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/raid1/www/Hosts/bankrupt/CAR_Public/010516.mbx C L A S S A C T I O N R E P O R T E R Wednesday, May 16, 2001, Vol. 3, No. 96 Headlines ANDRIX GROUP: Says New Lawsuits are a Mere Rehash of Pending Litigation APPLICA, INC.: Continues to Battle Suit Over Black & Decker Acquisition BAUSCH & LOMB: Milberg Weiss Files Securities Complaint in New York BRISTOL-MYER: NOW, Gray Panthers & SPAN's Latest Target Defendant BROADVISION, INC.: Levy and Levy Files Securities Suit in California CONSOLIDATED NATURAL: Dominion Reports Class Action Suit Dismissed DIGIMARC CORPORATION: Milberg Weiss Files Securities Suit in New York DOLLAR GENERAL: Abbey Gardy Files Securities Complain in M.D. Tennessee DOUBLECLICK, INC.: Stull Stull Files Shareholder Suit in S.D. New York DOUBLECLICK, INC.: Milberg Weiss Files Securities Suit in S.D. New York FIRST AMERICAN: One Suit Versus Title Insurer Dismissed & Another Pends GENERAL MOTORS: Privacy Laws Block Access to Pennsylvania Claimants GREAT LAKES: Outcome of Royalty Owner Lawsuit Remains Uncertain JDN REALTY: CEO Says Company Will Support Sensible Mediation Resolution LUFKIN INDUSTRIES: Continues to Decry Merit of Race Discrimination Suit METALDYNE CORP.: Awaiting Approval of Settlement from Del. Chancery Ct. NCI BUILDING: Henzel Firm Files Securities Complaint in Houston NETWORK COMMERCE: Wechsler Harwod Files Securities Complaint in Seattle RANGE RESOURCES: Unfair Merger Terms Suit Dismissed without Prejudice TOBACCO LITIGATION: Free Copy of the Engle Stipulation is Available ********* ANDRX GROUP: Says New Lawsuits are a Mere Rehash of Pending Litigation ----------------------------------------------------------------------- Andrx Group (Nasdaq:ADRX) commented on news reports that it has been sued by the state attorneys general of New York and other states for antitrust violations in connection with its 1997 Stipulation and Agreement with Aventis (formerly Hoechst Marion Roussel, Inc. ("HMR")) concerning Andrx' generic version of the brand name product Cardizem(R) CD. Based on press releases about the new lawsuit, which is the only information available to Andrx at this time, it appears that the case is simply a reiteration of the claims first asserted against Andrx in 1998 that are currently being litigated in federal court in the Eastern District of Michigan, including on behalf of some of the same citizens of the very same states who are reported to be plaintiffs in today's lawsuit. As Andrx has previously reported, the ruling by the Michigan court in June 2000, which found the Stipulation unlawful, is currently on appeal to the United States Court of Appeals for the Sixth Circuit, and, as Andrx has also previously reported, the court that rendered that ruling itself believes that there are substantial grounds to disagree with its conclusions, which Andrx disagrees with and believes are contrary to the conclusions of another federal court. Andrx President, Elliot F. Hahn, Ph.D., stated: "The matters apparently being sued on were also investigated twice by the Federal Trade Commission over the course of more than three years. Andrx cooperated fully in those investigations, during which FTC deposed every conceivable witness and reviewed voluminous documentary evidence from the parties and numerous third parties. After that extensive investigation, the FTC agreed to settle that proceeding and stated publicly that it did not appear to the FTC `that there was any delay' at all caused by the Stipulation, either of Andrx' entry into the market or of anyone else." (available at http://www.ftc.gov/os/2001/04/hoechstanalysis.pdf) Dr. Hahn continued: "It is disappointing that given the clear abuses that are occurring in the industry that are actually delaying generic products from reaching consumers, these state attorneys' general would after all this time, and evidently for political reasons, join in an action attacking an agreement that demonstrably benefited consumers by getting a lower-priced product to them faster. Andrx intends to defend itself vigorously." Andrx is engaged in the formulation and commercialization of oral controlled-release pharmaceuticals utilizing its proprietary drug delivery technologies. In its ANDA program, Andrx is developing generic versions of selected high sales volume controlled-release brand name pharmaceuticals. In its NDA program, Andrx is developing its own brand name formulations of certain existing drugs that it believes may be improved by the application of Andrx' drug delivery technologies. Andrx also markets and distributes pharmaceutical products manufactured by third parties. Andrx Corporation's Cybear Group intends to use the Internet to improve the efficiency of clinical, administrative and communications tasks in the healthcare industry -- while addressing the healthcare industry's critical need for secure and reliable transmission of information. APPLICA, INC.: Continues to Battle Suit Over Black & Decker Acquisition ----------------------------------------------------------------------- "A class action lawsuit has been brought against us in connection with our acquisition of the Black & Decker Household Products Group; we cannot predict the outcome of this lawsuit," Applica, Inc., tells its investors in its latest quarterly report filed with the Securities and Exchange Commission. BAUSCH & LOMB: Milberg Weiss Files Securities Complaint in New York ------------------------------------------------------------------- The law firm of Milberg Weiss Bershad Hynes & Lerach LLP launched a class action lawsuit, filed May 11, 2001, on behalf of purchasers of the securities of Bausch & Lomb, Inc. (NYSE:BOL) between January 27, 2000 and August 24, 2000, inclusive. A copy of the complaint filed in this action is available from the Court, or can be viewed on Milberg Weiss' website at: http://www.milberg.com/bausch/ The action is pending in the United States District Court for the Southern District of New York, located at 500 Pearl Street, New York, NY 10007, against defendants Bausch & Lomb, William M. Carpenter, Steven C. McCluski and Carl E. Sassano. The complaint alleges that, during the Class Period, the Company claimed its vision care business was "well positioned to continue to deliver solid growth in the future, with even stronger profitability," that Bausch & Lomb was "uniquely positioned in the ophthalmic surgery market to benefit from the continued strong growth in worlwide demand for refractive surgery procedures," that "sales of new products had enough critical mass to offset the continued decline" of the Company's older products, and that with regard to its lenses, "we continue to get nothing but extremely positive feedback from practitioners and patients about their performance." Unbeknownst to investors, as alleged in the complaint, the Company suffered from undisclosed problems that were having a materially adverse effect on its financial performance: the Company lacked the management capability necessary to implement its purported strategy for integrating its acquisitions and increasing the Company's emphasis on its higher margin pharmaceutical and surgical segments and many doctors were skeptical that patients could, as Bausch & Lomb claimed, safely wear Bausch & Lomb Pure Vision lenses for two weeks straight. Additionally, the complaint alleges that, despite its claims to have streamlined its manufacturing operations, the Company was woefully unprepared to meet the surging demand for silicone lenses implanted in cataract surgery and that, as a result, the Company was being forced to yield its position in this market to its competitors. The truth began to emerge on July 19, 2000 when the Company announced disappointing revenues for the second quarter ended June 24, 2000. Defendants, however, continued to conceal the full extent of the Company's problems, claiming instead the poor quarter showing was the result of "short term market issues." Then, on August 24, 2000, the Company shocked the market, admitting for the first time that business issues would impact financial results, that year 2000 revenues would be essentially flat with 1999, and that earnings would be $2.69 to $2.72 per share, compared to the consensus estimate of $3.15 per share. The Company further announced that year 2001 earnings would be $2.87 to $2.92 per share, as much as 25% below the $3.84 per share forecast by the Company. The Company also announced that Sassano was being fired. In response to the Company's announcement, the price of Bausch & Lomb common stock tumbled 36%, or $19.88, to close at $35.88, nearly a 10- year low, on very heavy volume. For further details, contact: Milberg Weiss Bershad Hynes & Lerach LLP, New York, Steven G. Schulman or Samuel H. Rudman, 800/320-5081, bauschcase@milbergNY.com, http://www.milberg.com BRISTOL-MYER: NOW, Gray Panthers & SPAN's Latest Target Defendant ----------------------------------------------------------------- The Stop Patient Abuse Now coalition today announced that it will organize consumer and patient groups across the country to initiate a series of class action lawsuits against pharmaceutical companies that prevent competition and endanger public health. The strategy is intended to raise the financial stakes for drug manufacturers that engage in anti-competitive or anti-consumer behavior in order to avoid competition. The National Organization for Women (NOW) announced that it will lead the latest class action suit against Bristol-Myers Squibb for tactics it used to prevent patient access to lower-priced versions of Taxol, a treatment for breast and ovarian cancer. A federal court ruled in March of last year that the tactics included "an intent to deceive" the government. "Congress is letting pharmaceutical companies get away with abuse," stated NOW President Patricia Ireland. "Until congressional leaders take action, we will hold corporations like Bristol-Myers Squibb accountable for their unfair business practices." SPAN members filed a similar suit against Bristol-Myers Squibb in April to recover damages suffered when the company unlawfully prevented competition for BuSpar (buspirone), an anti-anxiety drug. Bristol registered a new patent for the drug with the FDA in order to trigger provisions of a federal law that results in 30-month approval delays for competing generic products. A federal court ordered Bristol to remove the patent this year. "Consumers have no regulatory avenue for relief from market abuses by pharmaceutical companies," stated Tim Fuller, SPAN founder and Executive Director of the Gray Panthers. "It is time to take matters into our own hands." SPAN also announced that it is working with specific consumer groups across the nation to prepare similar