/raid1/www/Hosts/bankrupt/CAR

/raid1/www/Hosts/bankrupt/CAR_Public/090205.mbx C L A S S A C T I O N R E P O R T E R Thursday, February 5, 2009, Vol. 11, No. 25 Headlines ALTRIA GROUP: 18 "Lights/Ultra Lights" Cases Pending at Jan. 22 ALTRIA GROUP: Engle Class Member's Extension Bid Denied in Jan. ALTRIA GROUP: Faces Suit by Smokers Seeking Medical Monitoring ALTRIA GROUP: PM USA Continues to Face "Lights" Suit in Israel ALTRIA GROUP: To Appeal Ruling in "Scott" Smoking & Health Suit ALTRIA GROUP: Two Smoking & Health Cases Pending in N.Y. & Mass. APPLEBEE'S INT'L: California Employees File Suit for Paychecks BANK OF AMERICA: Faces N.Y. Litigation Alleging ERISA Violations BANK OF AMERICA: Faces Stock-Drop Suit in N.Y. Over Acquisitions CA INC: Oral Arguments on Wyly Litigants Appeals Set for March 9 INDEVUS PHARMACEUTICALS: Faces Del. Litigation Over Endo Merger INTERWOVEN INC: Levi & Korsinsky Announces Investor Suit Filing KLA-TENCOR CORP: Feb. 6 Hearing Set for Demurrer to "Crimi" Suit KLA-TENCOR Corp: Seeks Nixing of Claim in Del. Derivative Suit OSHKOSH CORP: Faces Several Securities Fraud Suits in Wisconsin PREMIERE GLOBAL: Settlement of "Gibson" Lawsuit Pending Approval VERTRUE INC: Faces Deceptive Marketing Suit Over Infomercials VISTAPRINT LTD: Suits Over Membership Discounts Pending in Texas New Securities Fraud Cases BANK OF AMERICA: Stull Stull Announces Securities Lawsuit Filing GSI GROUP: Howard G. Smith Announces Securities Lawsuit Filing LEVEL 3 COMMS: Coughlin Stoia Files Colo. Securities Fraud Suit LEVEL 3 COMMS: Glancy Binkow Files Colo. Securities Fraud Suit ********* ALTRIA GROUP: 18 "Lights/Ultra Lights" Cases Pending at Jan. 22 --------------------------------------------------------------- Eighteen "Lights/Ultra Lights" class actions are pending against Altria Group, Inc., and its subsidiary, Philip Morris USA Inc. (PM USA), in various jurisdictions in the United States. The plaintiffs in these class actions (some of which have not been certified as such), allege, among other things, that the uses of the terms "Lights" and/or "Ultra Lights" constitute deceptive and unfair trade practices, common law fraud, or RICO violations, and seek injunctive and equitable relief, including restitution and, in certain cases, punitive damages. These class actions have been brought against PM USA and, in certain instances, Altria Group, Inc. or its subsidiaries, on behalf of individuals who purchased and consumed various brands of cigarettes, including Marlboro Lights, Marlboro Ultra Lights, Virginia Slims Lights and Superslims, Merit Lights and Cambridge Lights. Defenses raised in these cases include lack of misrepresentation, lack of causation, injury, and damages, the statute of limitations, express preemption by the Federal Cigarette Labeling and Advertising Act ("FCLAA") and implied preemption by the policies and directives of the Federal Trade Commission ("FTC"), non-liability under state statutory provisions exempting conduct that complies with federal regulatory directives, and the First Amendment. As of Jan. 22, 2009, eighteen cases are pending as follows: Arkansas (2), Delaware (1), Florida (1), Illinois (2), Maine (1), Massachusetts (1), Minnesota (1), Missouri (1), New Hampshire (1), New Jersey (1), New Mexico (1), New York (1), Oregon (1), Tennessee (1), and West Virginia (2). Other entities have stated that they are considering filing such actions against Altria Group, Inc. and PM USA, according to the company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on Jan. 29, 2009. Altria Group, Inc. -- http://www.altria.com/-- is the holding company of Philip Morris USA Inc. (PM USA) and John Middleton, Inc., which are engaged in the manufacture and sale of cigarettes and other tobacco products. Philip Morris Capital Corporation (PMCC), another wholly owned subsidiary, maintains a portfolio of leveraged and direct finance leases. The company's segments are U.S. tobacco; European Union; Eastern Europe, Middle East and Africa; Asia; Latin America, and Financial Services. In March 2008, the Company completed the spin-off of Philip Morris International Inc., a wholly owned subsidiary. In January 2009, the Company completed the acquisition of UST Inc. ALTRIA GROUP: Engle Class Member's Extension Bid Denied in Jan. --------------------------------------------------------------- The Florida Supreme Court, on Jan. 7, 2009, denied the petition by the attorneys for a putative former Engle class member to permit members of the class additional time to file individual lawsuits, according to Altria Group, Inc.'s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on Jan. 29, 2009. In July 2000, in the second phase of the Engle smoking and health class action in Florida, a jury returned a verdict assessing punitive damages totaling approximately $145 billion against various defendants, including $74 billion against the company's subsidiary, Philip Morris USA Inc. (PM USA). Following entry of judgment, PM USA posted a bond in the amount of $100 million and appealed. In May 2001, the trial court approved a stipulation providing that execution of the punitive damages component of the Engle judgment will remain stayed against PM USA and the other participating defendants through the completion of all judicial review. In May 2003, the Florida Third District Court of Appeal reversed the judgment entered by the trial court and instructed the trial court to order the decertification of the class. Plaintiffs petitioned the Florida Supreme Court for further review. In July 2006, the Florida Supreme Court ordered that the punitive damages award be vacated, that the class approved by the trial court be decertified, and that members of the decertified class could file individual actions against defendants within one year of issuance of the mandate. In February 2008, PM USA paid a total of $2,964,685, which represents its share of compensatory damages and interest to the two individual plaintiffs identified in the Florida Supreme Court's order. In August 2006, PM USA sought rehearing from the Florida Supreme Court on parts of its July 2006 opinion, including the ruling that certain jury findings have res judicata effect in subsequent individual trials timely brought by Engle class members. The rehearing motion also asked, among other things, that legal errors that were raised but not expressly ruled upon in the Third District Court of Appeal or in the Florida Supreme Court now be addressed. Plaintiffs also filed a motion for rehearing in August 2006 seeking clarification of the applicability of the statute of limitations to non-members of the decertified class. In December 2006, the Florida Supreme Court refused to revise its July 2006 ruling, except that it revised the set of Phase I findings entitled to res judicata effect by excluding the finding relating to agreement to misrepresent information, and added the finding that defendants sold or supplied cigarettes that, at the time of sale or supply, did not conform to the representations of fact made by defendants. In January 2007, the Florida Supreme Court issued the mandate from its revised opinion. Defendants then filed a motion with the Florida Third District Court of Appeal requesting that the court address legal errors that were previously raised by defendants but have not yet been addressed either by the Third District Court of Appeal or by the Florida Supreme Court. In February 2007, the Third District Court of Appeal denied defendants' motion. In May 2007, defendants' motion for a partial stay of the mandate pending the completion of appellate review was denied by the Third District Court of Appeal. In May 2007, defendants filed a petition for writ of certiorari with the U.S. Supreme Court. In October 2007, the Supreme Court denied defendants' petition. In November 2007, the Supreme Court denied defendants' petition for rehearing from the denial of their petition for writ of certiorari. In February 2008, the trial court decertified the class except for purposes of the May 2001 bond stipulation, and formally vacated the punitive damage award pursuant to the Florida Supreme Court's mandate. In April 2008, the trial court ruled that certain defendants, including PM USA, lacked standing with respect to allocation of the funds