CAR_Public/040608.mbx             C L A S S   A C T I O N   R E P O R T E R

             Tuesday, June 8, 2004, Vol. 6, No. 112

                          Headlines

AEGIS COMMUNICATIONS: Shareholders Lodge TX Investor Fraud Suit
AFC ENTERPRISES: Plaintiffs Launch Consolidated Suit in N.D. GA
AFC ENTERPRISES: Seeks Dismissal of Shareholder Derivative Suit
AFC ENTERPRISES: GA Court Stays Shareholder Derivative Lawsuit
AFC ENTERPRISES: Appeals Remand of Stock Suit To GA State Court

ALLOY INC.: Working on Settlement of NY Securities Fraud Lawsuit
ALLOY INC.: Plaintiffs File Consolidated Securities Suit in NY
APPLIED DIGITAL: FL Court Yet To Rule on Fairness of Suit Pact
ASCENDANT SOLUTIONS: Trial in TX Stock Suit Set for January 2005
CIENA CORPORATION: Draft Settlement Sent To NY Court For Review

CIENA CORPORATION: CA Court Dismisses With Prejudice Stock Suit
COMPUCOM SYSTEMS: Shareholder Files Suit V. Platinum Equity Sale
COMPUTERIZED THERMAL: OR Court Yet To Rule on Dismissal Appeal
COSMETICS ANTITRUST: Plaintiffs Reach Settlement in CA Lawsuit
FTD INC.: Continues To Pay on DE Securities Suit Settlement

GLS CAPITAL: Lawsuit Issues Remanded To Trial Court Put on Hold
GREAT ATLANTIC: NY Court Approves $3.1M Overtime Suit Settlement
GREAT ATLANTIC: Trial in Canadian Franchisees Suit Set Oct. 2004
GREAT ATLANTIC: Third Circuit Fully Briefs Suit Dismissal Appeal
HINO MOTORS: Recalls 810 Trucks Due To Steering Control Defect

INTERNATIONAL TRUCK: Recalls 1,687 Trucks For Seat Belt Defect
JACKS MARKETS: Recalls Raw Almonds For Salmonella Contamination
MTD CONSUMER: Recalls 7,854 Quick Ramps Due To Accident Hazard
OPUS360 CORPORATION: NY Court Grants Final Approval to Suit Pact
ORTHODONTIC CENTERS: LA Court Dismisses Securities Fraud Lawsuit

PACCAR INC.: Recalls 2,586 Kenworth Trucks Due To Injury Hazard
REGENCY AFFILIATES: Shareholder Launch Derivative Lawsuit in DE
SAMSUNG ELECTRONICS: Recalls Microwave Ovens Due to Fire Hazard
SOUTH KOREA: Stock Suits Allowed On 2004 Financial Statements
SPEAR & JACKSON: Shareholders Lodge Fraud Suits in S.D. Florida

SPORT-HALEY INC.: CO Court Grants Final Approval To Lawsuit Pact
SPORTCRAFT LTD.: Recalls 320 Tredex Treadmills For Injury Hazard
SPROUTERS NORTHWEST: Recalls Alfalfa Sprouts For Salmonella Risk
VERDISYS INC.: Shareholders Launch Stock Fraud Suits in S.D. TX
WASHINGTON: Reaches Settlement in For Prison Employees Lawsuit


                   New Securities Fraud Cases

ALLOS THERAPEUTICS: Federman & Sherwood Files CO Stock Lawsuit
ALLOS THERAPEUTICS: Berger & Montague Files CO Securities Suit
BUSINESS OBJECTS: Lerach Coughlin Lodges Securities Suit in CA
LANCER CORPORATION: Federman & Sherwood Lodges Stock Suit in TX
LIQUIDMETAL TECHNOLOGIES: Stull Stull Lodges Stock Lawsuit in FL

SALTON INC.: Schiffrin & Barroway Lodges Securities Suit in IL
SMITH BARNEY: Milberg Weiss Files Amended Stock Suit in S.D. NY
SPSS INC.: Lasky & Rifkind Lodges Securities Lawsuit in N.D. IL
TRUST CERTIFICATES: Abbey Gardy Lodges Securities Suit in NY
UICI: Lasky & Rifkind Commences Securities Fraud Suit in N.D. TX


                          *********


AEGIS COMMUNICATIONS: Shareholders Lodge TX Investor Fraud Suit
---------------------------------------------------------------
Aegis Communications Group, Inc. and the members of its board of
directors face two class actions filed in the District Court of
Dallas County, Texas by two Company public stockholders, John
Beggi and Steven Stremke.

The complaints allege, among other things, that the then-
proposed acquisition of the Company by AllServe Systems PLC was
unfair to the public stockholders of the Company and that the
defendants breached their fiduciary duties to the Company's
public stockholders in connection with the then-proposed
acquisition.  The plaintiffs are seeking a class action in each
complaint and are seeking to enjoin the transaction with
AllServe.


AFC ENTERPRISES: Plaintiffs Launch Consolidated Suit in N.D. GA
---------------------------------------------------------------
Plaintiffs filed a consolidated securities class action against
AFC Enterprises, Inc. and several of its current and former
directors and offices in the United States District Court for
the Northern District of Georgia.

The suit was filed on behalf of a putative class of persons who
purchased or otherwise acquired AFC stock between March 2, 2001
and March 24, 2003.  In the Consolidated Complaint, plaintiffs
allege that the registration statement filed in connection with
the Company's March 2001 initial public offering (IPO) contained
false and misleading statements in violation of Sections 11 and
15 of the Securities Act of 1933.

The defendants to the 1933 Act claims include the Company,
certain of its current and former directors and officers, an
institutional shareholder of AFC, and the underwriters of its
IPO.  Plaintiffs also allege violations of Sections 10(b) and
20(a) of the Securities Exchange Act of 1934 and Rule 10b-5
promulgated thereunder.

The plaintiffs' 1934 Act allegations are pled against AFC,
certain current and former directors and officers of AFC, and
two institutional shareholders.  The plaintiffs also allege
violations of Section 20A of the 1934 Act against certain
current and former directors and officers and two institutional
shareholders based upon certain alleged stock sales.  The
Consolidated Complaint seeks certification as a class action,
compensatory damages, pre-judgment and post-judgment interest,
attorneys' fees and costs, an accounting of the proceeds of
certain defendants' alleged stock sales, disgorgement of bonuses
and trading profits by AFC's CEO and former CFO, injunctive
relief, including the imposition of a constructive trust on
certain defendants' alleged trading proceeds and other relief.


AFC ENTERPRISES: Seeks Dismissal of Shareholder Derivative Suit
---------------------------------------------------------------
AFC Enterprises asked the United States District Court for the
Northern District of Georgia to dismiss a shareholder derivative
suit filed on its behalf against certain current and former
members of its board of directors and three of its largest
shareholders.

The consolidated complaint alleges, among other things, that the
director defendants breached their fiduciary duties by
permitting AFC to issue financial statements that were
materially in error.  The lawsuit seeks, on behalf of AFC,
unspecified compensatory damages, disgorgement or forfeiture of
certain bonuses and options earned by certain defendants,
disgorgement of profits earned through alleged stock sales by
certain defendants, recovery of attorneys' fees and costs,
and other relief.


AFC ENTERPRISES: GA Court Stays Shareholder Derivative Lawsuit
--------------------------------------------------------------
The shareholder derivative suit filed on behalf of AFC
Enterprises, Inc. in the Gwinnett County Superior Court, State
of Georgia against certain current and former members of its
board of directors has been stayed until October 11, 2004.

The complaint alleges that the defendants breached their
fiduciary duties by permitting AFC to issue financial statements
that were materially in error and by failing to maintain
adequate internal accounting controls.  The lawsuit seeks, on
behalf of AFC, unspecified compensatory damages, attorneys'
fees, and other relief.

On January 20, 2004, the defendants moved to dismiss or,
alternatively, to stay the case.  On May 17, 2004, the court
entered an order staying the proceedings unless the stay is
lifted earlier by any of the parties or by the court.


AFC ENTERPRISES: Appeals Remand of Stock Suit To GA State Court
---------------------------------------------------------------
AFC Enterprises, Inc. appealed the remand of the securities
class action filed against it and certain of the current and
former members of its board of directors to the Fulton County
Superior Court, State of Georgia.

The suit was filed on behalf of a class of purchasers of the
Company's common stock "in or traceable to" the Company's s
December 2001 $185.0million public offering of common stock.
The lawsuit asserts claims under Sections 11 and 15 of the 1933
Act.

The complaint alleges that the registration statement filed in
connection with the offering was false or misleading because it
included financial statements issued by the Company that were
materially in error.  The complaint seeks certification as a
class action, compensatory damages, attorneys' fees and costs,
and other relief.

The plaintiff claims that as a result of the Company's
announcement that it was restating its financial statements for
fiscal year 2001 (and at the time of the complaint, was
examining restating its financial statements for fiscal year
2000), AFC will be absolutely liable under the 1933 Act for all
recoverable damages sustained by the putative class.

On July 20, 2003, the defendants removed the action to the
United States District Court for the Northern District of
Georgia.  The plaintiff filed a motion to remand the case to
state court.  The defendants opposed the motion to remand.  On
November 25, 2003, the federal district court entered an order
remanding the case to state court but staying the order to allow
the defendants to seek interlocutory appellate review of the
decision.  The United States Court of Appeals for the Eleventh
Circuit agreed to hear the defendants' appeal.


ALLOY INC.: Working on Settlement of NY Securities Fraud Lawsuit
----------------------------------------------------------------
Alloy, Inc. continues to work on the settlement of the
consolidated securities class action filed in the United States
District Court for the Southern District of New York against it
and:

     (1) James K. Johnson, Jr.,

     (2) Matthew C. Diamond,

     (3) BancBoston Robertson Stephens,

     (4) Volpe Brown Whelan and Company,

     (5) Dain Rauscher Wessel and

     (6) Ladenburg Thalmann Co., Inc.

The complaint purportedly was filed on behalf of persons
purchasing the Company's common stock between May 14, 1999 and
December 6, 2000 and 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 April 19, 2002, plaintiff filed an amended complaint against
the Company, the individual defendants and the underwriters of
the Company's initial public offering.  The amended complaint
asserts violations of Section 10(b) of the 1934 Act and mirrors
allegations asserted against scores of other issuers sued by
plaintiffs' counsel.

Pursuant to an omnibus agreement negotiated with representatives
of the plaintiffs' counsel, Mr. Diamond and Mr. Johnson have
been dismissed from the litigation without prejudice.  In
accordance with the Court's case management instructions, the
Company joined in a global motion to dismiss the amended
complaints, which was filed by the issuers' liaison counsel.

