/raid1/www/Hosts/bankrupt/CAR_Public/991221.MBX                 C L A S S   A C T I O N   R E P O R T E R

                Tuesday, December 21, 1999, Vol. 1, No. 225


ABBOTT LAB: Lockridge Grindal Files Securities Suit in Illinois
ADAM'S MARK: Co. CEO Says Hotel Chain Will Be Exonerated of Racial Bias
FEN-PHEN: Closing Arguments Before MI Jury to Begin In AHP Trial
FORCED FOSTER CARE: Lawsuit against Rules Is Imminent in Suffolk County
HOLOCAUST VICTIMS: Poland Demands for Inclusion of Farm Workers in Fund

HOLOCAUST VICTIMS: Poland Demands for Inclusion of Farm Workers in Fund
INSPIRE INSURANCE: Barrack Rodos Files Securities Suit in Texas
MANHATTAN: Sp Ct Bars Eviction of Families From Shelters for the Season
MONSANTO: Co. under Fire for GM Foods to Merge with Pharmacia & Upjohn
NAVIGANT CONSULTING: Stull, Stull Files Securities Suit in Illinois

ONYX ACCEPTANCE: Desmond Law Firm Investigates Decline in Stock Price
PERDUE FARMS: Denies Failure to Pay Employees for All Work Hours
PLAINS ALL: Morris & Morris File Securities Suit in Texas
PREMIERE TECHNOLOGIES: Says Ct Dismisses All Claims of Securities Fraud
SALMONELLA TEST: Glickman Stands by Test in Face of Supreme Beef’s Suit

SILKAIR MI185: Victims’ Families Sue in Singapore; Boeing Sued in U.S.
TOSHIBA CORP: Japanese Paper Says Settlement over PC Glitch Is Baffling
TYCO INT’L: Burt & Pucillo File Securities Suit in New Hampshire
UICI: Berger & Montague File Securities Suit in Texas
UNION PACIFIC: TX Royalty Owners Win Class Status over Sham Gas Sale

UNION PACIFIC: Will Vigorously Appeal Cert of Class of Royalty Owners
XEROX CORP: Schatz & Nobel File Securities Suit in Connecticut
XEROX CORP: Stull, Stull Files Securities Suit in Connecticut

* Insurers in Texas Ordered To Check Systems Soon After Jan. 1
* New Commerce Program Prepares To Take Business Litigation Cases


ABBOTT LAB: Lockridge Grindal Files Securities Suit in Illinois
Pursuant to Section 21D(a)(3)(A)(i) of the Securities Exchange Act of
1934, Lockridge Grindal Nauen P.L.L.P. gives notice on December 17 that
a class action complaint has been filed against Abbott Laboratories
(NYSE:ABT) in the United States District Court for the Northern District
of Illinois. The lawsuit was filed on behalf of all persons who
purchased Abbott Laboratories securities from March 17, 1999 through
September 29, 1999.

The Complaint charges that the Company and certain of its officers and
directors issued materially false and misleading statements in violation
of the federal securities laws during the Class period specified above.
Specifically, the Complaint alleges that Abbott concealed from the
public that its Diagnostic Products Division plant, located in North
Chicago, Illinois, was out of compliance with government quality
assurance regulations. Only on September 29, 1999 did Abbott disclose
its receipt of a March 17, 1999 letter from the Food and Drug
Administration detailing violations FDA investigators found at the
Diagnostic Products Division during an inspection conducted from
September to November 10, 1998.

Contact: Karen M. Hanson Lockridge Grindal Nauen P.L.L.P. 100 Washington
Avenue South Suite 2200 Minneapolis, MN 55401, (612) 339-6900

ADAM'S MARK: Co. CEO Says Hotel Chain Will Be Exonerated of Racial Bias
The chief executive of the corporation owning Adam's Mark luxury hotel
chain says the company has enough evidence to prove it is innocent of
racial discrimination.

Fred S. Kummer, president and CEO of HBE Corp., said in a statement that
his company has not engaged in bias against its employees or its
customers. " We believe that, when the [Justice] Department's
investigations are finally concluded, Adam's Mark and its parent, HBE
Corp., will be completely exonerated," the statement said. "In fact, our
data will clearly show, among other things, that Adam's Mark Hotels ...
are absolutely committed to diversity both in our employment composition
and in our approach to customer service."

The Justice Department alleged on December 16 that the Adam's Mark chain
charges black customers higher prices than whites and segregates them in
less desirable rooms as part of a corporate pattern of discrimination.
The St. Louis-based chain owns 21 large, full-service hotels in 13
states, including one in Philadelphia. The chain was sued earlier this
year by five black vacationers who said the Adam's Mark in Daytona
Beach, Fla., singled them out as security risks and made them, but not
white guests, wear bright orange wristbands to get into the hotel. That
private case has become a class action lawsuit. (The Legal Intelligencer
December 20, 1999)

FEN-PHEN: Closing Arguments Before MI Jury to Begin In AHP Trial
Closing arguments should begin in Fayette this week in a diet drug trial
that could earn five plaintiffs hundreds of millions of dollars in
damages, the plaintiffs' attorney said. The Jefferson County jury is
expected to reach a decision before Christmas in the fen-phen trial that
began Nov. 29, attorney Mike Gallagher said.

Five Mississippi plaintiffs claim the drug fenfleuramine found in the
fen-phen diet drug combination has caused serious health damage. The
five also claim the company knew of the drug's risks when they put it on
the market in the early 1990s but kept that information from users.

When the Jefferson County Circuit Court trial ends, Gallagher said, he
will file another lawsuit against drug maker American Home Products with
a new set of plaintiffs. "These are hard-fought cases," Gallagher said.
"We will be trying another case here in Jefferson County sometime in May
or June." Meanwhile, a class-action suit against American Home filed on
behalf of the more than six million diet drug users is being settled for
$4.83 billion. American Home has admitted no liability or wrongdoing,
and has asserted that the majority of people who took the drug have not
had health problems.

Jurors in Fayette will be expected to decide whether American Home is
liable and what damages, if any, it should pay the plaintiffs. While the
exact demand amount has not been made public, reports had indicated the
plaintiffs are seeking as much as $2 billion.

Gallagher has maintained the company knew fenfleuramine was dangerous in
1995, but didn't adequately warn people until 1997. American Home
disputes this claim. (State-Times/Morning Advocate (Baton Rouge, LA.)
December 18, 1999)

FORCED FOSTER CARE: Lawsuit against Rules Is Imminent in Suffolk County
On Dec. 7, in the office of the Suffolk County Department of Social
Services in Coram, two caseworkers and four guards took Billy and Dillon
Engesser, ages 8 and 4, into foster care. Officially, their mother, Eve
Engesser, who is unemployed and homeless, became the first parent in the
county to lose custody of her children as a direct result of regulations
that make work and other welfare rules a condition of shelter.

County officials say they are only following state regulations aimed at
pushing homeless families to self-sufficiency -- regulations that the
Giuliani administration wants to enforce in New York City. The rules
call for children to be placed in foster care if they are considered at
imminent risk of harm when their parents are ejected from a homeless
shelter for violating work requirements and other rules.

The Rev. Ralph B. Wright, minister of the Yaphank Presbyterian Church,
where the Engessers were parishioners before they became homeless,
called the result "outrageous." He said he had driven the family to the
social services office himself in the belief that he had brokered an
alternative to foster care during the four-month period when the boys'
22-year-old mother is barred from shelter, a penalty imposed after she
missed a workfare appointment. "The children were crying, the mother was
crying, the grandmother was going into hysterics," Mr. Wright recalled.

