANCIAL: Stull, Stull Files Securities Suit In New York
EQUIS FINANCIAL: Faces Investors Suit; Settles With 1 Sub-Class

FRANKLIN LIFE: 42 More Sue In Il. Over Misrepresentation Of Policies
GAYLORD CONTAINER: Dela Oks Class In Shareholders Case With Power Shift
MATTEL INC: Scott & Scott File Securities Suit
MICROSOFT CORP: Prosecutors Seek to Break The Grip of Windows System
RAYTHEON COMPANY: Lockridge Grindal Files Securities Suit In MA

THERMO VISION: Stockholder Files Dela Suit Against Co. Going Private

                              *********

AMTRAK: Black Employees Charge Intercity Unit Of Discrimination
---------------------------------------------------------------
After working his way up the Amtrak ranks from baggage handler to ticket
clerk, Donald Batts saw himself as a natural for a temporary customer
supervisor vacancy at the railroad company. ''They wanted education and
I had a four-year college degree,'' said Batts, who is black. ''They
wanted experience with the company and I had been there nine years. They
wanted managerial experience. I had three years with another company.''
Batts didn't get the job, losing out to a white Amtrak worker with less
experience, education and seniority.

His story is just one of many that make up a class action lawsuit filed
Tuesday by black Amtrak employees who are suing the national railroad
company, alleging discrimination in hiring, promotions and discipline.
It's the third racial discrimination lawsuit filed against Amtrak in two
years, and an attorney representing the 24 plaintiffs in the U.S.
District Court suit said it probably won't be the last. ''Every time we
file, we get a flood of calls from Amtrak workers. We keep finding the
same things cropping up through the Amtrak system,'' said attorney
Warren Kaplan of the Washington Lawyers' Committee for Civil Rights &
Urban Affairs. ''This almost certainly will not be the last suit against
them.''

In a statement, Amtrak said it hadn't reviewed the claims in Tuesday's
lawsuit but is committed to diversity and has zero tolerance for
discrimination of any kind in the workplace. ''Amtrak has also made
significant changes to its policies and procedures in areas such as
hiring, promotion, training, performance evaluation and complaint
resolution to ensure fairness, respect and diversity throughout
Amtrak,'' the statement reads.

Batts said he later learned that before the job was posted, a white
manager had said a white employee would be selected. ''I was angry. I
was more qualified and they knew it too,'' Batts said.

The 24 current and former Amtrak workers have charged the company's
Intercity Strategic Business Unit, which operates in 29 states from
Nevada to New York, with discriminating against black workers in hiring,
advancement, transfer, training and discipline policies and practices.
The suit covers several work categories including service attendants,
train attendants, ticket clerks, conductors, engineers, electricians,
machinists and foremen. No dollar amount is being sought, but plaintiffs
are suing for back and future pay, compensatory and punitive damages and
an order requiring Amtrak to begin programs to provide equal
opportunities for black workers.

A suit filed in August 1998 by seven black managers at Amtrak alleging
discrimination was settled this summer when Amtrak agreed to an $8
million fund to provide economic relief for the employees who sued. The
national railroad, while not admitting any wrongdoing, also agreed to
changes in its human resources as well as extensive changes in corporate
practices designed to prevent race discrimination. The deal must still
be approved by a federal court.
Still to be resolved is a suit filed in April 1998 by eight black Amtrak
employees in the company's Northeast operations and their union accusing
the railroad of racial harassment and discrimination. (AP Online
11-10-1999)


BALCOR PENSION: Faces Il Suit For Winding Up Of Affiliated Partnerships
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Madison Partnership Liquidity Investors XX, et al. vs. The Balcor
Company, et al.

On May 7, 1999, a proposed class action complaint was filed, and on May
13, 1999 was served on the defendants, Madison Partnership Liquidity
Investors XX, et al. vs. The Balcor Company, et al. (Circuit Court,
Chancery Division, Cook County, Illinois, Docket No. 99CH 06972). The
general partner of the Partnership, the general partners of twenty-one
additional limited partnerships which were sponsored by The Balcor
Company, The Balcor Company and one individual are named as defendants
in this action. The Partnership and the twenty-one other limited
partnerships are referred to herein as the "Affiliated Partnerships".
Plaintiffs are entities that initiated tender offers to purchase units
and, in fact, purchased units in eleven of the Affiliated Partnerships.

The complaint alleges breach of fiduciary duties and breach of contract
under the partnership agreements for each of the Affiliated
Partnerships. The complaint seeks the winding up of the affairs of the
Affiliated Partnerships, the establishment of a liquidating trust for
each of the Affiliated Partnerships until a resolution of all
contingencies occurs, the appointment of an independent trustee for each
such liquidating trust and the distribution of a portion of the cash
reserves to limited partners. The complaint also seeks compensatory
damages, punitive and exemplary damages, and costs and expenses in
pursuing the litigation. On July 14, 1999, the defendants filed a Motion
to Dismiss the complaint. A hearing date on the motion has not yet been
set. On September 20, 1999 the Sandra Dee case described below was
consolidated with this case. Future reports to investors will report
only the consolidated case.

The defendants intend to vigorously contest this action. No class has
been certified as of this date. The Partnership believes that it has
meritorious defenses to contest the claims. It is not determinable at
this time how the outcome of this action will impact the remaining cash
reserves of the Partnership.

Sandra Dee vs. The Balcor Company, et al.

On June 1, 1999, a proposed class action complaint was filed, and on
August 16, 1999 was served on the defendants, Sandra Dee vs. The Balcor
Company, et al. (Circuit Court, Chancery Division, Cook County,
Illinois, Docket No. 99CH 08123). The general partner of the
Partnership, the general partners of twenty-one additional limited
partnerships which were sponsored by The Balcor Company, The Balcor
Company and one individual are named as defendants in this action. The
Partnership and the twenty-one other limited partnerships are referred
to herein as the "Affiliated Partnerships".

This complaint is identical in all material respects to the Madison
Partnership Liquidity Investors XX, et al. vs. The Balcor Company et al.
complaint filed in May 1999. The complaint alleges breach of fiduciary
duties and breach of contract under the partnership agreements for each
of the Affiliated Partnerships. The complaint seeks the winding up of
the affairs of the Affiliated Partnerships, the establishment of a
liquidating trust for each of the Affiliated Partnerships until a
resolution of all contingencies occurs, the appointment of an
independent trustee for each such liquidating trust and the distribution
of a portion of the cash reserves to limited partners. The complaint
also seeks compensatory damages, punitive and exemplary damages, and
costs and expenses in pursuing the litigation.