escrowed under the May 2001 bond stipulation and will receive no credit at this time from the $500 million paid by PM USA against any future punitive damages awards in cases brought by former Engle class members. In May 2008, the trial court, among other things, decertified the limited class maintained for purposes of the May 2001 bond stipulation and, in July 2008, severed the remaining plaintiffs' claims except for those of Howard Engle. The only remaining plaintiff in the Engle case, Howard Engle, voluntarily dismissed his claims with prejudice. In July 2008, attorneys for a putative former Engle class member petitioned the Florida Supreme Court to permit members of the Engle class additional time to file individual lawsuits. The Florida Supreme Court denied this petition on Jan. 7, 2009. Altria Group, Inc. -- http://www.altria.com/-- is the holding company of Philip Morris USA Inc. (PM USA) and John Middleton, Inc., which are engaged in the manufacture and sale of cigarettes and other tobacco products. Philip Morris Capital Corporation (PMCC), another wholly owned subsidiary, maintains a portfolio of leveraged and direct finance leases. The company's segments are U.S. tobacco; European Union; Eastern Europe, Middle East and Africa; Asia; Latin America, and Financial Services. In March 2008, the Company completed the spin-off of Philip Morris International Inc., a wholly owned subsidiary. In January 2009, the Company completed the acquisition of UST Inc. ALTRIA GROUP: Faces Suit by Smokers Seeking Medical Monitoring -------------------------------------------------------------- Altria Group, Inc., and its subsidiary, Philip Morris USA Inc. (PM USA), face a purported class action filed on behalf of a purported class of cigarette smokers who seek medical monitoring (Peoples). On Nov. 17, 2008, the purported class action naming PM USA, Altria Group, and the other major cigarette manufacturers as defendants was filed in the U.S. District Court for the Northern District of Georgia. The plaintiffs allege that the tobacco companies conspired to convince the National Cancer Institute ("NCI") to not recommend spiral CT scans to screen for lung cancer and plaintiffs assert claims based on defendants' purported violations of the Racketeer Influenced and Corrupt Organizations Act ("RICO"). The complaint identifies the purported class as all residents of the State of Georgia who, by virtue of their age and history of smoking cigarettes, are at increased risk for developing lung cancer; are fifty years of age or older; have cigarette smoking histories of 20 pack-years or more; and are covered by an insurance company, Medicare, Medicaid or a third party medical payor. The plaintiffs seek relief in the form of the creation of a fund for medical monitoring and punitive damages, according to the company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on Jan. 29, 2009. Altria Group, Inc. -- http://www.altria.com/-- is the holding company of Philip Morris USA Inc. (PM USA) and John Middleton, Inc., which are engaged in the manufacture and sale of cigarettes and other tobacco products. Philip Morris Capital Corporation (PMCC), another wholly owned subsidiary, maintains a portfolio of leveraged and direct finance leases. The company's segments are U.S. tobacco; European Union; Eastern Europe, Middle East and Africa; Asia; Latin America, and Financial Services. In March 2008, the Company completed the spin-off of Philip Morris International Inc., a wholly owned subsidiary. In January 2009, the Company completed the acquisition of UST Inc. ALTRIA GROUP: PM USA Continues to Face "Lights" Suit in Israel -------------------------------------------------------------- Altria Group, Inc.'s subsidiary, Philip Morris USA Inc. (PM USA), as of Dec. 31, 2008, is a named defendant in a "Lights" class action in Israel. In addition, as of Dec. 31, 2008, PM USA is a named defendant in a health care cost recovery action in Israel. PM USA is a named defendant in two health care cost recovery actions in Canada, one of which also names Altria Group, Inc. as a defendant. The class action suit alleges that the uses of the terms "Lights" and "Ultra Lights" constitute deceptive and unfair trade practices, common law fraud, or violations of the Racketeer Influenced and Corrupt Organizations Act (RICO). No further detailks regarding the lawsuits were provided by the company in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on Jan. 29, 2009. Altria Group, Inc. -- http://www.altria.com/-- is the holding company of Philip Morris USA Inc. (PM USA) and John Middleton, Inc., which are engaged in the manufacture and sale of cigarettes and other tobacco products. Philip Morris Capital Corporation (PMCC), another wholly owned subsidiary, maintains a portfolio of leveraged and direct finance leases. The company's segments are U.S. tobacco; European Union; Eastern Europe, Middle East and Africa; Asia; Latin America, and Financial Services. In March 2008, the Company completed the spin-off of Philip Morris International Inc., a wholly owned subsidiary. In January 2009, the Company completed the acquisition of UST Inc. ALTRIA GROUP: To Appeal Ruling in "Scott" Smoking & Health Suit --------------------------------------------------------------- The defendants in the "Scott" class action, including Altria Group, Inc.'s subsidiary, Philip Morris USA Inc. (PM USA), have been granted permission to appeal, according to the company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on Jan. 29, 2009. In July 2003, following the first phase of the trial in the Scott class action, in which plaintiffs sought creation of a fund to pay for medical monitoring and smoking cessation programs, a Louisiana jury returned a verdict in favor of defendants, including PM USA, in connection with plaintiffs' medical monitoring claims, but also found that plaintiffs could benefit from smoking cessation assistance. The jury also found that cigarettes as designed are not defective but that the defendants failed to disclose all they knew about smoking and diseases and marketed their products to minors. In May 2004, in the second phase of the trial, the jury awarded plaintiffs approximately $590 million against all defendants jointly and severally, to fund a 10-year smoking cessation program. In June 2004, the court entered judgment, which awarded plaintiffs the approximately $590 million jury award plus prejudgment interest accruing from the date the suit commenced. PM USA's share of the jury award and prejudgment interest has not been allocated. Defendants, including PM USA, appealed. Pursuant to a stipulation of the parties, the trial court entered an order setting the amount of the bond at $50 million for all defendants in accordance with an article of the Louisiana Code of Civil Procedure, and a Louisiana statute (the "bond cap law"), fixing the amount of security in civil cases involving a signatory to the Master Settlement Agreement. In February 2007, the Louisiana Court of Appeal issued a ruling on defendants' appeal that, among other things: affirmed class certification but limited the scope of the class; struck certain of the categories of damages included in the judgment, reducing the amount of the award by approximately $312 million; vacated the award of prejudgment interest, which totaled approximately $444 million as of Feb. 15, 2007; and ruled that the only class members who are eligible to participate in the smoking cessation program are those who began smoking before, and whose claims accrued by, Sept. 1, 1988. As a result, the Louisiana Court of Appeal remanded the case for proceedings consistent with its opinion, including further reduction of the amount of the award based on the size of the new class. In March 2007, the Louisiana Court of Appeal rejected defendants' motion for rehearing and clarification. In January 2008, the Louisiana Supreme Court denied plaintiffs' and defendants' petitions for writ of certiorari. Following the Louisiana Supreme Court's denial of defendants' petition for writ of certiorari, PM USA recorded a provision of $26 million in connection with the case. In March 2008, plaintiffs filed a motion to execute the approximately $279 million judgment plus post-judgment interest or, in the alternative, for an