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               C L A S S   A C T I O N   R E P O R T E R

               Tuesday, January 11, 2000, Vol. 2, No. 7

                               Headlines

BAKER HUGHES: Shepherd & Geller Files Securities Suit in Texas
BANK ONE: James V. Bashian Files Securities Complaint in Illinois
BESICORP: Spins off Bansbach Litigation to WOM Prior to Merger
BLUE SQUARE: Retailer in Israel Dismisses Accusations over Share Option
FARMINGTON JUNKYARD: KY Citizens Petition for Clean-up under Ordinance

FREEMARKETS: Alfred G. Yates Files Securities Suit in Pennsylavania
FREEMARKETS: Shapiro Haber Files Securities Suit in Pennsylvania
INAMED CORP: Discloses Ongoing Risks after Breast Implant Settlement
INDEPENDENCE COMMUNITY: Resolves FL. Suit Re Acquisition of Bay Ridge
INTERNEURON PHARMACEUTICALS: Weiss & Yourman Announces Settlement

LUCENT TECHNOLOGIES: Milberg Weiss Files Securities Suit in New Jersey
LUCENT TECHNOLOLGIES: Barrack Rodos Files Securities Suit in New Jersey
MCDERMOTT INT’L: Weiss & Yourman Files Securities Suit in Louisiana
PETERS CO: Ap Ct Affirms Need to Prove Subcontractor’s Negligence
PHARMAPRINT INC: Kantrowitz, Goldhamer Files Securities Suit in NJ

POLICY MANAGEMENT: Milberg Weiss Files Securities Suit in S. Carolina
SOLUTION 6: Announces CA Suit over Proposed Merger Filed by Milberg
SUNBEAM/COLEMAN: Settlement of Merger Challenge Nets Little for Anyone
TYCO INT’L: Steven E. Cauley Files Securities Suit in Florida
UNITED CO: Weiss & Yourman Files Securities Suit in Louisiana

UTILITIES COS: 1st Cir in LA Overturns Verdict in 1994 Blast
ZANTAC MAKERS: ND IL Dismisses Fraud Case Re Zantac 75 and Zantac 150

                           *********

BAKER HUGHES: Shepherd & Geller Files Securities Suit in Texas
--------------------------------------------------------------
The Law Firm of Shepherd & Geller, LLC announced on January 7 that it
has filed a class action in the United States District Court for the
Southern District of Texas on behalf of all individuals and
institutional investors that purchased or otherwise acquired the common
stock of Baker Hughes, Inc. ("Baker" or the "Company") (NYSE:BHI)
between May 3, 1999 and December 8, 1999, inclusive (the "Class
Period").

The complaint charges that the Company and certain of its officers and
directors violated the federal securities laws by providing materially
false and misleading information about the Company's earnings and
failing to disclose accounting issues in its Inteq unit. As a result of
these false and misleading statements the Company's stock traded at
artificially inflated prices, as high as$36-1/4, during the class
period. When the truth about the Company was revealed, the price of the
stock dropped to as low as $15.

Contact: Shepherd & Geller, LLC, Boca Raton Jonathan M. Stein,
561/750-3000 Toll Free: 888/262-3131 E-mail:
jstein@classactioncounsel.com or Shepherd & Geller, LLC, Media, Pa.
Scott R. Shepherd, 610/891-9880 Toll Free: 877/891-9880 E-mail:
sshepherd@classactioncounsel.com


BANK ONE: James V. Bashian Files Securities Complaint in Illinois
-----------------------------------------------------------------
Law Offices Of James V. Bashian Oren Giskan, Esq. gave notice on January
10 that a class action lawsuit was filed in the United States District
Court for the Northern District of Illinois on behalf of those persons
and entities who purchased the common stock of Bank One Corp. ("Bank
One" or the "Company") between October 22, 1998 and November 10, 1999,
inclusive (the "Class Period"). The complaint charges Bank One and
certain of its officers and directors with violations of the Securities
Exchange Act of 1934 Sections 10(b) and 20(a), and Rule 10b-5
promulgated thereunder.

If you purchased Bank One stock during the Class Period, you have 60
days from December 17, 1999 to move the court to serve as a lead
plaintiff, provided you 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 this matter, please contact the
following: Law Offices Of James V. Bashian Oren Giskan, Esq. 500 Fifth
Avenue, Suite 2700 New York, New York 10110 Telephone: (212) 921-4110 or
(800) 556-8856 E-mail: osgiskan@aol.com


BESICORP: Spins off Bansbach Litigation to WOM Prior to Merger
--------------------------------------------------------------
The Bansbach Litigation is a shareholder derivative action that was
commenced in August 1997 by John Bansbach seeking to recover certain
legal fees and expenses paid by Old Besicorp to or on behalf of certain
officers and directors of Old Besicorp in connection with the
Proceeding. The Proceeding is an action that was brought in the United
States District Court for the Southern District of New York in
connection with contributions to the 1992 election campaign of
Congressman Maurice Hinchey. In connection with the Proceeding, in June
1997, Old Besicorp and Michael F. Zinn (then the Chairman of the Board,
President and Chief Executive Officer of Old Besicorp and currently the
Chairman of the Board, President and Chief Executive Officer of Besicorp
and the sole director, President and Chief Executive Officer of WOM),
each entered a guilty plea pursuant to a plea bargain to one count of
causing a false statement to be made to the Federal Election Commission
and one count of filing a false tax return. As a result of such pleas,
Old Besicorp was fined $36,400, and Mr. Zinn was fined $36,673 and
sentenced to a six-month term of incarceration (which commenced in
November 1997 and has been completed), and a two-year term (which
commenced in May 1998 and was recently terminated before the scheduled
end of the term) of supervised release thereafter. He resigned as
Chairman of the Board, President and Chief Executive Officer of Old
Besicorp in November 1997 and was reappointed to such positions in May
1998.

In August 1997, after Old Besicorp and Mr. Zinn had entered their pleas,
Mr. Bansbach commenced the Bansbach Litigation. Old Besicorp was named
as a nominal defendant in this shareholder derivative action and the
other named defendants either were officers and/or directors of Old
Besicorp at the time of the alleged acts (or omissions) for which the
plaintiff seeks relief or became officers and/or directors of Old
Besicorp afterwards. The plaintiff sought to hold the defendants other
than Old Besicorp liable to Old Besicorp for: (a) all sums advanced to
or on behalf of Michael F. Zinn in connection with his defense of the
Proceeding; (b) all sums advanced to or on behalf of Michael Daley, who
at the time was the Vice-President, Chief Financial Officer and
Corporate Secretary of Old Besicorp (and who is currently a director,
Executive Vice President and Chief Financial Officer of Besicorp) and
was subpoenaed for information in connection with the Proceeding; (c)
all legal expenses, costs and fines incurred by Old Besicorp itself in
connection with the Proceeding; (d) all harm to Old Besicorp's
reputation and goodwill resulting from the Proceeding; (e) punitive
damages; and (f) plaintiff's attorneys' fees, costs and expenses. If
Bansbach ultimately prevails on all of his claims, the Bansbach
Litigation could result in the recovery of approximately $1 million,
excluding interest and punitive damages.

The trial court dismissed the action, stating that the plaintiff had
failed to make the requisite pre-suit demand upon the Old Besicorp Board
and had failed to demonstrate that such a demand would be futile. The
plaintiff appealed this decision. On February 4, 1999, the Appellate
Division reversed the trial court's dismissal and reinstated the action
finding that the bare allegations of the complaint sufficiently alleged
that a pre-suit demand on the Old Besicorp Board would have been futile.

By this time, Old Besicorp had entered into the Prior Plan of Merger and
on March 1, 1999 Old Besicorp distributed proxy materials for a special
meeting of its shareholders to adopt the Prior Plan of Merger. The
meeting was scheduled for March 19, 1999 and it was contemplated that if
the Prior Plan of Merger was approved by Old Besicorp shareholders the
Prior Merger would occur shortly afterwards. Effectuation of the Prior
Merger would adversely affect the Bansbach Litigation and the
Lichtenberg Litigation.

On March 5, 1999, James Lichtenberg and Mr. Bansbach commenced the March
Litigation by filing the March Complaint. The March Complaint alleged
that the proxy statement sent to Old Besicorp's shareholders in
connection with the meeting of Old Besicorp's shareholders to adopt the
Prior Plan of Merger was materially misleading because it failed to
adequately disclose all available material information regarding the
effect of the Prior Merger on the two Derivative Litigations, i.e., the
Bansbach Litigation and the Lichtenberg Litigation; (ii) the Prior
Merger was intentionally structured to accomplish the termination of the
Derivative Litigation; and (iii) Old Besicorp and its directors breached
their fiduciary duty by (a) intentionally structuring the Prior Merger
so as to cause the termination of the Derivative Litigation, (b) failing
to retain independent counsel to act on behalf of Old Besicorp's
minority shareholders, (c) failing to retain an independent investment
banker to opine on the fairness of the Prior Merger to Old Besicorp's
minority shareholders, (d) failing to form an independent committee to
ensure that the Prior Merger was fair to and in the best interests of
Old Besicorp's minority shareholders, and (e) providing for a $1 million
bonus to Mr. Zinn and a $500,000 bonus to Mr. Daley, which the March
Complaint deemed to be excessive and/or unwarranted compensation.