The defendants filed on September 15, 1999 a motion to consolidate this
case with the Madison Partnership case. On September 20, 1999, the
motion was granted and this case was consolidated with the Madison
Partnership case. Future reports to investors will report only the
consolidated case. On September 15, 1999, the defendants also filed a
Motion to Dismiss the complaint.

The defendants intend to vigorously contest this action. No class has
been certified as of this date. The defendants believe that they have
meritorious defenses to contest the claims. It is not determinable at
this time how the outcome of this action will impact the remaining cash
reserves of the Partnership.


BELMONT NATIONAL: Ohio Suit Says Management Should Have Spotted Fraud
---------------------------------------------------------------------
An Ohio banking company that says it was the victim of a
multimillion-dollar fraud has been sued by a shareholder who claims its
management fell asleep at the wheel.

Belmont National Bank in Bridgeport had said this summer that a
three-year-old scheme perpetrated by a bank officer and a borrower had
cost it $15 million. The parent Belmont Bancorp. posted a third-quarter
net loss of $3.9 million, and its stock has fallen roughly 70% since
January. It was trading at $7 at midday Tuesday.

The $376 million-asset company has sued to recover some of the claimed
loss. But in a suit filed late last month, shareholder James John
Fleagane demanded unspecified punitive damages from the company's
management, directors, and accounting firm.

Mr. Fleagane claims they breached their fiduciary duty by failing to
obtain proper collateral and properly monitor loans made to Steven D.
Schwartz, who was president of the now-defunct Schwartz Homes Inc. of
New Philadelphia, Ohio. The bank's accounting firm, S.R. Snodgrass of
Wheeling, W.Va., is particularly accused of "carelessly failing" to
uncover the fraud during audits.

Belmont Bancorp. claims that Mr. Schwartz and William Wallace, a former
executive vice president at Belmont National, misled the bank's board on
the stability of Schwartz Homes and funneled money into bogus accounts.

Class-action status has been sought for the shareholder suit, which was
filed in Ohio County Circuit Court in Wheeling, W.Va. The plaintiff,
could not be reached for comment. His attorney in the suit, Robert P.
Fitzsimmons of Wheeling, said he could not discuss pending litigation.

James F. Bauerle, Belmont's senior vice president and counsel, referred
all questions about the suit to a statement released by W. Quay Mull 2d,
the bank's chairman and acting chief executive. In his statement, Mr.
Mull said the bank "welcomes this further opportunity to present the
facts of the case" and is working with law enforcement authorities in
hopes of recovering some of the lost funds.

The 153-year-old bank added $5.8 million to its loan-loss provision in
the third quarter. Mr. Bauerle said it now has $10 million of reserves
against potential loan problems. (The American Banker 11-10-1999)


BERGEN BRUNSWIG: Scott & Scott File Securities Suit In California
-----------------------------------------------------------------
Scott & Scott, LLC or has filed a class action complaint for violations
of federal securities laws against Bergen Brunswig Corp.(NYSE:BBC -
news). A class action has been commenced in the United States District
Court for the Central District of California on behalf of all persons
who purchased or otherwise acquired Bergen Brunswig Corp. (NYSE:BBC -
news) securities during the period between March 16, 1999 and October
14, 1999.

The complaint charges Bergen and certain of its officers and directors
with violations of the federal securities laws by making
misrepresentations about Bergen's business, earnings growth and
financial statements and its ability to continue to achieve profitable
growth. By issuing these allegedly false and misleading statements,
defendants caused Bergen's stock price to trade at artificially inflated
levels during the Class Period at as high as $ 26 per share, allowing
Bergen to complete the acquisition of PharMerica using Bergen stock to
pay for PharMerica, before the true facts about Bergen's troubled
operations, diminished profitability and its false financial statements
arising from its Stadtlander acquisition were revealed, and Bergen's
stock collapsed to as low as $ 7 per share. Plaintiff seeks to recover
damages on behalf of all persons who purchased or otherwise acquired
Bergen securities during the Class Period.

If you acquired shares, options or bonds in Bergen Brunswig Corp.
(NYSE:BBC-news) and would like to discuss the matters above with an
attorney, please contact: Neil Rothstein, Esq. of Scott & Scott, LLC
800/449-4900, or 800/404-7770, or 619/338-3887. E-mail at
nrothstein@scott-scott.com TICKERS: NYSE:BBC


COLUMBIA/HCA: Faces Lawsuits Over Medicaid/Medicare Violations
--------------------------------------------------------------
Triad Hospitals Inc. discloses the following in its quarterly report for
the period ended September 30, 1999 filed with the SEC as of November 4,
1999:

Columbia/HCA is currently the subject of several Federal investigations
into certain of its business practices, as well as governmental
investigations by various states. Columbia/HCA is cooperating in these
investigations and understands that it is a target in these
investigations. Given the breadth of the ongoing investigations,
Columbia/HCA expects additional subpoenas and other investigative and
prosecutorial activity to occur in these and other jurisdictions in the
future. Columbia/HCA is a defendant in several qui tam actions brought
by private parties on behalf of the United States of America, which have
been unsealed and served on Columbia/HCA. The actions allege, in
general, that Columbia/HCA and certain subsidiaries and/or affiliated
partnerships violated the False Claims Act for improper claims submitted
to the government for reimbursement.

The TRIAD HOSPITALS INC suits seek damages of three times the amount of
all Medicare or Medicaid claims (involving false claims) presented by
the defendants to the Federal government, civil penalties of not less
than $5,000 nor more than $10,000 for each such Medicare or Medicaid
claim, attorneys' fees and costs. To the Company's knowledge, the
government has intervened in at least seven qui tam actions against
Columbia/HCA. Columbia/HCA is aware of additional qui tam actions that
remain under seal and believes that there are other sealed qui tam cases
of which it is unaware.

According to published reports, on July 2, 1999, a federal jury in
Tampa, Florida found two Columbia/HCA employees guilty of conspiracy and
making false statements on Medicare and Champus cost reports for years
1992 and 1993 and a Medicaid cost report for 1993. Both were found not
guilty of obstructing a federal auditor. One other employee was
acquitted of all counts for which he had been charged and the jury was
unable to reach a verdict with respect to another employee. This
employee agreed to a settlement of charges in September 1999.