Dennis Nowak, spokesman for Suffolk County's Department of Social
Services, declined to discuss details of the case on the ground of
confidentiality. "It's not for us to determine whether or not the rules
are appropriate," he said. "If we were to do otherwise, it would be to
go against state regulations."

Family Court officials also cited confidentiality in declining to
discuss a hearing on the case held. But Mr. Wright, who participated,
said county lawyers acknowledged that there had been no child abuse or
neglect. And the minister said that the judge, Jeffrey Arlen Spinner,
who is to determine how Christmas visitation will be handled, said the
children would be returned the moment their mother found a home. The
problem is that even an Internet search has turned up nothing for the
$650 to $700 rent allowance set by the county.

Mr. Wright had told the children they would be placed in temporary
housing with their grandparents, Edward Engesser, a disabled Air Force
veteran, and Barbara Engesser, a diabetic recovering from surgery, who
had emerged from the hospital into homelessness themselves just as their
daughter and her two sons were being ejected from the shelter. Instead,
caseworkers abruptly revealed that they had decided the grandparents
were too disabled, he said.

A tight real estate market heightens more fundamental tensions at the
heart of the case. On one side are tough shelter and welfare rules aimed
at making parents better providers. On the other is the thrust of a
century of child welfare law and psychology, that children should not be
removed from loving parents because of poverty.

These issues are central in legal challenges to the regulations, which
make homeless shelters subject to the same system of eligibility
screenings, job searches and work assignments necessary to get welfare.

Mayor Rudolph W. Giuliani is appealing recent orders by two state court
judges temporarily halting enforcement of the regulations in the city,
where a 1989 court ruling, upheld on appeal, declared that children
cannot be taken into foster care for lack of housing, and that services
and housing subsidies should be used instead.

A class-action lawsuit based on that case is expected to be filed
shortly in Suffolk County, where the rules have been enforced since 1996
and about half a dozen families are now expelled each month. Families
are warned that unless they have a plan for the children, child
protective services will be summoned. But until now, no children had
been removed because parents typically said they had housing, and the
county did not check. But recent media attention highlighted families
who were actually sleeping on floors or in cars with their children.

County officials maintain that ejection is only a last resort to
discipline those who refuse to work for their shelter, or who disobey
other rules despite ample help. But the case of Eve Engesser, who was 13
when Billy was born and left school in 10th grade, illustrates the more
complicated picture of cumulative missteps that can no longer be
rectified, rather than a refusal to work. She said she misunderstood a
letter to appear at the county's Department of Labor, believing she was
already complying because she attended the Employment Readiness Program
in the same building. The missed appointment led to ejection because she
had two other welfare sanctions before she became homeless.

One, she said, resulted when she missed high school equivalency classes
because Billy was sick. Another dated from Dillon's infancy, when she
was summoned for a work assignment, only to be sent home by a supervisor
who told her she was exempt, she said, then penalized for not going.

"This is a world with legalisms that would make the Pharisees look like
saints," said Mr. Wright, who moonlights as a tax accountant. "They set
these people up to fail, and then they sanction them when they do fail.
So they're punishing the children for the failure of the mother."

Billy's father has not been in the picture for years. Also 13 when his
son was born, he has yet to pay $400 a month in child support recently
ordered by a court. Dillon's father just lost an effort to contest his

Since the boys were were placed in foster care on Dec. 7 -- at a cost of
$810 a month -- they have been allowed to see their mother only once,
for two hours, in a county office in Ronkonkoma. Billy, a third grader,
has not been in school since his removal.

"They kept saying, 'Mommy, how much time do we have left?' and 'Mommy, I
don't want you to go,' " the boys' mother said through tears after the
visit. She wept again as she searched through the plastic bags that now
hold the family's belongings in an unheated building behind the Yaphank

The jumble of toys, clothing and memorabilia included Dillon's first
footprints, the valentines the children made her last year and the Power
Ranger figure that Dillon has carried to bed with him since babyhood.
Because their removal was unexpected, Mr. Wright said, the boys went
into foster care with only the clothes on their backs.

As the minister drove her through Yaphank, an almost rural corner of
eastern Long Island, Ms. Engesser wistfully pointed out the house where
the whole family used to live in a $703-a-month attic apartment. After
the house was sold, she said, they made a disastrous attempt to relocate
to Florida. Unable to find affordable housing on their return, she and
the boys entered the HELP-Suffolk shelter in Bellport, where 76 families
live in apartment-like units. They were ejected on county orders on Dec.

"We believe it's a tragedy that this family has been separated," said
Richard Motta, president of HELP-USA, the nonprofit parent agency.

After the ejection, Ms. Engesser's father spent his $863 veteran's check
to house the family in a motel for four nights. Now the grandparents
have been placed by the county in another motel, and could be kicked out
for letting their daughter sleep there, Mr. Wright said. But her mother
needs her care, and she has nowhere else to go. "It's a nightmare that
someone can come and take your own flesh and blood," the grandmother
cried. "Why? Because we're poor." (The New York Times December 20, 1999)

HOLOCAUST VICTIMS: Poland Demands for Inclusion of Farm Workers in Fund
Poland kept up the pressure to have farm workers forced to labor in Nazi
Germany included in a compensation fund announced last week. Poland's
chief negotiator in the month-long talks was quoted on December 20 as
saying that Poland will guarantee legal protection from lawsuits only if
farm workers are included in the 10 billion mark ($ 5.2 billion) deal.

Germany has indicated that the 220,000 surviving Nazi-era farm workers
in Poland will not be included in the fund. Details of exactly who will
be covered will be worked out in another round of discussions. ''At the
end of the negotiations, the Polish government will have to give
guarantees to the German side that Polish courts will not accept
lawsuits demanding compensation from German companies,'' Janusz Stanczyk
was quoted as saying in Poland's largest daily, Gazeta Wyborcza. ''We
can give such guarantees only if the fund will cover all deported to the
Third Reich, no matter what kind of work they were forced to.''

The deal for the fund included broad legal protection for German
companies, which proposed the compensation fund partly to protect
themselves from class-action lawsuits in the United States.

More than 2,000 suits have been filed on behalf of Polish farm workers
in German courts. Jacek Turczynski of the Polish-German compensation
fund said he was not aware of any filed yet in Poland.

A lawyer for Helsinki Watch in Poland said it was unlikely, however,
that lawsuits filed in Poland would provide much leverage. ''If such
lawsuits are filed only before Polish courts, and assuming they would be
successful, it would be very hard to enforce them,'' said Marek Nowicki.
(AP Worldstream December 20, 1999)

HOLOCAUST VICTIMS: Talks on Allocation of $5.2 Bil Deal May Take Months
Talks on compensating Nazi-era slave workers and forced laborers will
take several more months while negotiators decide how to split a $ 5.2
billion deal, a German envoy to the talks was quoted as saying on
December 19.

"This will be difficult, maybe even more difficult than the negotiations
so far," Otto Lambsdorff told the Welt am Sonntag newspaper. The issue
of how to split the money is delaying the payments from being issued by
a compensation fund being set up by Germany. U.S. class-action attorneys
and other negotiators endorsed the German offer at the meeting on
December 17 in Berlin but left the issue of how to divide the funds

Lambsdorff said he hoped the money distribution would be settled within
three months, but that he did not expect an agreement at the next round
of talks, set for Feb. 1. Israel welcomed the agreement on December 19,
but it also said quick payments were "of utmost importance in light of
the advanced age of the survivors." (St. Louis Post-Dispatch

INSPIRE INSURANCE: Barrack Rodos Files Securities Suit in Texas
Counsel for Class Plaintiff, Barrack, Rodos & Bacine, issued the
following on December 17:

A class action has been commenced in the United States District Court
for the Northern District of Texas on behalf of all persons who
purchased common stock of INSpire Insurance Solutions, Inc. (Nasdaq:
NSPR) ("INSpire") between January 28, 1998 and October 14, 1999,
inclusive (the "Class Period"). The complaint charges INSpire and
certain of its officers and directors and its parent company with
violations of the Securities Exchange Act of 1934. INSpire is a provider
of policy and claims administration solutions to the property and
casualty insurance industry and offers comprehensive outsourcing
services, software and software services.