suits, including against: * AstraZeneca if it attempts to delay competition for the ulcer medicine Prilosec. Patent protection for Prilosec expires in October, though the company has indicated it may file new patents to prevent competition beyond the original expiration date. * Abbott Laboratories if it refuses to remove its Thyroid disease drug Synthroid from the market. The FDA issued a letter on April 26 in which it stated that Synthroid "cannot be generally recognized as safe and effective." SPAN intends to work with state Attorneys General and the Federal Trade Commission to identify marketplace abuses by pharmaceutical manufacturers. It will then help aggrieved parties seek treble damages where anti-competitive behavior by manufacturers can be demonstrated. "Consumers have no political influence in the pharmaceutical marketplace," according to Fuller. "This strategy will shift the balance of power from drug industry executives and their friends in Congress to the consumers who need relief." SPAN will establish a national registration process to enable consumers to identify market abuses and sign up to be included in the lawsuits. It also will begin regional meetings and seminars to educate consumer and patient advocacy groups about pharmaceutical industry abuses, and to provide outreach to potential plaintiffs. SPAN will host a national meeting this summer to discuss the progress of the initiative and to inform members of Congress and industry officials of recommendations for reform. Further information can be obtained by contacting Tim Fuller (202-737- 6637), Patricia Ireland (202-628-8669), or from www.SPANcoalition.org. SPAN was founded by the Gray Panthers to improve consumer access to safe, more affordable medicine. BROADVISION, INC.: Levy and Levy Files Securities Suit in California -------------------------------------------------------------------- A class action lawsuit was filed in the United States District Court for the Northern District of California on behalf of all purchasers of BroadVision, Inc. (Nasdaq: BVSN) securities during the period between January 16, 2001 and April 2, 2001, inclusive against BroadVision and certain of its officers and directors. The complaint alleges the defendants violated federal securities laws by issuing false and misleading statements. The complaint specifically alleges that by late 2000, BroadVision's stock price had declined significantly due to reduced demand for its products and slowing sales. By the time BroadVision reported its results for the 4thQ 00, defendants were aware that the Company was suffering from a combination of declining demand and increasing expenses, and knew that BroadVision's new version of its One- to-One Enterprise product (Version 6.0), due to be released in the 1stQ 01, did not meet J2EE standards. The defendants continued to make positive but false statements about BroadVision's business and future revenues when reporting the Company's 4thQ 00 results in order not to impair their ability to make future stock sales and extract future bonuses, which were tied to the Company's performance. On April 2, 2001, after the close of market, BroadVision announced its preliminary 1stQ 01 results, the revision of its previously reported 4thQ 00 results and a one-time charge in the 2ndQ 01. This disclosure shocked the market, causing BroadVision's stock to decline and inflicting hundreds of millions of dollars of damage on the Class. In addition, BroadVision's CFO sold 30,000 shares of his BroadVision stock before the bad news was revealed to the market. CONTACT: Levy and Levy, P.C. Stephen G. Levy, Esq. 245 Park Avenue, 39th Floor, New York, NY 10167 and Two Sound View Drive, Greenwich, CT 06830 866-338-3674 (toll free), 212-792-4343, or 203-622-7664 or by e-mail at LLNYCT@aol.com. CONSOLIDATED NATURAL: Dominion Reports Class Action Suit Dismissed ------------------------------------------------------------------ On April 20, 1999, Consolidated Natural Gas Company and certain of its directors were served with a purported Class Action Complaint, Civil Action No. 17114-NC, styled Gerold Garfinkel v. Raymond E. Galvin, Paul E. Lego, Margaret A. McKenna, William S. Barrack, Jr., Steven A. Minter, J. W. Connolly, George A. Davidson, Jr., Richard P. Simmons, and Consolidated Natural Gas Company. Dominion Resources, Inc., discloses in its latest filing with the Securities and Exchange Commission that this Complaint has been dismissed. On January 28, 2000, Dominion acquired CNG's shares of outstanding common stock for $6.4 billion, consisting of approximately 87 million shares valued at $3.5 billion and approximately $2.9 billion in cash. DIGIMARC CORPORATION: Milberg Weiss Files Securities Suit in New York --------------------------------------------------------------------- The law firm of Milberg Weiss Bershad Hynes & Lerach LLP filed a class action lawsuit May 14, 2001, on behalf of purchasers of the securities of Digimarc Corporation (NASDAQ: DMRC) between December 2, 1999 and December 6, 2000, inclusive. A copy of the complaint filed in this action is available from the Court, or can be viewed on Milberg Weiss' website at: http://www.milberg.com/digimarc/ The action is pending in the United States District Court, Southern District of New York, located at 500 Pearl Street, New York, NY 10007, against defendants: * Digimarc, * BancBoston Robertson Stephens, Inc., * Bruce