Columbia/HCA is a defendant in a number of other suits, which allege, in
general, improper and fraudulent billing, overcharging, coding and
physician referrals, as well as other violations of law. Certain of the
suits have been conditionally certified as class actions.

It is too early to predict the effect of outcome of any of the ongoing
investigations or qui tam and other actions, or whether any additional
investigations or litigations will be commenced. If Columbia/HCA is
found to have violated Federal or state laws relating to Medicare,
Medicaid or similar programs, Columbia/HCA could be subject to
substantial monetary fines, civil and criminal penalties, and exclusion
from participation in the Medicare and Medicaid programs. Similarly, the
amounts claimed in the qui tam and other actions may be substantial, and
Columbia/HCA could be subject to substantial costs resulting from an
adverse outcome of one or more of such actions.

On May 11, 1999, Columbia/HCA Healthcare Corporation ("Columbia/HCA")
completed the spin-off of the Company to its shareholders (the
"Spin-off") by a pro rata distribution of 29,898,688 shares of common
stock.

Columbia/HCA, the Company and LifePoint have entered into a distribution
agreement providing for certain arrangements among Columbia/HCA, the
Company and LifePoint subsequent to the date of the Spin-off. The
distribution agreement generally provides that the Company will be
financially responsible for liabilities arising out of or in connection
with the assets and entities that constitute the Company. The
distribution agreement provides, however, that Columbia/HCA will
indemnify the Company for any losses, which it incurs arising from the
pending governmental investigations of certain of Columbia/HCA's
business practices.

The distribution agreement further provides that Columbia/HCA will
indemnify the Company for any losses which it may incur arising from
stockholder actions and other legal proceedings related to the
governmental investigations which are currently pending against
Columbia/HCA, and from proceedings which may be commenced by
governmental authorities or by private parties in the future that arise
from acts, practices or omissions engaged in prior to the date of the
Spin-off and related to such proceedings.

Columbia/HCA has also agreed that, in the event that any hospital owned
by the Company as of the date of the Spin-off is permanently excluded
from participation in the Medicare and Medicaid programs as a result of
the proceedings described above, then Columbia/HCA will make a cash
payment to the Company in an amount (if positive) equal to five times
the excluded hospital's 1998 income from continuing operations before
depreciation and amortization, interest expense, management fees,
impairment of long-lived assets, minority interests and income taxes
less the net proceeds of the sale or other disposition of the excluded
hospital. Columbia/HCA will not indemnify the Company for losses
relating to any acts, practices and omissions engaged in by the Company
after the date of the Spin-off, whether or not the Company is
indemnified for similar acts, practices and omissions occurring prior to
the date of the Spin-off.

Columbia/HCA is negotiating one or more compliance agreements setting
forth certain agreements to comply with applicable laws and regulations.
Triad Hospitals Inc. is obligated to participate with Columbia/HCA in
these negotiations.

Columbia/HCA, the Company and LifePoint entered into a tax sharing and
indemnification agreement, which allocates tax liabilities among
Columbia/HCA, the Company and LifePoint, and addresses certain other tax
matters such as responsibility for filing tax returns, control of and
cooperation in tax litigation and qualification of the Spin-off as a
tax-free transaction. Generally, Columbia/HCA will be responsible for
taxes that are allocable to periods prior to the Spin-off, and
Columbia/HCA, the Company and LifePoint will each be responsible for its
own tax liabilities (including its allocable share of taxes shown on any
consolidated, combined or other tax return filed by Columbia/HCA) for
periods after the Spin-off. The tax sharing and indemnification
agreement prohibits the Company from taking actions that could
jeopardize the tax treatment of either the Spin-off or the internal
restructuring of Columbia/HCA that preceded the Spin-off, and requires
the Company to indemnify Columbia/HCA for any taxes or other losses that
result from any such actions.

Prior to the date of the Spin-off, Columbia/HCA maintained various
insurance policies for the benefit of the Company and LifePoint. In
connection with the Spin-off, Columbia/HCA, the Company and LifePoint
entered into an agreement relating to insurance matters which provides
that any claims against insurers outstanding at the Spin-off will be for
the benefit of the party who will own the asset which is the basis for
the claim, or, in the case of liability claim, which is the owner of the
facility at which the activity which is the subject of the claim
occurred. Columbia/HCA will pay the Company any portion of such a claim
that is unpaid by an insurer to satisfy deductible, co- insurance or
self-insurance amounts (unless such amounts were paid to or accounted
for by the affected entity prior to the Spin-off). Columbia/HCA and the
Company have ensured that all of the insurance policies in effect after
the Spin-off provide the same coverage to the Company that were
available prior to the Spin-off. The Company has purchased continuous
coverage under extensions or renewals of existing, or new, policies
issued by Health Care Indemnity, Inc., a subsidiary of Columbia/HCA. Any
retroactive rate adjustments for periods ending on or before the
Spin-off, in respect of such insurance policies, will be paid or
received by Columbia/HCA.


CYLINK CORP: CA Judge Orders Bid For Lead Counsel In Securities Case
--------------------------------------------------------------------
In a class certification ruling that bucked the national trend, a
federal judge in San Francisco ordered an auction to choose the lead
plaintiff counsel for a securities class action against Cylink Corp.,
rather than giving the job to the law firm whose web site recruited the
most class members, as is common in the post-securities reform world. In
re Cylink Corp., No. 98-04292 (ND CA, Sept. 3, 1999).

Judge Vaughn Walker had used the bid method before the Private
Securities Litigation Reform Act of 1995 (PSLRA) tried to shift control
of securities suits from the lawyers to the plaintiffs -- he turned to
it again after finding that lead plaintiffs in this case lacked the
resources to oversee the litigation, much less the lead attorneys. By
Sept. 30, he will open sealed bids from four competing firms listing
their experience and what percentage of any award or settlement they
would expect to charge the plaintiffs.

He agreed to consolidate seven class action suits, which were filed when
Cylink announced that it would revise its financial statements and the
stock price dropped. The suits by shareholders Nancy Wenderhold and
others alleged that the officers and directors knew of serious financial
problems, but still made rosy projections about the continued growth and
prosperity of the network security software maker.