By opinion and order dated February 19, 2003, the Court denied
in part and granted in part the global motion to dismiss.  With
respect to the Company, the Court dismissed the Section 10(b)
claim and let the plaintiffs proceed on the Section 11 claim.
Accordingly, the remaining claim against the Company will focus
solely on whether the registration statement filed in connection
with the Company's initial public offering contained an untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statement
therein not misleading.  Although the Company has not retained a
damages expert at this time, the dismissal of the Section 10(b)
claim likely will reduce the potential damages that plaintiffs
can claim.

The Company and the individual defendants have retained Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, PC in connection with
this matter.  The Company participated in the Court-ordered
mediation with the other issuer defendants, the issuers'
insurers and plaintiffs to explore whether a global resolution
of the claims against the issuers could be reached.

To this end, a memorandum of understanding setting forth the
proposed terms of a settlement was signed by counsel to several
issuers, including the Company's counsel, which is not binding
upon the Company.  In a press release dated June 26, 2003,
plaintiffs' counsel announced that the memorandum of
understanding had been signed, and that the process of obtaining
the approval of all parties to the settlement was underway.  The
Company is participating in that process.  Any definitive
settlement, however, will require final approval by the Court
after notice to all class members and a fairness hearing.


ALLOY INC.: Plaintiffs File Consolidated Securities Suit in NY
--------------------------------------------------------------
Plaintiffs filed a consolidated securities class action in the
United States District Court for the Southern District of New
York against Alloy, Inc. and:

     (1) James K. Johnson, Jr.,

     (2) Matthew C. Diamond and

     (3) Samuel A. Gradess

The complaint purportedly is filed on behalf of persons who
purchased the Company common stock between August 1, 2002 and
January 23, 2003, and, among other things, alleges violations of
Section 10(b) and Section 20(a) of the 1934 Act and Rule 10b-5
promulgated thereunder stemming from a series of allegedly false
and misleading statements made by the Company to the market
between August 1, 2002 and January 23, 2003.

Relying in part on information allegedly obtained from former
employees, the Consolidated Complaint alleges, among other
things, misrepresentations of our business and financial
condition and the results of operations during the period from
March 16, 2001 through January 23, 2003, which artificially
inflated the price of the Company's stock, including without
limitation, improper acceleration of revenue, misrepresentation
of expense treatment, failure to properly account for and
disclose consignment transactions, and improper deferral of
expense recognition. The Consolidated Complaint further alleges
that during the class period the individual defendants and the
Company sold stock and completed acquisitions using Company
stock.

The company and the individual defendants filed a joint answer
to the Consolidated Complaint on September 26, 2003.  The
individual defendants have retained the law firm of Cahill,
Gordon Reindel in connection with this matter. The Company has
retained the law firm of Katten Muchin Zavis Rosenman in
connection with this matter.


APPLIED DIGITAL: FL Court Yet To Rule on Fairness of Suit Pact
--------------------------------------------------------------
The United States District Court for the Southern District of
Florida has yet to decide on whether to approve the settlement
for the securities class action filed against Applied Digital
Solutions, Inc. and one of its directors.

The suit, styled "In re Applied Digital Solutions Litigation,"
was filed on behalf of all persons who purchased the Company's
common stock from February 11, 2000 through May 10, 2002,
inclusive.

According to an earlier Class Action Reporter story (March 12,
2003), the primary allegations in the recently filed amended
consolidated suit include claims that:

     (1) the Company recklessly engaged in a strategy of
         acquiring subsidiaries without regard to any strategic
         worth;

     (2) the Company lacked the necessary accounting controls
         over its subsidiaries;

     (3) the Company manipulated its stock price through the
         issuance of press releases; and

     (4) the Company's statements about its Intellesale, Inc.
         and VeriChip Corporation subsidiaries were false and
         misleading.

The settlement involved no admission of liability and will be
entirely covered by proceeds from insurance.  The settlement is
subject to various conditions, including court approvals and
approval of a special litigation committee of the Company's
board of directors.  The settlement of $5.6 million will be
entirely covered by proceeds from insurance, and is subject to
approval by the District Court.  In December 2003, the District
Court issued a preliminary approval of the class action
settlement and directed that Class Members be given notice of
the Settlement.


ASCENDANT SOLUTIONS: Trial in TX Stock Suit Set for January 2005
----------------------------------------------------------------
Trial in the consolidated securities class action filed against
Ascendant Solutions, Inc., certain of its directors and a
limited partnership of which a director is a partner is set for
January 24,2004 in the United States District Court for the
Northern District of Texas.

The consolidated suit asserts causes of action under Sections
10(b) and 20(a) of the Securities Exchange Act of 1934, as
amended, for an unspecified amount of damages on behalf of a
putative class of individuals who purchased the Company's common
stock between various periods ranging from November 11, 1999 to
January 24, 2000.  The lawsuits claim that the Company and the
individual defendants made misstatements and omissions
concerning its products and customers.

The Company filed a motion to dismiss the suit on September 9,
2002.  On July 22, 2003, the Court granted in part and denied in
part defendants' motion to dismiss.  On September 2, 2003,
defendants filed an answer to the suit.  Plaintiffs have
commenced discovery.


CIENA CORPORATION: Draft Settlement Sent To NY Court For Review
---------------------------------------------------------------
Draft settlement documents for the consolidated securities class
action filed against CIENA Corporation were circulated for final
review by the United States District Court for the Southern
District of New York.

As a result of the merger with ONI Systems Corporation, the
Company became a defendant in the consolidated securities class
action, alleging violations of the federal securities laws.  The
suit also names as defendants:

     (1) ONI,

     (2) Hugh C. Martin, ONI's former chairman, president and
         chief executive officer;

     (3) Chris A. Davis, ONI's former executive vice president,
         chief financial officer and administrative officer; and

     (4) certain underwriters of ONI's initial public offering

The amended complaint alleges, among other things, that the
underwriter defendants violated the securities laws by failing
to disclose alleged compensation arrangements (such as
undisclosed commissions or stock stabilization practices) in the
initial public offering's registration statement and by engaging
in manipulative practices to artificially inflate the price of
ONI's common stock after the initial public offering.

The amended complaint also alleges that ONI and the named former
officers violated the securities laws on the basis of an alleged
failure to disclose the underwriters' alleged compensation
arrangements and manipulative practices.  No specific amount of
damages has been claimed.

Similar complaints have been filed against more than 300 other
issuers that have had initial public offerings since 1998, and
all of these actions have been included in a single coordinated
proceeding.  Mr. Martin and Ms. Davis have been dismissed from
the action without prejudice pursuant to a tolling agreement.

In July 2002, ONI and other issuers in the consolidated cases
filed motions to dismiss the amended complaint for failure to
state a claim, which was denied as to ONI on February 19, 2003.
CIENA has participated, together with the other issuer
defendants in these cases, in mediated settlement negotiations
that have led to a preliminary agreement among the plaintiffs,
the issuer defendants and their insurers.  The settlement, which
is subject to court approval, would result in the dismissal of
the plaintiffs' cases against the issuers.  The Company has
agreed in principle to the terms of this settlement.


CIENA CORPORATION: CA Court Dismisses With Prejudice Stock Suit
---------------------------------------------------------------
The Superior Court for the State of California dismissed without
prejudice the consolidated securities class action filed against
CIENA Corporation as a result of its merger with ONI Systems
Corporation.

Two substantially identical purported class actions were
initially filed on behalf of ONI security holders originally
brought against ONI and members of its board of directors.  The
complaints allege that the director defendants breached their
fiduciary duties to ONI in approving the merger with CIENA and
seek declaratory, injunctive and other relief permitted by
equity.  The plaintiffs failed to obtain an injunction against
completion of the merger.

The first of these cases was filed on February 20, 2002, in the
Superior Court of the State of California, County of San Mateo,
and is captioned "K.W. Sams, On Behalf of Himself and All Others
Similarly Situated v. ONI Systems Corporation, et al."  The
second case was brought on March 19, 2002, in the Superior Court
of the State of California, County of Santa Clara, and is
captioned "Steven Myeary, On Behalf of Himself and All Others
Similarly Situated v. ONI Systems Corporation."  On April 14,
2003, the plaintiffs in these cases filed a consolidated amended
complaint and named four additional defendants:

     (1) CIENA Corporation,

     (2) James F. Jordan,

     (3) Kleiner Perkins Caufield & Byers and

     (4) Mohr Davidow Ventures.

CIENA and the other defendants subsequently filed a demurrer and
served a motion for sanctions on plaintiffs based on factual
inaccuracies in the consolidated amended complaint.  In
response, the plaintiffs filed a corrected consolidated amended
complaint, the demurrer to which was sustained by the court in
April 2004 with leave to amend.


COMPUCOM SYSTEMS: Shareholder Files Suit V. Platinum Equity Sale
----------------------------------------------------------------
CompuCom Systems, Inc. faces a class action filed in Delaware's
Chancery Court by Boris Feldman, a shareholder, seeking to block
the proposed sale of the Dallas software services company to
Platinum Equity LLC, Dow Jones Newswires reports.

The suit was filed in response to an announcement by Safeguard
Scientifics Inc. (SFE) that it was in favor of the $128 million
deal to sell Compucom to Platinum Equity.  The suit also alleges
that Safeguard abandoned duties to public shareholders in
negotiating the cash payment for its preferred stock interests.
The deal can't go through without a majority vote of both common
and preferred shareholders voting as a single class, the
shareholder suit says.  The suit further alleges that with
shares closing a $4.84 a share on Thursday, the $4.60 a share
buyout offer will force common shareholders to take a loss on
the stock.


COMPUTERIZED THERMAL: OR Court Yet To Rule on Dismissal Appeal
--------------------------------------------------------------
The United States District Court in Oregon has yet to decide on
the appeal of the dismissal of the consolidated securities class
action filed against Computerized Thermal Imaging, Inc.

The suit alleges in substance that the Company violated Section
10(b) of the Securities Exchange Act of 1934, as amended, and
accompanying regulations by misleading shareholders regarding
such things as FDA approval and other matters, which the
plaintiffs allege caused significant damage to the holders of
the Company's common stock at the time of these alleged
misrepresentations and omissions.

On April 17, 2003, the consolidated litigation was dismissed
without prejudice by the United States District Court. In a
written opinion, the U.S. District Court Judge concluded that
the alleged misstatements were either not material, not
misleading, or not pled by plaintiffs with sufficient
particularity to constitute a claim.  The Court gave the
plaintiffs until May 8, 2003 to replead three of the nine
claims.  Plaintiffs did not replead, so the judge dismissed the
case with prejudice on May 13, 2003.  On May 22, 2003, the
plaintiffs filed for appeal, and on September 3, 2003 the
plaintiffs filed their memorandum in support of their appeal.
On October 20, 2003, the Company filed its response in support
of the District Court's opinion.  The Company does not expect to
receive a decision from the appellate court for at least one
year.