The March Complaint sought injunctive relief directing full disclosure
of the financial impact on Old Besicorp's shareholders of the
termination of the Derivative Litigation and full disclosure of the
alleged intentional structuring of the Prior Merger to cause the
termination of the Derivative Litigation. The March Complaint also
sought an order directing that the Derivative Litigation be transferred
to Besicorp, that the Prior Merger Consideration payable to Mr. Zinn and
two former directors and executive officers of Old Besicorp, Mr. Enowitz
and Steven I. Eisenberg, for their shares of Old Besicorp's common stock
(which were subject to the Lichtenberg Litigation) be held in escrow,
and that certain amounts at issue in the Bansbach Litigation be held in
escrow pending final adjudication of the respective actions. The March
Complaint also sought unspecified money damages.

On March 18, 1999, the District Court entered the Prior Merger Order
which required Old Besicorp to assign the contingent assets and/or
liabilities comprising Old Besicorp's interests in the Derivative
Litigation to Besicorp before the Prior Merger. The Prior Contribution
Agreement effected Old Besicorp's assignment of the contingent assets
and/or liabilities comprising Old Besicorp's interests in the Derivative
Litigation to Besicorp. The Prior Merger Order also required (i)
defendants Messrs. Zinn, Eisenberg and Enowitz to take no action to
place the Prior Merger Consideration they would receive in the Prior
Merger beyond the reach of the United States courts so as to render the
defendants unable to satisfy any judgment which may be rendered in the
Lichtenberg Action; and (ii) the plaintiffs to post a bond in the amount
of $100,000 within seven days of the date of the order, which bond was
posted. Besicorp has appealed the Prior Merger Order to the United
States Court of Appeals for the Second Circuit. There have been no
further significant developments in the March Litigation. Prior to the
Contribution, the Bansbach Litigation was a Besicorp Assumed Matter and
Besicorp's costs were funded from the Escrow Fund; at present WOM's
costs are funded from the Escrow Fund. The parties to the Bansbach
Litigation are currently engaged in the discovery process.

The Prior Merger Order did not expressly provide for the occurrence
following the Prior Merger of a transaction such as the Merger. The
effectuation of the Merger ordinarily would adversely affect the
plaintiff's ability to maintain the Bansbach Litigation in a manner
similar to that which the Prior Merger Order had attempted to prevent.
If Besicorp did not effectuate the Spin-Off, consummation of the Merger
would cause the plaintiff in the Bansbach Litigation to lose his status
as a shareholder of Besicorp, and therefore would cause him to lose his
right to prosecute the Bansbach Litigation. Besicorp believed that in
order to adhere to the intent of the Prior Merger Order, Besicorp should
assign to WOM the interests in the Bansbach Litigation that Besicorp had
received from Old Besicorp; by assigning to WOM pursuant to the Spin-Off
the interests in the Bansbach Litigation Besicorp had received from Old
Besicorp pursuant to the Prior Merger Order (subject to WOM's agreement
to return such interests if the Second Circuit reverses the Prior Merger
Order), the plaintiff should retain standing to maintain the Bansbach
Litigation. The Lichtenberg Litigation is not being assigned to us
because the complaint in the Lichtenberg Litigation has been dismissed.

The only shareholder of the Surviving Corporation following the Merger
will be Parent. Consummation of the Merger ordinarily would cause the
plaintiff in the Bansbach Litigation to lose his status as a shareholder
of Besicorp, and therefore ordinarily would cause him to lose his right
to prosecute the Bansbach Litigation. If the Bansbach Litigation were
not maintained certain of Besicorp's executive officers and directors
who are defendants in the Bansbach Litigation, including Michael Zinn,
Besicorp's Chairman of the Board, President and Chief Executive Officer,
would benefit and certain potential Besicorp Deferred Payments that
holders of Besicorp Common Stock will receive as part of the Merger
Consideration effectively would be eliminated. However, if the Bansbach
Litigation were maintained and if the plaintiff in such litigation
prevailed, approximately $1 million might be recoverable, excluding
interest and punitive damages.

Therefore, Besicorp formed WOM in December 1999 to effectuate the
Spin-Off which is a condition to the consummation of the Merger (unless
the Bansbach Litigation is not pending immediately prior to the
Effective Date). Mr. Zinn, the Chairman of the Board, President and
Chief Executive Officer of Besicorp, will be the sole director,
President and Chief Executive Officer of WOM at the time of the Spin-Off
and certain of the officers of Besicorp prior to the Merger will be the
officers of WOM. The Merger will not be effectuated unless the Spin-Off
has been effectuated (unless the Prior Merger Order is reversed prior to
the Effective Date). The Spin-Off will not occur unless all of the other
conditions to the Merger have been waived or satisfied and the Spin-Off
will not occur if the Prior Merger Order is reversed before such time.

The Plan of Merger provides that, upon the terms and subject to the
satisfaction or waiver of numerous conditions set forth therein,
including the effectuation of the Spin-Off (unless the Bansbach
Litigation is not pending), Acquisition Corp. will be merged with and
into Besicorp, the separate corporate existence of Acquisition Corp.
will cease and Besicorp will continue as the Surviving Corporation. The
Merger will become effective upon the Effective Date, which is the date
of the filing of the Certificate of Merger with the Secretary of State
of the State of New York or, if later, the date specified in the
Certificate of Merger in accordance with the NYBCL. The Spin-Off Record
Date is expected to be the same day as the Effective Date.

WOM, Inc. ("WOM") was incorporated in December 1999 by Besicorp Ltd.
("Besicorp"), to effectuate a spin-off upon the merger of Besicorp. WOM
was established in order to permit the named plaintiff in the Bansbach
Litigation to maintain the Bansbach Litigation. Under a plan (the
"Spin-Off") approved by Besicorp's Board of Directors, Besicorp's
contingent assets and liabilities comprising the Bansbach Litigation
will become a separate independent company - WOM, Inc. - and all of the
shares of WOM's Common Stock (the "WOM Stock") will be issued to
Besicorp's shareholders on a pro rata basis as a stock dividend. Shortly
after the Spin-Off, Besicorp will merge with Besi Acquisition Corp. (the
"Merger").

WOM Inc., a New York corporation and wholly owned subsidiary of
Besicorp, will engage in only one activity: maintaining an existence so
that the Bansbach Litigation may be maintained after the Merger. It is
expected that WOM will be managed by certain of Besicorp's current
executive officers and will be located in Besicorp's current
headquarters.

Prior to the Spin-Off, pursuant to the Contribution Agreement, Besicorp
transferred to WOM the interests in the Bansbach Litigation it had
received from Old Besicorp as a result of the Prior Merger Order;
however, since Besicorp has appealed the Prior Merger Order to the
United States Court of Appeals for the Second Circuit, WOM is required
to return such interests if the Second Circuit reverses the Prior Merger
Order (once such reversal is subject to no further appeal). As a result
of the Contribution, WOM is liable for the interests in the Bansbach
Litigation that Besicorp received from Old Besicorp.

Pursuant to the Plan of Merger, Acquisition Corp. will be merged with
and into Besicorp; Besicorp will be the Surviving Corporation and will
be wholly owned by Parent. Parent will be entitled to all the benefits
and detriments resulting from its ownership interest in the Surviving
Corporation. If the Merger is effectuated, Besicorp's shareholders of
record immediately prior to the Merger (other than the Buyer and
Dissenters) will be entitled to receive the Merger Consideration
consisting of at least $58.83 in cash and a Besicorp Deferred Payment
Right for each share of Besicorp Common Stock. After the Effective Date,
the holders of Besicorp Common Stock will no longer have any equity
interest in Besicorp or any right to vote on corporate matters; instead,
the outstanding shares of Besicorp Common Stock (other than the shares
of the Buyer and Dissenters) automatically will be converted into the
right to receive the Merger Consideration.