order to the parties to submit revised damages figures. Defendants filed a motion to have judgment entered in favor of defendants based on accrual of all class member claims after Sept. 1, 1988 or, in the alternative, for the entry of a case management order. In April 2008, the Louisiana Supreme Court denied defendants' motion to stay proceedings and the defendants filed a petition for writ of certiorari with the U.S. Supreme Court. In June 2008, the U.S. Supreme Court denied the defendant's petition. Plaintiffs filed a motion to enter judgment in the amount of approximately $280 million (subsequently changed to approximately $264 million) and defendants filed a motion to enter judgment in their favor dismissing the case entirely or, alternatively, to enter a case management order for a new trial. In July 2008, the trial court entered an Amended Judgment and Reasons for Judgment denying both motions, but ordering defendants to deposit into the registry of the court the sum of $263,532,762 plus post-judgment interest of $87.7 million (as of Dec. 31, 2008) while stating, however, that the judgment award "may be satisfied with something less than a full cash payment now" and that the court would "favorably consider" returning unused funds annually to defendants if monies allocated for that year were not fully expended. In September 2008, defendants filed an application for writ of mandamus or supervisory writ to secure the right to appeal with the Louisiana Circuit Court of Appeals. The appellate court, on Nov. 17, 2008, granted the defendants' writ and directed the trial court to enter an order permitting the appeal and to set the appeal bond in accordance with Louisiana law. Plaintiffs' supervisory writ petition to the Louisiana Supreme Court was denied on Dec. 10, 2008. On Dec. 15, 2008, the trial court entered an order permitting the appeal and approving a $50 million bond for all defendants in accordance with the Louisiana "bond cap law." Altria Group, Inc. -- http://www.altria.com/-- is the holding company of Philip Morris USA Inc. (PM USA) and John Middleton, Inc., which are engaged in the manufacture and sale of cigarettes and other tobacco products. Philip Morris Capital Corporation (PMCC), another wholly owned subsidiary, maintains a portfolio of leveraged and direct finance leases. The company's segments are U.S. tobacco; European Union; Eastern Europe, Middle East and Africa; Asia; Latin America, and Financial Services. In March 2008, the Company completed the spin-off of Philip Morris International Inc., a wholly owned subsidiary. In January 2009, the Company completed the acquisition of UST Inc. ALTRIA GROUP: Two Smoking & Health Cases Pending in N.Y. & Mass. ---------------------------------------------------------------- Two purported smoking and health class actions are pending in New York and Massachusetts against Altria Group, Inc.'s subsidiary, Philip Morris USA Inc. (PM USA), according to the company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on Jan. 29, 2009. The purported class actions against PM USA have been brought on behalf of each state's respective residents who: are age 50 or older; have smoked the Marlboro brand for 20 pack-years or more; and have neither been diagnosed with lung cancer nor are under investigation by a physician for suspected lung cancer. The lawsuits are: (1) Caronia, filed in January 2006 in the U.S. District Court for the Eastern District of New York; and (2) Donovan, filed in December 2006, in the U.S. District Court for the District of Massachusetts. The plaintiffs in these cases seek to impose liability under various product-based causes of action and the creation of a court- supervised program providing members of the purported class Low Dose CT Scanning in order to identify and diagnose lung cancer. Neither claim seeks punitive damages. The plaintiffs' motion for class certification and defendant's motion for summary judgment are pending in Caronia. Defendants' motions for summary judgment and judgment on the pleadings and plaintiffs' motion for class certification are pending in Donovan. In Donovan, the district court entered an order on Dec. 31, 2008, expressing an intention to certify questions to the Supreme Judicial Court of Massachusetts regarding the medical monitoring and statute of limitations issues. Altria Group, Inc. -- http://www.altria.com/-- is the holding company of Philip Morris USA Inc. (PM USA) and John Middleton, Inc., which are engaged in the manufacture and sale of cigarettes and other tobacco products. Philip Morris Capital Corporation (PMCC), another wholly owned subsidiary, maintains a portfolio of leveraged and direct finance leases. The company's segments are U.S. tobacco; European Union; Eastern Europe, Middle East and Africa; Asia; Latin America, and Financial Services. In March 2008, the Company completed the spin-off of Philip Morris International Inc., a wholly owned subsidiary. In January 2009, the Company completed the acquisition of UST Inc. APPLEBEE'S INT'L: California Employees File Suit for Paychecks -------------------------------------------------------------- Applebee's International, Inc. is facing a purported class- action suit in California by Ventura County Applebee's employees who are seeking for their final paychecks after being laid off, KEY News Ventura County Bureau Chief Tracy Lehr report. Former employees at restaurant franchises in Ventura, Camarillo, Simi Valley, and Thousand Oaks say they were among the last to learn that their locations were closing down two weeks ago. This week, many of the staff received letters saying that franchise owner John Gantes lacks the money to issue final paychecks because of the economy, according to the KEY News report. BANK OF AMERICA: Faces N.Y. Litigation Alleging ERISA Violations ---------------------------------------------------------------- SEATTLE, Feb. 3, 2009 /PRNewswire/ -- Bank of America (NYSE: BAC) employees earlier this week filed a class-action lawsuit against their employer and other 401(k) Plan fiduciaries, claiming the banking giant misled them and other shareholders about the impact of its Dec. 5, 2008 acquisition of Merrill Lynch, a move that the suit claims caused BAC shares to plunge in value, causing the employees' retirement fund to lose hundreds of millions of dollars. A lawsuit, filed in U.S. District Court in New York, claims the company violated the Employee Retirement Income Securities Act (ERISA) by failing to exercise the skill, care, prudence, and diligence required in administering employee retirement plans and assets. The suit claims specifically that Bank of America (BoA) proxy statements, sent to all BoA shareholders including employees who participated in the company's retirement plan, significantly overvalued Merrill Lynch's assets and did not disclose many aspects of the teetering investment-bank's financial condition. Reports indicate BoA CEO Ken Lewis repeatedly assured employees that all was well with the company -- even on the eve of the stunning announcements that would send BAC shares tumbling. "The law is clear that the fiduciary's obligation to protect employees' retirement funds is the highest under the law," said Steve Berman, managing partner of Hagens Berman Sobol Shapiro. "It is clear to us that the defendants failed in that responsibility by a long, long way." Late last month, Bank of America stock dropped 50 percent from $10.20 a share on Jan. 14, 2009 to $5.10 a share on Jan. 20, 2009. Since September 2008, company stock has seen a total drop of 80 percent causing hundreds of millions of dollars in losses to the company's 401(k) plan. Amidst the collapse on Jan. 15, 2009, BoA issued a memo to employee plan participants claiming, "The core of our company, Bank of America, remains strong. We are one of the world's leading financial institutions with broad earnings diversity and a large growing deposit base." In September 2008, Bank of America began talks with Merrill Lynch regarding an acquisition. Less than two days after talks began, BoA announced the acquisition and assured investors, including plan participants, that the company conducted due diligence in reviewing risks. In November 2008, all shareholders, including employee Plan participants, received a detailed proxy