Davis, * E.K. Ranjit and * Geoffrey Rhoads. The complaint alleges violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On or about December 2, 1999, Digimarc commenced an initial public offering of 4,000,000 of its shares of common stock at an offering price of $20 per share (the "Digimarc IPO"). In connection therewith, Digimarc filed a registration statement, which incorporated a prospectus, with the SEC. The complaint further alleges the Prospectus was materially false and misleading because it failed to disclose, among other things, that: (i) BancBoston Robertson Stephens had solicited and received excessive and undisclosed commissions from certain investors in exchange for which BancBoston Robertson Stephens allocated to those investors material portions of the restricted number of Digimarc shares issued in connection with the Digimarc IPO; and (ii) BancBoston Robertson Stephens had entered into agreements with customers whereby BancBoston Robertson Stephens agreed to allocate Digimarc shares to those customers in the Digimarc IPO in exchange for which the customers agreed to purchase additional Digimarc shares in the aftermarket at pre- determined prices. As alleged in the complaint, the SEC is investigating underwriting practices in connection with several other initial public offerings. For additional information, contact: Milberg Weiss Bershad Hynes & Lerach LLP, Steven G. Schulman or Samuel H. Rudman, 800/320-5081 digimarccase@milbergNY.com and http://www.milberg.com DOLLAR GENERAL: Abbey Gardy Files Securities Complain in M.D. Tennessee ----------------------------------------------------------------------- A securities class action lawsuit was commenced on behalf of all persons who acquired Dollar General Corporation securities between May 12, 1998 and April 27, 2001. A copy of the complaint is available from the Court or from Abbey Gardy, LLP. The case is pending in the United States District Court for the Middle District of Tennessee. The complaint names Dollar General, Cal Turner, Jr., Philip Richards and Brian Burr as defendants. The complaint alleges, among other things, that during the Class Period, defendants issued false and misleading financial statements and press releases concerning the Company's publicly reported earnings and net income to the investing public. Moreover, the Company failed to disclose material information necessary to make its prior statements not misleading. The complaint charges defendants with violations of sections 10 (b) and 20 (a) the Securities Exchange Act of 1934 and Rule 10b-5. Prior to the opening of the market on April 30, 2001, Dollar General stunned the investment community by announcing that it was delaying the filing of its annual report on Form 10-K for fiscal year 2000 in anticipation of restating its audited financial statements for fiscal years 1998 and 1999, and restating its previously released unaudited financial information for fiscal year 2000, due to accounting irregularities. In response to the Company's announcement, Dollar General's stock price sank approximately 34% to $16.50 per share, on extremely heavy volume. For more information, visit the Firm's website at http://www.abbeygardy.comor contact EILEEN SIMONE (esimone@abbeygardy.com) or JILL S. ABRAMS (jabrams@abbeygardy.com) Abbey Gardy, LLP, 212 E. 39th Street, New York, New York 10016, 800-889-3701. DOUBLECLICK, INC.: Stull Stull Files Shareholder Suit in S.D. New York ---------------------------------------------------------------------- A class action lawsuit was filed in the United States District Court for the Southern District of New York, on behalf of purchasers of DoubleClick, Inc. (NASDAQ:DCLK) common stock pursuant to or traceable to the Registration Statement and Prospectus between February 23, 1998 and May 2, 2001. The complaint asserts claims against defendants DoubleClick, Inc., Goldman Sachs & Co., Kevin J. O'Connor, Kevin P. Ryan, Dwight A. Merriman, Stephen R. Collins, David N. Strohm, Mark E. Nunnelly, W. Grant Gregory and Donald Peppers for violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933. The complaint alleges that the Registration Statement filed with the SEC on or about February 19, 1998 and the Prospectus filed on or about February 20, 1998 for the issuance and initial public offering of 3.5 million shares of DoubleClick common stock contained material misrepresentations and/or omissions. For more information, contact Tzivia Brody, Esq. at Stull, Stull & 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 & Brody, 6 East 45th Street, New York, NY 10017. DOUBLECLICK, INC.: Milberg Weiss Files Securities Suit in S.D. New York ----------------------------------------------------------------------- The law firm of Milberg Weiss Bershad Hynes & Lerach LLP announces that a class action lawsuit was filed on May 14, 2001, on behalf of purchasers of the securities of DoubleClick, Inc. (Nasdaq:DCLK) between February 20, 1998 and December 6, 2000, inclusive. A copy of the complaint filed in this action is available from the Court, or can be viewed on Milberg Weiss' website at: http://www.milberg.com/doubleclick/ The action is pending in the United States District Court for the Southern District of New York, located at 500 Pearl Street, New York, NY 10007, against defendants: * DoubleClick, * Goldman, Sachs & Co., * Merrill Lynch, Pierce, Fenner & Smith