After the Spin-Off and the Merger, Besicorp and WOM will become
separately owned companies. Besicorp will be owned by Parent and WOM
will be owned by the Entitled Holders (including Mr. Zinn and the Trust
who will own approximately 55.0% of the then outstanding shares of WOM
Common Stock). Prior to the Spin-Off, Besicorp and WOM entered into the
Contribution Agreement (which is discussed above under "The Contribution
and the Spin-Off -- The Contribution Agreement") which governs various
matters and ongoing relationships between Besicorp and us. We have
agreed pursuant to the Contribution Agreement that if the Second Circuit
reverses the Prior Merger Order, we shall return to Besicorp the
interests in the Bansbach Litigation that Besicorp received from the Old
Besicorp pursuant to the Prior Contribution Agreement as a result of the
Prior Merger Order. Also, pursuant to the Contribution Agreement
Besicorp agreed to provide us with the services of Besicorp's employees
and to allow us to use its offices without charge. In addition, pursuant
to the Contribution Agreement, Besicorp agreed to cause the Escrow
Agreement to be amended so that we may obtain certain monies from the
Escrow Fund. Consequently, the Indemnification Agreement and the Escrow
Agreement govern various matters between Old Besicorp, Besicorp, BGI
Parent and us.

Besicorp has appealed the Prior Merger Order to the United States Court
of Appeals for the Second Circuit. WOM is required, pursuant to the
Contribution Agreement, if the Second Circuit reverses the Prior Merger
Order, to return (once such reversal is subject to no further appeal) to
Besicorp the interests in the Bansbach Litigation that Besicorp received
from Old Besicorp pursuant to the Prior Contribution Agreement as a
result of the Prior Merger Order; in this case it would have no assets
and we would dissolve.

WOM has no cash, and has no expectations of having any revenues and
therefore to pay expenses it is totally dependent upon obtaining
reimbursements from the Escrow Fund.

The effectuation of the Merger ordinarily would adversely affect the
Bansbach Litigation; however, by assigning Besicorp's interests in the
Bansbach Litigation to WOM pursuant to the Spin-Off, the named plaintiff
should be able to maintain the Bansbach Litigation. The Lichtenberg
Litigation is not being assigned because the complaint in the
Lichtenberg Litigation has been dismissed.


BLUE SQUARE: Retailer in Israel Dismisses Accusations over Share Option
-----------------------------------------------------------------------
Zvi Bochman, Blue Square Israel Ltd.'s chief financial officer, said
that the registrar of cooperative societies has no authority to conduct
an investigation of the company and that accusations made by the Co-Op
Blue Square Consumers' Cooperative Society are baseless. Blue Square
Israel (BSI), the country's second-largest food retailer, said that the
registrar had begun a probe of certain alleged irregularities at its
Blue Square Properties & Investments subsidiary.

The investigation comes after members of the cooperative, which controls
an 80 percent stake in the Blue Square group, filed a complaint with the
registrar over elections within the co-op and share options distributed
to managers in the company. The complaints are only the latest of a
series dating back several years revolving around controlling interests
and threats of class-action suits.

"These issues have nothing to do with the company," said Bochman. "There
is no real mandate to investigate (us)." He said that because Blue
Square Properties is a limited liability company and traded on the Tel
Aviv Stock Exchange it need report only to the Securities Authority and
the company registrar. Although controlled by a co-op, he said, Blue
Square does not adhere to the cooperative societies ordinance.

The legal action comes against the backdrop of an internal battle over
how the cooperative will be converted into a limited liability company.
A round of top appointments at the Blue Square group, topped by Benny
Gaon's appointment as chairman last week, has left analysts speculating
about Gaon's plans for the company.

Some observers say he is thwarting the attempt to dissolve the
cooperative, but others say that his long-term strategy is to bring a
strategic partner into the group first, to increase its value.

In the past, Gaon has said the cooperative could be worth anywhere from
$ 500 million-$ 550m. In October, he said Blue Square was in talks with
unidentified US, European, and South African companies about buying a
stake of 25% or more and that a deal could be consummated in the first
quarter of 2000. Blue Square operates 165 supermarkets across the
country. (The Jerusalem Post January 5, 2000)


FARMINGTON JUNKYARD: KY Citizens Petition for Clean-up under Ordinance
----------------------------------------------------------------------
A citizens petition submitted to Farmington officials asks them to
enforce a recently approved junkyard ordinance and require a Court
Street homeowner clean up his yard.

A discussion of the petition and an update on the town's efforts to get
the homeowner to comply with the new regulations was to be held at a
selectmen's meeting on January 11 at the Municipal Building.

According to Town Manager Pamela Corrigan, 100 people have signed the
petition. It is similar to one requesting the town take action on a
simlar junkyard in Farmington Falls owned by the same property owner.

The ordinance passed last fall defines junkyard as an area used to store
discarded building supplies and materials, scrap and junked lumber, and
scrap metals, among other things. Although there is a state law
governing junkyards, the local ordinance puts such operations under
local control with the town's own standards, penalties, and appeals
process.

The ordinance states a junkyard cannot be operated without a town permit
and it must comply with a lengthy list of requirements to protect public
health, safety, property values and the environment. State licensed
junkyards in existence at the time the ordinance was passed have a year
to comply with the restrictions in the local law.

The town has sent the homeowner several letters with cleanup deadlines
that have come and gone. Some work has been done, and Cor rigan said the
town is still trying to get the sites cleaned up voluntarily before
resorting to penalties and costly court action.

She said a progress report would be presented on January 11 by Code
Enforcement Officer Steve Kaiser. '(The residents) may decide to press
forward and consider a class action suit (against the homeowner) for
creating a public nuisance,' she said. (Central Maine Morning Sentinel
(Waterville, ME) January 10, 2000)


FEN-PHEN: Judge Bechtle Reserves Fairness Hearing May 1 thru May 5 2000
-----------------------------------------------------------------------
Within a day of receiving the 140-page settlement agreement proposed by
American Home Products Corp. (AHP) to settle all diet drug claims
against it, MDL Judge Louis C. Bechtle granted preliminary approval of
the proposal which, if it survives all future court challenges, will
eventually cost the company $4.8 billion. In re Diet Drugs (Phentermine,
fenflurmaine, dexfenfluraine) Products Liability Litigation , MDL No.
1203; Brown v. American Home Products Corp. et al., Ind. Case No.
99-20593 (ED PA, Nov. 23, 1999).

Pretrial Order 997 conditionally certifies a settlement class composed
of five subclasses of persons who took diet drugs and either have
already been diagnosed with heart valve disease or other kinds of
injuries or who have not yet been diagnosed with any injury. It does not
include those who have developed primary pulmonary hypertension and are
already pursuing individual lawsuits, but the company is setting aside
another $500 million to cover any damages that may be awarded in those
cases.

                         The Fairness Hearing

Judge Bechtle is reserving May 1 through May 5, 2000, for the hearing to
determine whether the settlement agreement is fair, adequate, and
reasonable and should be finally approved.

Parties wishing to appear at the hearing, either in person or through
their attorneys, must file a written request, including a summary of the
issues they intend to present at the hearing by March 30, 2000. Persons
who wish to submit written comment in support or opposition to the
agreement without having to hire attorneys or make a formal appearance
at the hearing must also file their submissions by March 30, 2000.

Judge Bechtle ruled that any class member or other interested party who
does not file an objection either in writing or at the hearing will be
deemed to have waived their objections and will be barred from making
any future objections to the agreement.

After the fairness hearing, Judge Bechtle will decide:

-- whether to grant final certification to the settlement class;

-- whether final judgment should be entered dismissing the claims
   against AHP on the merits, with prejudice and without costs;

-- whether the court should enjoin all non-settling defendants from
   brining or prosecuting any claims for contribution or indemnity
   against AHP arising out of a claim against a non-settling defendant
   on behalf of any class member asserting a settled claim, except for
   those who have properly opted-out of the settlement; and

-- whether the court should prohibit any subrogation claims brought
   against AHP by virtue of a payment or payments made to a class
   member who has not opted out, except to the extent that it would be
   impermissible to bar such claims. (Call 877-595-0449 for the 10-page
   order.) (Diet Drugs Litigation Reporter December 1999)


FREEMARKETS: Alfred G. Yates Files Securities Suit in Pennsylavania
-------------------------------------------------------------------
The law Office of Attorney Alfred G. Yates Jr announced on January 7
that a class action lawsuit was filed in the United States District
Court for the Western District of Pennsylvania on behalf of all persons
who purchased or otherwise acquired common stock (collectively the
"common stock") of FreeMarkets, Inc. ("FreeMarkets" or the "Company")
(Nasdaq: FMKT) between December 10, 1999 and January 4, 2000, inclusive
(the "Class Period").