Cylink and its officers opposed plaintiffs' motion for class
certification on several grounds, but the court focused first on the
adequacy of the notice given to shareholders on web sites established by
seven plaintiff attorneys. He decided that although most of them gave
investors insufficient information, it was sufficient that the notice
given by attorneys for Wenderhold, the original plaintiff, was adequate.

Concerning the lead counsel role, the court noted, "In enacting the
PSLRA, Congress expressed its belief that lawyers had seized control of
class action suits and were bringing frivolous actions on behalf of only
nominally interested plaintiffs in the hope of obtaining quick
settlements."

The PSLRA said the lead plaintiff role should go to the plaintiff with
the greatest financial interest -- rather than the one whose attorney
filed suit first, as was usually the case in the pre-Reform Act world.
However, in practice, what had been a race to the courthouse became a
race to the internet, because the courts generally gave the lead counsel
role to the firm that had recruited the most plaintiffs -- who would
have the greatest combined interest in the company.

Judge Walker found this "aggregation" method inadequate here.
"Aggregation solely for the purpose of creating a group that would have
the largest financial interest in the relief sought by the class would
seem to contravene the PSLRA's purpose of shifting control of the
litigation from the lawyers to the investors," the court wrote.

The judge said there are two instances where aggregation is the right
thing to do:

* where there are numerous sub-classes generated by a series of
  allegedly damaging or mitigating events during the class period that
  purportedly made the damage to shareholders who bought after the date
  of each event greater or lesser (therefore, no one plaintiff could
  adequately represent those sub-classes); and

* where no one plaintiff would have sufficient resources and expertise
  to exercise effective control over the litigation.

Here, additional litigants would not increase representation by covering
the sub-class periods, nor do the litigants claims to possess any unique
expertise that would enable them to fulfill the PSLRA's goal of a shift
in control, the court pointed out. Therefore, competitive bidding is
necessary to protect the class members, it decided.

The judge decreed that the four firms that have expressed an interest in
becoming lead counsel, and any other firms that wish to participate
should submit sealed bid by Sept. 30 detailing their expertise in this
type of litigation, the amount of malpractice insurance they carry, the
adequacy of their resources to prosecute the case, and the percentage of
any recovery the firm will charge. He noted that local counsel would
enjoy no advantage.

Plaintiffs are represented by James Seirmarco of Abbey, Grady &
Squitieri in San Francisco; Mark Gardy and Stephen Fearson of that
firm's New York City office; Sherrie Savett and Jeanne Markey of Berger
& Montage in Philadelphia; Kevin Yourman and James Tullman of Weiss &
Yourman; Michael Braun of Stull, Stull & Brody in Los Angeles; Jules
Brody of that firm's New York City office; and Thomas Shapiro of Shapiro
Haber & Urmy in Boston.

Defendants are represented by Boris Feldman, Leo Cunningham, Peri
Erlanger, and Steve Nikkhou of Wilson, Sonsini, Goodrich & Rosati in
Palo Alto, CA. (Corporate Officers and Directors Liability Litigation
Reporter 9-27-1999)


DAIMLERCHRYSLER CORP: Phil Ct Dismisses Case On Seat; Co Sues Lawyers
---------------------------------------------------------------------
DaimlerChrysler Corporation (NYSE: DCX) turned the tables on the
plaintiffs' lawyers November 10, 1999, filing a lawsuit against the
Philadelphia law firm of Greitzer & Locks, Maryland lawyer William
Askinazi, and their client who had sued the company in a case that was
thrown out by a Philadelphia judge. The company stated that this step
was needed to recover the costs of defending this frivolous class action
and to deter abuses by law firms that file unwarranted and baseless
cases.

"For too long, trial lawyers have been exploiting class actions, turning
these lawsuits into a form of legalized blackmail," said DaimlerChrysler
Vice President and Associate General Counsel Lew Goldfarb. "They launch
frivolous cases because they believe that just the threat of massive
class actions filed in many states can coerce a company into settlement.
It's time they started paying for some of the costs of abusing our legal
system."

In June 1999, Greitzer & Locks and Mr. Askinazi filed a class action
suit in Philadelphia against DaimlerChrysler and three other automakers
alleging that the seat design in their vehicles was unsafe, even though
the seats had the stamp of approval of the National Highway Traffic
Safety Administration, and the plaintiff had never owned a
DaimlerChrysler vehicle. The lawyers filed copycat cases in four other
states and threatened to bring identical cases in 30 more states. On
October 20, 1999, the law firm dropped the claims against
DaimlerChrysler after being warned that it had no case.

"This lawsuit belongs in the class action hall of shame," said Goldfarb.
"Not only was the plaintiff never injured in a DaimlerChrysler vehicle,
he never even owned any DaimlerChrysler vehicle that he claimed was
defective."

DaimlerChrysler Corporation has taken an increasingly hard line against
abusive class action cases in recent years. Just last month, the company
won a major trial against the class action lawyers when an Illinois
state judge tossed out a class action suit involving 1.2 million owners
of Jeep(R) Cherokees. Class action attorneys had demanded more than $500
million for what they called "excessive" noise in Jeep engines. Goldfarb
praised the verdict, but complained that, "millions of dollars in legal
fees had been spent to prove the obvious: It's OK for engines to make
noise." In September 1998, DaimlerChrysler Corporation won an $850,000
judgment against two St. Louis lawyers who had illegally taken
confidential information while employed at one of the company's outside
law firms. The attorneys then used the information to file class action
lawsuits against the company. The appellate court upheld this verdict in
all respects this fall.

"Class action lawsuits should be used to resolve legitimate claims and
not serve as a rigged lottery for trial lawyers," said Goldfarb. "Our
goal in filing this case is to seek compensation for the harm caused to
DaimlerChrysler and to make these plaintiffs' attorneys think twice
before filing a frivolous case against the company. The irony of
frivolous class actions is that they dupe the very people they are
supposed to serve consumers. Not only do consumers rarely see a benefit,
but in the end they also pay higher product costs from the millions
companies spend in defense or settlement."