The complaint alleges that INSpire made false and misleading statements,
issued false financial results and continually announced new contracts,
representing that the new contracts would provide significant
"recurring" revenue when, in fact, the contracts were generally
contingent on the profitability of its customers.

As a result, INSpire's stock traded at inflated levels during the Class
Period. Defendants took advantage of this inflation, completing a
secondary public offering of 3.9 million shares in March 1998, wherein
INSpire sold 2.7 million shares and Millers Mutual, INSpire's largest
shareholder (and largest customer), sold 975,000 shares for $20.5
million. INSpire's chief executive officer also sold 157,000 shares for
$3.3 million in the secondary offering.

INSpire used part of the proceeds from the secondary offering in which
it sold 2.7 million shares for $54 million to purchase another software
vendor, Paragon Interface Inc. Nonetheless, INSpire's software business
continued to deteriorate. In November 1998, INSpire entered into a large
outsourcing agreement with Arrowhead General Insurance Agency Inc.
Defendants told the market that this transaction would generate $35
million in revenue in year one, that it would allow INSpire to expand
geographically into California, that it would add $0.05 to 1999 earnings
and was a "major leap forward" for INSpire.

As a result of these statements, INSpire's stock immediately increased
to more than $30 per share. Several of the defendants immediately took
advantage of this inflation, selling 106,150 of their INSpire shares for
$3.2 million.

Finally on October 15, 1999 INSpire revealed the horrible state of its
business, including the write-off of nearly all its assets associated
with software and lower operating earnings from outsourcing. Analysts
now project INSpire will have EPS of only $0.32 in 1999 (before charges)
and only $0.17 in 2000 compared to Class Period forecasts of $.89 and
$1.20, respectively. Upon these disclosures, INSpire stock dropped to
less than $4 per share. While the Class has suffered millions in
damages, the defendants received substantial benefits from misdeeds. As
the price of INSpire stock soared to as high as $ 35-3/8, the defendants
sold more than 1.5 million shares of their INSpire stock for proceeds of
more than $33.6 million.

Contact: Maxine S. Goldman, Shareholder Relations Manager, at Barrack,
Rodos & Bacine, 3300 Two Commerce Square, 2001 Market Street,
Philadelphia, PA 19103, at 800-417-7305 or 215-963-0600, fax number
888-417-7306 or 215-963-0838, or by e-mail at msgoldman@barrack.com

MANHATTAN: Sp Ct Bars Eviction of Families From Shelters for the Season
In a highly unusual proceeding on December 8, two judges sitting in
tandem in State Supreme Court in Manhattan temporarily barred the
Giuliani Administration from implementing its new policy of evicting
families from homeless shelters for failure to meet welfare workfare

The City is virtually certain to appeal the order and claim that its
statutory stay permits the new plan to go into effect as scheduled.

The two judges, Justices Helen Freedman and Elliot Wilk, both said the
one-month delay imposed was appropriate in terms of "the spirit of the
season" and expressed doubt as to whether the City could ultimately
prevail. Justice Freedman, in announcing the stay, referred to a letter
she had received from John Cardinal O'Connor and other members of the
clergy in which they had referred to the eviction of the families in the
holiday season as akin "to putting children in the manger."

In ordering the delay while the parties present more legal papers before
they return to court on Jan. 13, Justice Wilk said that the City's plans
are likely to "strike terror in the hearts of people who have children"
who lack access to lawyers and are unaware of their legal rights.

Justice Freedman said "tremendous concern" had been raised by the way
other communities had implement state regulations issued in 1995
allowing shelter for the homeless to be conditioned on compliance with
welfare and other requirements. She specifically referred to news
accounts of families in Suffolk County living in "terrible circumstance"
to avoid having their children placed in foster case after being evicted
from homeless shelters.

Justice Freedman has presided over a 16-year-old class action that has
defined the City's constitutional obligations to the homeless, McCain v.
Giuliani, Index No. 41023/83. Justice Wilk ruled in 1985 in Cosentino v.
Perales, Index No. 43236/85, that the City could not place children in
foster care solely due to a lack of housing.

In an unusual twist, the battle between homeless advocates and the the
Giuliani Administration features a direct conflict in views between two
administrative judges of the Family Court. The current administrative
judge, Joseph Lauria, said the City's plan to place the children of
families evicted from homeless shelters in foster care has longstanding
legal support.

The City has long sought to remove those children from their families on
the theory that their parents' failure to obtain needed welfare services
is a legal predicate for child neglect, Judge Lauria explained in an

In addition, he said that after consulting with Nicholas Scopetta, the
Commissioner of the City's Agency for Children's Services, he concluded
that there would be no significant upsurge in neglect cases because of
the new policy and that the resources of the Family Court would not be

Judge Lauria's immediate predecessor, Michael Gage, who left the post in
October, however, reached the opposite conclusion in an affidavit filed
in support of the Legal Aid Society's motion to block implementation of
the new sanctions.

Judge Gage asserted that the City's plan to begin neglect proceedings
against parents who fail to comply with work requirements has no legal
basis in the Family Court Act. In fact, seeking to place the children in
foster care contravenes a legal requirement that caseworkers avoid
unnecessary foster care placements, she said. She also predicted that
the eviction policy would have an adverse impact on the Family Court's

The Legal Aid Society presented an affidavit from operators of homeless
shelters forecasting that children from as many as 500 families a month
may be the subject of neglect petitions.

                             Prior Arguments

In seeking a green light to begin implementing its plan on Monday, Dec.
13, the City's chief appellate lawyer, Leonard Koerner, argued that the
same argument the advocates were making had been rejected two years ago.
Both Justice Freedman and the Appellate Division had approved the new
state regulations, which authorize the City to condition residence in an
emergency shelter on compliance with welfare work rules (McCain v.
Giuliani, 252 A.D.461). This ruling, Mr. Koerner noted, was left
undisturbed by the Court of Appeals. It would be "an abuse of the
process of law" to bar the City from implementing the new procedures
after it had voluntarily refrained from doing so the first time the
issue was litigated two years ago, he said.

But Steven Banks, the Legal Aid Society lawyer representing the class of
homeless families in McCain, responded that the earlier ruling had only
dealt with the facial constitutional validity of the state's 1995
regulation (18 N.Y.C.R.R @ 352.35) permitting the imposition of
conditions on emergency shelter.

The order affirmed in McCain, Mr. Banks contended, explicitly barred the
City from seeking foster care for the children of evicted families
because of the new regulations. Justice Freedman's May 7, 1997 order,
citing Justice Wilk, states the City may not seek foster care "solely
based upon lack of housing," he pointed out. This is a question of
implementation, not facial validity, he insisted. When the case was
argued two years ago, a plan such as the City's was only "a parade of
horribles," not reality.

But, Mr. Koerner retorted, families are not being evicted because they
lack housing but because they refuse to comply with workfare
requirements. (New York Law Journal December 9, 1999)

MONSANTO: Co. under Fire for GM Foods to Merge with Pharmacia & Upjohn
The Monsanto Company, which makes one of the world's best-selling drugs
but has come under fire recently over genetically altered crops, and the
drug maker Pharmacia & Upjohn Inc. agreed to merge in a deal that would
create one of the world's largest pharmaceutical and biotechnology
companies. The two companies, which have a combined market value of
about $52 billion, plan to combine their growing pharmaceutical
operations and leap into the upper echelon of drug companies early next
year with more than $8 billion in worldwide sales.