statement urging shareholders to vote in favor of the acquisition. According to the lawsuit, the proxy contained material misstatements and omissions while significantly overvaluing Merrill Lynch's assets. Leading up to the stock's largest collapse in January, stockholders and employees learned the company would receive a $20 billion investment in preferred stock from the federal government. Unfortunately, that same day the company announced fourth quarter losses of $1.79 billion and a shocking $15.31 billion fourth quarter net loss from Merrill Lynch, its recently acquired asset. Under ERISA law, breaching fiduciaries have an obligation to restore to the plan any losses resulting from their breaches. The lawsuit claims this responsibility falls on the company, its CEO and Chairman, Kenneth Lewis, the company's corporate benefits committee and the company's directors. The employee 401(k) plan consists of two components, the employee stock ownership plan (ESOP) and the profit-sharing portion. All employees at Bank of America and its subsidiaries are eligible for enrollment and participation. As of December 31, 2007, the plan held about 75 million shares of BoA common stock, with a market value of $ 3 billion. According to BoA reports in early 2007, more than 200,000 employees participated in the plan. The lawsuit seeks to represents all plan participants from Sept. 15, 2008 until present whose accounts included investments in company stock. For more details, contact: Steve Berman (Steve@hbsslaw.com) Hagens Berman Sobol Shapiro Phone: (206) 623-7292 Web site: http://www.hbsslaw.com/bacerisa BANK OF AMERICA: Faces Stock-Drop Suit in N.Y. Over Acquisitions ---------------------------------------------------------------- Bank of America Corp. is facing a purported class-action suit in New York alleging that the company's acquisitions of Countrywide Financial Corp. and Merrill Lynch left BoA exposed to "toxic" subprime mortgage-related assets, Fred Schneyer of Planadviser.com reports. The participant stock-drop suit was filed in the U.S. District Court for the Southern District of New York on Jan. 29, 2009 by BoA employee Vernon C. Dailey under the caption, "Dailey v. Bank of America Corp., S.D.N.Y., No. 1:09-cv-00851-JGK." It seeks class-action status and charges that the plan kept company stock as a 401(k) investment option beyond the point when it was still prudent to do so. According to the complaint, throughout the suggested class period from Jan. 11, 2008, to the present, the plan included stock as an investment option and the plan held over $3 billion in BoA stock, which represented nearly 32% of the plan's total investments as of Dec. 31, 2007, reports Planadviser.com. Mr. Dailey alleged in his lawsuit that BoA breached its Employee Retirement Income Security Act on 1974 fiduciary duties by making misrepresentations about the company's failure to adequately assess the merits of BoA's acquisition of both Countrywide and Merrill. According to the complaint, "[T]he plan's fiduciaries knew or should have known that, as a result of the acquisition of these two toxic 'black boxes,' the financial health of BOA was in serious doubt and that allowing Plan Participants to continue to invest their retirement savings in BOA stock in the wake of these acquisitions was imprudent." Planadviser.com reported that Mr. Dailey also alleged in the lawsuit that BoA's Countrywide acquisition in January 2008 catapulted BoA from the fifth largest mortgage originator and sixth largest mortgage to the top of both originating and servicing lists when the U.S. housing market had begun its collapse. In addition, the complaint alleged that BoA only carried out two days worth of due diligence for its agreement to acquire Merrill for $50 billion worth of BoA stock. Shortly after the Merrill acquisition, BoA announced it would be required to accept money from the federal government's bailout package in exchange for preferred stock of the company. BoA claimed the federal bailout was necessary to "backstop future losses" on $118 billion in "toxic assets" it had acquired primarily from Merrill's portfolio, reports Planadviser.com. The defendants breached their fiduciary duties by encouraging BoA workers to put money into BoA stock and failing to give the employees accurate information about the "grave risks posed by BoA's reckless acquisitions of Countrywide and Merrill Lynch," the lawsuit alleged, according to the Planadviser.com report. CA INC: Oral Arguments on Wyly Litigants Appeals Set for March 9 ---------------------------------------------------------------- The appeals by Sam Wyly and certain related parties from the court-approved settlement of stockholder class-action lawsuits against CA, Inc. that were filed in the U.S. District Court for the Eastern District of New York are expected to be scheduled for oral argument for the week of March 9, 2009, according to CA, Inc.'s Jan. 30, 2008 Form 10- filing with the U.S. Securities and Exchange Commission for the quarter ended Dec. 31, 2008. The company, its former Chairman and CEO Charles B. Wang, its former Chairman and CEO Sanjay Kumar, its former Chief Financial Officer Ira Zar, and its Vice Chairman and Founder Russell M. Artzt were defendants in one or more stockholder class-action lawsuits filed in July 1998, February 2002, and March 2002 in the Federal Court, alleging, among other things, that a class consisting of all persons who purchased the Company's Common Stock during the period from Jan. 20, 1998 until July 22, 1998 were harmed by misleading statements, misrepresentations, and omissions regarding the Company's future financial performance. In addition, in May 2003, a class-action lawsuit captioned, "John A. Ambler v. Computer Associates International, Inc., et al.," was filed in the Federal Court. The complaint in this matter, a purported class action on behalf of the CA Savings Harvest Plan (the CASH Plan) and the participants in, and beneficiaries of, the CASH Plan for a class period from March 30, 1998 through May 30, 2003, asserted claims of breach of fiduciary duty under the federal Employee Retirement Income Security Act (ERISA). The named defendants were the Company, the Company's Board of Directors, the CASH Plan, the Administrative Committee of the CASH Plan, and certain current or former employees and/or former directors of the Company: Messrs. Wang, Kumar, Zar, Artzt, Peter A. Schwartz, and Charles P. McWade; and various unidentified alleged fiduciaries of the CASH Plan. The complaint alleged that the defendants breached their fiduciary duties by causing the CASH Plan to invest in Company securities and sought damages in an unspecified amount. On Aug. 25, 2003, the Company announced the settlement of the class-action lawsuits against the Company and certain of its present and former officers and directors, alleging misleading statements, misrepresentations, and omissions regarding the Company's financial performance, as well as breaches of fiduciary duty. As part of the class action settlement, which was approved by the Federal Court in December 2003, the Company agreed to issue a total of up to 5.7 million shares of Common Stock to the stockholders represented in the three class action lawsuits, including payment of attorneys' fees. The Company has completed the issuance of the settlement shares as well as payment of US$3.3 million to the plaintiffs' attorneys in legal fees and related expenses. On Dec. 7, 2004, a motion to vacate the Order of Final Judgment and Dismissal entered by the Federal Court in December 2003 in connection with the settlement of the 1998 and 2002 stockholder lawsuits was filed by the Wyly Litigants. The motion sought to reopen the settlement to permit the moving stockholders to pursue individual claims against certain present and former officers of the Company. The motion stated that the moving stockholders did not seek to file claims against the Company. In a memorandum and order dated Aug. 2, 2007, the Federal Court denied all of the 60(b) Motions and reaffirmed the 2003 settlements. On Aug. 24, 2007, the Wyly Litigants filed notices of appeal of the August 2 decision. On Aug. 16, 2007, the Special Litigation Committee filed a motion to amend or clarify the August 2 decision, and the Company joined that motion. On Sept. 12 and Oct. 4, 2007, the Federal Court issued opinions denying the motions to amend or clarify. On Sept. 18, 2007, the Wyly Litigants filed notices of appeal of the September 12 decision. The Company filed notices of cross-appeal of the September 12 and October 4 decisions on Nov. 2, 2007. On July 28, 2008, the Wyly Litigants served their opening briefs. On Sept. 11, 2008, the Company filed its brief in opposition to the Wyly Litigants' appeals. Also on Sept. 11, 2008, current CA director The Honorable Alfonse M. D'Amato and former CA directors Richard Grasso, Shirley Strum Kenny, Jay Lorsch, Roel Pieper, Lewis Ranieri, Walter Schuetze, Willem F.P. de Vogel and Charles Wang filed briefs in opposition to the Wyly Litigants' appeals. On Oct. 9, 2008, the Wyly Litigants filed a reply brief in support of their appeals in the class actions. Islandia, N.Y.