COSMETICS ANTITRUST: Plaintiffs Reach Settlement in CA Lawsuit
--------------------------------------------------------------
Customers who filed a class action lawsuit six years ago against
cosmetics manufacturers and department stores can claim up to
$175 million in free cosmetics as part of a settlement awaiting
approval from a federal judge, the Knight-Ridder/Tribune
Business News reports.

The lawsuit, which was originally filed in 1998 by nine women in
California county courts, alleged that the department stores
fixed cosmetic prices. In 2000 the lawsuits were combined under
one judge and amended to include cosmetic manufacturers as part
of the conspiracy.  The manufacturers were accused of setting a
standard retail price for cosmetics products in their contracts
with department stores, prohibiting sales and other price
deviations.  In return, the cosmetic companies promised the
department stores a 40 percent margin on the products, paid the
salaries of the salespeople and supplied all in-store displays.
The suit was filed on behalf of all U.S. customers.

The settlement was reached a month later and a fairness hearing
has been scheduled for July 13, 2004.  Department stores named
in the suit included:

     (1) Lazarus-Macy's;

     (2) Parisian;

     (3) Dillard's Inc.;

     (4) Gottschalks Inc.;

     (5) the May Department Stores;

     (6) the Neiman Marcus Group;

     (7) Nordstrom Inc.; and

     (8) Target Corporation

Also named as defendant in the suit were 100 cosmetic brands
including Chanel, Clarins, Christian Dior Perfumes, Parfums
Givenchy, L'Oreal, Estee Lauder, Clinique, M.A.C., Bobby Brown,
Elizabeth Arden and Lancome.

Under the terms of the settlement, any U.S. resident who
purchased cosmetics from one of the manufacturers would be
eligible for a free cosmetics or fragrance product with a retail
value of $18 to $25.

For more information, contact Cosmetics Settlement by Phone:
(877) 604-5776 or visit their Web Site:
www.cosmeticssettlement.com


FTD INC.: Continues To Pay on DE Securities Suit Settlement
-----------------------------------------------------------
FTD, Inc. is paying its share of the consolidated securities
class action settlement filed in the Court of Chancery for New
Castle County in Wilmington, Delaware against it and:

     (1) Florists' Transworld Delivery,

     (2) FTD.COM and

     (3) the directors of the Company and FTD.COM

Five suits were initially filed on behalf of all former public
stockholders of FTD.COM:

     (i) Frances Howland v. FTD.COM et al., Civil Action No.
         19458 NC;

    (ii) Johnathon Anderson v. Richard Perry et al., Civil
         Action No. 19459 NC;

   (iii) Stephen Gluck v. Richard C. Perry, Civil Action No.
         19461 NC;

    (iv) Geoff Mott v. IOS Brands Corp., Civil Action No. 19468
         NC; and

     (v) Highwood Partners, L.P. v. IOS Brands Corp., Civil
         Action No. 19556 NC

These lawsuits were filed beginning on March 5, 2002, after the
press release announcing the 2002 merger with FTD.COM was
issued.  Shortly thereafter, the lawsuits were consolidated by
the Court into a single lawsuit: "Highwood Partners, L.P. v. IOS
Brands, Civil Action No. 19556 NC."  Subsequently, the case was
renamed: "In RE FTD.COM Inc. Shareholders Litigation."

Following the consolidation of the cases, plaintiffs voluntarily
dismissed one of the five combined cases with prejudice.  The
complaints generally make essentially the same allegations,
namely that:

     (a) the offer by the Company to exchange 0.26 shares of
         Class A Common Stock for each share of FTD.COM common
         stock is inadequate,

     (b) the individual defendants breached the fiduciary duties
         they owed in their capacity as directors by, among
         other things, failing to conduct an auction or
         otherwise check the market value of FTD.COM before
         voting to accept the merger proposal,

     (c) the Company and its board of directors prevented the
         FTD.COM board of directors from conducting a meaningful
         review of the transaction, and

     (d) the Company, FTD.COM and certain individual defendants
         timed the 2002 merger with FTD.COM to deny public
         stockholders the full potential increase in FTD.COM's
         stock price following the 2002 merger with FTD.COM.

The Company, on behalf of all defendants, reached an agreement
to settle the consolidated shareholder class action.  A
Stipulation and Agreement of Compromise, Settlement and Release
relating to this matter has been executed.

The terms of the Stipulation and Settlement Agreement include no
finding of wrongdoing on the part of any of the defendants,
or any other finding that the claims alleged had merit.  The
Stipulation and Settlement Agreement was approved by the Court
on November 13, 2003.  The Company and the other defendants have
denied, and continue to deny, that they have committed any
violation of federal securities or other laws.

Pursuant to the Stipulation and Settlement Agreement, the
Company has agreed to issue shares of Class A Common Stock
valued at $10.7 million in full and final settlement of the
case.  In connection with the settlement, the Company recorded
an $11.0 million charge in the fourth quarter of fiscal year
2003 with respect to the settlement and costs related to issuing
and distributing the settlement shares.  In November 2003,
pursuant to the court approved Stipulation and Settlement
Agreement, the Company, on behalf of all defendants, distributed
139,493 shares of Class A Common Stock valued at $3.4 million as
payment for a portion of the $10.7 million settlement liability.
Pursuant to the terms of the Stipulation and Settlement
Agreement, the Company is obligated to pay the remaining $7.3
million in cash, which payment is scheduled to be due
later in 2004.  Pursuant to the terms of the 2004 Credit
Agreement, the Company placed $7.3 million into an escrow
account at the consummation of the 2004 Merger to fund this
obligation.


GLS CAPITAL: Lawsuit Issues Remanded To Trial Court Put on Hold
---------------------------------------------------------------
The issues in the class action filed against GLS Capital, Inc.
that were remanded to the Commonwealth Court in Pennsylvania are
currently on hold.

The company and the County of Allegheny, Pennsylvania were named
as defendants in the class action filed by two local businesses
on behalf of delinquent taxpayers in Allegheny County whose
delinquent tax liens had been assigned to the Company.

Plaintiffs challenged the right of Allegheny County and the
Company to collect certain interest, costs and expenses related
to delinquent property tax receivables in Allegheny County, and
whether the County had the right to assign the delinquent
property tax receivables to the Company and therefore employ
procedures for collection enjoyed by Allegheny County under
state statute.

This lawsuit was related to the purchase by the Company of
delinquent property tax receivables from Allegheny County in
1997, 1998, and 1999.  In July 2001, the Commonwealth Court of
Pennsylvania issued a ruling that addressed, among other things:

     (1) the right of GLS to charge to the delinquent taxpayer a
         rate of interest of 12% per annum versus 10% per annum
         on the collection of its delinquent property tax
         receivables,

     (2) the charging of a full month's interest on a partial
         month's delinquency;

     (3) the charging of attorney's fees to the delinquent
         taxpayer for the collection of such tax receivables,
         and

     (4) the charging to the delinquent taxpayer of certain
         other fees and costs

The Commonwealth Court in its opinion remanded for further
consideration to the lower trial court items (i), (ii) and (iv)
above, and ruled that neither Allegheny County nor the Company
had the right to charge attorney's fees to the delinquent
taxpayer related to the collection of such tax receivables.  The
Commonwealth Court further ruled that Allegheny County could
assign its rights in the delinquent property tax receivables to
the Company, and that plaintiffs could maintain equitable class
in the action.

In October 2001, the Company, along with Allegheny County, filed
an Application for Extraordinary Jurisdiction with the Supreme
Court of Pennsylvania, Western District appealing certain
aspects of the Commonwealth Court's ruling.  In March 2003, the
Supreme Court issued its opinion as follows:

     (i) the Supreme Court determined that GLS can charge
         delinquent taxpayers a rate of 12% per annum;

    (ii) the Supreme Court remanded back to the lower trial
         court the charging of a full month's interest on a
         partial month's delinquency;

   (iii) the Supreme Court revised the Commonwealth Court's
         ruling regarding recouping attorney fees for collection
         of the receivables indicating that the recouping of
         fees requires a judicial review of collection
         procedures used in each case; and

    (iv) the Supreme Court upheld the Commonwealth Court's
         ruling that GLS can charge certain fees and costs,
         while remanding back to the lower trial court for
         consideration the facts of each individual case.

Finally, the Supreme Court remanded to the lower trial court to
determine if the remaining claims can be resolved as a class
action.  In August 2003, the Pennsylvania legislature signed a
bill amending and clarifying certain provisions of the
Pennsylvania statute governing the Company's right to the
collection of certain interest, costs and expenses. The law is
retroactive to 1996, and amends and clarifies that as to items
(ii)-(iv) noted above by the Supreme Court, that GLS can charge
a full month's interest on a partial month's delinquency, that
GLS can charge the taxpayer for legal fees, and that GLS can
charge certain fees and costs to the taxpayer at redemption.
The issues remanded back to the Trial Court are currently on
hold as the Court addresses the challenge made to the
retroactive components of the legislation.  The test case being
used to decide this issue is one that is unrelated to GLS.
Briefs are currently being filed on this case.


GREAT ATLANTIC: NY Court Approves $3.1M Overtime Suit Settlement
----------------------------------------------------------------
The United States District Court in New York approved the $3.1
million settlement for the class action filed against The Great
Atlantic & Pacific Tea Co., Inc. on behalf of its four present
and former employees, seeking unpaid wages and overtime.

In April 2000, the judge certified the case as a class action
status for this case covering approximately 82 stores in 9
counties in the New York metropolitan area.  Approximately 840
current and former full and part-time employees of The Food
Emporium and the Company opted into the class.


GREAT ATLANTIC: Trial in Canadian Franchisees Suit Set Oct. 2004
----------------------------------------------------------------
Trial in the breach of contract suit filed against The Great
Atlantic & Pacific Company of Canada, Limited is set for October
2004 in a Canadian Court.

In April 2002, three Canadian Food Basics franchisees commenced
the suit as representative plaintiffs for a purported class of
approximately 70 current and former Canadian Food Basics
franchisees.  The lawsuit seeks unspecified damages in
connection with the Company's alleged failure to distribute to
the franchisees the full amount of vendor allowances and/or
rebates to which the franchisees claim they are entitled under
the operative franchise agreements.

The Company disputed the plaintiff-franchisees' claim and has
filed a counterclaim seeking to recover subsidies made by it to
the plaintiffs.  The lawsuit was certified as a class action in
December 2002.  A majority of the class members have opted out
of the proceeding.  The Company's appeal of the class
certification order was dismissed and the Company is seeking
leave to file a further appeal.


GREAT ATLANTIC: Third Circuit Fully Briefs Suit Dismissal Appeal
----------------------------------------------------------------
The United States Third Circuit Court of Appeals fully briefed
plaintiffs' appeal of the dismissal of a consolidated securities
class action filed against The Great Atlantic & Pacific Tea Co.,
Inc. and certain of its officers and directors.