Incorporated, * Kevin J. O'Connor, * Kevin P. Ryan, * Dwight A. Merriman, and * Stephen R. Collins. The complaint alleges violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On or about February 20, 1998, DoubleClick commenced an initial public offering of 3,500,000 of its shares of common stock at an offering price of $17 per share (the "DoubleClick IPO"). In connection therewith, DoubleClick filed a registration statement, which incorporated a prospectus (the "Prospectus"), with the SEC. The complaint further alleges the Prospectus was materially false and misleading because it failed to disclose, among other things, that: (i) Goldman Sachs and Merrill Lynch had solicited and received excessive and undisclosed commissions from certain investors in exchange for which Goldman Sachs and Merrill Lynch allocated to those investors material portions of the restricted number of DoubleClick shares issued in connection with the DoubleClick IPO; and (ii) Goldman Sachs and Merrill Lynch had entered into agreements with customers whereby Goldman Sachs and Merrill Lynch agreed to allocate DoubleClick shares to those customers in the DoubleClick IPO in exchange for which the customers agreed to purchase additional DoubleClick shares in the aftermarket at pre-determined prices. As alleged in the complaint, the SEC is investigating underwriting practices in connection with several other initial public offerings. For additional information, contact Milberg Weiss Bershad Hynes & Lerach LLP, Steven G. Schulman or Samuel H. Rudman, 800/320-5081 doubleclickcase@milbergNY.com and http://www.milberg.com. FIRST AMERICAN: One Suit Versus Title Insurer Dismissed & Another Pends ----------------------------------------------------------------------- On May 19, 1999, the State of California and the controller and insurance commissioner of the State of California filed a class action suit in the state court in Sacramento. Initially, the action sought to certify as a class of defendants all title and escrow companies doing business in California from 1970 to the present, including certain of our subsidiaries. The plaintiffs allege that the defendants: -- failed to give unclaimed property to the State of California on a timely basis; -- charged California home buyers and other escrow customers fees for services that were never performed or which cost less than the amount charged; and -- devised and carried out schemes, known as earnings credits, with financial institutions to receive interest on escrow funds deposited by defendants with financial institutions in demand deposits. Since the initial filing of the suit, the California Attorney General's Office, on behalf of the State, the controller and the insurance commissioner, indicated it would not seek to certify a class of defendants, but would instead amend its suit to name an unspecified number of title underwriters and underwritten title companies. To date, the attorney general has neither amended the suit, nor to our knowledge taken steps to progress with it, including the service of process on any party. The attorney general, however, has entered into settlement discussions with various title insurance underwriters, including certain of our subsidiaries. Additionally, the attorney general indicated that it will address issues pertaining to escheat obligations through routine audits conducted by the controller's office, rather than through litigation. Subsequent to the filing of this lawsuit, the First American Title Insurance Company was named and served as a defendant in two private class actions in California courts. The allegations in those actions include some, but not all, of the allegations contained in the lawsuit discussed above. The private class actions independently seek injunctive relief, attorneys' fees, damages and penalties in unspecified amounts. One of the private class actions has been dismissed. The remaining private class action has not progressed beyond limited document production. GENERAL MOTORS: Privacy Laws Block Access to Pennsylvania Claimants ------------------------------------------------------------------- In an ironic twist, nearly 200,000 Pennsylvania owners of General Motors pickup trucks may lose the opportunity to get cash as a result of a class action settlement involving their fire-prone pickups because the state's tough privacy laws are making it difficult to mail notices to class members. Don Barrett, lead class attorney, said a mailing to 5.8 million owners of GM pickup trucks was sent out by GM on April 18. That mailing offered owners of 1973-91 GM full-size pickups with sidesaddle fuel tanks a certificate for $1,000 off the purchase price of a new GM car or truck. The fuel tank location allegedly makes these vehicles more likely to explode and burn in a side-impact collision. At the same time, the class attorneys sent out a letter from Certificate Redemption Group with an offer to buy those certificates for $100 each from GM truck owners who didn't plan to buy a new vehicle and had no use for them. To take the cash offer the two letters had to be returned by mail in one envelope, or recipients could close the deal by using the group's consumer hotline or Web site. Pennsylvania truck owners did not get the letter from class counsel with the cash offer because the state's department of motor vehicles was required to comply with tough consumer