DaimlerChrysler is seeking a multi-million dollar damage award to
recover the cost of defending the frivolous case, the harm unfairly
inflicted on the company's reputation, and for punitive damages.
(St. Louis Post-Dispatch 11-10-1999)


DELAWARE STATE: Waste Haulers To Get Settlement For Paying DSWA Fees
--------------------------------------------------------------------
Waste haulers and others in Delaware that paid to dispose of waste at
state-run facilities could share in a $ 3.9 million settlement the state
has reached with the National Solid Waste Management Association
(NSWMA). The settlement, if approved by a federal court in Wilmington,
would compensate eligible haulers for tipping fees they were required to
pay at Delaware Solid Waste Authority (DSWA) facilities between May 21,
1995, and April 30, 1999. State law until recently required Delaware
haulers to dispose of solid waste at designated DSWA facilities for a
fee of $ 58.50 per ton.

Several Delaware haulers initially filed a class action lawsuit against
the state authority in May 1998 (SWR, June 11, 1998, p. 185). The suit
charged the agency's flow-control regulations violated the Constitution
by restricting interstate commerce by barring disposal of garbage
generated in Delaware at facilities in other states, where prices often
were 25 percent to 50 percent cheaper.

DSWA, which modified its regulations to eliminate the flow-control
requirement earlier this year, will compensate eligible waste haulers
and others for requiring them to dispose of waste at DSWA facilities
during the four-year period covered in the lawsuit.

NSWMA and the state authority jointly submitted a settlement agreement
to the federal court Nov. 1. The court is expected to consider the
proposed agreement soon and hold a settlement conference in January
2000.

The proposed agreement includes a system for advising haulers and others
that they may be eligible for compensation. DSWA also will post a notice
on the settlement at its facilities and on its Web site. If the court
approves the settlement, eligible claimants could receive payments by
August 2000.

Mike Parkowski, who served as legal counsel to the authority, told SWR
he could not discuss the agreement until the court acts. Contact: David
Biderman, NSWMA, (202) 364-3743. Mike Parkowski, (302) 678-3262. (Solid
Waste Report 11-4-1999)


DELTA FINANCIAL: Stull, Stull Files Securities Suit In New York
---------------------------------------------------------------
The following was announced November 10, 1999 by Stull, Stull & Brody:

Notice is hereby given that a class action lawsuit was filed on November
10, 1999, in the United States District Court for the Eastern District
of New York on behalf of all persons who purchased the common stock of
Delta Financial Corporation (NYSE: DFC) between October 31, 1996, and
August 18, 1999.

The complaint charges each of the defendants, including the principal
underwriters of Delta's IPO, Natwest Securities Limited, Prudential
Securities Incorporated and U.S. Bancorp Piper Jaffray, Inc., with
violations of Sections 11, 12(a)(2) and 15 of the Securities Act of
1933. Additionally, the complaint charges Delta Financial and certain of
its officers and directors with violations of Sections 10(b) and 20(a)
of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated
thereunder.

In particular, the complaint alleges that the Registration Statement and
Prospectus issued in connection with the Company's IPO contained false
and misleading statements concerning the Company's questionable and
improper sales practices, allowing the Company to raise over $
75,000,000 in proceeds from the IPO.

Plaintiff is represented by, among others, the law firm of Stull, Stull
& Brody. If you are a member of the class described above, you may, not
later than sixty days from November 1, 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. If you
wish to discuss this action or have any questions concerning this notice
or your rights or interests with respect to these matters, please
contact Tzivia Brody, Esq. at Stull, Stull and Brody by calling
toll-free 1-800-337-4983, or by e-mail at SSBNY@aol.com, or by fax at
212/490-2022, or by writing to Stull, Stull and Brody, 6 East 45th
Street, New York, NY 10017. TICKERS: NYSE: DFC


EQUIS FINANCIAL: Faces Investors Suit; Settles With 1 Sub-Class
---------------------------------------------------------------
The following is disclosed in the quarterly report of AFG INVESTMENT
TRUST C for the period ended September 30, 1999 filed with the SEC as of
November 4, 1999:

On or about January 15, 1998, certain plaintiffs filed a class and
derivative action, captioned LEONARD ROSENBLUM, ET AL. V. EQUIS
FINANCIAL GROUP LIMITED PARTNERSHIP, ET AL., in the United States
District Court for the Southern District of Florida on behalf of a
proposed class of investors in 28 equipment leasing programs sponsored
by EFG, including the Trust, against EFG and a number of its affiliates,
including the Managing Trustee, as defendants. Certain of the
Plaintiffs, on or about June 24, 1997, had filed an earlier derivative
action, captioned LEONARD ROSENBLUM, ET AL. V. EQUIS FINANCIAL GROUP
LIMITED PARTNERSHIP, ET AL., in the Superior Court of the Commonwealth
of Massachusetts on behalf of the Nominal Defendants against the
Defendants. Both actions are referred to herein collectively as the
"Class Action Lawsuit." The Class Action Lawsuit was divided into two
sub-classes on March 22, 1999.

On May 26, 1999, the Court issued its Order and Final Judgment approving
settlement of the Class Action Lawsuit with respect to claims asserted
by the Plaintiffs on behalf of the sub-class that includes the Trust.
Claims involving the second sub-class, not including the Trust, remain
pending.


FRANKLIN LIFE: 42 More Sue In Il. Over Misrepresentation Of Policies
--------------------------------------------------------------------
Forty-two plaintiffs were added Tuesday to a case that accuses Franklin
Life Insurance Co. of Springfield, Ill., of misrepresenting the cost and
benefits of its life insurance policies. Lawyers Neil J. Maune and J.
Scott Kessinger of Granite City sued Franklin Life in June and April on
behalf of 33 policyholders. The new suits bring the minimum sought from
Franklin Life to $ 2.9 million.

The suits, filed in circuit court in Edwardsville, allege that Franklin
Life agents:

* Were encouraged to market life insurance as an investment that
  provided a benefit better than that guaranteed by the policy's cash
  value.

* Falsely told clients they could obtain new policies and not have to
  pay premiums after a time because of accumulation of cash value.

* Did not tell clients that benefits would decrease - but premiums
  would remain the same - if interest rates decreased.

G. Keith Phoenix, a St. Louis lawyer who represents Franklin Life, could
not be reached. In the earlier suits, Franklin Life responded that the
alleged misrepresentations were contradicted by the language in
policies. Any recovery of money must be reduced by the clients' "own
contributory negligence," the company said. Franklin Life also contends
that claims by Illinoisans are at least partly barred by a $ 246 million
settlement reached in December by American General, the parent company
of Franklin Life. The settlement ended class-action suits in four
states.