-based CA, Inc. -- http://www.ca.com/-- provides tools for managing networks, databases, applications, storage, security, and other systems. INDEVUS PHARMACEUTICALS: Faces Del. Litigation Over Endo Merger --------------------------------------------------------------- Indevus Pharmaceuticals Inc. is facing proposed shareholder class-action lawsuit that seeks to block a merger with Endo Pharmaceuticals Holdings Inc., claiming Endo's $4.50 a share offer undervalues the specialty drug company, Law360 reports. Shareholder Stefen Hell filed the suit on Jan. 30, 2009 in the Delaware Court of Chancery against Indevus, its directors, Endo and BTB Purchaser Inc., the Endo subsidiary that made the tender, according to Law360. INTERWOVEN INC: Levi & Korsinsky Announces Investor Suit Filing --------------------------------------------------------------- NEW YORK, Feb. 3, 2009 (GLOBE NEWSWIRE) -- Levi & Korsinsky ("L&K") announces the commencement of a shareholder class action lawsuit for breaches of fiduciary duty and other violations of state law against, inter alia, the board of directors of Interwoven, Inc. ("Interwoven" or the "Company") (Nasdaq:IWOV) arising out of their attempt to sell the Company to Autonomy Corporation plc. Under the terms of the agreement, shareholders of Interwoven will receive $16.20 cash for each share of Interwoven they own. The transaction is unfair, given that, among other things, the Company's shares traded above $16 per share as recently as August 2008 and the Company reported significant earnings per share improvement and a 90.5% increase in net income in the most recent quarter as compared to the same quarter last year. Also, the sales process the Company conducted was flawed given that, in contravention of their fiduciary duties to maximize shareholder value, the Company's Board failed to conduct a reasonable sales process, agreed to a post-agreement "no-solicitation" provision and agreed to a $25 million termination fee which will ensure no superior offer will ever be forthcoming. The proposed acquisition is subject to customary conditions and regulatory approvals. For more details, contact: Eduard Korsinsky, Esq. Juan E. Monteverde, Esq. Levi & Korsinsky, LLP 39 Broadway, Suite 1601 New York, NY 10006 Phone: (212) 363-7500 Fax: (212) 363-7171 http://www.zlk.com KLA-TENCOR CORP: Feb. 6 Hearing Set for Demurrer to "Crimi" Suit ---------------------------------------------------------------- KLA-Tencor Corp.'s demurrer to a purported class-action lawsuit that was recently remanded back to the Superior Court of the State of California for the County of Santa Clara is scheduled to be heard on Feb. 6, 2009. The plaintiff, Chris Crimi, filed the putative class-action complaint on Sept. 4, 2007, in the Superior Court of the State of California for the County of Santa Clara against the company and certain of its current and former directors and officers. The plaintiff seeks to represent a class consisting of persons who held KLA-Tencor common stock between Sept. 20, 2002, and Sept. 27, 2006. The suit alleges causes of action for breach of fiduciary duty and rescission based on alleged misstatements and omissions in the company's filings with the Securities and Exchange Commission concerning the company's past stock option grants. It seeks unspecified damages based upon purported dilution of the company's stock, injunctive relief, and rescission. Aside from the company, the defendants named in the suit are: -- Edward W. Barnholt, -- H. Raymond Bingham, -- Robert T. Bond, -- Richard J. Elkus, Jr., -- Stephen P. Kaufman, -- Kenneth Levy, -- Michael E. Marks, -- Dean O. Morton, -- Kenneth L. Schroeder, -- Jon D. Tompkins, and -- Richard P. Wallace. The company filed a motion to stay the case pending the resolution of other option-related litigation, as well as a demurrer asking the court to dismiss the case on the ground that the claims have no merit. On Feb. 29, 2008, the court sustained the company's demurrer and granted the plaintiff leave to file an amended complaint. The plaintiff filed an amended complaint reasserting his original claims and adding a claim under section 1507 of the California Corporations Code on April 1, 2008. On April 30, 2008, the company removed the suit to the U.S. District Court for the Northern District of California. The Company then filed a motion to dismiss the action in the Northern District of California, which was granted in part, with the remaining claims being remanded back to the California Superior Court on Sept. 12, 2008. This litigation is at an early stage, and the individual defendants have not yet been required to respond to the complaint, according to the company's Jan. 29, 2009 Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended Dec. 31, 2008. The company has filed a demurrer to plaintiff's Second Amended Complaint, which is scheduled to be heard on Feb. 6, 2009. The suit is "Crimi v. Barnholt et al., Case No. 3:08-cv-02249- CRB," filed in the U.S. District Court for the Northern District of California, Judge Charles R. Breyer, presiding. Representing the plaintiffs is: Patrice L. Bishop, Esq. Stull, Stull & Brody 10940 Wilshire Boulevard, Suite 2300 Los Angeles, CA 90024 Phone: 310-209-2468 Fax: 310-209-2087 e-mail: service@ssbla.com Representing the defendants is: Matthew S. Weiler, Esq. (mweiler@morganlewis.com) Attorney at Law One Market, Spear Street San Francisco, CA 94105-1126 Phone: 415-442-1000 Fax: 415-442-1001 KLA-TENCOR Corp: Seeks Nixing of Claim in Del. Derivative Suit -------------------------------------------------------------- KLA-Tencor Corp.'s motion to dismiss a putative class-action claim brought by a plaintiff claiming to be a KLA-Tencor shareholder remains under submission, according to the company's Jan. 29, 2009 Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended Dec. 31, 2008. As part of a derivative lawsuit filed in the Delaware Chancery Court on July 21, 2006, which has been stayed pending a ruling on the motion to terminate a federal derivative action, a plaintiff claiming to be a KLA-Tencor shareholder also asserted a separate putative class action claim against the Company and certain of its current and former directors and officers. The plaintiff alleges that shareholders incurred damage due to purported dilution of KLA-Tencor common stock resulting from historical stock option granting practices. KLA-Tencor Corporation -- http://www.kla-tencor.com/-- is a supplier of process control and yield management solutions for the semiconductor and related microelectronics industries. Its products are also used in a number of other industries, including light emitting diode (LED) and data storage manufacturing, and solar process development and control. The Company's portfolio of products, services and software are designed to help integrated circuit (IC) manufacturers manage yield throughout the entire fabrication process, from research and development to final volume production. In June 2008, KLA- Tencor completed its acquisition of ICOS Vision Systems Corporation NV, a supplier of packaging and interconnect inspection solutions for the semiconductor industry. Its offerings are categorized into four groups: Defect Inspection, Metrology, Product related services and Software. In October 2008, the Company acquired Microelectronic Inspection Equipment (MIE) business unit of Vistec Semiconductor Systems. OSHKOSH CORP: Faces Several Securities Fraud Suits in Wisconsin --------------------------------------------------------------- Oshkosh Corp. defends several purported securities fraud class- action lawsuits filed in the U.S. District Court for the Eastern District of Wisconsin, according to the company's Jan. 30, 2009 Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended Dec. 31, 2008. On Sept. 19, 2008, a purported shareholder of Oshkosh Corp. filed a complaint, seeking certification of a class-action status, in the U.S. District Court for the Eastern District of Wisconsin docketed as "Iron Workers Local No. 25 Pension Fund on behalf of itself and all others similarly situated v. Oshkosh Corporation and Robert G. Bohn." The lawsuit alleges, among other things, that the company violated the U.S. Securities Exchange Act of 1934 by making materially inadequate disclosures and material omissions leading to the company's issuance of revised earnings guidance and announcement of an impairment charge on June 26, 2008. Since the initial lawsuit, other suits containing substantially similar allegations were filed. The suit is "Iron Workers Local No 25 Pension Fund v. Oshkosh Corporation et al., Case No. 2:08-cv-00797-WEC," filed in the U.S. District Court for the Eastern District of Wisconsin, Judge William E. Callahan, Jr., presiding. Representing the plaintiffs are: Guri Ademi, Esq. (gademi@ademilaw.com) Ademi & O'Reilly LLP 3620 E Layton Ave Cudahy, WI 53110 Phone: 414-482-8000 Fax: 414-482-8001 - and - David A. Rosenfeld, Esq. (drosenfeld@csgrr.com) Coughlin Stoia Geller Rudman & Robbins LLP 58 S. Service Rd � Ste. 200 Melville, NY 11747 Phone: 631-367-7100 Fax: 631-367-1173 PREMIERE GLOBAL: Settlement of "Gibson" Lawsuit Pending Approval ---------------------------------------------------------------- The settlement of a purported class-action suit entitled, "Gibson & Co. Ins. Brokers, Inc., et al. v. The Quizno's Corporation, et al.," is subject to court approval, according to Premiere Global Services, Inc.'s Jan. 30, 2009 Form 10-K/A filing with the U.S. Securities and Exchange Commission for the fiscal year ended Dec. 31, 2007. On May 18, 2007, Gibson & Co. Ins. Brokers, Inc. served an amended complaint on Premiere Global Services, Inc. and its subsidiary, Xpedite, in the purported class-action suit pending in U.S. District Court for the Central District of California. The underlying complaint alleges that Quizno's sent unsolicited fax advertisements on or about Nov. 1, 2005 in violation of the federal Telephone Consumer Protection Act of 1991, as amended, and seeks damages of $1,500 per fax for alleged willful conduct in sending of the faxes. On June 26, 2007, the company answered the plaintiff's amended complaint, including asserting cross-claims against the Quizno's defendants. On June 29, 2007, the Quizno's defendants filed their answer and asserted cross-claims against the company. On July 31, 2007, the court entered an order in which it granted certain Quizno's defendants' motion to dismiss and denied the motion with respect to other Quizno's entities. On Sept. 7, 2007, plaintiff proceeded to file another amended complaint against the Quizno's defendants, Growth Partners (Quizno's consultant), and the company. On Sept. 21, 2007, the company filed its answer and affirmative defenses. Certain Quizno's defendants filed a Motion to Dismiss, which was denied by the Court on Dec. 7, 2007. Subsequently, the company filed cross-claims against the other defendants and the Quizno's defendants filed cross-claims against the company. The case is in discovery, and no class has yet been certified. The company has asserted indemnity rights against its customer Quizno's, a defendant in this case, and insurance coverage against its insurer. The company's insurer has agreed to participate in its defense in connection with the plaintiff's claims against the company, subject to certain reservations of rights and the terms of the policy, including policy limits and deductibles. On Feb. 12 and Feb. 13, 2008, the parties engaged in mediation. The parties have reached a global settlement in principle that should resolve all claims and cross-claims and have filed a stipulation with the court informing the court and extending the various deadlines. The settlement is subject to final documentation by the parties and approval by the court. The company's financial contribution to the settlement will be well below the limits of its insurance policy. Premiere Global Services, Inc. -- http://www.premiereglobal.com/ -- is a global provider of communication technologies-based solutions. The company's Premiere Global Communications Operating System (PGiCOS), delivers multiple industry- and function-specific business applications. The company hosts its applications on its enterprise-class platforms, which comprises server and network operations centers located worldwide. Premiere Global Services, Inc. offers access to PGiCOS through its Web portal, PGiConnect.com, which enables customers to use the Company's applications directly from their desktop or mobile device. The company's applied communication technologies are grouped into five solution sets: Conferencing & Collaboration, Desktop Document Solutions, Enterprise Document Solutions, Notifications & Reminders and eMarketing. VERTRUE INC: Faces Deceptive Marketing Suit Over Infomercials ------------------------------------------------------------- Vertrue, Inc. is facing a purported class-action suit in Ohio involving infomercials that was filed by a local couple and the Cleveland law firm that represents them, Duane Pohlman of NewsChannel5 reports. The suit against Vertrue, which used to be known as Memberworks, claims that some popular infomercials led to unauthorized charges on the couple's credit card. Rita Smith told NewsChannel5 that the ads for the high-profile Billy Blanks workout tapes Tae Bo was irresistible, so she called and ordered the videos. She was pleased with the product but when she and her husband, Preston, began reviewing their credit card bill, they noticed something strange. Among the bills for home improvement and health care items, they discovered charges to Discounts USA. It turned out they paid hundreds of dollars for a membership in the discount club when Mrs. Smith ordered the exercise video, reports NewsChannel5. Attorney Jack Landskroner, Esq. filed a class-action lawsuit on behalf of the Smiths and millions of others who he said were lured in by the products in infomercials and billed for something they didn't want, according to the NewsChannel5 report. VISTAPRINT LTD: Suits Over Membership Discounts Pending in Texas ---------------------------------------------------------------- All outstanding purported class-action lawsuits against VistaPrint, Ltd., and its subsidiaries in connection with certain membership discount programs cases have been transferred to the U.S. District Court for the Southern District of Texas for coordinated pretrial proceedings. Texas Litigation On July 29, 2008, a purported class action lawsuit was filed in the U.S. District Court for the Southern District of Texas against VistaPrint Corp., VistaPrint USA, Inc., Vertrue, Inc. and Adaptive Marketing, LLC. Adaptive Marketing, LLC is a Vertrue, Inc. company that provides subscription-based membership discount programs, including programs that are offered on the company's VistaPrint.com website (Vertrue, Inc. and Adaptive Marketing, LLC are sometimes collectively referred to herein as the Vertrue Defendants). The Texas complaint alleges that the defendants violated, among other statutes, the Electronic Funds Transfer Act, the Electronic Communications Privacy Act, the Texas Deceptive Trade Practices-Consumer Protection Act and the Texas Theft Liability Act, in connection with certain membership discount programs offered to VistaPrint customers on the company's VistaPrint.com website. It also seeks recovery for unjust enrichment, conversion, and similar common law claims. Other Litigation Subsequent to the filing of the Texas complaint, on July 31, 2008, Aug. 25, 2008, Sept. 3, 2008, Sept. 10, 2008 and Sept. 11, 2008, nearly identical purported class-action lawsuits were filed in the U.S. District Court for the District of New Jersey, the U.S. District