privacy laws and could not grant permission to use the data. However, truck owners in Pennsylvania who received the GM letter can still take advantage of the cash offer, says Barrett, by completing the necessary steps in the GM mailing and then by calling 800-317-4997, or by logging on to www.CertificateRebates.com . "I feel badly for the 190,000 Pennsylvanians who own these pickup trucks," said Barrett. "Pennsylvania is a pro-consumer state, but here's a situation where their tough state laws are actually working against consumers by complicating the transaction." As a result, said Barrett, the response to the $100 cash offer in Pennsylvania has been minimal while nationally, more than 800,000 truck owners have opted for the cash offer and the number continues to grow. "This automotive class action settlement was unique because it provided a way for class members to get a certificate or to sell it if they had no use for it," said James R. Dawley, chairman and CEO of Certificate Redemption Group, the company selected by class attorneys to handle the program. The idea behind the cash offer is to create a secondary market for the certificates so fleets and others could use them to buy new vehicles. In this way, money could be raised to return to class members. "By creating the secondary market, we're able to return cash to a much larger percentage of class members than GM had planned on. GM certainly isn't happy about our success and continues to fight it, but without our offer to buy these certificates, only a few consumers would get anything at all from the lawsuit after waiting nine years," said Dawley. Dawley said that if one million requests for cash are received, up to $100 million could be returned to the class, a first in class-action lawsuits. Houston-based Certificate Redemption Group LLC was formed in 1996 for the sole purpose of creating a secondary market for GM certificates in the GM pickup truck class settlement. CRG is the exclusive secondary market maker endorsed and supported by class counsel for the GM Program 01-50, GM Full-Size Pickup Settlement. GREAT LAKES: Outcome of Royalty Owner Lawsuit Remains Uncertain --------------------------------------------------------------- In February 2000, a royalty owner filed suit asking for a class action certification against Great Lakes Energy Partners L.L.C. (now part of Range Resources Corp.), alleging that gas was sold to affiliates and gas marketers at low prices, inappropriate post production expenses reduced proceeds to the royalty owners, and that the royalty owners' share of gas was improperly accounted for. The action sought a proper accounting for all gas sold, an amount equal to the difference in prices paid and the highest obtainable prices, punitive damages and attorneys' fees. "While the outcome is uncertain, Great Lakes believes the suit will be resolved without material adverse effect on its financial position or result of operations," the Company relates in a recent regulatory filing with the Securities and Exchange Commission. JDN REALTY: CEO Says Company Will Support Sensible Mediation Resolution ----------------------------------------------------------------------- JDN Realty Corporation (NYSE: JDN) announced its financial results for the quarter ended March 31, 2001. For the first quarter, the Company posted net income attributable to common shareholders of $13.1 million, or $0.40 per share on a diluted basis, roughly on par with results from a year ago. Commenting on the quarterly results, Craig Macnab, CEO of JDN Realty Corporation, stated, "The future growth of JDN is dependent upon our ability to deliver profitable shopping centers that achieve the Company's objectives for returns on capital commitments. We have reorganized JDN Development Company, augmenting its controls and procedures in an effort to better control costs and maximize returns on all of our projects. In addition, we have tightened the underwriting standards our investment committee utilizes to approve new development projects. From a financial perspective, these standards in most instances include a pro forma cash-on- cash return of at least 10.5% leading to mid-teen internal rates of returns. Additional criteria the investment committee may evaluate before approving a project are the Company's cost of capital, the current and projected future economic environment, demographic analysis, and the project's investment horizon -- whether the Company is looking at the project for long-term or short-term ownership. We are currently reviewing several opportunities, and we expect to selectively add new projects to the pipeline in addition to the project we added this quarter." Macnab continued, "As a result of these improved standards, we expect to have an announced development pipeline going forward that reduces our current pipeline in terms of number of projects and dollar volume of activity, but we anticipate that it will be more profitable." "During the quarter, we were pleased with the progress we made on a number of issues. Notably, with the assistance of Fleet National Bank as well as a number of other quality financial institutions, we were successful in closing a $300 million secured credit facility consisting of a $150 million term loan and a $150 million line of credit. The terms of this facility, particularly the reduction in cost that may be achieved as the Company's