The consolidated suit was filed in the United States District
Court for the District of New Jersey, and captioned "In re The
Great Atlantic & Pacific Tea Company, Inc. Securities
Litigation, No. 02 CV 2674 (FSH)."

The suit alleged claims under Sections 10(b) (and Rule 10b-5
promulgated thereunder) and 20(a) of the Securities Exchange Act
of 1934 arising out of the Company's July 5, 2002 filing of
restated financial statements for fiscal 1999, fiscal 2000 and
the first three quarters of fiscal 2001.  The complaint sought
unspecified money damages, costs and expenses.

On January 17, 2003, defendants filed a motion seeking to
dismiss the Complaint.  By Opinion & Order entered on September
18, 2003, the Court dismissed plaintiffs' Complaint without
prejudice.  On October 13, 2003, after having declined to file a
Second Amended Complaint, plaintiffs filed a Notice of Appeal to
the United States Court of Appeals for the Third Circuit.  The
appeal has been fully briefed, and the parties are awaiting
further action by the Third Circuit.


HINO MOTORS: Recalls 810 Trucks Due To Steering Control Defect
--------------------------------------------------------------
In April 2004, Hino Motors Sales U.S.A., Inc. recalled 810
trucks, namely:

     (1) Hino NA6J Year: 2005

     (2) Hino NB6J Year: 2005

     (3) Hino NC6J Year: 2005

     (4) Hino ND8J Year: 2005

     (5) Hino NE8J Year: 2005

     (6) Hino NV8J Year: 2005

On certain trucks, the pinch bolt nut of the yoke connecting the
steering gearbox and the steering wheel shaft can back out,
causing the yoke and shaft to separate. This could result in a
loss of steering control, increasing the risk of a crash.

Dealers will inspect and re-torque the pinch bolt nut as
necessary. The manufacturer has reported that owner notification
began on May 7, 2004. Owners may contact Hino at 1-845-365-1400.


INTERNATIONAL TRUCK: Recalls 1,687 Trucks For Seat Belt Defect
--------------------------------------------------------------
In April 2004, International Truck & Engine Corporation recalled
1,687 trucks, namely:

     (1) International 4200 Year: 2004

     (2) International 4300 Year: 2004

     (3) International 7300 Year: 2004

     (4) International 7400 Year: 2004

     (5) International 7500 Year: 2004

     (6) International 7600 Year: 2004

     (7) International 8500 Year: 2004

     (8) International 8600 Year: 2004

These trucks were manufactured from March to April 2004.
Certain trucks fail to conform to the requirements of Federal
Motor Vehicle Safety Standard No. 209, "Seat Belt Assemblies."
The seat belt latch can disengage without warning in a vehicle
crash or during episodes of high seat belt loading.

Dealers will replace the seat belt assemblies. The manufacturer
has reported that owner notification is expected to begin during
June 2004. Owners may contact International at 1-800-448-7825.


JACKS MARKETS: Recalls Raw Almonds For Salmonella Contamination
---------------------------------------------------------------
Jacks Markets is conducting a voluntary recall on its
distribution of raw whole (or diced) almonds packaged as Jacks
Market brand to the possibility of contamination with Salmonella
Enteritidis. The recalled almonds are packed in one pound random
weight packages under the Jacks Market label, with product codes
(or code dates) of August 21, 2003 to May 20, 2004.

Salmonella is an organism that can cause serious and sometimes
fatal infections in young children, frail or elderly people, and
others with weakened immune systems. Healthy persons infected
with Salmonella often experience fever, diarrhea (which may be
bloody), nausea, vomiting and abdominal pain. In rare
circumstances, infection with Salmonella can result in the
organism getting into the bloodstream and producing more severe
illnesses such as arterial infections (i.e., infected
aneurysms), endocarditis and arthritis.

Jacks Markets distributes this product in Michigan.

This recall is in follow-up to a voluntary recall announced in
mid-May by Paramount Farms of California of whole and diced raw
almonds based on over 20 possible cases of illnesses associated
with the almonds. The cases were reported in California,
Arizona, Oregon, Washington, Utah, New Mexico, Arkansas,
Tennessee, Massachusetts and Michigan. We are working with FDA
to assure that all potentially contaminated almonds are removed
from the marketplace and that consumers are notified of the
recall.

The raw almonds should not be consumed but rather returned to
the store of purchase for a full refund. For further
information, contact the Company by Phone: 989-835-9911, Monday
through Saturday from 8 am to 9 pm.


MTD CONSUMER: Recalls 7,854 Quick Ramps Due To Accident Hazard
--------------------------------------------------------------
In April 2004, MTD Consumer Group, Inc. recalled 7,854 Arnold
Quick Ramps.  On certain portable loading ramps, Part Numbers
490-150-005, 490-150-008, 490-150-009, 490-150-010, and 490-150-
015, the crimp that holds the retaining cable and hook together
were improperly built and can fail while in use, allowing the
ramp to fall to the ground.  People could be injured if the
cable failed and the ramp falls.

MTD, through Arnold, will provide owners with nylon or
polypropylene anchor straps for the cables. The manufacturer has
not yet provided an owner notification schedule for this
campaign. Owners may contact Arnold at 1-866-864-2949.


OPUS360 CORPORATION: NY Court Grants Final Approval to Suit Pact
----------------------------------------------------------------
The United States District Court for the Southern District of
New York granted final approval to the settlement of the
consolidated securities class action filed against Opus360
Corporation, on behalf of all persons who acquired securities of
the Company between April 7, 2000, and March 20, 2001.

The suit also names as defendants ten current and former
officers and directors of the Company, the underwriters of the
Company's initial public offering (IPO) and two shareholders who
sold stock in a secondary offering concurrent with the IPO.  The
Amended Complaint alleged that, among other things, the
plaintiff and members of the proposed class were damaged when
they acquired securities of the Company because false and
misleading information and material omissions in the
registration statement relating to the IPO and the secondary
offering caused the price of the Company's securities to be
artificially inflated.  The Amended Complaint asserted
violations of Sections 11, 12(a)(2), and 15 of the Securities
Act of 1933.  Damages in unspecified amounts and certain
rescission rights were sought.

In October 2001, all of the defendants filed motions to dismiss
the Amended Complaint.  By Opinion and Order dated October 2,
2002, the Court granted all of the motions and dismissed the
Amended Complaint, but granted plaintiffs leave to serve a
second consolidated amended class action complaint.  On October
30, 2002, plaintiffs served their Second Amended Complaint,
which contained allegations similar to those in the Amended
Complaint.

The defendants, including the Company, moved to dismiss the
Second Amended Complaint on December 31, 2002.  Before the
motion was heard, the parties reached an agreement in principle
to settle all claims asserted and any claims that could have
been asserted in this litigation.

On June 18, 2003 the Company announced that it had signed an
agreement for the settlement and release of all claims against
Artemis and those certain officers and directors and the
underwriters in the Second Amended Complaint.  The Court
approved the settlement on October 10, 2003.  The settlement
became final on November 12, 2003.  The Company's insurer
covered substantially all of the $550,000 in total settlement
costs.  The settlement should in no event be construed or deemed
to be evidence of or an admission or concession on the part of
the Company or any individually named defendant officer or
director with respect to any claim of any fault, liability,
wrongdoing or damage.


ORTHODONTIC CENTERS: LA Court Dismisses Securities Fraud Lawsuit
----------------------------------------------------------------
The United States District Court for the Eastern District of
Louisiana dismissed the securities class action filed against
Orthodontic Centers of America, Inc., and:

     (1) Bartholomew F. Palmisano, Sr., Chairman of the Board,
         President and Chief Executive Officer,

     (2) Bartholomew F. Palmisano, Jr., Chief Operating Officer,
         and

     (3) Thomas J. Sandeman, then Chief Financial Officer

The consolidated action purported to be filed as a class action
on behalf of the plaintiffs and other purchasers of shares of
the Company's common stock from November 14, 2002 to March 18,
2003, and alleged that the Company and the other defendants
violated Section 10(b) of the Securities Exchange Act of 1934,
as amended, and Rule 10b-5 thereunder, by allegedly making false
and misleading statements, and/or omitting to state material
facts necessary to make the statements made not misleading.

On April 6, 2004, the court granted the Company's motion and
ordered that the lawsuit be dismissed.  The court found that the
plaintiffs had failed to state a claim that OCA or its officers
violated federal securities laws.  On May 6, 2004, the court
entered a judgment dismissing the case.  The plaintiffs have
indicated that they will not appeal the court's ruling on the
motion to dismiss.


PACCAR INC.: Recalls 2,586 Kenworth Trucks Due To Injury Hazard
---------------------------------------------------------------
In April 2004, Paccar Incorporated recalled 2,586 Kenworth T300
trucks, model 2003 to 2004, manufactured from September 2002 to
February 2004.

On certain trucks equipped with Caterpillar C7 or 3126E engines
and Horton fan hubs, the hub mounting bolts can fail, resulting
in the hub and fan assembly separating from the engine and
increasing the risk of equipment damage and/or personal injury.

Dealers will install a new bracket. The manufacturer has
reported that owner notification began on May 5, 2004. Owners
may contact Kenworth at 1-425-828-5418.


REGENCY AFFILIATES: Shareholder Launch Derivative Lawsuit in DE
---------------------------------------------------------------
Regency Affiliates, Inc. faces a purported derivative and class
action lawsuit filed by two individual shareholders of the
Company in the New Castle County Court of Chancery, Delaware.
The suit also names as defendants certain current and former
directors of the Company, Royalty Holdings LLC and certain of
its affiliates, Statesman Group, Inc.  The Company is named only
as a nominal defendant.

The complaint alleges, among other things, breaches of fiduciary
duties by the former director defendants and Statesman Group,
Inc. in connection with:

     (i) the exercise by Statesman Group, Inc. in 2001 of an
         option to acquire shares of common stock of the
         Company,

    (ii) the 2001 sale of rock aggregate by the Company to Iron
         Mountain Resources, Inc. and

   (iii) the October 2002 recapitalization of the Company

The complaint also alleges breaches of fiduciary duties by the
current director defendants in connection with the payment by
the Company in 2003 of accrued compensation owed to William R.
Ponsoldt, Sr. for periods prior to the October 2002
recapitalization of the Company.  The complaint also alleges
that Royalty Holdings LLC and its affiliates knowingly
participated in the breaches of fiduciary duties by the former
director defendants relating to the October 2002
recapitalization of the Company.