Their union, which must be approved by regulators, is an attempt to keep
pace in the rapidly consolidating world of drug makers, where big
research and development budgets and worldwide sales and distribution
networks are common.

The new company, however, will move quickly to separate the agricultural
division of Monsanto, executives said. The company has come under
criticism both in the United States and in Europe over its development
of genetically modified crops, which emit their own pesticides and
immunize themselves against herbicides but also increase crop yields and
hold out the promise of creating more nutritious foods.

The new company plans to create an agricultural subsidiary and then to
sell about 20 percent of the unit to the public in an initial offering
next year. The idea is to separate the pharmaceutical and agricultural
divisions, partly because of shareholder complaints that the
agricultural division is dragging down the stock price of Monsanto.

An outcry against the genetically modified crops began in Europe earlier
this year, and some of the safety concerns have reached American shores.
A week ago, several leading antitrust lawyers filed a class-action suit
against Monsanto, accusing the company of rushing the products to market
without proper testing. The suit also says that Monsanto, the world's
second-largest seed company, played a central role in an international
cartel that fixed the prices of corn and soybean seeds.

Monsanto executives, however, dismissed the suit, which is backed by
environmental advocates, as a political stunt meant to heighten consumer
fears. The company insists the products have been proved to be safe and
says regulators have approved their use in the United States, where more
than 70 million acres of modified corn, soybeans and cotton have been

Now, executives at Monsanto and Pharmacia say, the division of the
company will allow shareholders to make a choice. "We do recognize that
we have some public relations issues," said Fred Hassan, chief executive
at Pharmacia & Upjohn, which is based in Peapack, N.J. "But the
underlying science and technology is very sound."

The deal, which is a stock swap structured as a merger of equals, was
approved by the boards of the two companies over the weekend. It is a
union of two companies that have forged very different paths to creating
products aimed at improving the health and well-being of consumers.

Monsanto, the former chemical maker that transformed itself into a life
sciences company a few years ago, has been flirting with a sale or
merger since late last year, after its agreement to merge with the
American Home Products Corporation collapsed. Since then, Monsanto has
seen strong growth in Searle, its pharmaceutical division, which this
year introduced Celebrex, the blockbuster arthritis drug. Pharmacia &
Upjohn makes everything from Xalatan, the best-selling glaucoma drug, to
Rogaine, the hair-growth treatment. The company also makes Nicorette, a
gum that reduces tobacco dependency. The two companies are expected to
have combined sales of about $17 billion this year.

The name of the new company has not been selected, but it will be based
in Peapack. The agriculture company, which also makes the best-selling
herbicide Roundup, will continue to be based in Monsanto's headquarters
city, St. Louis, and will be led by Hendrik Verfailles, now the chief
operating officer at Monsanto.

Monsanto shareholders, who will receive one share of the combined
company for each Monsanto share, will own 51 percent of the new entity.
Pharmacia shareholders will get 1.19 shares of the new company for every
Pharmacia share they own.

The new company will be headed by Mr. Hassan, 54. Robert B. Shapiro, 62,
the chief executive of Monsanto, will serve as nonexecutive chairman of
the new company for 18 months and will be succeeded by Mr. Hassan.

After failing to merge with American Home Products, Monsanto was rumored
to be in talks about merging with DuPont and Novartis. But in recent
weeks, people close to the deal said Pharmacia had emerged as the most
likely partner, largely because it agreed to take on the agriculture
unit. The two companies then created what they call a novel solution,
creating a subsidiary that would be 80 percent owned by Pharmacia.

Company executives say the agriculture unit could become a valuable
enterprise once genetically engineered crops receive widespread public
and regulatory approval.

Mr. Shapiro called the entire merger "terrific." He said it combined two
fast-growing drug companies with a diverse range of products,
complementary sales and marketing forces in the United States and Europe
and a $2 billion research and development budget, among the largest in
the industry. "This is going to create a heck of a pharmaceutical
business," Mr. Shapiro said. "This answers a lot of questions for
Searle. This puts together two companies with complimentary geographic

The deal comes after months of speculation about which company Monsanto
would tie the knot with and after a year of blockbuster mergers and
acquisition battles in the pharmaceutical world. Pfizer Inc. and
American Home Products are tangling over control of Warner-Lambert.
Earlier this year, Rhone-Poulenc and Hoechst, two giant drug makers,
merged, and Astra combined with Zeneca, forming the largest drug maker,
with more than $10 billion in drug sales.

Investors, however, were lukewarm about the possibility of a merger on
December 17, when speculation about a deal surfaced. Shares of Monsanto
rose $1.375, to $41.75, and Pharmacia & Upjohn dropped $2.75, to $50.25.
Several Wall Street analysts said the deal did not make sense, adding
that Pharmacia could be hurt by the agricultural unit, which has more
than $6 billion in debt. "They don't need agriculture," said Kenneth R.
Nover, an analyst at A. G. Edwards, who follows Pharmacia & Upjohn. "I
wouldn't touch it for that alone. The ag chemicals business is too much
of a hassle."

Mr. Shapiro said he was not concerned about the stock reaction. Wall
Street has not heard the details of the plan and so did not have the
necessary information to react positively, he said. The company, for
example, expects more than $600 million a year in cost savings from the
combination. And Mr. Nover at A. G. Edwards said a deal could increase
Pharmacia's presence in the United States. (The New York Times December
20, 1999)

According to Agence France Presse of December 20, 1999, Hassan said the
merger is "designed to achieve both business growth and enhanced
shareholder value over the near and long term. We are creating a
high-growth pharmaceutical company with a global leadership in sales and
marketing, a superior research and development platform, and top-tier
growth prospects, including several products with blockbuster potential.
"At the same time, we are establishing a structure which gives our
agricultural operations the scope and autonomy to be a leading
independent entity in the agricultural field with high growth
opportunity supported by a strong capital structure and the potential
for direct shareholder investment," he added.

The transaction is expected to close in the second quarter of 2000,
subject to approval by both companies' shareholders, normal governmental
reviews and other customary conditions, Monsanto and P-U said.

NAVIGANT CONSULTING: Stull, Stull Files Securities Suit in Illinois
The following was announced on December 17 by Stull, Stull & Brody:

Notice is hereby given that a class action lawsuit was filed on Dec. 16,
1999 in the United States District Court for the Northern District of
Illinois on behalf of all persons who purchased the securities of
Navigant Consulting Inc. (NYSE:NCI) ("Navigant" or the "Company")
between Jan. 1, 1999 and Nov. 23, 1999 (the "Class Period").

The complaint charges defendants with violations of the Securities
Exchange Act of 1934. The complaint alleges that Navigant and its former
CEO, president and chairman of the board, with issuing false and
misleading statements concerning the Company's financial condition.

Contact: Stull, Stull & Brody, New York Howard T. Longman, Esq.,
1-800-337-4983 e-mail: TSVI@aol.com fax: 212/490-2022

ONYX ACCEPTANCE: Desmond Law Firm Investigates Decline in Stock Price
The Law Office of Leo W. Desmond is investigating the events surrounding
the decrease in Onyx Acceptance Corp. (the "Company") (Nasdaq:ONYX)
stock price. Previously the Company announced that it is restating
income and expenses for the fiscal years 1996 and 1997 and the first,
second and third quarters of fiscal year 1998. Such a restatement was
necessary to comply with Federal Securities Laws and to comply with
Generally Accepted Accounting Principles ("GAAP").