The complaint charges FreeMarkets and certain of its officers and
directors with violations of the Securities Exchange Act of 1934. The
complaint alleges that during 12/10/99 through 1/4/00, FreeMarkets saw
its stock price soar from its Initial Public Offering ("IPO") price of
$48 per share to $350 per share as FreeMarkets misrepresented the true
status of its relationship with General Motors, concealing the fact that
General Motors, one of FreeMarkets' largest customers, had signed an
agreement with Commerce One to create an Internet auction site which
would result in the total evaporation of all of FreeMarkets' business
from General Motors. The Individual Defendants knew that disclosure of
this Commerce One agreement with General Motors in its
Prospectus/Registration Statement would devastate FreeMarkets' chances
of going public which allowed FreeMarkets to raise $160 million in its
12/10/99 IPO. FreeMarkets' top executives were determined to conceal the
news of the Commerce One/General Motors Agreement until after
FreeMarkets had gone public. In fact, the complaint alleges that the
defendants knowingly concealed the fact that they were informed prior to
the IPO that General Motors had entered into a contractual relationship
with Commerce One which would result in the termination of its contract
with General Motors in the first quarter of 2000 and provided for
General Motors to take a 19% ownership stake in Commerce One. These
false statements/omissions in FreeMarkets' Prospectus/Registration
Statement were designed to and did allow FreeMarkets to go public and
raise $160 million, which was triple the amount it planned on raising
just weeks before, and caused the stock to trade in the $300-$350 range
during the Class Period.

As a result of the defendants' false statements/omissions, FreeMarkets'
stock price traded at inflated levels during the Class Period,
increasing to as high as $350 on 1/4/00 and ultimately plummeting more
than $70 per share on 1/4/00 to $278-1/2 per share.

Plaintiffs are represented by the Law Office of Alfred G. Yates Jr, a
law firm with extensive experience in prosecuting class actions.

This class action lawsuit is available to all individual and
institutional investors who purchased FreeMarkets common stock between
December 10, 1999 and January 4, 2000, inclusive (the "Class Period").
If you are a member of the class, you may, not later than sixty days
from January 5, 2000, move the court to serve as a lead plaintiff of the
class, if you so choose. In order to serve as a lead plaintiff, however,
you must meet certain legal requirements.

Contact: Alfred G. Yates Jr, Esq., 519 Allegheny Building, 429 Forbes
Avenue, Pittsburgh, Pennsylvania 15219, TELEPHONE toll free at
800-391-5164, or 412-391-5164, or via e-mail at yateslaw@aol.com or fax
at 412-471-1033.


FREEMARKETS: Shapiro Haber Files Securities Suit in Pennsylvania
----------------------------------------------------------------
A class action suit alleging securities fraud has been filed in the
United States District Court for the Western District of Pennsylvania
against FreeMarkets, Inc. (Nasdaq: FMKT) ("FreeMarkets" or the
"Company") and certain of its officers and directors, by the Boston law
firm Shapiro Haber & Urmy LLP. The case was filed on behalf of all
persons who purchased FreeMarkets common stock during the period
December 10, 1999 through January 4, 2000, inclusive (the "Class
Period").

The complaint charges the defendants with violations of Section 10(b) of
the Securities Exchange Act of 1934 and Rule 10b-5 promulgated
thereunder and Section 20(a) of the Exchange Act.

As alleged in the Complaint, FreeMarkets creates customized business-to-
business, Internet on-line auctions for buyers of industrial parts, raw
materials and commodities. Following FreeMarkets' Initial Public
Offering ("IPO") of 3.6 million shares of its common stock at $48 per
share on December 10, 1999, the price of the Company's common stock
soared to as high as $370 per share on January 3, 2000. On January 4,
2000, however, FreeMarkets rushed out an announcement disclosing that
General Motors Corporation ("GM"), one of its two largest customers, was
canceling its agreement with the Company, after Bloomberg publicized the
comments made by a GM executive that it was switching all of its on-line
auction business from FreeMarkets to Commerce One. The fact that the
defendants knew that GM had entered into an agreement to set up an
on-line auction site with the Company's chief competitor, Commerce One,
prior to the IPO and that they confirmed the cancellation of GM's
agreement with the Company only after that information was made
generally known to the public, supports a strong inference that the
defendants knew prior to the IPO that GM would terminate its
relationship with FreeMarkets in the first quarter of 2000. Moreover,
they knew that the disclosure of the expected cancellation of GM's
agreement with the Company in its Registration Statement and Prospectus
issued in connection with the IPO on December 10, 1999 would ruin
FreeMarkets' chances of raising $160 million by going public. The
defendants therefore sought to conceal the news that GM's termination of
its relationship with FreeMarkets was imminent until after the IPO. As a
result of the defendants' false statements and/or omissions, FreeMarkets
common stock traded at artificially inflated prices during the Class
Period, soaring to $350 per share at the close of trading on January 3,
2000 before plummeting almost 20% to close at $278.50 per share on
January 4, 2000 in heavy trading.

Contact: Thomas Shapiro, Esq. or Lisa Palin, paralegal, Shapiro Haber &
Urmy LLP, 75 State Street, Boston, MA 02109, (800) 287-8119, fax at
(617) 439-0134, or e-mail at cases@shulaw.com


INAMED CORP: Discloses Ongoing Risks after Breast Implant Settlement
--------------------------------------------------------------------
As reported before, the Company has settled its breast implant
litigation. Its current product liability litigation relates largely to
saline-filled products that were implanted after the 1992 FDA moratorium
on silicone gel-filled implants went into effect.

Outside the U.S., where the Company has been selling silicone gel-filled
implants without interruption, and where the local tort systems do not
encourage or allow contingency fee arrangements, the Company has had
only a minimal number of product liability lawsuits and no material
financial exposure.

          Resolution of 3M Contractual Indemnity Claims

In connection with the breast implant litigation, 3M asserted against
the Company a contractual indemnity provision which was part of the
August 1984 transaction in which Inamed’s McGhan Medical subsidiary
purchased 3M's plastic surgery business. To resolve these claims, on
April 16, 1998, Inamed entered into a provisional agreement with 3M
under which Inamed agreed to seek to obtain releases of claims asserted
against 3M in lawsuits involving breast implants manufactured by our
McGhan Medical subsidiary. The 3M agreement provides for release of 3M's
indemnity claim upon achievement of an agreed minimum number of
conditional releases for 3M.

Under the terms of the 3M agreement, as later amended in January 1999,
Inamed paid $3.0 million to 3M in February 1999. Also under the terms of
the 3M agreement, Inamed will assume limited indemnification obligations
to 3M beginning in the year 2000, subject to a cap of $1.0 million
annually and $2.1 million in total, depending on the resolution of other
cases which were not settled prior to the issuance of the final order.

                   Ongoing Litigation Risks

Although the Company expects the breast implant litigation settlement to
end as a practical matter its involvement in the current mass product
liability litigation in the U.S. over breast implants, there remain a
number of ongoing litigation risks, including: Collateral Attack.

The Company may be called upon to defend individual lawsuits
collaterally attacking the settlement even though it is now
non-appealable. According to the Company, the typically permissible
grounds for those attacks, in general, lack of jurisdiction or
constitutionally inadequate class notice or representation, are
significantly narrower than the grounds available on direct appeal.

                     Non-Covered Claims

The settlement does not include several categories of breast implants to
defend in the ordinary course through the tort system. These include
lawsuits relating to breast implants implanted on or after June 1, 1993,
and lawsuits in foreign jurisdictions. The Company regards lawsuits
involving post-June 1993 implants (predominantly saline-filled implants)
as routine litigation manageable in the ordinary course of business.
Breast implant litigation outside of the U.S. has to date been minimal,
and the court has with minor exceptions rejected efforts by foreign
plaintiffs to file suit in the U.S.

                Trilucent(R) Implant Matters

On November 6, 1998, Collagen announced the sale of its LipoMatrix, Inc.
subsidiary, manufacturer of the Trilucent(R) breast implant, to Sierra
Medical Technologies. Collagen accounted for LipoMatrix as a
discontinued operation in its 1998 fiscal year.

On March 8, 1999, the United Kingdom Medical Devices Agency (MDA)
announced the voluntary suspension of marketing and voluntary withdrawal
of the Trilucent(R) implant in the United Kingdom. The MDA stated that
its actions were taken as a precautionary measure and did not identify
any immediate hazard associated with the use of the product. The MDA
further stated that it sought the withdrawal because it had received
"reports of local complications in a small number of women" who have
received those implants, involving localized swelling. The same notice
stated that there "has been no evidence of permanent injury or harm to
general health" as a result of these implants. Subsequently,
Lipomatrix's notified body in Europe suspended the product's CE Mark
pending further assessment of the long-term safety of the product.
Sierra Medical has since stopped sales of the product.