In addition to other damages, plaintiffs seek unspecified
compensatory and/or rescissory damages against all defendants, a
declaration that all Company stock issued to Statesman Group,
Inc., William R. Ponsoldt, Sr., Royalty Holdings LLC and any
person affiliated with the foregoing is void, an order
rescinding any payments in any form made by the Company to
William R. Ponsoldt, Sr. or any of his affiliates or family
members, an order rescinding the October 2002 recapitalization
of the Company, and an order rescinding Statesman Group, Inc.'s
2001 option exercise and rescinding the option itself.

The Company, as a nominal defendant, has not taken any position
with respect to the merits of the lawsuit.  However, the Company
understands that the other defendants in the lawsuit believe
that the claims raised by the plaintiffs are without merit, and
that such defendants intend to defend the claims vigorously.


SAMSUNG ELECTRONICS: Recalls Microwave Ovens Due to Fire Hazard
---------------------------------------------------------------
In April 2004, Samsung Electronics Co., Ltd. recalled 117,157
Samsung Microwave Ovens, manufactured from May 2000 to September
2003.

Certain microwave ovens installed in recreational vehicles,
Models MR1031WB, MR1032BB, MR1033SB, MR1352BB, and MR1351WB,
were produced with a defective membrane panel. An electrical
short can occur, causing the oven to activate without pressing
any keypads. This could result in excessive heat, smoke, or
possibly a fire.

Samsung will notify its customers and repair the panel. In the
meantime, consumers should unplug their microwave, if possible.
If the consumer is unable to unplug the microwave, they should
leave the microwave oven door ajar until the membrane panel is
replaced.

Consumers should never use the microwave oven for storage or
leave any towels, paper, cloth or other products in the
microwave after use. The manufacturer has reported that owner
notification is expected to begin during May or June 2004.
Owners may contact Samsung at 1-800-932-3837.


SOUTH KOREA: Stock Suits Allowed On 2004 Financial Statements
-------------------------------------------------------------
Officials of the South Korean justice ministry announced that
fraudulent financial statements compiled from this year onward
might be subject to securities class action suits. Government
officials said that this year's statements could be included in
lawsuits because the compiling of financial statements, along
with audits, will be conducted in 2005, Yahoo News reports.

The National Assembly passed a law that will allow people to
start class action suits from 2005 against businesses with more
than 2 trillion won in net assets (US$1.7 billion) that release
false corporate data. This will be expanded to include other
companies that fall below this limit from 2007.  However, the
justice ministry has also said that illegal or false reporting
that is reflected in the 2004 statement but was committed before
this year will not be subject to class actions.

In addition, class action suits will not be permitted against
quarterly reports and those compiled for the first half of this
year, though civil and public legal actions can be conducted
against illegal practices involving financial statements.


SPEAR & JACKSON: Shareholders Lodge Fraud Suits in S.D. Florida
---------------------------------------------------------------
Spear & Jackson, Inc. faces several securities class actions
filed in the United States District Court for the Southern
District of Florida.  The suits also name as defendants Dennis
Crowley, William Fletcher, the Company's CFO, and Sherb & Co
LLP, the Company's outside auditor.

The suits were filed on behalf of purchasers of the securities
of Spear and Jackson, Inc. (OTC Bulletin Board: SJCK.OB) between
July 14, 2003 and April 15, 2004, inclusive.  The complaint
charges that Spear and Jackson, William Fletcher, and Dennis
Crowley violated sections 10(b) and 20(a) of the Exchange Act,
and Rule 10b-5 promulgated thereunder, by issuing a series of
material misrepresentations to the market between July 14, 2003
and April 15, 2004, an earlier Class Action Reporter story
(April 30, 2004) reports.

More specifically, the complaint alleges that defendants'
statements during the Class Period failed to disclose and
misrepresented the following material adverse facts which were
then known to defendants or recklessly disregarded by them:

     (1) that defendants orchestrated a pump-and-dump scheme to
         manipulate the share price of Spear & Jackson stock;

     (2) that defendants used false information to tout Spear &
         Jackson stock to registered representatives and broker-
         dealers around the country;

     (3) that defendants used nominee companies based in the
         British Virgin Islands illegally to obtain over 1.2
         million shares of Spear & Jackson stock during 2002,
         some of which was obtained through the filing of a
         fraudulent Form S-8 registration statement;

     (4) that the Company's repurchase of shares was not in
         compliance with applicable rules;

     (5) that the Company never had any intention of making open
         market purchases as suggested in its January 16, 2004
         release; and

     (6) that the Company was not on track to achieve earnings
         of $0.50 to $0.55 per share for 2004.

The Company has not yet responded to the suits, and likely will
not until they have been consolidated and lead counsel appointed
for the Class.  It is impossible at this time to ascertain the
ultimate legal and financial liability or whether these
actions as well as the SEC action will have a material adverse
effect on the Company's financial condition, the Company said in
a regulatory filing.


SPORT-HALEY INC.: CO Court Grants Final Approval To Lawsuit Pact
----------------------------------------------------------------
The United States District Court for the District of Colorado
granted final approval to the settlement of a consolidated
securities class action filed against Sport-Haley, Inc., two of
its officers and directors and one former officer and director.

The action, which seeks unspecified damages, alleges that the
defendants violated Section 10(b) of the Securities Exchange Act
of 1934 and Rule 10b-5 promulgated thereunder, by knowingly
overstating Sport-Haley's financial results, thereby causing
Sport-Haley's stock price to be artificially inflated.

The complaint further alleges that the individual defendants are
liable by virtue of being controlling persons of Sport-Haley,
pursuant to Section 20(a) of the Exchange Act.  The allegations
arise out of Sport-Haley's restatements of its financial
statements for the fiscal years ended June 30, 1999 and 1998,
which Sport-Haley previously reported, an earlier Class Action
Reporter story (October 10, 2003).

On April 29, 2004, the court entered a Final Order and Judgment
approving the Settlement of the class action that had been
pending since October 2001.  Pursuant to a settlement
conference, on November 7, 2003, and a Memorandum of
Understanding dated December 16, 2003, the parties to the class
action reached a preliminary agreement to settle the action
against all parties, subject to court approval and other
contingencies.  The Court granted preliminary approval of the
settlement on January 30, 2004, pursuant to which approval,
notice of the class action and proposed settlement were
distributed to applicable shareholders.

The Court conducted a hearing on the proposed settlement on
April 23, 2004.  No members of the class opted out of the class
or objected to the proposed settlement.  In accordance with the
settlement agreement, the Defendants have paid to the class a
total of $1,000,000, from which will be deducted certain
administrative costs and awards made to the named Plaintiffs and
to Plaintiffs' counsel for attorneys' fees and costs.

The Defendants continue to maintain that they have meritorious
defenses to the class action claims, but have agreed to the
settlement for practical and other reasons.  The Defendants have
incurred significant costs and expenses, including the uses of
Company resources and executive time, defending the class
action.


SPORTCRAFT LTD.: Recalls 320 Tredex Treadmills For Injury Hazard
----------------------------------------------------------------
Sportcraft Ltd. is cooperating with the United States Consumer
Product Safety Commission by voluntarily recalling 320 Tredex
10.0 treadmills.

The treadmill's circuitry can overheat, causing it to
unexpectedly accelerate during use.  When this happens, the user
can fall.  The Company received nine reports of unexpected
acceleration, including five reports of injuries. The injuries
included sprains to the back, shoulder and knees, and cuts and
abrasions to various parts of the body.  One consumer reported
loss of control resulting in a tip over. The consumer received a
black eye, along with cuts and bruises.

The treadmill measures 62 inches high, 79 inches long, and 35
inches wide. It is gray and has a gray control panel. The name
"Tredex 10.0" appears on the control console of the treadmill
and on the motor cover of the treadmill. This recall includes
only the Tredex 10.0 model treadmill.

Dick's Sporting Goods sold these items nationwide from January
2004 through March 2004 for between $500 and $1400.

For more details, contact the Company by Phone: (800) 526-0244,
extension 640, between 9 a.m. and 5 p.m. ET Monday through
Friday to arrange for the full refund or replacement, or visit
the firm's Website: http://www.sportcraft.com.


SPROUTERS NORTHWEST: Recalls Alfalfa Sprouts For Salmonella Risk
----------------------------------------------------------------
The Food and Drug Administration has been alerted that Sprouters
Northwest, Inc. of Kent Washington is recalling 2, 3, and 5 lbs.
institutional trays of its raw alfalfa sprouts sent to various
food institutions because they may be linked to a recent
increase in Salmonellosis in Oregon and Washington State. To
date, 12 cases of Salmonella Bovismorbificans possibly linked to
the consumption of raw alfalfa sprouts have been reported. In
light of these outbreaks, FDA is reiterating its previous alerts
about eating raw sprouts. Those persons who wish to reduce the
risk of foodborne illness from sprouts are advised not to eat
raw sprouts. This advice is particularly important for children,
the elderly, and persons with weakened immune systems, all of
whom are at high risk of developing serious illness due to
foodborne disease. People in high-risk categories should not eat
raw sprouts.

Salmonella Bovismorbificans is an organism rarely seen in the
United Stated that can cause serious and sometimes fatal
infections in young children, frail or elderly people and others
with weakened immune systems. Healthy persons infected with
Salmonella often experience fever, diarrhea (which may be
bloody), nausea, vomiting and abdominal pain. In rare
circumstances, infection with Salmonella can result in the
organism getting into the bloodstream and producing more severe
illnesses such as arterial infections (i.e., infected
aneurysms), endocarditis (swelling of the lining the heart) and
arthritis. Most cases resolve without the need for medical
attention.

FDA is working closely with state officials and the company to
determine the cause of this problem and what steps can be taken
to combat it. The agency will provide additional information as
it becomes available.   Food service institutions which have the
recalled product are urged not to use it but to instead contact
the company by Phone: 253 872 0577.

Individuals who may have experienced any of the above symptoms
after eating raw alfalfa sprouts should contact their physician
or local department of health.


VERDISYS INC.: Shareholders Launch Stock Fraud Suits in S.D. TX
---------------------------------------------------------------
Verdisys, Inc. faces several securities class actions filed by
former shareholders in the United States District Court for the
Southern District of Texas, alleging violations of federal
securities laws, including allegations of dramatically
overstating revenues and concealing the Company's true
prospects.

The lawsuit further alleges that defendants violated Sections
10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule
10b-5, thereby issuing a series of material misrepresentations
to the market. The class period is from August 20, 2003 through
March 9, 2004, an earlier Class Action Reporter story (March
16,2004) reports.

The Company continues to evaluate its defense to these
allegations, as well as the potential impact that an adverse
judgment would have on it.  The Company has not received service
of process on any of these Proceedings and based on those press
releases six class action lawsuits have been initiated, it
revealed in a regulatory filing.


WASHINGTON: Reaches Settlement in For Prison Employees Lawsuit
--------------------------------------------------------------
The Washington State Corrections Department and Teamster Local
117 reached a proposed $7.2 million settlement for the class
action filed on behalf of 1,900 prison guards and other state
workers who were required to do such tasks as checking equipment
before their shift began, the Associated Press reports.