Maune said he found his Illinois clients by conducting seminars
throughout the state about the class-action suit. In the Madison County
suit filed in April, one agent was accused of "churning," which Maune
described as using the value from an existing whole life policy to pay
for premiums on a new policy without the policyholder understanding the
transaction. "But what happens is the cash value of a whole life policy
is eaten up, and loans are taken out against that policy," Maune said.
"And if the loans are not paid off, the policy could be lost - or is
lost."


GAYLORD CONTAINER: Dela Oks Class In Shareholders Case With Power Shift
-----------------------------------------------------------------------
A new Delaware Chancery Court judge took a fresh look at the way in
which shareholder suits are classified as either "individual" or
"derivative" and found that entrenchment charges could be called
individual if the complained of actions allegedly shifted corporate
power from public stockholders to management insiders. In re Gaylord
Container Corp. Shareholders Litigation, No. 14616 (DE Ch. Ct., Aug. 10,
1999); see Delaware Corporate LR, Jan. 6, 1997, P. 19,615.

Vice Chancellor Leo Strine, in one of his first major corporate law
opinions since his recent appointment, agreed to certify as a class
action a group of shareholder suits that accused Gaylord Container Corp.
(GCC) officers and directors of manipulating the corporate bylaws so
that they could retain control even after they gave up their majority
interest in the struggling company.

Previous chancery court rulings automatically put such entrenchment
claims into the category of derivative suits -- that is, a claim on
behalf of the company that alleged a wrong that affected all
stockholders equally. Only individual actions -- suits that claimed a
wrong to a specific shareholder or group of shareholders rather than all
stockholders -- would thus qualify to be consolidated into a class
action. Vice Chancellor Strine found that distinction too arbitrary --
particularly where as here, a series of defensive actions by management
and/or insider shareholders allegedly restricted the voting right or
stock sale power of non-management shareholders.

Defendant Marvin Pomerantz, GCC's chairman and CEO, had controlled 62
percent of the voting power until a bankruptcy reorganization that
reduced the combined stake of Pomerantz and the board to 20 percent.
Just before that change was due to go into effect, the board adopted a
shareholder rights plan and made the following changes in the charter
and bylaws:

* Stockholders may only act at a stockholder meeting -- not by written
  consent;

* A special shareholder meeting may be called only by the board;

* A two-thirds supermajority is required to amend the bylaws; and

* The company will opt into Delaware's merger law, 8 Del.C. Sec.
  203.(Delaware's anti-takeover law).

Numerous shareholders filed breach of duty suits, alleging that
entrenchment was a main motivation for the defensive measures. The board
responded that there was no specific takeover threat at the time the
measures were taken, so they need not be examined under the enhanced
scrutiny doctrine.

Vice Chancellor Bernard Balick (who has since left the court) disagreed
in an earlier opinion on a motion to dismiss. Moran v. Household
International Inc., DE Sup., 500 A.2d 1346 (1985) (see Delaware
Corporate LR, Nov. 5, 1986, P. 25), does not support the proposition
that the business judgment presumption applies to the precautionary
adoption of a shareholder rights plan, he said. A redeemable rights plan
alone would not necessarily state a claim, but here, the adoption of the
pill is alleged to be only part of a draconian scheme to retain power
without a majority interest.

In his opinion on the defendants' opposition to class certification,
vice chancellor Strine noted at the outset the "quite torpid" pace at
which this issue had been pursed from the time the class certification
motion was made in 1997 until he prodded counsel at a recent scheduling
conference.

Since everyone agreed that all the other prerequisites were present, the
decision on whether to grant certification turned on the question of
whether the claims were individual or derivative, the court said.

Vice Chancellor Strine said that the application of the test developed
from the Moran ruling has produced less that predictable results. "Some
of these results seem to flow from whether the plaintiff cited the
correct magic words, rather than from any real distinction between the
relief sought or the injury suffered," the court wrote. "Nor is it clear
to me why a board's action to interpose itself between stockholders who
are ordinarily free to sell their shares, and purchasers who are
ordinarily free to buy those shares if improper -- works an injury on
the corporation as an entity (and thus makes the suit derivative)."

The court found that any action alleging that a shareholder was
prevented from selling stock would be an "individual" injury suit --
even though Moran has been interpreted as requiring a "special injury"
for inclusion in the individual category. Here, the allegation is that
the defensive measures of the defendants hurt only the non-management
shareholders when the directors used corporate bylaw changes to insulate
themselves. He emphasized that this ruling was in the context of a
decision on class certification. "When a corporate board undertakes
related actions that diminish the ability of non-management stockholders
to elect a new slate of directors, entertain sales proposals, and to
amend the corporation's charter and bylaws, the resulting injury to the
non-management stockholders is independent of and distinct from any
injury to the corporation," the court concluded.

Plaintiffs are represented by Joseph Rosenthal, Norman Monhait, and John
Day of Rosenthal, Monhait, Gross & Goddess in Wilmington, DE; Steven
Schulman and Edith Kallas of Milberg, Weiss, Bershad, Hynes & Lerach in
New York; and Sherrie Savett and Stephen Ramos of Berger & Montague in
Philadelphia.

Individual defendants are represented by William LaMotte III and Karen
Pascale of Morris, Nichols, Arsht & Tunnell in Wilmington, and by Thomas
Kuhuns and Timothy Duffy of Kirkland & Ellis in Chicago.

GCC is represented by Lewis Lazarus of Morris, James, Hitchens &
Williams in Wilmington. (See Document Section C for the opinion.)
(Delaware Corporate Litigation Reporter 9-20-1999)


MATTEL INC: Scott & Scott File Securities Suit
----------------------------------------------
Scott & Scott, LLC has filed class action complaints for violations of
federal securities laws against Mattel, Inc. (NYSE:MAT - news). These
are class actions on behalf of purchasers of the common stock of Mattel,
Inc. between 2/1/99 and 10/1/99 and holder of the stock as of March 26,
1999. Mattel designs, manufacturers and markets family products,
including toys.