credit quality improves, better reflects the financial condition of JDN," stated Macnab. Macnab added, "In addition, during the quarter, we acquired 100% of the ownership interests in JDN Development Company, Inc. Because we now control JDN Development's operations and consolidate it for financial reporting purposes, we believe the financial statements better reflect the financial results of JDN." In a footnote to the upbeat quarterly earnings-related news, Macnab stated, "We continue to be involved in non-binding mediation with the class action plaintiffs. We feel encouraged with the process, but we will only settle on a basis that makes sense to our shareholders. Accordingly, there can be no assurances that a settlement will be achieved through this process." LUFKIN INDUSTRIES: Continues to Decry Merit of Race Discrimination Suit ----------------------------------------------------------------------- A class action complaint was filed in the United States District Court for the Eastern District of Texas on March 7, 1997 by a LUFKIN INDUSTRIES, INC., employee and a former employee which alleged race discrimination in employment. Certification hearings were conducted in Beaumont, Texas in February of 1998 and in Lufkin, Texas in August of 1998. The District Court in April of 1999 issued a decision that certified a class for this case which includes all persons of a certain minority employed by the Company from March 6, 1994 to the present. The Company appealed this class certification decision by the District Court to the 5th Circuit United States Courts of Appeals in New Orleans, Louisiana. This appeal was denied on June 23, 1999. The Company is defending this action vigorously. Furthermore, the Company believes the facts and the law in this action support its position and is confident it will prevail if this case is tried on the merits. METALDYNE CORP.: Awaiting Approval of Settlement from Del. Chancery Ct. ----------------------------------------------------------------------- Five purported stockholder class action lawsuits have been filed against us, each of our directors and Masco Corporation, in the Delaware Court of Chancery on behalf of our unaffiliated stockholders, in connection with the recapitalization. The lawsuits, although not identical, allege, among other things, that (1) the directors breached their fiduciary duties to our stockholders through an unfair process of negotiating the recapitalization agreement and unfair and inadequate consideration and (2) Heartland and the continuing stockholders unfairly possessed nonpublic information when negotiating the recapitalization agreement. The lawsuits further allege that these actions by us prevented or could prevent our stockholders from realizing the full and fair value of their stock. On November 3, 2000, the parties to these lawsuits entered into a Memorandum of Understanding concerning the terms of a proposed settlement of these lawsuits. In connection with a proposed settlement, (a) we and Riverside Company L.L.C. agreed to amend the recapitalization agreement to provide, among other things, for a possible increase in the amount payable to our stockholders from the proceeds of the disposition of Saturn stock, (b) the special committee of the Board of Directors agreed that, as the members of the adjustment committee (charged with the responsibility to dispose of the Saturn stock) after the recapitalization merger, they will continue to have fiduciary duties, as directors of the Delaware corporation, to our stockholders entitled to receive any proceeds of the sale of the Saturn stock, (c) the special committee agreed that the plaintiffs' counsel will from time to time receive reports from the advisors to the adjustment committee regarding such sale, and (d) Metaldyne provided plaintiffs' counsel with an opportunity to review and comment upon the disclosure provided to Metaldyne stockholders in the proxy statement that was mailed to our stockholders on or about October 26, 2000. The proposed settlement is subject to approval by the Delaware Court of Chancery. NCI BUILDING: Henzel Firm Files Securities Complaint in Houston --------------------------------------------------------------- A securities class action lawsuit was commenced in the United States District Court for the Southern District of Texas, Houston Division, by The Law Offices of Marc S. Henzel on behalf all persons who acquired NCI Building Systems, Inc. (NYSE: NCS) securities between February 23, 2000 and April 12, 2001. The complaint charges defendants with violations of sections 10(b) and 20(a) the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The complaint alleges that during the Class Period, defendants issued to the investing public false and misleading financial statements and press releases concerning the Company's publicly reported earnings, net income, and liabilities. Moreover, the Company failed to disclose material information necessary to make its prior statements not misleading. On April 12, 2001, after the market had closed for the day, NCI shocked the investing community by announcing the Company was restating its previously reported financial results for fiscal year ended October 31, 2000 and the first quarter of fiscal year 2001, ended January 31, 2001, due to accounting errors and improper accounting entries that understated certain liabilities related to the