Court for the Southern District of Alabama, the U.S. District Court for the District of Nevada, the U.S. District Court for the District of Massachusetts, and the U.S. District Court for the District of Florida, respectively, against the same defendants, and in one case VistaPrint Ltd., on behalf of different plaintiffs. The complaints in each of these nearly identical lawsuits include substantially the same purported Federal and common law claims as the Texas complaint but contain different state law claims. Massachusetts Litigation In addition, on Aug. 28, 2008, a purported class-action lawsuit asserting substantially the same Federal and common law claims as the Texas complaint, but containing a state law claim under the Massachusetts Unfair Trade Practices Act, was filed by a different plaintiff in the U.S. District Court for the District of Massachusetts, against VistaPrint Ltd., VistaPrint USA, Inc. and the Vertrue Defendants. Among other allegations, the plaintiffs in each action claim that after ordering products on the company's VistaPrint.com website they were enrolled in certain membership discount programs operated by the Vertrue Defendants and that monthly subscription fees for the programs were subsequently charged directly to the credit or debit cards they used to make purchases on VistaPrint.com, in each case purportedly without their knowledge or authorization. The plaintiffs also claim that the Defendants failed to disclose to them that the credit or debit card information they provided to make purchases on VistaPrint.com would be disclosed to the Vertrue Defendants and would be used to pay for monthly subscriptions for the membership discount programs. The plaintiffs have requested that the Defendants be enjoined from engaging in the practices complained of by the plaintiffs. They also are seeking an unspecified amount of damages, including statutory and punitive damages, as well as pre- judgment and post-judgment interest and attorneys' fees and costs for the purported class. Recent Developments On Sept. 8, 2008, VistaPrint USA, Inc. filed an Answer to the Texas Complaint in the U.S. District Court for the Southern District of Texas, and on Sept. 9, 2008, VistaPrint USA, Incorporated filed a Motion to Dismiss for Improper Venue in the U.S. District Court for the Southern District of Texas. Subsequently, on or about September 16, 2008, the plaintiff in one of the cases pending before the U.S. District Court for the District of Massachusetts filed a Motion before the Judicial Panel on Multidistrict Litigation seeking the consolidation and transfer of pretrial proceedings in all of the outstanding cases to the Massachusetts District Court. Following that, on or about Sept. 24, 2008 and Sept. 25, 2008, the Vertrue Defendants and VistaPrint USA, Incorporated and VistaPrint Limited, respectively, filed motions before the Judicial Panel on Multidistrict Litigation to transfer all of the outstanding cases, as well as any cases subsequently filed involving similar facts or claims, to the U.S. District Court for the Southern District of Texas for coordinated pretrial proceedings. All of the purported class action lawsuits in which the Defendants have been served were subsequently stayed pending resolution of the motions for consolidation and transfer pending before the Judicial Panel on Multidistrict Litigation. On Dec. 11, 2008, the Judicial Panel on Multidistrict Litigation ruled in favor of the motions brought by the Vertrue Defendants, VistaPrint USA, Incorporated and the company and ordered the transfer of all of the outstanding cases to the U.S. District Court for the Southern District of Texas for coordinated pretrial proceedings, according to the company's Jan. 30, 2009 Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended Dec. 31, 2008. VistaPrint, Ltd. -- http://www.vistaprint.co.uk-- is an online provider of coordinated portfolios of customized marketing products and services to small businesses worldwide. The company offers a spectrum of products and services ranging from business cards, brochures and post cards to apparel, invitations and announcements, holiday cards, calendars, creative design services, copywriting services, direct mail services, promotional gifts, signage and Website design, and hosting services. Its Internet-based order processing systems receive and store individual orders on a daily basis and, organize these orders for production and delivery to its customers. New Securities Fraud Cases BANK OF AMERICA: Stull Stull Announces Securities Lawsuit Filing ---------------------------------------------------------------- NEW YORK, NY -- (Marketwire) -- Stull, Stull & Brody announces that a class action has been commenced in the United States District Court for the Southern District of New York arising from the proxy communications and other public disclosures concerning the acquisition (the "Acquisition") by Bank of America Corporation ("Bank of America" or the "Company") (NYSE: BAC) of Merrill Lynch & Co., Inc. ("Merrill Lynch"). As set forth in the Complaint, the action is brought on behalf of a class that consists of all Bank of America shareholders who held shares as of the record date of October 10, 2008 and were entitled to vote with respect to the Acquisition at a December 5, 2008 special meeting of Bank of America shareholders and were damaged thereby; and all persons who purchased or otherwise acquired the securities of Bank of America in the period from January 2, 2009 through January 20, 2009 (the "Class Period") and were damaged thereby (together, the "Class"). The Complaint asserts claims under Section 14(a) of the Securities Exchange Act (the "Exchange Act") and Rule 14a-9 promulgated thereunder by the Securities and Exchange Commission ("SEC"). The Complaint also asserts separate claims under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder by the SEC. The defendants named in the Complaint are Bank of America, the Company's Chief Executive Officer Kenneth D. Lewis ("Lewis"), and John A. Thain ("Thain"), the former Chief Executive Officer of Merrill Lynch. As alleged in the Complaint, on September 15, 2008, Bank of America and Merrill Lynch announced that they had entered into an agreement for Bank of America to acquire Merrill Lynch in an all-stock transaction valued at approximately $50 billion. In order to consummate the transaction -- which required the approval of Bank of America shareholders -- Bank of America and Merrill Lynch issued a joint proxy statement dated October 31, 2008 (the "Proxy Statement") to the shareholders of Bank of America soliciting their approval for and recommending a vote in favor of the Acquisition. The Complaint alleges that the Proxy Statement contained numerous material misstatements and omissions. In particular, the Proxy Statement did not accurately disclose Merrill Lynch's financial condition and did not disclose the significant risks and liabilities that Bank of America and its shareholders would be assuming by acquiring Merrill Lynch. Nor did the Proxy Statement reveal that Bank of America and its advisors had not conducted adequate diligence on Merrill Lynch and that, as a result, they lacked a reasonable basis for the recommendations and other statements set forth in the Proxy Statement. As a result of the material misstatements and omissions contained in the Proxy Statement, the Acquisition was overwhelmingly approved, with 82% of votes cast in favor of the transaction. As also alleged in the Complaint, on January 1, 2009, the date the Acquisition closed, Bank of America issued a press release announcing the Acquisition's completion. The press release contained numerous positive statements concerning the Acquisition and the joined companies, announcing the "creat[ion of] a premier financial services franchise with significantly enhanced wealth management, investment banking and international capabilities." As alleged in the Complaint, these statements were materially false and misleading when made in that they did not reveal that Merrill Lynch's financial condition was in such a deteriorated state that Bank of America had considered withdrawing from the Acquisition prior to closing and, in fact, only completed the transaction because the federal government had undertaken