These actions arise out of an alleged scheme to enable Mattel to acquire
The Learning Company - a seller and maker of educational software
including "Reader Rabbit" and "Carmen San Diego." This alleged scheme
enabled defendants to get approval of the acquisition by The Learning
Company's shareholders, defendants to get approval of the acquisition by
Mattel shareholders and the top two officers of The Learning Company to
pocket over $ 11 million due to the sale of The Learning Company to
Mattel. Defendants' alleged false statements artificially inflated
Mattel stock during the Class Period to as high as $ 30-5/16 per share
during the critical acquisition pricing period between 4/99-5/99 by
falsifying The Learning Company's and Mattel's reported revenues, net
income and EPS and by falsely representing that The Learning Company
represented an excellent strategic fit with Mattel's business and that
its acquisition would be immediately "accretive" to Mattel's 1999 and
2000 results. However, in late 9/99, rumors circulated as news leaked
from Mattel that 3rdQ 99 results would be disappointed causing Mattel's
stock price to decline from $ 22-9/16 to 16-7/8. Then, on 10/4/99, just
a few months after The Learning Company acquisition closed, Mattel
disclosed that The Learning Company had incurred millions in product
returns and bad debt write-offs and that The Learning Company would
incur a $ 50 to $ 100 million loss rather than the large profit forecast
for 3rdQ 1999. As a result, Mattel's 1999 earnings will be less than $
1.20 rather than the forecasted $ 1.50, which just weeks before this
announcement Mattel's CEO had stated she was firmly committed to. Mattel
stock collapsed upon these revelations, falling to $ 11-7/8 on 10/4/99
on huge volume of 29/96 million shares - the largest one-day stock
trading volume in the 39 years Mattel has been listed on the New York
Stock Exchange ("NYSE"). This collapse wiped out $ 3 billion in Mattel
shareholder value in one day.

If you acquired shares, options or bonds in Mattel, Inc. (NYSE:MAT -
news) and would like to discuss the matters above with an attorney,
please contact: Neil Rothstein, Esq. of Scott & Scott, LLC 800/449-4900,
or 800/404-7770, or 619/338-3887. E-mail at nrothstein@scott-scott.com
TICKERS: NYSE:BBC


MICROSOFT CORP: Prosecutors Seek to Break The Grip of Windows System
--------------------------------------------------------------------
The state and federal officials prosecuting the Microsoft antitrust case
now say that their goal in any settlement, or court-imposed remedy, will
be to break the company's monopoly in personal computer operating
systems, or limit its ability to wield such monopoly power.

The Justice Department officials and state attorneys general have not
decided how that should be done. Several proposals are on the table,
from forcing the Microsoft Corporation to publish the proprietary code
for the Windows operating system to breaking up the company.

In the end, Federal District Judge Thomas Penfield Jackson, who oversaw
the trial, will be the one to approve a settlement or select a remedy,
after receiving recommendations from the plaintiffs. But even before a
final verdict, which is expected in February, the plaintiffs have been
emboldened by the judge's findings last Friday that Microsoft used its
operating-system monopoly to stifle innovation, reduce competition and
harm consumers.

The officials say that their goal is to create competition in the
operating-system market -- or to put sharp limits on Microsoft's ability
to exercise monopoly power. "We are now in a position to get a rather
dramatic remedy," said Eliot L. Spitzer, the Attorney General of New
York, the lead plaintiff of the 19 states in the case. "It's an
overwhelming opinion now that it has to address their monopoly in
operating systems."

In the 18 months since the Justice Department and the states filed suit
against Microsoft, much of the talk about the case has involved Internet
browsers and Microsoft's decision to build its browser into Windows. But
Judge Jackson's findings made explicit what was implicit before: The
case is really about the operating-system monopoly and Microsoft's use
of it to promote other products.

"When we started this case, we had nowhere near as specific and clear an
idea how serious and far-reaching the evidence of this abuse of their
monopoly would be," said Richard Blumenthal, the Attorney General of
Connecticut. He added: "The case showed that Microsoft's abuse of its
power in the operating-system market is endemic to its conduct, and any
remedy has to deal with that." James E. Doyle, the Attorney General of
Wisconsin, agreed, saying, "Any remedy has to talk about the operating
system monopoly."

Pre-eminent among the judge's findings was Microsoft's abuse of its
monopoly, a finding that swept some of the softer remedies -- like
forcing it to revise some contracts with other companies -- from
consideration.

When Judge Jackson released his preliminary verdict last Friday, Joel
Klein, the assistant United States attorney general who heads the
antitrust division, said that any settlement or remedy would have to
"fully and properly address" the problems cited by the judge, though he
has not elaborated on how he hopes to accomplish that.

Before that, the state attorneys general seemed to take a tougher line
than the Justice Department. For months, they have called for
restructuring Microsoft or its products, though they were not
necessarily focused on the operating system.

Now they are unified in the position that the problem is the Windows
monopoly, and they say that the Justice Department has joined them in
that view. "The judge's findings have moved the states from rabid hawks
to mainstream," said Wayne Klein, head of the antitrust division in the
Utah attorney general's office.

Mark Murray, a spokesman for Microsoft, said, "We believe it is
premature for anyone to be talking about regulatory steps before the
court actually issues a ruling."

Herbert Hovenkamp, a professor at the University of Iowa College of Law
who is advising the states, said: "If the findings show significant
abuse of monopoly power, then the appropriate remedy is to break up the
monopoly -- not to hobble the company or try to regulate it." He noted
that "breaking up" a company is not such an extreme concept for the
federal government. Quite often recently, the government has required
companies to spin off units to win approval for a merger.

But splitting up Microsoft is hardly the only proposal under discussion.
Mr. Lockyer said he believed it was possible to compel Microsoft to live
within the law with its current structure, though he said he worried
about the effectiveness of any agreements that were limited to changing
the company's conduct, like Microsoft's 1995 consent decree with the
Justice Department to end an earlier antitrust investigation. "It may be
that we could devise conduct guarantees that are more enforceable than
in the past," he said.

Some other state attorneys general disagree, saying that such guarantees
would not be effective. Among the conduct guarantees under discussion
are proposals to force Microsoft to charge every computer maker the same
price for Windows, so that it could not impose higher prices to punish
rivals or those that do business with them. Such a proposal would also
have to include clear guidelines on what Microsoft products and services
it could build into Windows, government officials say. But those ideas
would require constant regulatory scrutiny that many government
officials oppose. The Justice Department and the states have not said
how they will resolve these issues.

The officials say four other remedies are under discussion, though each
could be applied in a variety of ways and might be combined with
elements of others. Not surprisingly, Microsoft said it opposed all of
them.