Termed in the suit as "pass-downs," this were periods before and
after each shift when guards are required to check equipment, do
inventories or give instructions to guards on other shifts.  The
pass-downs - usually six to 12 minutes a day - were outside the
workers' paid shifts.

The two groups engaged in mediation of attorney general's
office.  "It worked out pretty well when all three parties got
together," Lewis Ellsworth, Plaintiffs Counsel told AP.


                   New Securities Fraud Cases


ALLOS THERAPEUTICS: Federman & Sherwood Files CO Stock Lawsuit
--------------------------------------------------------------
The Law Firm of Federman & Sherwood initiated a securities class
action in the District Court of Colorado against Allos
Therapeutics, Inc. (Nasdaq: ALTH). The class period is from
October 23, 2000 through May 17, 2004.

The complaint alleges violations of federal securities laws,
Sections 10(b) and 20(a) of the Securities Exchange Act of 1934
and Rule 10b-5, including allegations of issuing a series of
material misrepresentations to the market which had the effect
of artificially inflating the market price.

The complaint further alleges that Allos Therapeutics, Inc.
issued misleading statements to the investing public regarding
the likelihood that the drug, Efaproxiral would receive approval
from the FDA. However, on May 3, 2004, the Oncologic Drugs
Advisory Committee for the FDA recommended that the FDA not
approve Efaproxiral, which resulted in a stock price fall of
ALTH of 45%. The class period is from October 23, 2000 through
May 17, 2004.

For more details, conatct William B. Federman of FEDERMAN &
SHERWOOD by Mail: 120 N. Robinson, Suite 2720, Oklahoma City, OK
73102 by Phone: (405) 235-1560 by Fax: (405) 239-2112 by E-Mail:
wfederman@aol.com or visit their Web Site: www.federmanlaw.com


ALLOS THERAPEUTICS: Berger & Montague Files CO Securities Suit
--------------------------------------------------------------
The law firm of Berger & Montague, P.C. initiated a securities
class action suit against Allos Therapeutics, Inc. (Nasdaq:ALTH)
and certain of its officers, in the United States District Court
for the District of Colorado on behalf of all persons or
entities who purchased Allos securities from April 23, 2003
through April 29, 2004.

The complaint alleges that defendants violated Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5
promulgated thereunder by the SEC by issuing materially false
and misleading statements throughout the Class Period that had
the effect of artificially inflating the market price of the
Company's securities.

The statements made by the defendants were materially false and
misleading because the actual results concerning their Phase III
Efaproxiral breast cancer subset were insufficient to support
the positive conclusions made by defendants due to numerous
flaws in the study. When making the statements, defendants
failed to disclose and misrepresented the following adverse
facts:

     (1) the Company's positive statements regarding its RSR13
         New Drug Application and the results for the breast
         cancer subset in its first Phase III trial were
         misleading because the test subjects were not a
         representative set but rather a skewed subset of the
         patients, designed to produce false glowing results;

     (2) the purported results for the breast cancer subset
         patients in the first Phase III trial were not
         representative because the patients in the treatment
         group were afflicted less severely than the control
         group as a whole, thus skewing the results in favor of
         the treatment group;

     (3) the results of the study could not be used to support
         the positive conclusions made by defendants regarding
         the breast cancer subset because the study was not
         defined to specifically test the breast cancer subset;

     (4) the Company had used an unusually low number of
         patients in the treatment group and thus could not
         support its statistical projections;

     (5) the study was "open label," meaning that both patients
         and researchers knew they were receiving the treatment.

As a result of the foregoing, defendants lacked a reasonable
basis for their positive statements about the Company and its
earnings projections.

On April 30, 2004 and May 3, 2004, it was announced by the
Oncologic Drugs Advisory Committee ("ODAC") of the FDA that it
concluded by a 16-1 vote to recommend that the FDA not approve
Efaproxiral. In recommending rejection of Efaproxiral, the ODAC
found that, "the evidence of drug efficacy needs to be much
stronger to be convincing." As a result of this announcement,
the price of Allos shares fell $2.09, or 45% to close at $2.55
on extraordinary volume.

For more details, contact Sherrie R. Savett, Esq. or Douglas M.
Risen, Esq. or Diane Werwinski, Investor Relations Manager of
Berger & Montague, P.C. by Phone: 888-891-2289 or 215-875-3000
by Fax: 215-875-5715 by E-Mail: InvestorProtect@bm.net or visit
their Web Site: http://www.bergermontague.com


BUSINESS OBJECTS: Lerach Coughlin Lodges Securities Suit in CA
--------------------------------------------------------------
Lerach Coughlin Stoia & Robbins LLP initiated a securities class
action in the United States District Court for the Southern
District of California on behalf of purchasers of Business
Objects S.A. (NASDAQ:BOBJ) publicly traded securities during the
period between April 23, 2003 and April 30, 2004.

The complaint charges Business Objects and certain of its
officers and directors with violations of the Securities
Exchange Act of 1934. Business Objects is a worldwide provider
of business intelligence solutions.

The complaint alleges that during the Class Period, defendants
caused Business Objects shares to trade at artificially inflated
levels through the issuance of false and misleading financial
statements. The true facts, which were known to the defendants
but actively concealed by defendants from shareholders, were as
follows:

     (1) the Company's integration of the Crystal Decisions
         acquisition was a disaster and the defendants were
         struggling to hide the integration problems in order to
         save face;

     (2) many of the Company's customers/partners were confused
         about the synchronization of pricing and new solution
         bundles and delaying their purchases, or foregoing them
         all together, in favor of Business Objects'
         competition;

     (3) the Company was internally projecting poor demand for
         the Company's Enterprise 6 products, a material drop in
         European orders and losing significant sales to
         Microsoft and Cognos;

     (4) the Company's software license revenue growth was not
         as robust as defendants projected for the first quarter
         of 2004, and in fact, half of the gain ($12-$13
         million) was attributable to currency gains associated
         with the Euro vs. the dollar;

     (5) the acquisition costs of Crystal Decisions far exceeded
         the Company's projections resulting in an erosion of
         the Company's growth margins; and

     (6) the Company's balance in deferred revenue was inflated
         due to manipulations in the deferred revenue balance of
         Crystal Decisions upon acquisition.

On April 30, 2004, shares of Business Objects plunged as much as
22% after its first-quarter profit fell, coming in at the lower
end of its target range and missing analyst forecasts. Then on
May 5, 2004, it was reported that the Securities and Exchange
Commission was looking into the Company's "practices with
respect to backlog."

For more details, contact William Lerach or Darren Robbins of
Lerach Coughlin Stoia & Robbins LLP by Phone: 800-449-4900 by E-
Mail: wsl@lcsr.com or visit their Web Site:
http://www.lcsr.com/cases/businessobjects/


LANCER CORPORATION: Federman & Sherwood Lodges Stock Suit in TX
---------------------------------------------------------------
The Law Firm of Federman & Sherwood initiated a securities class
action in the Western District of Texas against Lancer
Corporation (Amex: LAN). The class period is from October 26,
2000 through February 4, 2004.

The complaint alleges violations of federal securities laws,
Sections 10(b) and 20(a) of the Securities Exchange Act of 1934
and Rule 10b-5, including allegations of issuing a series of
misrepresentations to the market which had the effect of
artificially inflating the market price. The complaint further
alleges that these material misrepresentations were false and
misleading because they materially described inaccurately the
nature of Lancer's revenue by saying it was derived from
legitimate business transactions, when in reality, substantial
revenues were derived because of a scheme to artificially set
the sales prices of Lancer's products to its customers.

For more details, conatct William B. Federman of FEDERMAN &
SHERWOOD by Mail: 120 N. Robinson, Suite 2720, Oklahoma City, OK
73102 by Phone: (405) 235-1560 by Fax: (405) 239-2112 by E-Mail:
wfederman@aol.com or visit their Web Site: www.federmanlaw.com


LIQUIDMETAL TECHNOLOGIES: Stull Stull Lodges Stock Lawsuit in FL
----------------------------------------------------------------
Stull, Stull & Brody initiated a securities class action in the
United States District Court for the Middle District of Florida,
on behalf of all purchasers of the common stock of Liquidmetal
Technologies, Inc. (Nasdaq:LQMTE) between May 22, 2002 and March
30, 2004, inclusive against LQMT, John Kang and Brian McDougal.

The complaint alleges that defendants violated Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5
promulgated thereunder, by issuing a series of material
misrepresentations to the market between May 22, 2002 and March
30, 2004, about its financial results. More specifically, the
complaint alleges that the Company failed to disclose and/or
misrepresented the following material adverse facts which were
known to the defendants or recklessly disregarded by them:

(1) that LQMT failed to make its product commercially
         feasible due to its high manufacturing cost;

     (2) that LQMT, struggling with the lack of market
         acceptance for the product, attempted to boost revenues
         through fraudulent means via a deal with a South Korean
         metals processing company;

     (3) that LQMT's improving financial results were only made
         possible through improper revenue recognition practices
         in violation of Generally Accepted Accounting
         Principles ("GAAP").

On February 20, 2004, the Company disclosed that it would have
to restate revenues for the third and fourth quarters of 2002
and the first quarter of 2003 due to improper revenue
recognition. On March 30, 2004, defendants revealed that the
Company's 10-K has been indefinitely delayed due to its
inability to complete the audit of prior years' financial
results.

On April 29, 2004, LQMT announced that it received a Nasdaq
Staff Determination indicating that because the company has not
timely filed a Form 10-K with the SEC for the period ended
December 31, 2003, LQMT faces delisting from NASDAQ. In response
to the news, the price of LQMT stock declined during the Class
Period to close at slightly over $3 per share on March 30, 2004,
a drop of over 80% from the stock's Class Period high.

For more details, contact Aaron Brody, Esq. of Stull, Stull &
Brody by Mail: 6 East 45th Street, New York, NY 10017 by Phone:
1-800-337-4983 by Fax: 212/490-2022 or by E-Mail: SSBNY@aol.com


SALTON INC.: Schiffrin & Barroway Lodges Securities Suit in IL
---------------------------------------------------------------
The law firm of Schiffrin & Barroway, LLP initiated a class
action lawsuit in the United States District Court for the
Northern District of Illinois on behalf of all purchasers of the
securities of Salton, Inc. (NYSE: SFP) from November 11, 2002
through May 11, 2004, inclusive.