If you purchased Onyx Acceptance Corp. between January 23, 1997 and
January 26, 1999 and have information relevant to the investigation or
wish to learn how to participate in any potential shareholder action,
you may call The Law Office of Leo W. Desmond which will, without
obligation or cost to you, attempt to answer your questions and
concerns. You may contact The Law Office of Leo W. Desmond at 2161 Palm
Beach Lakes Blvd., Suite 204, West Palm Beach, Florida 33409, by
Telephone: 561/712-8000 Toll free at 888/337-6663, by email at
Info@SecuritiesAttorney.com or by visiting its website at
http://www.SecuritiesAttorney.comand the Law Office of Leo W. Desmond
is available to answer questions relating to any other
securities-related matter involving investor losses.

PERDUE FARMS: Denies Failure to Pay Employees for All Work Hours
Perdue Farms Inc. is denying allegations it failed to pay employees for
all their work hours.

A class-action lawsuit filed on behalf of seven current and former
chicken processing employees alleged the Salisbury, Md., company
required its workers to work ''off the clock'' during set-up,
preparation and clean-up time, without compensation or benefits.

In a statement issued December 17, Perdue claimed the suit was initiated
by the United Food and Commercial Worker's union, which the company says
has been trying to organize its workers for years. The company called
the suit ''a continuation of the UFCW's 20-year effort to organize our

PLAINS ALL: Morris & Morris File Securities Suit in Texas
The following is an announcement from the law firm of Morris and Morris:

You are hereby notified that a class action lawsuit was filed on
December 16, 1999 in the United States District Court for the Southern
District of Texas on behalf of all persons who purchased or otherwise
acquired the limited partnership units ("Units") of Plains All American
Pipeline, LP ("PAA") November 17, 1998 and November 29, 1999, inclusive
(the "Class Period").

The complaint charges PAA and certain officers and/or directors of PAA
with violating Section 11 of the Securities Act of 1933, and Sections
10(b) and 20(a) of the Securities Exchange Act of 1934. The complaint
alleges that defendants engaged in an illegal scheme to fraudulently
inflate the price of PAA Units by making a series of false and
misleading representations about PAA's financial results.

Contact: Morris and Morris Patrick F. Morris, Esquire 1105 North Market
Street, Suite 1600 Wilmington, DE 19803 (800) 296-0410 e-mail:

PREMIERE TECHNOLOGIES: Says Ct Dismisses All Claims of Securities Fraud
Premiere Technologies, Inc. (NASDAQ: PTEK) announced on December 20 that
it scored a significant victory in its defense of the pending
shareholder class action suits filed in 1998. The Court dismissed
without prejudice all claims based on allegations of fraud, leaving a
much narrower set of technical disclosure claims brought by a much
smaller class of claimants. The Court did not rule on the merits of the
remaining claims, leaving them for argument on motion for summary
judgement. Patrick G. Jones, Senior Vice President and Chief Legal
Officer of Premiere said that the Company plans to vigorously defend the
much narrower technical disclosure claims that survive the initial

Premiere Technologies, Inc. (NASDAQ: PTEK) is a holding company of
leading Internet-based and telephony-based business-to-business service
providers. Premiere operating companies include Premiere Conferencing,
Premiere Document Distribution, and Premiere Messaging. The Company's
PTEKVentures.com investment arm has ownership interests in
Healtheon/WebMD(NASDAQ: HLTH), S1 Corporation (NASDAQ: SONE), USA.NET,
Webforia, and Derivion. The Company leverages its PTEKVentures
investments to provide additional distribution channels for its various
service offerings. Premiere Technologies' corporate headquarters is
located at 3399 Peachtree Road NE, The Lenox Building, Atlanta, GA

SALMONELLA TEST: Glickman Stands by Test in Face of Supreme Beef’s Suit
Agriculture Secretary Dan Glickman said he's working with the Justice
Department to protect the federal government's Salmonella testing
program amid a legal challenge from a Dallas meat processor.

Earlier this month Supreme Beef Processors Inc. filed a lawsuit claiming
the government's two-year-old test method is invalid. The USDA test uses
Salmonella as an indicator to determine whether a plant's
pathogen-control systems are working to control microorganisms. The
standard allows no more than five of 53 beef samples to contain traces
of the bacteria.

Supreme Beef supplied ground beef for schoolchildren until it failed the
test earlier this year. Glickman said on December 17 three sets of tests
at the plant turned up unacceptably high incidence of the bacteria -
rates of 47 percent, 21 percent and 30 percent. However, no actual
Salmonella poisoning has been traced to the plant, which employs about
380 workers. ''While the vast majority of meat and poultry plants in the
United States have had little trouble meeting our Salmonella standard,
Supreme Beef has failed to do so three times,'' Glickman said. ''Our
Salmonella standard is reasonable, scientifically valid, legally sound,
and we should enforce it.'' (United Press International December 20,

SILKAIR MI185: Victims’ Families Sue in Singapore; Boeing Sued in U.S.
According to the AFP, seven families with relatives who died in the
crash of a Singapore SilkAir jetliner have filed writs against the
airline, a spokesman from SilkAir said on December 18, setting the stage
for legal action. The writs received by the lawyers of SilkAir, a
regional subsidiary of Singapore Airlines (SIA) were filed over the week
by the families ahead of a two-year deadline that expires on December
19, he said.

Under the Warsaw Convention, families of crash victims have two years
from the date of a crash to file lawsuits against the airline involved,
after which they forfeit their right to claim compensation. The crash of
SilkAir MI185 occurred on December 19, 1997, killing all 104 people on
board. The jet was en route to Singapore from Jakarta when it crashed
over the Indonesian city of Palembang on Sumatra island.

The spokesman said they would know by December 20 exactly how many of
the 85 families whose relatives died have filed writs. Some families had
more than one relative who died in the crash, the worst in Singapore's
aviation history.

According to SilkAir, 46 families have either settled or indicated they
would accept the airline's compensation offer. SilkAir initially offered
US$140,000 per family, which was accepted by 26 families. The offer was
then raised to US$200,000 in November, and another 20 families accepted
this compensation. But other relatives of the victims whose families had
yet to accept the compensation offer said it was difficult to make a
decision, since a full report from investigating authorities into the
crash will be released only next year. "Most of the families would
prefer to wait for the results of the investigation. If they accept the
compensation offered, it means you release the airline from any
liability," Aaron Ng, vice-president of the Families of SilkAir MI185
Association said. Ng's girlfriend Claudia Teo was a stewardess on the
ill-fated flight. Teo's family has not accepted the compensation offer
as they are not affected by the two-year time limit, since they are
family of a crew member on the flight, he said. – AFP

The association representing the victims' families has called on the
Singapore government to conduct an independent review of SilkAir's
policies and procedures concerning operations, maintenance and

The families suing the airline are claiming that SilkAir was either
negligent in the way it employed its staff, especially pilots, or in the
way it purchased its aircraft. A total of 104 people on Flight MI185
died when the plane went down in the Musi River in Palembang on Dec 19,
1997. The suits are said to have been based on the interim report of the
Aircraft Accident Investigation Commission (AAIC) of Indonesia released
earlier this year. The report ruled out all other factors -- air traffic
control, weather and maintenance -- except engineering and human factors
as possible causes for the crash. The AAIC later said "unlawful
interference" may have been behind the crash, giving rise to allegations
that its main pilot Tsu Way Ming may have deliberately crashed the

A spokesman for several of the families said: "We had no alternative but
to proceed with the suits because of the two-year time bar and SilkAir's
reluctance to extend the limit. All we are asking for is a just
settlement based on the cause of the accident."