Collagen retained the liability for Trilucent(R) implants sold prior to
November 6, 1998. Collagen also agreed with the United Kingdom National
Health Service that, for a period of time, it would perform certain
product surveillance with respect to United Kingdom patients implanted
with the Trilucent(R) implant and pay for explants for any United
Kingdom women with confirmed Trilucent(R)implant ruptures. Any swelling
or inflammation relating to the Trilucent(R) implants appears to resolve
upon explantation. At June 30, 1999, Collagen increased by $11.5 million
its provision for LipoMatrix as a discontinued operation. The Company is
a party to one lawsuit brought by a patient claiming damages from the
Trilucent(R) breast implant product that is pending in the U.K. In
addition, we are a party to a legal action pending in Belgium brought by
a patient against her surgeon nearly two years before the March 1999
withdrawal of the Trilucent(R) breast implant product. That surgeon has
now impleaded Collagen as a third party. In the U.S., a total of 165
women received Trilucent(R) breast implants in two clinical studies;
enrollment in both studies ended by June 1997. No lawsuit has been filed
and the Company has not received any notice of claim as a result of the
implantation of any Trilucent(R) breast implants in the U.S.


INDEPENDENCE COMMUNITY: Resolves FL. Suit Re Acquisition of Bay Ridge
---------------------------------------------------------------------
On May 17, 1995 and October 19, 1995, the purported class actions
captioned Simon v. Bay Ridge Bancorp., Inc., Dicunto, Ayoub,
Christiansen, Canade, Kasler, Mihailos, Apel and Cordano, and Pinkowitz
v. Bay Ridge Bancorp., Inc., Dicunto, Ayoub, Christansen, Canade,
Kasler, Mihilos, Apel, Cordano, Independence Community Bank Corp. and
Hamm were filed in the Court of Chancery of the State of Delaware in and
for New Castle County. Such actions alleged, among other things, that
the directors of Bay Ridge breached their fiduciary duties in connection
with the acquisition of Bay Ridge by the Mutual Holding Company. In
addition, the Pinkowitz complaint alleged that the Mutual Holding
Company aided and abetted the breaches of fiduciary duty allegedly
committed by the directors of Bay Ridge. The Plaintiffs did not specify
or claim a particular amount of damages in such actions. The Company
believes that plaintiffs claims are without merit. In February 1999 the
plaintiffs and defendants in both actions entered into stipulations and
orders of dismissal to dismiss both actions without prejudice. Although
it is possible for these actions to be reopened, the Company does not
expect such event to occur.


INTERNEURON PHARMACEUTICALS: Weiss & Yourman Announces Settlement
-----------------------------------------------------------------
Weiss & Yourman and Gilman and Pastor, LLP have announced the following
on January 7:

TO: ALL PERSONS WHO PURCHASED OR OTHERWISE ACQUIRED INTERNEURON
PHARMACEUTICALS, INC. ("INTERNEURON") (Nasdaq: IPIC) COMMON STOCK DURING
THE PERIOD FROM MARCH 24, 1997 TO JULY 8, 1997, INCLUSIVE (THE
"SETTLEMENT CLASS PERIOD").

YOU ARE HEREBY NOTIFIED, pursuant to Rule 23 of the Federal Rules of
Civil Procedure, and an order of the United States District Court for
the District of Massachusetts, as follows:

Nine consolidated litigations purporting to be class actions are pending
in the United States District Court for the District of Massachusetts
(the "Federal Court"). A Settlement Class has been certified pursuant to
certification by the Federal Court for purposes of a settlement under
Rule 23 of the Federal Rules of Civil Procedure.

If you purchased or otherwise acquired Interneuron common stock during
the Settlement Class Period, you may be a member of the Settlement
Class. You will be bound by the Judgment entered in this case, including
the terms and conditions of the Settlement described below.

The representatives of the Settlement Class certified by the Federal
Court for settlement purposes and the Defendants, Interneuron, Glenn L.
Cooper and Lindsay A. Rosenwald, have agreed to a proposed Settlement of
the Litigations, which, upon approval by the Federal Court, will provide
for benefits to all Settlement Class Members who have not been excluded.
Pursuant to the Settlement described herein, a Settlement Fund totaling
$725,000 cash, plus accrued interest, will be established.

A hearing will be held in the United States District Court for the
District of Massachusetts, One Courthouse Way, Courtroom 3, Boston,
Massachusetts 02210 at 2:30 p.m. on February 2, 2000, before the
Honorable Robert E. Keeton to determine: (a) whether the proposed
Settlement should be approved by the Federal Court as fair, reasonable,
adequate and in the best interest of the Settlement Class; (b) whether
to approve applications for attorneys' fees and reimbursement of
expenses; and (c) whether to approve the Plaintiffs' proposed Plan of
Allocation.

Settlement Class Members shall be bound by all determinations and
judgments in this action concerning the Settlement whether favorable or
unfavorable, unless such Persons shall mail, by first class mail, a
written Request for Exclusion from the Settlement Class, postmarked no
later than January 18, 2000, addressed to Settlement Administrator,
Interneuron Pharmaceuticals Securities Litigation, c/o David Berdon &
Co. LLP, P.O. Box 1759, Grand Central Station, New York, New York 10163.
No Person may exclude himself from the Settlement Class after that date.
Any Person who properly and timely submits a Request for Exclusion will
not be bound by any judgment entered by the Federal Court in connection
with the Settlement and will not be entitled to receive an allocation
from the Settlement Fund.

In order to be valid, each such Request for Exclusion must set forth the
following information with respect to the person requesting exclusion:
name, address, social security number or taxpayer identification number,
the number of shares of Interneuron common stock purchased during the
Settlement Class Period, the purchase price, the date of each purchase,
the number of shares, if any, of Interneuron common stock sold during
the Settlement Class Period, the sale price, and the date of each such
sale. All Requests for Exclusion must be signed by or on behalf of the
person so requesting the exclusion. If a Request for Exclusion does not
include all of the foregoing information, it shall not be a valid
Request for Exclusion.

If you purchased or otherwise acquired Interneuron stock during the
Settlement Class Period, your rights may be affected and you may be
entitled to participate in the Settlement of this action. This Notice is
only a summary. If you have not yet received a "NOTICE OF PENDENCY AND
PROPOSED SETTLEMENT OF CLASS ACTION AND SETTLEMENT HEARING THEREON"
which describes in detail the Litigations, the Settlement Class, the
proposed Settlement, the hearing thereon, the options Settlement Class
Members can take, and the dates by which they must be taken, and which
includes a Proof of Claim and Release form, you may obtain copies by
writing to:

Settlement Administrator, Interneuron Pharmaceuticals Securities
Litigation, c/o David Berdon & Co. LLP, P.O. Box 1759, Grand Central
Station, New York, New York 10163, Telephone: 800-766-3330, Fax:
212-702-0138

You must file a Proof of Claim and Release form post-marked no later
than February 28, 2000. IF YOU DO NOT FILE A PROPER PROOF OF CLAIM FORM
AND HAVE NOT PREVIOUSLY EXCLUDED YOURSELF FROM THE CLASS, YOU WILL NOT
SHARE IN THE BENEFITS OF THE SETTLEMENT, BUT YOU WILL BE BOUND BY THE
FINAL JUDGMENT OF THE FEDERAL COURT.

You may also address inquiries to the following counsel for Plaintiffs
and the Settlement Class in the litigations: David Pastor, Esq., GILMAN
AND PASTOR, LLP, One Boston Place, 28th Floor, Boston, Massachusetts
02108, (617) 589-3750, David Katz, Esq., Jack Zwick, Esq., WEISS &
YOURMAN, 551 Fifth Avenue - Suite 1600, New York, New York 10176, (212)
682-3025, PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE FOR
INFORMATION.

Dated: January 7, 1999

BY ORDER OF THE UNITED STATES

DISTRICT COURT FOR THE

DISTRICT OF MASSACHUSETTS


LUCENT TECHNOLOGIES: Milberg Weiss Files Securities Suit in New Jersey
----------------------------------------------------------------------
The law firm Milberg Weiss Bershad Hynes & Lerach gives notice on
January 7 that a class action lawsuit was filed in the United States
District Court for the District of New Jersey, on behalf of all persons
who purchased the common stock of Lucent Technologies, Inc. ("Lucent" or
the "Company") (NYSE: LU) between October 27, 1999, and January 6, 2000,
inclusive (the "Class Period").

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, at Milberg Weiss Bershad Hynes & Lerach ("Milberg Weiss"),
Steven G. Schulman, Samuel H. Rudman or Michael A. Swick at One
Pennsylvania Plaza, 49th Floor, New York, New York 10119-0165, by
telephone 1-800-320-5081 or via e-mail: endfraud@mwbhlny.com or visit
website at http://www.milberg.com

The complaint charges Lucent and certain of its senior executives 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 defendants issued a series of materially false and
misleading statements concerning the Company's deteriorating financial
condition and the Company's inability to control costs and maintain
profit margins.