The complaint charges that Salton, Leonhard Dreimann and David
M. Mulder violated Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934, and Rule 10b-5 promulgated thereunder.
More specifically, the Complaint alleges that the Company failed
to disclose and misrepresented the following material adverse
facts, which were known to defendants or recklessly disregarded
by them:

     (1) the Company's core competency, the marketing and
         distribution of grills under the Foreman brand name,
         was severely undermined by the antitrust lawsuits that
         precluded the Company from continuing with its
         profitable, but illegal, pricing scheme;

     (2) as a result of the foregoing the Company's historically
         profitable domestic business continued to erode,
         forcing Salton to incur an additional $8 million in
         retailer advertising and promotional expenses, which
         were required to secure and regain shelf space; and

     (3) due to the deterioration of its' business model Salton
         violated the Company's debt agreements.

On May 10, 2004, Salton, after the close of trading, announced
that Salton was performing much worse than the Company had led
investors to believe, that the Company was in violation of its
senior secured revolving credit facility for the month ended
March 27, 2004, and that defendants anticipated near-term non-
compliance with certain financial covenants. Shares of Salton
fell $3.34 per share or 49.93 percent on May 10, 2004 to close
at $3.35 per share.

For more details, contact Schiffrin & Barroway, LLP (Marc A.
Topaz, Esq. or Stuart L. Berman, Esq.) by Mail: Three Bala Plaza
East, Suite 400, Bala Cynwyd, PA 19004 by Phone: 1-888-299-7706
or 1-610-667-7706 or by E-Mail: info@sbclasslaw.com




SMITH BARNEY: Milberg Weiss Files Amended Stock Suit in S.D. NY
---------------------------------------------------------------
The law firm of Milberg Weiss Bershad & Schulman LLP initiated a
securities class action and derivative lawsuit on behalf of
purchasers and holders of the securities of the Smith Barney and
Salomon Brothers families of funds owned and operated by
Citigroup Inc. (NYSE:C), and certain of its subsidiaries and
affiliates, between March 22, 1999 and March 22, 2004, inclusive
and on behalf of the Funds, seeking to pursue remedies under the
Securities Act of 1933, the Securities Exchange Act of 1934, the
Investment Advisers Act of 1940, the Investment Company Act of
1940 and the common law.

The Funds, and the symbols for the respective Funds named below,
are as follows:

     (1) Salomon Brothers All Cap Value Fund (Sym: SUBAX, SUBBX,
         SUBZX)

     (2) Salomon Brothers Balanced Fund (Sym: STRAX, STRBX,
         STRCX)
     (3) Salomon Brothers California Tax Free Bond Fund (Sym:
         CCAIX, SCUBX, SCULX)

     (4) Salomon Brothers Capital Fund (Sym: SCCAX, SPABX,
         SACPX, SCCCX)

     (5) Salomon Brothers High Yield Bond (Sym: SAHYX, SBHYX,
         SHYOX, SHYCX)

     (6) Salomon Brothers International Equity Fund (Sym: SAIEX,
         SAIBX, SAICX)

     (7) Salomon Brothers Investors Value Fund (Sym: SINAX,
         SBINX, SAIFX, SINOX)

     (8) Salomon Brothers Large Cap Growth Fund (Sym: SLCAX,
         SALBX, SALCX)

     (9) Salomon Brothers Mid Cap Fund (Sym: SMDAX, SMDBX,
         SMDZX)

    (10) Salomon Brothers National Tax Free Bond Fund (Sym:
         CFNIX, SNABX, SNALX)

    (11) Salomon Brothers New York Tax Free Bond Fund (Sym:
         CFTNX, SNFBX, SNFLX)

    (12) Salomon Brothers SB Adjustable Rate Income Fund (Sym:
         SJRAX, SJRBX, SJRZX)

    (13) Salomon Brothers SB Capital and Income Fund (Sym:
         SOLAX, SOLBX, SOLZX)

    (14) Salomon Brothers SB Convertible Fund (Sym: SVEAX,
         SVEBX, SCEZX)

    (15) Salomon Brothers SB Growth & Income Fund (Sym: SSWAX,
         SSWBX, SSWZX)

    (16) Salomon Brothers Short/Intermediate U.S. Government
         Fund (Sym: SUSAX, SUSBX, SUSCX)

    (17) Salomon Brothers Small Cap Growth (Sym: SASMX, SBSMX,
         SCSMX)

    (18) Salomon Brothers Strategic Bond Fund (Sym: SSTAX,
         SBSBX, SSTCX)

    (19) Smith Barney Aggressive Growth Fund (Sym: SHRAX, SAGBX,
         SAGCX)

    (20) Smith Barney All Cap Growth and Value Fund (Sym: SPAAX,
         SPBBX, SPBLX)

    (21) Smith Barney Appreciation Fund (Sym: SHAPX, SAPBX,
         SAPCX, SAPYX)

    (22) Smith Barney Arizona Municipals Fund (Sym: SLAZX,
         SAZBX, SAZLX)

    (11) Smith Barney Balanced Portfolio (Sym: SBBAX, SCBBX,
         SCBCX)

    (12) Smith Barney California Municipals Fund (Sym: SHRCX,
         SCABX, SCACX)

    (13) Smith Barney Classic Values Fund (Sym: SCLAX, SCLBX,
         SCLLX)

    (14) Smith Barney Conservative Portfolio (Sym: SBCPX, SBCBX,
         SBCLX)

    (15) Smith Barney Diversified Large Cap Growth Fund (Sym:
         CFLGX, CLCBX, SMDLX)

    (16) Smith Barney Diversified Strategic Income Fund (Sym:
         SDSAX, SLDSX, SDSIX)

    (17) Smith Barney Dividend and Income Fund (Sym: SUTAX,
         SLSUX, SBBLX)

    (18) Smith Barney Financial Services Fund (Sym: SBFAX,
         SBFBX, SFSLX)

    (19) Smith Barney Florida Portfolio (Sym: SBFLX, FLABX,
         SFLLX)

    (20) Smith Barney Fundamental Value Fund (Sym: SHFVX, SFVBX,
         SFVCX)

    (21) Smith Barney Georgia Portfolio (Sym: SBGAX, SBRBX,
         SGALX)

    (22) Smith Barney Global All Cap Growth and Value Fund (Sym:
         SPGAX, SPGGX, SPGLX)

    (23) Smith Barney Global Government Bond Portfolio (Sym:
         SBGLX, SBGBX, SGGLX)

    (24) Smith Barney Global Portfolio (Sym: CAGAX, CAGBX,
         SGPLX)

    (25) Smith Barney Government Securities Fund (Sym: SGVAX,
         HGVSX, SGSLX)

    (26) Smith Barney Group Spectrum Fund (Sym: SGSAX, SGSBX,
         SFTLX)

    (27) Smith Barney Growth Portfolio (Sym: SCGRX, SGRBX,
         SCGCX)

    (28) Smith Barney Hansberger Global Value Fund (Sym: SGLAX,
         SGLBX, SGLCX)

    (29) Smith Barney Health Sciences Fund (Sym: SBIAX, SBHBX,
         SBHLX)

    (28) Smith Barney High Growth Portfolio (Sym: SCHAX, SCHBX,
         SCHCX)

    (29) Smith Barney High Income Fund (Sym: SHIAX, SHIBX,
         SHICX)

    (30) Smith Barney Income Portfolio (Sym: SCAAX, SCIAX,
         SCILX)

    (31) Smith Barney Intermediate Maturity CA Municipals Fund
         (Sym: ITCAX, STDBX, SIMLX)

    (32) Smith Barney Intermediate Maturity NY Municipals Fund
         (Sym: IMNYX, SNMBX, SINLX)

    (33) Smith Barney International All Cap Growth Portfolio
         (Sym: SBIEX, SBIBX, SBICX)

    (34) Smith Barney International Large Cap Fund (Sym: CFIPX,
         SILCX, SILLX)

    (35) Smith Barney Investment Grade Bond Fund (Sym: SIGAX,
         HBDIX, SBILX)

    (36) Smith Barney Large Cap Core Fund (Sym: GROAX, GROBX,
         SCPLX)

    (37) Smith Barney Large Cap Growth and Value Fund (Sym:
         SPSAX, SPSBX, SPSLX)

    (38) Smith Barney Large Cap Value Fund (Sym: SBCIX, SBCCX,
         SBGCX)

    (39) Smith Barney Large Capitalization Growth Fund (Sym:
         SBLGX, SBLBX, SLCCX, SBLYX)

    (40) Smith Barney Limited Term Portfolio (Sym: SBLTX, STMBX,
         SMLLX)

    (41) Smith Barney Managed Governments Fund (Sym: SHMGX,
         MGVBX, SMGLX)

    (42) Smith Barney Managed Municipals Fund (Sym: SHMMX,
         SMMBX, SMMCX)

    (43) Smith Barney Massachusetts Municipals Fund (Sym: SLMMX,
         SMABX, SMALX)

    (44) Smith Barney Mid Cap Core Fund (Sym: SBMAX, SBMDX,
         SBMLX, SMBYX)

    (45) Smith Barney Municipal High Income Fund (Sym: STXAX,
         SXMT, SMHLX)

    (46) Smith Barney National Portfolio (Sym: SBBNX, SBNBX,
         SBNLX)

    (47) Smith Barney New Jersey Municipals Fund (Sym: SHNJX,
         SNJBX, SNJLX)

    (48) Smith Barney New York Portfolio (Sym: SBNYX, SMNBX,
         SBYLX)

    (49) Smith Barney Oregon Municipals Fund (Sym: SHORX, SORBX,
         SORLX)

    (50) Smith Barney Pennsylvania Portfolio (Sym: SBPAX, SBPBX,
         SPALX)

    (51) Smith Barney S & P 500 Index Fund (Sym: SBSPX)

    (52) Smith Barney SB Adjustable Rate Income Fund (Sym:
         ARMZX, ARMBX, ARMGX)

    (53) Smith Barney SB Capital and Income Fund (Sym: SOPAX,
         SOPTX, SBPLX)

    (54) Smith Barney SB Convertible Fund (Sym: SCRAX, SCVSX,
         SMCLX, SCVYX)

    (55) Smith Barney SB Growth & Income Fund (Sym: GRIAX,
         GRIBX, SGAIX)

    (56) Smith Barney Short Duration Municipal Income Fund (Sym:
         SHDAX, SHDBX, SHDLX)

    (57) Smith Barney Short-Term Investment Grade Bond Fund
         (Sym: SBSTX, SHBBX, SSTLX)

    (58) Smith Barney Small Cap Core Fund (Sym: SBDSX, SBDBX,
         SBDLX)

    (59) Smith Barney Small Cap Growth Fund (Sym: SBSGX, SBYBX,
         SBSLX)

    (60) Smith Barney Small Cap Growth Opportunities Fund (Sym:
         CFSGX, SMOBX, SGOLX)

    (61) Smith Barney Small Cap Value Fund (Sym: SBVAX, SBVBX,
         SBVLX)

    (62) Smith Barney Social Awareness Fund (Sym: SSIAX, SESIX,
         SESLX)

    (63) Smith Barney Technology Fund (Sym: SBTAX, SBTBX, SBQLX)

    (64) Smith Barney Total Return Bond Fund (Sym: TRBAX, TRBBX,
         SBTLX)

    (65) Smith Barney U.S. Government Securities Fund (Sym:
         SBCGX, SBUBX, SBULX)

The action, numbered 04-CV-4055 is pending in the United States
District Court for the Southern District of New York against
defendants Salomon Brothers Asset Management, Inc., Smith Barney
Fund Management LLC, Citigroup Asset Management, Citigroup
Global Markets, Inc. (f/k/a Salomon Smith Barney Inc.) ("SSB"),
Citigroup Global Markets Holdings Inc., Citigroup, Inc., R. Jay
Gerken, Dwight B. Crane, Joseph J. McCann, Burt N. Dorsett,
Cornelius C. Rose, Jr., Elliot S. Jaffe, each of the Funds and
the registrants of the Funds. The Honorable Naomi Reice Buchwald
is the Judge presiding over the action.