One idea would be to force Microsoft to publish the secret, proprietary
source code that makes up the Windows operating system. The goal would
be to let other software developers design competing operating systems
that are compatible with Windows and the many thousands of programs that
are written for it. In the early 1990's, when I.B.M. was trying to sell
OS/2, its operating system, the company said it was stymied because
software companies were unwilling to rewrite their programs for OS/2.
Without access to the Windows source code, I.B.M. could not make OS/2
compatible with the existing library of programs written for Windows.

Another idea long favored by the states would be to force Microsoft to
auction the Windows source code so that two or three other companies
could sell competing systems. In that case, Mr. Hovenkamp noted, the
competing companies would have to set up a "joint venture for
compatibility standards" so that computers and software would work
equally well with each system.

In addition, the officials are reviewing two proposals for breaking up
Microsoft. One would split it into several equal parts; each new company
would hold all the software code and intellectual property from
Microsoft products. But they would begin competing with each other.

A final alternative is breaking Microsoft into three companies, one
controlling its operating system; one its applications programs, like
Word and Excel; and the third its Internet and related businesses.

The problem with this idea is that one company would retain an operating
system monopoly. And even if this company's business were limited to
selling operating systems, it could still bundle other products with the
operating system -- the very problem that initiated Microsoft's current
problems with the government. Monitoring that would also require
continuing government involvement, something no one in state or federal
governments want.

Should the judge find Microsoft guilty and impose a remedy, the company
will certainly appeal. But the plaintiffs -- the states and the federal
government -- also have to right to appeal, should they be unhappy with
the judge's decision. (The New York Times 11-10-1999)

The Chicago Tribune of November 10, 1999 says that whatever the score in
federal court, Bill Gates and his Microsoft Corp. are winning in the
court of public opinion. A Gallup poll suggests Americans hardly feel
victimized, in stark contrast to the judge's characterization of
Microsoft last week as a monopolist to blame for higher prices and
stifled innovation in the computer industry. Consumers side with the
software giant over the government, oppose a possible court-ordered
breakup and respect the famous billionaire more than ever.

The article cites the filing by Seastrom Associates Ltd. in New York's
state Supreme Court in Lower Manhattan as the first to follow the
federal judge's harsh finding against Microsoft last Friday, which seeks
class-action status to represent many thousands of New York state
customers. According to the article, such legal threats, which
ultimately could seek billions of dollars in damages, are likely to
increase pressure on Microsoft to reach a settlement.


RAYTHEON COMPANY: Lockridge Grindal Files Securities Suit In MA
---------------------------------------------------------------
Pursuant to Section 21D(a)(3)(A)(i) of the Securities Exchange Act of
1934, Lockridge Grindal Nauen P.L.L.P. hereby gives notice that a class
action complaint has been filed against Raytheon Company
(NYSE:RTNA)(NYSE:RTNB) in the United States District Court for the
District of Massachusetts. The lawsuit was filed on behalf of all
persons who purchased Raytheon securities from August 18, 1999 through
October 11, 1999.

The Complaint charges that defendants issued materially false and
misleading statements in violation of the federal securities laws as
follows. On September 16, 1999, defendants represented to the investing
public that Raytheon expected to take a pretax $ 350 to $ 450 million
restructuring charge in the third quarter "related to further cost
reduction opportunities," but led the market to believe that its
fundamental business was operating well and that Raytheon was not
experiencing contract performance problems. This was not the case. In
fact, the Complaint alleges that as a result of a meeting the Company
had with the Pentagon on September 11, 1999, defendants knew that they
were experiencing problems with its programs. On October 12, 1999,
Raytheon announced, among other things, that it would be taking a $ 668
million third quarter charge - with $ 320 million of the charge relating
to write-offs due to problems the Company denied having with its
programs. As a result, Raytheon's Class A shares fell $ 19-1/2, or
approximately 46 percent, from $ 42 to $ 22-1/2. Additionally,
Raytheon's Class B shares plunged from $ 43 on October 11, 1999, to
close at $ 24-1/4 on October 12, 1999, a drop of $ 18-3/4, or 44
percent, erasing almost $ 4.5 billion in market value.

Plaintiffs are represented by the law firm of Lockridge Grindal Nauen
P.L.L.P. Any member of the proposed Class who desires to be appointed
lead plaintiff in this action must file a motion with the Court no later
than sixty (60) days from October 14, 1999. If you have questions or
information regarding this action, or if you are interested in serving
as a lead plaintiff in this action, you may call or write:
Karen M. Hanson Lockridge Grindal Nauen P.L.L.P. 100 Washington Avenue
South Suite 2200 Minneapolis, MN 55401 (612) 339-6900
kmhanson@locklaw.com TICKERS: NYSE:RTNA NYSE:RTNB


THERMO VISION: Stockholder Files Dela Suit Against Co. Going Private
--------------------------------------------------------------------
On July 13, 1999, Thermal Vision Corp. entered into a definitive
agreement and plan of merger with its parent, Thermo Instrument Systems
Inc., under which Thermo Instrument would acquire all of the outstanding
Thermo Vision common stock (other than shares held by Thermo Electron
and Thermo Instrument, shares held by the Company in treasury, and
shares held by stockholders exercising dissenters' rights) for $7 per
share in cash, without interest. Following the merger, the Company would
become a wholly owned subsidiary of Thermo Instrument and the Company's
common stock would cease to be publicly traded. For the transaction to
be completed, the Securities and Exchange Commission must complete its
review of documents regarding the proposed transaction, holders of a
majority of outstanding Thermo Vision shares (excluding Thermo Electron,
Thermo Instrument, and the officers and directors of the Company, Thermo
Electron, and Thermo Instrument) must vote at a special stockholders'
meeting to be held to approve the proposed merger, and certain customary
conditions must be met. The stockholders' meeting is expected to be held
in the first quarter of 2000.

On July 15, 1999, a lawsuit styled as a class action was filed by a
stockholder of the Company against the Company, Thermo Instrument, and
certain directors of the Company in the Chancery Court of the State of
Delaware. The complaint alleges that the proposed Thermo Vision going
private transaction would deprive the Company's stockholders of the fair
value of their shares of the Company's common stock. The plaintiff is
seeking injunctive and other appropriate relief, although no specific
amount of monetary damages were claimed. The Company, Thermo Instrument,
and the individual defendants filed an answer to the complaint on
September 8, 1999, in which they deny that there has been any violation
of law or breach of any duty to the plaintiff or the purported class set
forth in the complaint. The parties are currently conducting discovery.


                               *********


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
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