If you are a member of the class described above you may, not later than
sixty days from January 7, 2000, move the Court to serve as lead
plaintiff of the class, if you so choose. In order to serve as lead
plaintiff, however, you must meet certain legal requirements.

CONTACT: Milberg Weiss Bershad Hynes & Lerach LLP Shareholder Relations
Dept. E-Mail: endfraud@mwbhlny.com 1-800-320-5081


LUCENT TECHNOLOLGIES: Barrack Rodos Files Securities Suit in New Jersey
-----------------------------------------------------------------------
Counsel for Class Plaintiff, Barrack, Rodos & Bacine, issued the
following on January 7:

A class action has been commenced in the United States District Court
for the District of New Jersey on behalf of all persons who purchased
the common stock of Lucent Technologies, Inc. (NYSE: LU) ("Lucent" or
the "Company") between October 27, 1999 and January 6, 2000, inclusive
(the "Class Period").

The complaint charges Lucent and certain of its officers with violations
of federal securities laws by making misrepresentations about the
Company's business, earnings growth, and financial statements, as well
as its ability to continue to achieve profitable growth. The complaint
alleges that during the Class Period, Lucent led the market to believe
that its plan to restructure its operations into four divisions would
produce consistently more profitable results. Based significantly on
guidance provided by the Company, the price of Lucent stock continued to
rise throughout the Class Period, reaching a high of over $84.00 per
share on December 9, 1999. Then, on January 6, 2000, Lucent revealed
that results for the first fiscal quarter of 2000 would fall materially
short of analysts' expectations. The complaint alleges that, contrary to
the Company's representations during the Class Period, demand for
Lucent's products and the Company's profit margins were declining, its
costs were increasing, and it had failed to supply products in
sufficient quantities to meet market demand. These revelations caused
the price of Lucent common stock to fall to $ 52.19, a decline of 38%
from its Class Period high.

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


MCDERMOTT INT’L: Weiss & Yourman Files Securities Suit in Louisiana
-------------------------------------------------------------------
The law firm of Weiss & Yourman announced on January 10 that a class
action lawsuit against McDermott International, Inc. ("McDermott" or the
"Company")(NYSE:MDR) was commenced in the United States District Court
for the Eastern District of Louisiana on behalf of purchasers of
McDermott securities between May 21, 1999 and November 11, 1999.

The complaint charges defendants with violations of the Securities
Exchange Act of 1934. The complaint alleges that defendants issued a
series of false and misleading statements concerning the Company's
estimated liability for asbestos related product liability claims
relating to its now defunct boiler division. The complaint further
alleges that the material under-reporting of the Company's reasonable,
expectant liability for these claims allowed defendants to artificially
inflate the Company's earnings.

Plaintiff is represented by Weiss & Yourman, a law firm having
significant experience and expertise prosecuting class actions on behalf
of investors and shareholders in federal and state courts throughout the
United States, particularly those involving financial reporting
improprieties. Weiss & Yourman has been appointed by numerous courts as
lead counsel in class action lawsuits and in that capacity has recovered
hundreds of millions of dollars on behalf of investors.

If you purchased McDermott securities during the period of May 21, 1999
and November 11, 1999, inclusive, you may move the court no later than
February 20, 2000, to serve as a lead plaintiff of the class. In order
to serve as a lead plaintiff, you must meet certain legal requirements.
You do not need to seek appointment as a lead plaintiff in order to
share in any recovery.

If you wish to receive an investor package or if you wish to discuss
this action, or have any questions concerning this notice or your rights
or interests with respect to this matter, or if you have any information
you wish to provide to us, please contact: Mark D. Smilow or David C.
Katz at (888) 593-4771 or (212) 682-3025 or via Internet electronic mail
at wynyc@aol.com or by writing Weiss & Yourman, The French Building, 551
Fifth Avenue, Suite 1600, New York City 10176.


PETERS CO: Ap Ct Affirms Need to Prove Subcontractor’s Negligence
-----------------------------------------------------------------
Was a group of homeowners required to prove that construction
subcontractors were negligent in order to invoke the subcontractors'
duty to indemnify a residential project developer for defects in the
construction of their homes?

                             Facts

The J.M. Peters Co. Inc. developed a large tract of single-family homes.
Peters entered into subcontracts with Signs & Pinnick Inc., Art Torres
Landscaping Inc. and Mueller-Lewis Concrete, among others.

The contract with Signs and Torres contained an indemnification
provision that required the subcontractors to hold Peters harmless from
claims or liability for personal injury or property damage arising out
of the subcontractors' work. The indemnification did not apply if the
claims or liability arose solely from Peters' negligence. The contract
between Peters and Mueller required that Mueller indemnify Peters for
claims or damages growing out of the execution of the work.

Charles Heppler and other homeowners (Heppler) sued Peters in a class
action that alleged breach of warranty, strict liability and negligence
arising from defective construction. Peters filed a cross-complaint for
indemnity against its subcontractors. The subcontractors did not agree
to indemnify or defend Peters. Peters settled the class action and
assigned its indemnity rights against nonsettling subcontractors to
Heppler.

Heppler sought indemnity from the subcontractors. Interpreting the
subcontracts' indemnity provisions according to their plain language,
the trial court determined that Heppler needed to prove fault, meaning
negligence and causation, in order to trigger each subcontractor's
indemnity liability. Upon trial, the jury found in favor of Signs,
Torres and Mueller, among other subcontractors.

Heppler appealed.

The court of appeal affirmed, holding that the homeowners were required
to prove construction subcontractors' negligence in order to invoke the
subcontractors' duty to indemnify.

The court noted that parties may fashion indemnity agreements in a
variety of ways. As a result, a particular agreement must be interpreted
according to its language and, where necessary for interpretation, the
parties' actions. Indemnity provisions in a construction subcontract
must be construed against the indemnitee, and the parties must use
specific, unequivocal language in order to invoke indemnification
without regard to a subcontractor's negligence.

The court concluded that the language of the subcontractors' indemnity
agreements did not reflect a mutual understanding that the
subcontractors would indemnify Peters for work that was not performed in
a negligent manner.

There was no unequivocal language indicating that the subcontractors'
indemnity obligation was independent of their negligence. Nor did it
make sense to imply such an understanding where the project called for
large-scale construction of mass-produced homes by a variety of
subcontractors and suppliers.

The court also noted that a different interpretation would violate the
public policy recognizing a housing developer's ultimate responsibility
for defects in construction. The trial court therefore correctly
interpreted the subcontractors' indemnity clauses to require Heppler to
establish subcontractor negligence in order to invoke indemnity
liability.

Counsel for petitioner Charles Heppler: Daniel Perwich, Perwich, Goff &
Karavatos, 110 Juniper St., San Diego, CA 92101, 619-702-0090

Counsel for respondent Mueller-Lewis Concrete: David Molinari, 501 W.
Broadway, Ste. 1700, San Diego, CA 92101, 619-233-8824

Counsel for respondent Art Torres Landscaping Inc.: Elisa Nemeth, 500 W.
Harbors Dr., Ste. 1220, San Diego, CA 92101, 619-238-4201

Counsel for respondent Signs & Pinnick Inc.: Timothy Lucas, Parker &
Stanbury, 3131 Camino del Rio N. Ste. 1200, San Diego, CA 92108,
619-528-1259 (California Supreme Court Service, September 24, 1999)


PHARMAPRINT INC: Kantrowitz, Goldhamer Files Securities Suit in NJ
------------------------------------------------------------------
The law firm of Kantrowitz, Goldhamer & Graifman, of Montvale, New
Jersey gives notice on January 7 that a lawsuit has been filed on behalf
of Plaintiff and a proposed class of purchasers of common stock of
PharmaPrint, Inc. (NASDAQ: PPRT) against PharmaPrint Inc. ("PharmaPrint"
of "Company") and certain officers and directors for the class period
July 1, 1999 through November 15, 1999 ("Class Period"), in the U.S.
District Court of New Jersey.

The complaint alleges that PharmaPrint and certain officers and
directors violated Sections 10(b) and 20(a) of the Securities Exchange
Act of 1934 and Rule 10b-5 promulgated thereunder, by making false and
misleading statements and omissions concerning the company's
distribution, its revenue and financial condition for the period ending
September 30, 1999 inclusive of the period constituting its second
quarter. As a result of these alleged violations, the price of common
stock of PharmaPrint was artificially inflated during the Class Period.
The complaint alleges that despite a dispute with its sole major
customer, American Home Products Corp. ("AHP") which resulted in a
virtual stoppage of orders from that customer, and a cancellation of the
distribution agreement by American Home Products, which had a serious
and materially negative effect on its revenues for the period ending
September 30, 1999, defendants released positive information concerning
the expansion of its distribution chain and failed to disclose the loss
of its sole major customer and revenues until November 15, 1999.