Earlier, Briton David Beevers, whose Singaporean wife, Suryani, was
killed in the crash, and American David Worth, whose wife Kathryn also
died, had sued Boeing for faulty design of the 737. "The subject
aircraft (was) defective and unreasonably dangerous and unsafe by reason
of Boeing's defective design, assembly, inspection (and) testing," Mr
Beevers alleged. Mr Worth, in his suit, said the manufacturer had
"carelessly failed to warn of the catastrophic dangers of a mechanical,
structural and/or electrical failure".

Statement by the Families of SilkAir MI185 Association also expressed
disappointment with the AAIC's investigation process. It criticised the
"snail's pace and lack of transparency of the investigation" citing the
"non-release" of:

* the cockpit voice recorder transcript;
* facts and findings from the simulation tests;
* past disciplinary records of the cockpit crew.

These and other findings and facts contributed to a "non-transparent
investigation which has created unnecessary suspicion and speculation".
It also called on the Civil Aviation Authority of Singapore to
investigate the Boeing 737 with regards to design faults, and the
Ministry of Communications & Information Technology to investigate the
various incidents reported by SilkAir which "have raised serious doubts
about the way the airline chooses to handle and evaluate safety related

In response to the statement of the Families of SilkAir MI185
Association, the Ministry of Communications & Information Technology
said that the government fully appreciates the anxiety of next-of-kin to
learn the cause of the crash. It said the pace of the investigations
should be seen in light of the complex nature of the accident. The
ministry reiterated that investigations are being conducted by an
independent team of investigators, whose final report is expected to be
made known next year. In addition, the Singapore Police are conducting a
separate investigation. The ministry is awaiting their findings and does
not see the need for a separate investigation.

The investigation is being led by the Aircraft Accident Investigation
Commission (AAIC) of Indonesia, which issued a preliminary report in
August that hinted at the possibility the crash may have been
deliberately caused by one of the pilots. Both Indonesia and Singapore
have since referred the probe to their respective police forces. (The
Business Times Dec-18-1999 and Dec-20-1999)

TOSHIBA CORP: Japanese Paper Says Settlement over PC Glitch Is Baffling
The class-action lawsuit brought against Toshiba Corp. in the United
States, which resulted in the company agreeing to pay an out-of-court
settlement of 110 billion yen, is baffling to most Japanese, whose legal
system does not include trial by jury.

According to analysts, Toshiba agreed to settle out of court because it
would have had to pay 1 trillion yen in compensation if it had lost. The
amount would have ballooned to 3 trillion yen if jurors had decided that
the company had maliciously broken the law. This sum could have
bankrupted Toshiba.

Toshiba therefore simply threw in the towel and settled out of court,
and the full details of the lawsuit, save for Toshiba's official
comments, remain unknown to the public.

Reports in the Japanese press have been none too illuminating either.
However, the weekly economic magazine Toyo Keizai carried an extremely
detailed 14-page special titled "The U.S. Judicial System--A Potential
Terror," in its Nov. 27 issue.

                         A Look At The Case

According to official comments by the company, users of Toshiba personal
computers claimed there was an error in the code in the microprocessors
that control the floppy disk drives -- the Floppy Disk Controllers, or
FDCs. This fault could cause an error in writing data to floppy disks
and corrupt data stored on them.

Although only two people filed the lawsuit, because an estimated 5
million people owned Toshiba personal computers and were thus
potentially at risk, the suit was filed as a class action. Lawyers for
the two original plaintiffs placed advertisements in newspapers inviting
other users to become plaintiffs.

In an official statement, Toshiba commented, "We contested the case by
insisting that we had not received a single complaint from users around
the world (concerning problems that could be attributed to the alleged
fault). In the United States, however, it is argued that anyone is
entitled to seek legal redress if he or she is subject to potential

Toshiba also said that if the case had gone to trial by jury, it would
have been likely to be ordered to pay massive compensation if it lost.
The statement concluded that, after weighing all these risks and hearing
the opinions of legal advisers, Toshiba chose to settle out of court.

However, Toshiba added, "This settlement does not mean that our company
has admitted legal responsibility nor that our personal computers have
technological faults." This statement convinces me that Toshiba had no
reason to settle out of court if it believed it would not be held
legally responsible in any way. Toshiba's seemingly ambivalent attitude
may provide a hint as to why it decided to end the dispute out of court.

The FDCs that were the focus of the lawsuit were developed in 1978 by
NEC Corp., whose format was the de facto standard. In the 1980s, NEC
supplied these FDCs to other makers on license contracts. Toshiba then
developed FDCs that were compatible with NEC's products. The design of
Toshiba's FDCs is different from NEC's format, although the functions
are the same. "Toshiba decided not to become an NEC official licensee.
It developed its own FDCs that were compatible with those made by NEC.
Whether there was any trouble regarding the matter is not public
knowledge, but Toshiba and NEC went on record as signing a conciliation
contract in 1985 that permitted them to produce products that are
compatible with each other's devices," Toyo Keizai said in the article.
According to the contract, neither party would insist on licensing

Basically, Toshiba considered its FDCs to be different from NEC's
product. When NEC found a bug in 1987, it reported the problem to its
licensees. As Toshiba was not an NEC licensee, it may not have been
informed of the fault. However, according to the Toyo Keizai, NEC's
subsidiary in the United States told Toshiba of the problem.

The Nov. 1 issue of the online version of Wall Street Journal reported
that when NEC redesigned its FDCs, Toshiba decided not to follow suit.
The newspaper quoted Gary Elsasser, vice president of Toshiba America
Information System, Inc., as saying that Toshiba officials did not
regard the bug as a problem. At that time, personal computers were
single-task devices that did not process more than one job
simultaneously. This is probably why Toshiba did not consider the bug to
be a problem.

Toshiba defended itself by arguing that although a problem could occur
theoretically, it would not happen unless its personal computers were
used under unrealistic and severe conditions.

However, the arrival of Windows 95 enabled multitasking, the processing
of several jobs simultaneously, for personal computers. This meant that
users of personal computers containing Toshiba's FDCs could face some
restrictions when using the computers.

If the 110 billion yen out-of-court settlement is a result of Toshiba's
carelessness, its executives should not complain -- even if shareholders
were to bring a class-action lawsuit against them. However, because the
settlement was made at an early stage in the proceedings, it has become
difficult to discover the truth. Thus, it is not easy to hold Toshiba's
management responsible for the colossal compensation the company was
forced to pay.

There is one last point that irritates -- a law firm in the United
States will receive 16 billion yen as a "reward of justice." (The Daily
Yomiuri (Tokyo) December 20, 1999)

TYCO INT’L: Burt & Pucillo File Securities Suit in New Hampshire
Pursuant to Section 21D(a)(3)(A)(i) of the Securities Exchange Act of
1934 ("Exchange Act"), Notice is hereby given that on December 15, 1999,
a shareholder of Tyco International, Ltd. (NYSE:TYC) initiated a class
action lawsuit alleging violations of the federal securities laws which
was filed in the United States District Court for the District of New
Hampshire, Case No. C-99-587-B. The action is brought on behalf of a
class of persons who purchased Tyco International, Ltd. ("TYCO" or the
"Company") Securities during the period from October 1, 1998 through
December 8, 1999 (the "Class Period").

The Complaint in this action alleges that TYCO and its Chief Executive
Officer and Chief Financial Officer (collectively, the Defendants")
violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934
by, among other things, issuing materially false and misleading
statements to the investing public which concealed the fact that TYCO
had employed certain accounting devices and methods which made it appear
that certain recently acquired businesses were experiencing
extraordinarily healthy growth rates which would not have been the case
absent use of the undisclosed accounting devices. The complaint further
alleges that the price of TYCO's shares was artificially inflated as a
result of Defendants' omissions of material fact and that the officer
defendants sold a significant amount of their personal holdings of TYCO
stock while in possession of the undisclosed material facts.