Company's inventories. In addition, NCI stated it might have to restate its financial statements for the third and fourth quarters of fiscal 1999. These disclosures contradicted much of the information provided by defendants to the market during the Class Period concerning its financial results and caused the Company's common stock on April 16, 2001, the first trading day after the announcement, to plummet approximately 31% on extremely heavy volume. Also during the Class Period, when the price of NCI was artificially inflated due to defendants' false and misleading financial statements, defendants Albert R. Ginn, Johnie Schulte, Jr., Robert J. Medlock, Kenneth W. Maddox, and Donnie Humphries, collectively sold over 381,000 shares of NCI stock, reaping proceeds of more than $8 million. For additional information, contact Marc S. Henzel, Esq. of The Law Offices of Marc S. Henzel, 210 West Washington Square, Third Floor Philadelphia, PA 19106, by telephone at (888) 643-6735 or (215) 625- 9999, by facsimile at (215) 440-9475, by e-mail at Mhenzel182@aol.com or visit the firm's website at http://members.aol.com/mhenzel182 NETWORK COMMERCE: Wechsler Harwod Files Securities Complaint in Seattle ----------------------------------------------------------------------- Wechsler Harwood Halebian & Feffer LLP commenced a class action lawsuit in the United States District Court for the Western District of Washington at Seattle on behalf of all investors who purchased the common stock of Network Commerce Inc. (Nasdaq: NWKC) between September 28, 1999 and April 16, 2001, inclusive. The complaint charges that Network Commerce and its Chairman and CEO Dwayne M. Walker violated Sections 11, 12(2), and 15 of the Securities Act of 1933, and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. It is alleged that during the Class Period, defendants disseminated to the investing public false and misleading registration statements and prospectuses related to Network Commerce's Initial and Secondary Public Offerings, as well as its merger with Ubarter.com. Defendants distributed to the investing public false and misleading financial statements and press releases concerning the Company's growth of revenue, earnings, and ability to achieve profitability. In addition, each document, as well as quarterly and annual financial reports filed with the Securities and Exchange Commission, failed to disclose, among other things, the terms upon which Walker executed several promissory notes with the Company that led to a $4.5 million loss to the Company. Once the truth was revealed, the Company's stock plummeted. For additional information, contact: Ramon Pinon IV Shareholder Relations Department Wechsler Harwood Halebian & Feffer LLP 488 Madison Avenue 8th Floor New York, New York 10022 Fax: (212) 753-3630 E-mail: nwkc@whhf.com RANGE RESOURCES: Unfair Merger Terms Suit Dismissed without Prejudice --------------------------------------------------------------------- In 1998, a stockholder of Domain Energy Corporation filed an action against Range Resources Corp., alleging the terms of the Merger (Range's acquisition of Domain) were unfair. Range was alleged to have aided and abetted certain breaches of fiduciary duty by the other defendants. On March 14, 2001, Range discloses in a regulatory filing, the suit was dismissed without prejudice. TOBACCO LITIGATION: Free Copy of the Engle Stipulation is Available ------------------------------------------------------------------- On May 7, 2001, Engle defendants Philip Morris Incorporated, Lorillard Tobacco Co., Lorillard, Inc., Brooke Group Holding Inc. and Liggett Group, Inc., obtained trial court approval of a Stipulation and Agreed Order Regarding Stay of Execution Pending Review and Related Matters with the Engle plaintiffs and the plaintiff class in the Engle smoking and health class action in Florida. The Stipulation provides that execution or enforcement of the punitive damages component of the judgment in the Engle class action will remain stayed against the Participating Defendants through the completion of all judicial review. A free full-text copy of the Stipulation is available at: http://ResearchArchives.com/files/2001/03/litigation/R/RJRey1038.txt Philip Morris notes in a regulatory filing with the SEC that as a result of the Stipulation and in addition to the $100 million bond it has already posted, Philip Morris USA will put $1.2 billion into an interest bearing escrow account. Should Philip Morris USA prevail in its appeal of the case, both amounts would return to Philip Morris USA. Philip Morris USA will also place an additional $500 million into a separate interest bearing escrow account. If Philip Morris USA prevails in its appeal, this amount would be paid to the court and the court will determine how to allocate or distribute it consistent with the Florida Rules of Civil Procedure. ********* S U B S C R I P T I O N I N F O R M A T I O N Class Action Reporter is a daily newsletter, co-published by Bankruptcy Creditors' Service, Inc., Trenton, New Jersey, and Beard Group, Inc., Washington, D.C. Larri-Nil G. Veloso and Lyndsey Resnick, Editors. Copyright 2001. All rights reserved. ISSN 1525-2272. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The CAR subscription rate is $575 for six months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 301/951-6400. * * * End of Transmission * * *