Contact: Gary S. Graifman at Kantrowitz, Goldhamer & Graifman toll-free
at 800/660-7843 or via Internet e-mail at kgg@kgglaw.com or by writing,
Kantrowitz, Goldhamer & Graifman, 210 Summit Avenue, Montvale, New
Jersey 07645.


POLICY MANAGEMENT: Milberg Weiss Files Securities Suit in S. Carolina
---------------------------------------------------------------------
The law firm Milberg Weiss Bershad Hynes & Lerach give notice on January
7 that a class action lawsuit was filed in the United States District
Court for the District of South Carolina, on behalf of all persons who
purchased the common stock of Policy Management Systems ("Policy
Management" or the "Company") (NYSE:PMS) between October 22, 1998, and
January 6, 2000, inclusive (the "Class Period").

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, at Milberg Weiss Bershad Hynes & Lerach ("Milberg Weiss"),
Steven G. Schulman or Samuel H. Rudman at One Pennsylvania Plaza, 49th
Floor, New York, New York 10119-0165, by telephone 1-800-320-5081 or via
e-mail: endfraud@mwbhlny.com or visit website at http://www.milberg.com

The complaint charges Policy Management and certain of its senior
executives 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 defendants issued a series of
materially false and misleading statements concerning the Company's
financial condition, products, technologies and financial statements.
Before the disclosure of the adverse facts described above, certain
members of the Company's senior management sold their personally-held
Policy Management common stock to the unsuspecting public generating
proceeds of over $13 million.

If you are a member of the class described above you may, not later than
sixty days from January 7, 2000, move the Court to serve as lead
plaintiff of the class, if you so choose. In order to serve as lead
plaintiff, however, you must meet certain legal requirements.

Contact: Milberg Weiss Bershad Hynes & Lerach LLP Shareholder Relations
Dept. 1-800-320-5081 endfraud@mwbhlny.com


SOLUTION 6: Announces CA Suit over Proposed Merger Filed by Milberg
-------------------------------------------------------------------
Australian accounting software firm Solution 6 Holdings Ltd said on
January 10 a class action suit has been filed against it and merger
partner, the US-based Elite Information Group Inc, in the United States.

The complaint, which was filed in the Los Angeles County Superior Court
by the San Diego office of law firm Milberg Weiss Bershad Hynes and
Lerach LLP, is a purported class action on behalf of holders of Elite
common stock, Solution 6 said in a statement. "The compaint alleges that
Elite's board of directors, by entering into a merger agreement with
Solution 6 and its subsidiary violated their fiduciary duties to Elite
stockholders," it said.

In December last year, the two companies announced a merger deal, which
involved Solution 6 making a $ US11.00 a share offer for the takeover of
Elite, which valued the company at 150.5 million.

Solution 6 added that it had not yet been served a lawsuit, but
"anticipate that this will occur in the near future, as it is common
practice in acquisition tenders in the US." "Solution 6 and Elite
believe that the plaintiff's claims are without merit, and intend to
defend the action vigorously," it said.

Solution 6 added that the US Federal Trade Commission (FTC) has
requested additional information and documentary material in connection
with its review of the proposed merger with Elite.

"Solution 6 are of the opinion that this lawsuit and the FTC review will
be resolved and remain confident that the tender offer will be
successful," it said. (AAP Newsfeed January 10, 2000)


SUNBEAM/COLEMAN: Settlement of Merger Challenge Nets Little for Anyone
----------------------------------------------------------------------
The settlement of a shareholder suit over Sunbeam Corp.'s ill-fated
acquisition of Coleman Co. Inc. was a "lose-lose" deal for everyone
involved -- shareholders got very little for what a Delaware judge
called meritorious claims and their attorneys got one-third of their
requested fee because of Sunbeam's precarious financial condition. In re
Coleman Company Inc. Shareholders Litigation, No. 16486 (DE Ch. Ct.,
Nov. 22, 1999).

In his opinion approving the settlement of suits by Coleman shareholders
-- who said they were shortchanged in the partial stock-swap deal when
Sunbeam's share price plummeted right after Coleman's board approved the
merger -- Chancellor William Chandler said it was a choice between
getting little now or getting virtually nothing later. He said the
plaintiffs may have been able to show that the Coleman board, or a
transition board that briefly succeeded it, should have been able to
renegotiate the deal; however, warrants to buy more Sunbeam stock at a
discount are all they could reasonably hope to recover. While he
rejected the objections of dissenter Mentor Partners to the settlement
consideration, he agreed with Mentor's complaint that the $3.7 million
fee request was excessive where the attorneys did not file a single
pre-trial motion or take one deposition.

The Sunbeam disaster also resulted in the ouster of the legendary
corporate cost cutter "Chainsaw Al" Dunlap and his management team.

The party who escaped with the least loss was Ron Pearlman, whose
MacAndrews & Forbes Inc. (M&F) holding company controlled Coleman, got
more immediate cash for its 81 percent interest compared to the public
shareholders and was not sued in state court for its significant role in
the merger.

In February of last year, Sunbeam entered into two separate merger
agreements with two Coleman shareholder groups:

-- the public shareholders -- who held about 19 percent of Coleman –
   got $6.44 in cash and .5677 Sunbeam shares for each of their shares;

-- M&F got $15 in cash and debt plus .32 Sunbeam shares.

The first step of the merger was consummated the next month since
Sunbeam had acquired majority control by buying the M&F stock, and an
interim board of directors immediately approved the merger of the public
shares. However, before that second step was consummated, Sunbeam
announced that its sales were 5 percent lower than last year and that it
expected a loss for the first quarter of 1998. Suspicion that there were
disclosure and accounting problems at Sunbeam sent the stock price into
a flat spin and one month later its stock price had dropped by 50
percent.

Shareholders filed breach of duty suits in Delaware Chancery Court and
securities fraud actions in the federal court for the Southern District
of Florida (In re Sunbeam Securities Litigation, No. 98-8258). The
Delaware suits charged that the Coleman directors had a duty to
shareholders to make sure that the stock component of what they received
would be adjusted in the event of a Sunbeam stock price drop. They also
charged that Sunbeam owed them fiduciary duties because of its control
position

By the following fall, the plaintiffs had come to a tentative agreement
with the defendants. In support of their proposed settlement, the
plaintiffs acknowledged that there were numerous, effective defenses to
the charges. They said neither the original Coleman board nor the
interim board which briefly ruled between the M&F and the public phase
of the merger had the duty or the power to change the deal.

The court said plaintiffs gave those defenses more weight than they
deserved.

"It is far from clear that because M&F and Coleman's M&F designated
board purportedly executed the public merger that a court would relieve
Sunbeam and the Coleman board from exercising a fiduciary's judgment as
to whether to consummate the public merger and under what terms," the
court opined. "In my view, plaintiffs raised several colorable claims
that might well have survived a motion to dismiss, if not beyond."

However, even if plaintiffs prevailed and obtained a judgment, they
would have had to get in line behind other unsecured creditors, since
Sunbeam's financial condition remains shaky and was, at the time of
settlement, worth less than $10 a share. They would also be vying with
M&F, which negotiated its own settlement of merger-related claims
against Sunbeam.

In opposition to the proposed settlement, Mentor complained that in its
separate settlement with Sunbeam, M&F got warrants to buy 23 million
Sunbeam shares at $7.00 each while the public shareholders got only 4.98
million. It argued that the Coleman board should never have accepted
Sunbeam stock as even partial consideration in the public portion of the
merger.

"Although unfortunate in hindsight, the fact that the public merger has
a larger stock component and the exchange ration lacked price collars is
of no legal momentum," the court wrote. It noted that compared to M&F,
the public shareholders will actually get more Sunbeam warrants for each
of the shares they got in the merger.

As to the fee award, the court found that while the plaintiff attorneys
helped create a benefit for the Coleman shareholders, they did not
provide the level of help that would justify a 30 percent cut of the
settlement. The chancellor noted that in the four months between the
filing of the suit and the settlement, plaintiffs' attorneys did not
take one deposition or defend one pre-trial motion. And, he added, even
their settlement efforts largely piggy-backed M&F's negotiation.

"While the thought of frivolous discovery and motion practice intended
solely to build up a paper trail of filings and logged hours is
unappetizing to this court, I am also reluctant to carve out 30% of a
settlement fund for lawyers who appear to have expended a less than
heroic measure of time and effort pursuing plaintiffs' claims," said
Chancellor Chandler.