Contact: Plaintiff's counsel, Michael J. Pucillo or Wendy H. Zoberman at
Burt & Pucillo, LLP, at 1-800-349-4612 or 561-835-9400, or e-mail
addresses: law@burt-pucillo.com or burtpucill@aol.com (A motion for
appointment of a lead plaintiff must be filed by February 10, 1999.)

UICI: Berger & Montague File Securities Suit in Texas
Berger & Montague, P.C. (http://home.bm.net)announced that on December
16, 1999, it filed a class action lawsuit for violations of the federal
securities laws in the United States District Court for the Northern
District of Texas against UICI (NYSE: UCI) and two of its highest
officers, on behalf of all persons who purchased UICI common stock
between May 5, 1999, and December 9, 1999, inclusive. Case No.

The Complaint charges that UICI and two of its officers violated
Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The
Complaint alleges that defendants issued materially misleading financial
statements which overstated corporate earnings by recording inadequate
reserves for credit card losses at UICI's United CreditServ subsidiary.

The Complaint further alleges that one of the defendants utilized his
inside information regarding the artificial inflation of the Company's
stock price to sell significant amounts of his personal UICI stock

Contact: Sherrie R. Savett, Esq., Arthur Stock, Esq., Susan Kutcher,
Investor Relations Manager, Berger & Montague, P.C., 1622 Locust Street,
Philadelphia, PA 19103, Phone: 888-891-2289 or 215-875-3000, Fax:
215-875-4604, Website: http://home.bm.nete-mail: InvestorProtect@bm.net

UNION PACIFIC: TX Royalty Owners Win Class Status over Sham Gas Sale
Fleming and Associates announced that more than 27,000 royalty owners
from across the State of Texas have been granted class action status in
their fight against the Ft. Worth-based Union Pacific Resources Group,
Inc. (NYSE: UPR). Also included as defendants in the suit are four
entities affiliated with the parent company (UPRG): Union Pacific
Resources Company, Union Pacific Fuels, Inc., Union Pacific Oil and Gas
Co., and Union Pacific Austin Chalk Company.

The lawsuit, filed in Brenham, Texas by the Houston-based law firms of
Fleming & Associates, L.L.P. and Looper, Reed, Mark & McGraw, Inc., and
the Brenham firm of Moorman, Tate, Moorman, Urquhart & Haley, L.L.P.,
seeks to recover damages owed to the royalty owners. The class action
certification order, signed on December 7 in state court in Brenham,
allows parties owning royalty interests under leases located in the
State of Texas to seek recovery for underpayment of royalties from Union
Pacific Resources for natural gas production occurring during the first
quarter of 1994 through the present.

"Under Texas law, Union Pacific Resources has a duty to these royalty
owners to market their gas diligently," said Robert R. Herring, Jr.,
Fleming & Associates. "Union Pacific Resources failed to market the gas
diligently in this case because they simply sold the gas to an affiliate
and paid royalty on the proceeds from this sham transaction, instead of
on the proceeds that UPR actually received on the open market." Herring
estimated the damages as approaching $100,000,000. "While discovery has
not been completed, we believe the damages will be substantial."

The lawsuit alleges that Union Pacific Resources engaged in a deliberate
scheme aimed at lowering royalty payments to the royalty owners. "The
net effect of UPR's slight-of-hand operations was to take dollars away
from a lot of folks who depend on these checks to make ends meet," said
Will Bowen, former teacher and class action suit representative. "What
they did was quite clever. They shifted the value of the natural gas
production away from the point where the royalties were calculated to a
position downstream in a wholly-owned subsidiary. They sold the natural
gas through a process of inter-affiliate sales from one wholly-owned
subsidiary to another at an arbitrary price. These controlled transfer
prices were then used as the basis to calculate our royalty payments."

"UP Fuels, one of the wholly-owned players in this calculated drill, was
sold by Union Pacific Resources for $1.35 billion to Duke Energy in
early 1999," Herring said. "We believe that after this sale Union
Pacific Resources has continued to market the gas to Duke Energy based
on arbitrary and artificial index prices rather than marketing the gas
with due diligence in order to obtain the best deal reasonably possible.
Essentially we believe that the practice of short-changing the royalty
owners continues today."

In a separate case in federal court, Union Pacific Resources Corp. and
five other oil and gas companies reportedly agreed to pay a $71 million
settlement for underpaid royalties on oil production which when combined
with other individually negotiated settlements is estimated to total
more than $276.3 million.

Contact: Robert R. Herring, Jr. of Fleming & Associates, L.L.P.,
713-621-7944, or 800-654-7139

UNION PACIFIC: Will Vigorously Appeal Cert of Class of Royalty Owners
Union Pacific Resources Group Inc. (NYSE:UPR) said on December 20 that
it will vigorously appeal a Brenham judge's certification of class
action status in a lawsuit alleging the company improperly paid
royalties. The company also said that the merits of the case have not
been reviewed by the trial court and, in any event, the damage estimates
contained in the trial lawyers' press releases are grossly exaggerated.

"We believe this action is without merit. In fact, while UPR values its
royalty owners, the plaintiffs have not alleged any amount of damages in
their court papers and have presented no evidence to support the amount
mentioned in their press release. The plaintiffs' theories ignore market
realities. The prices, based on market indices, upon which royalties are
currently paid are widely accepted and used throughout the industry --
dispelling any 'sham' nature to those transactions. To us this has
strong flavor of some trial lawyers playing lawsuit lottery. Union
Pacific Resources has done nothing improper and stands solidly behind
its practices in marketing natural gas," said the company's General
Counsel, Joseph A. LaSala, Jr.

Lawsuits involving alleged underpayment of royalties by oil producers
have been proceeding in the courts for many years. Recently, a number of
settlements have been announced relating to federal oil production
matters. Union Pacific Resources has been party to one of those
settlements in order to avoid the uncertainty and continued cost of
litigation drawn out over many years. Contrary to the trial lawyers'
suggestion in their press release, UPR was one of the smaller
contributors to the amount of the settlement.

In the Brenham matter, Union Pacific Resources believes that the class
of people claiming underpayment of royalties should not have been
certified by the judge and the company will appeal that decision all the
way to the Texas Supreme Court, if necessary. "As foreshadowed by the
plaintiffs' own class action expert in a 1996 article, the unnamed
members of the class will 'lose control of their rights' and 'the
defendant's will be targets of entrepreneurial attorneys,'" LaSala said.

Union Pacific Resources, based in Fort Worth, Texas is one of the
nation's largest independent oil and gas exploration and production

XEROX CORP: Schatz & Nobel File Securities Suit in Connecticut
The following was issued on December 17 by Schatz & Nobel, P.C.:

Xerox Corporation (NYSE: XRX) ("Xerox" or the "Company") and its
officers sought to inflate its stock price by engaging in deceptive
practices to conceal declining demand for the Company's products, assert
class action complaints (the "Complaints") filed in the United States
District Court for the District of Connecticut. The Complaints seek
recovery of money on behalf of all persons who purchased or otherwise
acquired the common stock of Xerox between January 25, 1999, and
December 10, 1999, inclusive (the "Class Period").

The Complaints, filed by the Connecticut law firm of Schatz & Nobel,
P.C. along with other firms, charge defendants with violations of the
Securities Exchange Act of 1934 and the Securities Act of 1933. The
complaints allege that defendants issued a series of false and
misleading statements concerning the declining demand for the Company's
products and services and engaged in a number of deceptive practices to
conceal these adverse trends. Prior to the disclosure of the adverse
facts, certain insiders sold hundreds of thousands of shares of Xerox
common stock to the investing public at artificially inflated prices.
These sellers realized over $51.77 million in proceeds from these
insider trading activities.