to assist Bank of America to absorb the acquisition of Merrill Lynch by, among other things, engaging in a dilutive purchase of additional Bank of America shares. Investors began to learn the true nature of the financial condition of Bank of America and the disastrous effect the Acquisition had on its financial position through a series of disclosures, including Bank of America's January 16, 2009 announcement of a loss for the fourth quarter of $1.79 billion, which was led by a stunning $15.31 billion fourth quarter net loss at Merrill Lynch. These revelations and others caused the price of Bank of America stock to tumble, from a closing price of $10.20 per share on January 14, 2009 to close at $5.10 per share on January 20, 2009, a 50% decline. Plaintiff seeks to recover damages on behalf of all those who purchased or otherwise acquired BofA common stock during the Class Period, which is between July 21, 2008 and January 20, 2009. For more details, contact: Tzivia Brody, Esq. Stull, Stull & Brody 6 East 45th Street New York, NY 10017 Phone: 1-800-337-4983 Fax: 212/490-2022 e-mail: SSBNY@aol.com Web site: http://www.ssbny.com GSI GROUP: Howard G. Smith Announces Securities Lawsuit Filing -------------------------------------------------------------- BENSALEM, Pa., Feb 3, 2009 (GlobeNewswire via COMTEX) -- Law Offices of Howard G. Smith announces a February 10, 2009, deadline to move to be a lead plaintiff in the securities class action lawsuit filed on behalf of all purchasers of the securities of GSI Group Inc. ("GSI Group") between April 30, 2008 and December 3, 2008, inclusive (the "Class Period"). The shareholder lawsuit is pending in the United States District Court for the District of Massachusetts. The Complaint alleges that the defendants violated federal securities laws by issuing material misrepresentations to the market concerning GSI Group's business, operations and prospects, thereby artificially inflating the price of GSI Group stock. No class has yet been certified in the above action. For more details, contact: Howard G. Smith, Esq. (howardsmith@howardsmithlaw.com) Law Offices of Howard G. Smith 3070 Bristol Pike, Suite 112 Bensalem, Pennsylvania 19020 Phone: (215)638-4847 or (888)638-4847 Web site: http://www.howardsmithlaw.com LEVEL 3 COMMS: Coughlin Stoia Files Colo. Securities Fraud Suit --------------------------------------------------------------- Coughlin Stoia Geller Rudman & Robbins LLP ("Coughlin Stoia") today announced that a class action has been commenced in the United States District Court for the District of Colorado on behalf of purchasers of Level 3 Communications, Inc. ("Level 3" or the "Company") (Nasdaq:LVLT) common stock during the period between February 8, 2007 and October 23, 2007 (the "Class Period"). The complaint charges Level 3 and certain of its officers and directors with violations of the Securities Exchange Act of 1934. Level 3 engages in the communications business in North America and Europe. The Company's network and Internet services include transport services, high speed Internet protocol services, dedicated Internet access, virtual private network services, co-location services, and dark fiber services. The complaint alleges that the representations contained in Level 3's press releases, SEC filings, conference calls, and presentations during the Class Period were materially false and misleading when made because they failed to disclose that: -- the Company was experiencing problems integrating its numerous acquisitions; -- the Company's integration problems caused Level 3 to experience severe provisioning problems which were negatively impacting revenue growth; and -- as a result of the foregoing, defendants lacked a reasonable basis for their positive statements about Level 3's business, operations and earnings prospects. On October 23, 2007, Level 3 issued a press release announcing its financial results for the third quarter of 2007, the period ending September 30, 2007. For the quarter, the Company reported consolidated revenue of $1.061 billion. Level 3 further reported that its core communications services revenue was negatively impacted by provisioning issues. In response to the announcements, the price of Level 3 stock declined from $4.32 per share to $3.18 per share on October 24, 2007, on extremely heavy trading volume. The plaintiff seeks to recover damages on behalf of all purchasers of Level 3 common stock during the Class Period (the "Class"). For more details, contact: Darren Robbins, Esq. (djr@csgrr.com) Coughlin Stoia Geller Rudman & Robbins LLP Phone: 800-449-4900 or 619-231-1058 Web site: http://www.csgrr.com/cases/level3/ LEVEL 3 COMMS: Glancy Binkow Files Colo. Securities Fraud Suit -------------------------------------------------------------- LOS ANGELES, Feb 3, 2009 (GlobeNewswire via COMTEX) -- Notice is hereby given that Glancy Binkow & Goldberg LLP has filed a class action lawsuit in the United States District Court for the District of Colorado on behalf of a class consisting of all persons or entities who purchased or otherwise acquired the securities of Level 3 Communications, Inc. ("Level 3" or the "Company")(Nasdaq:LVLT), between February 8, 2007 and October 23, 2007, inclusive (the "Class Period"). The Complaint charges Level 3 and certain of the Company's executive officers with violations of federal securities laws. Level 3 engages in the communications business in North America and Europe. The Company's network and Internet services include transport services, high speed Internet protocol services, dedicated Internet access, virtual private network services, colocation services and dark fiber services. Between December 2005 and January 2007, Level 3 also acquired several companies. The Complaint alleges that throughout the Class Period defendants knew or recklessly disregarded that their public statements concerning Level 3's business, operations and prospects were materially false and misleading. Specifically, the Complaint alleges that defendants' public statements were false and misleading or failed to disclose or indicate that: -- the Company's efforts to integrate the numerous acquired companies were not going well; -- specifically, the Company was experiencing an increase in service activation times, which was negatively impacting the Company's service installation intervals and rate of revenue growth; -- the Company was also experiencing challenges in its service management processes that were resulting in longer response times to resolve customers' network service issues; -- steps taken by the Company to remedy the problems were not working, and actually were further complicating the issues and making them worse; -- as a result of the above, the Company did not have adequate provisioning capability to convert its increasing sales, or signed orders, into revenue generating service; -- the Company lacked adequate internal controls; and -- as a result of the above, the statements made by the Company and management during the Class Period lacked a reasonable basis. On October 23, 2007, Level 3 shocked the market when it revealed that the Company was having extensive difficulties integrating the systems and customer-service processes of the numerous companies it had acquired, and these difficulties were causing an increase in service activation times. Moreover, Level 3 revised downward the Company's previously issued guidance for fourth quarter 2007 and full year 2008. On this news, shares of Level 3 declined $1.04 per share, or approximately 24%, to close on October 23, 2007 at $3.28 per share, on unusually heavy trading volume. For more details, contact: Michael Goldberg, Esq. Glancy Binkow & Goldberg LLP 1801 Avenue of the Stars, Suite 311 Los Angeles, California 90067 Phone: (310) 201-9150 or (888) 773-9224 e-mail: info@glancylaw.com Web site: http://www.glancylaw.com ********* 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 research, collectively face billions of dollars in asbestos-related liabilities. ********* 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 S. Senorin, Stephanie T. Umacob, Gracele D. Canilao, and Peter A. Chapman, Editors. Copyright 2009. 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. 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