Plaintiffs are represented by Joseph Rosenthal and Norman Monhait of
Rosenthal, Monhait, Gross & Goddess in Wilmington, De; Robert Harwood of
Wechsler, Harwood, Halebain & Feffer LLP; Stuart Savett of Savett,
Frutkin, Podell & Ryan in Philadelphia; and Rachel Sirota of Sirota &
Sirota LLP in New York City.

Defendants are represented by Thomas Allingham, Richard Easton, Matthew
Greenberg, and Kevin Maloy of Skadden, Arps, Slate, Meagher & Flom in
Wilmington.

Objectors are represented by Michael Hanrahan and Paul Fioravanti of
Pricket, Jones & Elliott in Wilmington. (See Document Section A for the
opinion and order.) (Delaware Corporate Litigation Reporter, December
20, 1999)


TYCO INT’L: Steven E. Cauley Files Securities Suit in Florida
-------------------------------------------------------------
The Law Offices of Steven E. Cauley, P.A. announced on January 7 that a
Class Action has been commenced in the United States District Court for
the Southern District of Florida, West Palm Beach Division on behalf of
all purchasers of common stock of Tyco International Limited (NYSE: TYC)
("Tyco" or the "Company") from December 10, 1998 through December 8,
1999, inclusive (the "Class Period").

The complaint charges Tyco and certain of its officers and directors
with violations of the Securities Exchange Act of 1934. During the Class
Period, Tyco misrepresented its financial condition and future growth
prospects by taking accounting "baths" prior to the closing of its
acquisition deals. As a result of the defendants' wrongful course of
conduct, the price of Tyco common stock was artificially inflated
throughout the Class Period.

Contact: Law Offices Of Steven E. Cauley, P.A., 2200 N. Rodney Parham
Road, Suite 218, Cypress Plaza, Little Rock, AR 72212, E-mail:
CauleyPA@aol.com or 1-888-551-9944 - toll free


UNITED CO: Weiss & Yourman Files Securities Suit in Louisiana
-------------------------------------------------------------
The law firm of Weiss & Yourman announced on January 10 that a class
action lawsuit against United Companies Financial Corporation ("United
Companies Financial" or the "Company") (OTC:UCFNQ) was commenced in the
United States District Court for the Middle District of Louisiana on
behalf of purchasers of United Companies Financial securities between
April 30, 1998 and February 2, 1999.

The complaint charges defendants with violations of the Securities
Exchange Act of 1934. The complaint alleges that defendants knowingly
and recklessly engaged in a fraudulent scheme designed to overstate the
financial condition of United Companies Financial, its revenue, net
income, earnings per share, stockholders' equity, and business
prospects, as well as the credit quality of the loans originated by the
Company, and the performance statistics regarding these loans. As a
result of the scheme, the prices of United Companies Financial equity
securities were artificially inflated.

If you purchased United Companies Financial securities during the period
of April 30, 1998 and February 2, 1999, inclusive, you may move the
court no later than February 15, 2000, to serve as a lead plaintiff of
the class. In order to serve as a lead plaintiff, you must meet certain
legal requirements. You do not need to seek appointment as a lead
plaintiff in order to share in any recovery.

If you wish to receive an investor package or if you wish to discuss
this action, or have any questions concerning this notice or your rights
or interests with respect to this matter, or if you have any information
you wish to provide to us, please contact: Mark D. Smilow or David C.
Katz at (888) 593-4771 or (212) 682-3025 or via Internet electronic mail
at wynyc@aol.com or by writing Weiss & Yourman, The French Building, 551
Fifth Avenue, Suite 1600, New York City 10176.


UTILITIES COS: 1st Cir in LA Overturns Verdict in 1994 Blast
------------------------------------------------------------
The state 1st Circuit Court of Appeal overturned a $ 22 million verdict
against several electrical utilities in a lawsuit that claimed the
companies partially were responsible for a 1994 explosion and fire at a
Plaquemine oxygen-production plant that killed the plant manager and
seriously burned two workers.

The 3-2 ruling by the appellate panel on the 1997 verdict does affect a
$ 152 million verdict the two survivors and the heirs of the third
victim won in an April 1999 trial. That verdict, including $ 120 million
in punitive damages, is winding its way through the appeals process.

The April 1994 explosion and fire occurred as workers were trying to
restart the oxygen production system at the Air Liquide plant following
an electrical problem with a Gulf States Utilities line that shut down
the plant. The plaintiffs sued GSU, which became part of Entergy shortly
before the accident, along with Louisiana Power and Light and Entergy.

They argued that particles came loose in an oxygen pipeline during the
power problem and those particles ignited the explosion and fire when
the plant was restarted.

After a bench trial, 18th Judicial District Judge Jack Marionneaux found
the utility companies 40 percent at fault in the accident.

The appeal court panel ruled that Marionneaux was "manifestly erroneous"
in holding the utilities liable and awarding the plaintiffs $ 22.7
million.

The electric utilities are responsible for maintaining their equipment,
but are not responsible for the particles in the pipeline or for a
flawed safety valve on the pipeline that exploded, wrote Judge John
Weimer in the majority opinion.

"The only relationship the electrical outage had to the explosion was
the outage required the plant to be restarted, something that had
occurred innumerable times without incident," Weimer wrote.

"Because of the horrible injuries suffered by the plaintiffs, we have
struggled mightily with the issues presented in this matter. However, as
we instruct juries, our decisions must be made, not based on sympathy,
but based on the facts and law," Weimer wrote.

In his dissent, Pettigrew wrote that he could link the power problem to
the explosion, but that Marionneaux erred in finding the utilities 40
percent at fault. They should be held 10 percent responsible, he wrote.

Plaintiffs' attorney Victor Marcello said he would ask the 1st Circuit
to rehear the case and, if needed, apply for writs to the state Supreme
Court. "No question. Especially with the 3-2 vote," he said.

After each side made oral arguments to the panel in November, "I thought
it could go either way," Marcello said. (The Advocate (Baton Rouge, LA.)
December 29, 1999)


ZANTAC MAKERS: ND IL Dismisses Fraud Case Re Zantac 75 and Zantac 150
---------------------------------------------------------------------
Glaxo Wellcome, PLC, and Warner Lambert Corp. have not violated consumer
fraud statutes by dissuading patients from taking two Zantac 75 tablets
to obtain the equivalent of one Zantac 150, an Illinois federal judge
has ruled. Bober v. Glaxo Wellcome, PLC et al., No. 99-C-3243 (ND IL,
Sept. 3, 1999).

In granting the defendants' motion to dismiss, U.S. District Judge James
B. Zagel held that it is "rather harsh" to penalize drug makers who
choose to warn against off-label uses of their product without physician
approval.

"This is so, if for no other reason, than the drug maker cannot know
whether, without such warning, the consumer might think it’s all right
to exceed the maximum dosage or days ," Judge Zagel reasoned. The judge
pointed out that the Zantac 75 label, approved by the Food and Drug
Administration (FDA), does not say the product may be used as a
substitute for Zantac 150.

In a proposed class action, the plaintiffs had alleged that the drug
companies were deceptive when, in response to inquiries about doubling
Zantac 75, they advised consumers not to substitute and to speak to
their doctor about changing medication. Mortimer Bober, the putative
class representative, alleged that the defendants' statements imply that
the over-the-counter Zantac 75 is a different medication than Zantac
150, which is available by prescription only. Bober claimed that the
defendants had a financial incentive to misrepresent the bioequivalence
of the products because a single 150 is almost twice the cost of two
75s.

Judge Zagel noted, however, that the FDA frequently treats the same
drugs differently when they are offered with differing dosages. He also
points out that state law prohibits dispensing drugs that differ from
what is prescribed. "When a drug maker is asked by a consumer whether a
change can be made in the administration of medication prescribed by a
physician, I think it is a fair reading of Illinois law and policy that
state law requires a drug maker to say 'Don't do it, talk to your
doctor,'" Judge Zagel concluded.

Judge Zagel added that this outcome is unaffected by the plaintiffs'
claims that the companies had improper motives to encourage use of
Zantac 150.

"The problem for the plaintiff is that compliance with the law is what
the courts require and it does not matter if compliance is motivated by
calculations of greed or by considerations of canons of ethical
conduct," the judge said.

Howard Brian Prossnitz in Chicago represented Bober. Peter C. John,
Edward McCormack, Charles Leuin, and Drew Peel of Hedlund, Hanley &
John, Chicago, represented Glaxo Wellcome. John W. Treece and Eric
Mattson of Sidley & Austin, Chicago, represented Warner Lambert and
Warner Wellcome Consumer Healthcare Inc. (Call 877-595-0449 for the
five-page opinion.) (Consumer Product Litigation Reporter, December
1999)

                               *********


S U B S C R I P T I O N  I N F O R M A T I O N

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Copyright 1999.  All rights reserved.  ISSN 1525-2272.

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