Contact: Andrew M. Schatz, Jeffrey S. Nobel, Tel.: (800) 797-5499
(toll-free) e-mail: sn06106@aol.com

XEROX CORP: Stull, Stull Files Securities Suit in Connecticut
The following was announced on December 17 by Stull, Stull & Brody:

Notice is hereby given that a class action lawsuit was filed on December
17, 1999 in the United States District Court for the District of
Connecticut on behalf of all persons who purchased the securities of
Xerox Corporation (NYSE:XRX) ("Xerox" or the "Company") between January
25, 1999, and December 10, 1999 (the "Class Period").

The complaint alleges that defendants issued a series of false and
misleading statements concerning the declining demand for the Company's
products and services and engaged in a number of deceptive practices to
conceal these adverse trends. Prior to the disclosure of the adverse
facts, certain insiders sold hundreds of thousands of shares of Xerox
common stock to the investing public at artificially inflated prices.
These sellers realized over $51.77 million in proceeds from these
insider trading activities.

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.

* Insurers in Texas Ordered To Check Systems Soon After Jan. 1
All insurance companies and groups operating in Texas are being ordered
to evaluate their computer systems quickly after New Year's Day and
report to state regulators whether any Y2K problems have affected their
operations and customer service.

Texas Insurance Commissioner Jose Montemayor issued the order, although
he voiced confidence that the industry is prepared for the date change.
"I'm satisfied that the insurance industry as a whole is ready for Y2K
and its computers will come through the millennium change with flying
colors," Montemayor said. "But it is important for regulators to know
immediately which, if any, companies are in trouble because their
computers read 00 as the year 1900. It's also extremely important for
each company to archive its most essential files as protection against
an unexpected Y2K problem," he said.

Montemayor told insurers to immediately make backup copies of financial,
claims, policy administration, sales and other critical records if they
haven't already done so. (The Fort Worth Star-Telegram December 7, 1999)

* New Commerce Program Prepares To Take Business Litigation Cases
With the dawning of the new millennium comes the genesis of the Commerce
Case Management Program in the First Judicial District. Manual
explaining program available online.

In a continuing legal education program, leaders of the judiciary and
business bar hashed out the "nuts and bolts" of the new system,
stressing three things: simplicity, patience and change.

Administrative Judge John W. Herron and Judge Albert W. Sheppard
predicted success for the program if complex business matters are
presented to the court in a simple manner. "We will not consider it an
insult to lay out the law in the simplest terms imaginable," said
Herron. And with a little patience for the evolving system, the court
can make the necessary changes to ensure consistency, predictability and
efficiency in all the business matters that will be handled in the new
case management program. The CLE panel consisted of Herron and Sheppard
as well as Mitchell L. Bach of Fineman & Bach, Edward G. Biester of
Duane Morris & Heckscher, Darryl J. May of Ballard Spahr Andrews &
Ingersoll and Marc J. Sonnenfeld of Morgan Lewis & Bockius.


Starting Jan. 3, the first Monday after the new year, all business
litigation matters will be handled by a new Commerce Case Management
Program. The court was able to implement the program because of its
successful harnessing of backlogged cases that bogged the court for
years. The new program is patterned after a program in New York that has
been successfully in place for about three years. New Jersey already has
a business speciality court, and Delaware is the home of the nationally
respected Chancery Court. According to a study done by the business law
section of the American Bar Association, Pennsylvania is now one of 10
states that have specialized business litigation procedures currently in
place. Connecticut has publicly proposed the implementation of such
procedures while eight states have talked about the possibility of such
litigation procedures in their states.

The Commerce Case Management Program for the Philadelphia Common Pleas
Court will handle the following types of cases:

* Disputes between business enterprises.
* Disputes over internal affairs, governance or the rights or
  obligations of business owners, shareholder and partners.
* Corporate trust actions.
* Actions relating to trade secret or non-compete agreements.
* Business torts.
* Intellectual property disputes.
* Security actions.
* Business class actions.
* Commercial insurance disputes.

The court has provided an online manual that explains the program in
depth, including all the rules and regulations that will be implemented.
Herron said all changes to the commerce program's rules will be posted
on the Web. The manual can be found by logging on to the court's Web
site at http://courts.phila.gov

                          Nuts and Bolts

All filings will still go through the main prothonotary's office, and
the commerce program guidelines provide that the administrative judge
will make the final determination whether a case will ultimately be
handled in the commerce court. The case processing for the new commerce
program is fashioned after the Day Forward Program, and procedures such
as case selection and discovery deadlines will be handled under similar

The program will include "internal tracking" to one of three tracks
expedited, standard and complex. A case-management conference will be
scheduled at the outset of the litigation, and the case manager will
issue a decision assigning the case to one of those tracks. The time
standards are very close to those of the Day Forward program, with a
difference in the amount of time given for defense expert reports. (See
accompanying chart for the specifics of the time standards.)

Defense lawyers will have one extra month to prepare defense expert
reports. The change is afforded by shortening the total time for
discovery by one month. "That will work, in our humble opinions," said
Sheppard. Herron said the current discovery procedures for the whole
common pleas court system are currently "under discussion." Discovery
filings for the commerce case management program will be in City Hall
Room 287. Sheppard and Herron will handle all discovery matters.

The judges will hold hearings specifically for the commerce court
program on Mondays in City Hall Room 275. Herron said all motions should
be decided within three days, because administratively that is how long
it takes for the paper trail to make its way through the court. The
judges do not want any courtesy copies of motions, and if a lawyer
requests oral argument on a particular issue, it should be indicated
prominently on the motion. The panel also noted the importance of
accurately completing the Civil Cover Sheet, because starting in
January, it will be different from the current one. To stress the
importance, Sheppard made all those attending the CLE recite the
following: "The cover sheet is crucial." The front of the cover sheet
now has a place where a lawyer filing a suit can check "Commerce" under
the "Programs" heading.

There will also be an addendum for cases filed in the commerce program.
On the addendum, the attorney will have to check off specifically what
type of action the lawsuit is. This information will more easily direct
the case to the proper track but will also be placed in a database that
will monitor and aid in the development of the program. The addendum
must also be served with the Civil Cover Sheet.

                          Odds and Ends

The administrative judge, currently Herron, has the absolute say in what
cases belong in the program. There is no appellate provision to dispute
the judge's decision in that matter. "There clearly is no appeal," said
Herron in response to a question. "It's clearly interlocutory." Herron
said that although the rules don't specifically say that right now, a
provision to that effect will be added. Absolutely no cases that are
already set in motion in the court of common pleas will be transferred
into the commerce program, Herron said. To add a case that has already
begun would be "a prescription for doom." All class certification will
be handled the same way.

Herron said he anticipates about 40 business class actions per year. The
commerce program will not have separate docketing. All of the cases will
be docketed with the normal caseload and will be available on the
court's Web site, which is updated every 24 hours. To foster the
development of a body of law concerning business litigators, all of the
court's opinions will be posted on the court's Web site.

Herron said he and Sheppard are also "very interested" in using
alternative dispute resolution and mediation. Herron said as a practical
matter, however, those methods will probably be reserved for the latter
part of a case.

The new program is also putting the call out for qualified candidates
who would be interested in becoming judges pro tempore. Those interested
should contact Bach or Biester. "For the first time, we'll match a
person with experience to a certain kind of case," Herron said. At
present, a judge pro tem could handle any kind of case, even if he or
she lacks specialized knowledge of the area of litigation.

And throughout the entire program, the members of the panel stressed how
important it will be for lawyers to be patient with the system, because
it will be constantly changing and "evolving." "Be patient with us. You
always forget something," Sheppard said. "We're going to make this
program work." (The Legal Intelligencer December 17, 1999)


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