The Complaint alleges that defendants violated Sections 11,
12(a)(2) and 15 of the Securities Act of 1933; Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5
promulgated thereunder; Sections 34(b), 36(b) and 48(a) of the
Investment Company Act of 1940; Section 206 of the Investment
Advisers Act of 1940; and the common law.

The Complaint charges that defendants engaged in an unlawful and
deceitful course of conduct designed to improperly financially
advantage defendants to the detriment of plaintiff and the other
members of the Class. The complaint alleges that defendants, in
clear contravention of their disclosure obligations and
fiduciary responsibilities, failed to properly disclose that SSB
had been aggressively pushing its sales personnel to sell Smith
Barney and Salomon Brothers funds by creating various
undisclosed incentives for brokers to sell the proprietary
funds.

In addition, according to the complaint, unbeknownst to
investors, the investment advisers to the Funds (Citigroup Asset
Management, SSB, Salomon Brothers Asset Management, Inc. and
Smith Barney Fund Management LLC) paid excessive commissions,
directly or indirectly, to SSB, the broker dealer, which came
directly out of the Funds' assets, as payments to SSB for its
steering clients towards the proprietary funds. The investment
advisers profited from this scheme by earning increased
management fees, while Citigroup Global Markets benefited from
increased commissions and Citigroup profited as the ultimate
parent of Citigroup Global Markets and the investment advisers.
The clear losers were plaintiff and the other members of the
Class, whose assets were diverted to line defendants' pockets
without any benefit to them whatsoever.

For more details, contact Steven G. Schulman, Kim E. Levy, Peter
E. Seidman or Michael R. Reese by Mail: One Pennsylvania Plaza,
49th Fl., New York, NY 10119-0165 by Phone: (800) 320-5081 or E-
Mail: sfeerick@milbergweiss.com or visit their Web site:
http://www.milbergweiss.com


SPSS INC.: Lasky & Rifkind Lodges Securities Lawsuit in N.D. IL
---------------------------------------------------------------
The law firm of Lasky & Rifkind, Ltd. initiated a securities
class action has in the United States District Court for the
Northern District of Illinois, on behalf of persons who
purchased or otherwise acquired publicly traded securities of
SPSS Inc. (NASDAQ:SPSSE) between May 2, 2001 and March 30, 2004,
inclusive.  The lawsuit was filed against SPSS, Jack Noonan and
Edward Hamburg.

The complaint alleges that Defendants violated Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5
promulgated thereunder, by issuing a series of material
misrepresentations to the market during the Class Period.
Specifically, the complaint alleges that the Company failed to
disclose and misrepresented the following material adverse facts
which were known to defendants or recklessly disregarded by
them: that the Company overstated its revenue between $3 million
and $6 million, that the Company achieved this through improper
revenue recognition in violation of Generally Accepted
Accounting Principles ("GAAP") and its own accounting
interpretations.

On March 30, 2004, SPSS announced that it would delay the filing
of its annual report on Form 10-K to the Securities and Exchange
Commission to complete an additional review. In reaction to this
news, shares of SPSS fell $2.55 per share, or 12.7% on March 31,
2004.

For more details, contact Lasky & Rifkind, Ltd., by Phone:
(800) 495-1868 by E-Mail: investorrelations@laskyrifkind.com or
visit their Web Site: http://laskyrifkind.com/contact.htm


TRUST CERTIFICATES: Abbey Gardy Lodges Securities Suit in NY
------------------------------------------------------------
Abbey Gardy, LLP has initiated a class action lawsuit in the
United States District Court for the Southern District of New
York (04 CV 4057) on behalf of all purchasers of Corporate
Backed Trust Certificates, Verizon New York Debenture-Backed
Series 2004-1 ("Certificates") between January 5, 2004 and May
11, inclusive (the "Class Period").

The Complaint alleges that defendants Lehman ABS Corp., U.S.
Bank Trust National Association, Corporate Backed Trust
Certificates Verizon New York Debenture-Backed Series 2004-1
Trust, Lehman Brothers Inc., RBC Dain Rauscher and Banc Of
America Securities LLC violated Sections 11 and 15 of the
Securities Act of 1933. The Complaint alleges that in January
2004, pursuant to a January 16, 2001 trust agreement between
Lehman ABS Corporation ("LABS") (the "Depositor") and U.S. Bank
Trust National Association, LABS transferred $150,144,000
aggregate principal amount of 7 3/8% Debentures, Series B, due
2032 (the "Debentures") issued by Verizon New York Inc.
("Verizon New York") to the Corporate Backed Trust Certificates,
Verizon New York Debenture-Backed Series 2004-1 Trust which
issued Corporate Backed Trust Certificates, Verizon New York
Debenture-Backed Series 2004-1 (the "Certificates"). An
additional $55,144,000 of Debentures were issued later in
January. Pursuant to January 2004 Prospectus Supplements to a
Prospectus dated November 8, 2002, 8,205,760 Certificates were
offered to the investing public at a price of $25 per
Certificate.

On May 7, 2004, LABS announced that on May 4, 2004, Verizon had
filed a Form 15 with the SEC whereby it had elected to suspend
its duty to file periodic reports under certain sections of the
Securities Exchange Act of 1934 with respect to Verizon New
York, and that pursuant to the terms of the Trust, it must be
terminated. Verizon's May 4, 2004 announcement triggered an
"event of default" which triggered the sale of the Debentures.
On May 11, 2004, the Trustee announced that the sole assets of
the Trust, $205,144,000 principal amount of Debentures, would be
liquidated. On May 11, 2004, the last day of trading, the
Certificates closed at $22.00. Notice was sent to holders of the
Certificates informing them that they could receive liquidation
proceeds under the Trust Agreement or their pro rata portion of
the underlying securities of the Trust. They were informed that
this election must be made by May 24, 2004 at 3:00 p.m. if they
wanted to receive the securities. Otherwise, the Debentures
would be sold at the market price beginning on May 25, 2004 and
the sales would be completed by May 27, 2004.

The Complaint alleges that the Prospectus was materially
misleading because it omitted to state material information that
defendants had an obligation to disclose. Verizon New York was 1
of 16 domestic operating company owned by Verizon that filed
reports with the SEC. While the Prospectus generally described
Verizon's failure to continue as an SEC filer as one of the
potential events of default, it failed to disclose that, as of
February 2003, Verizon had already deregistered the public
indebtedness of six of its domestic operating telephone
companies (GTE Southwest Inc., Verizon Delaware Inc., Verizon
Hawaii Inc., Verizon Northwest Inc., Verizon Washington DC Inc.
and Verizon West Virginia Inc.), and that those deregistrations
were made pursuant to a program Verizon had established in early
2003 to change funding procedures and reduce costs, which plan
included possible deregistration of domestic operating telephone
companies with public indebtedness, including Verizon New York.
This information was material to an investor's decision whether
to purchase the Certificates, particularly in light of the fact
that a sale of the Debentures in the open market could yield
substantially less than the $25 per Certificate paid by the
Class members.

The Complaint further alleges that defendants failed to conduct
a reasonable investigation of Verizon with respect to the events
of default. The potential for triggering events of a default are
key to the value of debentures. Had defendants done so, they
would have discovered Verizon's plan to reduce its indebtedness,
which included the deregistration of some or all of its domestic
operating companies.

For more details, contact Susan Lee of Abbey Gardy, LLP by Mail:
212 East 39th Street, New York, New York 10016 by Phone:
(212) 889-3700 or (800) 889-3701 or by E-Mail:
slee@abbeygardy.com


UICI: Lasky & Rifkind Commences Securities Fraud Suit in N.D. TX
----------------------------------------------------------------
The law firm of Lasky & Rifkind, Ltd. initiated a securities
class action in the United States District Court for the
Northern District of Texas, Dallas Division, on behalf of
persons who purchased or otherwise acquired publicly traded
securities of UICI (NYSE:UCI) between January 17, 2000 and July
21, 2003, inclusive.  The lawsuit was filed against UICI and
certain officers and directors.

The complaint alleges that during the Class Period, the
Defendants who controlled and were senior officers of UICI,
engaged in an alleged scheme to conceal UICI's badly flagging
Academic Management Services Corp. ("AMS") division to prevent
the decline in the price. UICI's actual financial results and
the true status of its operations were concealed by Defendants,
which operated to artificially inflate or maintain the market
price of UICI shares during the Class Period. During the Class
Period, Defendants allegedly misrepresented or failed to
disclose that Defendants knowingly tolerated UICI's inadequate
internal accounting controls and consequently lacked any
reasonable basis for the financial results reported by them;
that UICI's reported income was materially overstated in excess
of $65 million; that only through UICI's accounting fraud had
UICI achieved the earnings reported by defendants; that the AMS
division was not successful and its fundamentals and prospects
were deteriorating; and that UICI had failed to account for
costs associated with liabilities resulting from its AMS program
and its reserves were materially understated.

On July 21, 2003, UICI revealed that it would record a charge of
at least $65 million. This revelation caused trading in UICI
stock to be halted on the New York Stock Exchange and ultimately
to plummet to less than $12 per share, a decline of 45% from its
Class Period high of $21.22 per share.

For more details, contact Lasky & Rifkind, Ltd., by Phone:
(800) 495-1868 by E-Mail: investorrelations@laskyrifkind.com or
visit their Web Site: http://laskyrifkind.com/contact.htm



                            *********


A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the Class Action Reporter. Submissions
via e-mail to carconf@beard.com are encouraged.

Each Friday's edition of the CAR includes a section featuring
news on asbestos-related litigation and profiles of target
asbestos defendants that, according to independent researches,
collectively face billions of dollars in asbestos-related
liabilities.

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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., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland
USA.   Glenn Ruel Se¤orin, Aurora Fatima Antonio and Lyndsey
Resnick, Editors.

Copyright 2004.  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 240/629-3300.

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