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C L A S S A C T I O N R E P O R T E R
Tuesday, April 12, 2011, Vol. 13, No. 72
Headlines
AEGEAN MARINE: Faces Securities Class Suit in New York
ALTERNATE ENERGY: Faces Class Action Suit in Idaho
AMERICAN SUPERCONDUCTOR: Faces Securities Class Action in Mass.
APOLLO GROUP: Arizona Court Dismisses Class Suit vs. Teamsters
CONSUMERINFO.COM: Goldman Scarlato Sues Over Credit Score Ads
FAMILY DOLLAR: Continues to Defend FLSA-Violation Suits
FAMILY DOLLAR: Kentucky Court Dismisses "McCauley" Suit
FAMILY DOLLAR: Continues to Defend Suit vs. Female Store Managers
FAMILY DOLLAR: Faces Suit Over Refusal to Sell to Trian Group
FUSHI COPPERWELD: Awaits Ruling on Plea to Dismiss 2 Nevada Suits
HORIZON LINES: Settles Puerto Rico Trade Suits for $5.3 Million
HUDSON HOLDING: Awaits Approval of Class Suit Settlement
MARCUS CORP: Awaits Ruling on Class Certification in Goodman Suit
MEDQUIST HOLDINGS: N.J. Court to Consider Settlement on April 15
MENTOR GRAPHICS: Faces Shareholder Class Action
MERCEDES-BENZ: Recalls 137,000 M-Class Sport Utility Vehicles
NATIONAL FOOTBALL LEAGUE: Players Hope to Win Injunction
OFFICE DEPOT: 11th Circuit Affirmed Dismissal of Consolidated Suit
OPTIONSXPRESS HOLDINGS: D&Os Faces 3rd Suit Over Sale to Schwab
OPTIONSEXPRESS HOLDINGS: D&Os Faces 4th Suit Over Sale to Schwab
OPTIONSEXPRESS HOLDINGS: D&OS Faces 5th Suit Over Sale to Schwab
RURAL/METRO: Being Sold for Too Little, Del. Suit Claims
SAXON MORTGAGE: Faces Class Action Over HAMP Violations
SENSA PRODUCTS: Sued Over Misleading Claims on Sensa Crystals
VERINT SYSTEMS: "Deutsch" Case Set for Prelim. Hearing on Oct. 11
* Federal Class Action Filing Activity Rises, PwC Study Shows
* "Merger Objection" Class Actions on the Rise, Advisen Says
* Mugabe Seeks Class Action to Lift Sanctions on Zimbabwe
* Take-Up Rate for Class Action Settlements in Canada Low
*********
AEGEAN MARINE: Faces Securities Class Suit in New York
------------------------------------------------------
Aegean Marine Petroleum Network Inc. is facing a putative
securities class action lawsuit filed in the United States
District Court for the Southern District of New York, according to
the Company's April 6, 2011, Form 20-F filing with the U.S.
Securities and Exchange Commission for the year ended December 31,
2010.
In February 2011, the Company was named as a defendant in a
putative securities class action lawsuit filed in the United
States District Court for the Southern District of New York on
behalf of purchasers of the Company's common stock during the
period between January 4, 2010 and February 3, 2011, or the class
period. Peter C. Georgiopoulos, Nikolas Tavlarios and Spyros
Gianniotis, the Chairman of the Company's board of directors, its
President and its Chief Financial Officer, respectively, are also
named as individual defendants in this lawsuit. The complaint
asserts claims under the Securities Exchange Act of 1934, as
amended, and alleges, among other things, that the Company
misrepresented and failed to disclose material adverse facts
related to its financial condition, business and prospects during
the class period. The complaint contents that the actions of the
defendants caused purchasers of the Company's common stock during
the class period to pay inflated prices for their shares and seeks
an unspecified amount in damages to compensate those purchasers
for losses on their shares that they allegedly incurred.
The Company believes this lawsuit is without merit and intends to
defend the action as vigorously as possible.
ALTERNATE ENERGY: Faces Class Action Suit in Idaho
--------------------------------------------------
Alternate Energy Holdings, Inc., is facing a class action lawsuit
in Idaho alleging violations of the Exchange Act, according to the
Company's April 6, 2011, Form 10-K filing with the U.S. Securities
and Exchange Commission for the year ended December 31, 2010.
On January 11, 2011, a class action lawsuit was filed in the U.S.
District Court for the District of Idaho on behalf of purchasers
of the common stock of the Company between September 20, 2006
through December 14, 2010, against the Company and certain of its
officers and directors by Lance Teague. On March 7, 2011,
plaintiff moved to appoint John O'Brien as Lead Plaintiff. The
complaint alleged claims against the Company and certain of its
senior officers and directors for violations of Section 10(b) of
the Securities and Exchange Act of 1934 and Rule 10b-5 thereunder
and claims against certain of its senior officers and directors
for violations of Section 20A and Section 20(a) of the Exchange
Act. The complaint seeks compensatory damages for all damages
sustained as a result of the defendants' alleged actions,
including reasonable costs and expenses, rescission, and other
relief the Court deemed just and proper.
The Company believes the lawsuit is without merit and intends to
vigorously defend itself. No amounts have been recorded in the
consolidated financial statements for this matter as the Company
believes it is too early in the proceedings to determine an
outcome.
AMERICAN SUPERCONDUCTOR: Faces Securities Class Action in Mass.
---------------------------------------------------------------
Levi & Korsinsky disclosed that a class action lawsuit has been
commenced in the United States District Court for the District of
Massachusetts on behalf of purchasers of the securities of
American Superconductor Corporation who purchased between
Nov. 2, 2010 and April 5, 2011.
AMSC provides wind turbine designs and electrical control systems.
The company's quarterly revenues during the Class Period were
largely derived from customer Sinovel Wind Group Co. Ltd. The
complaint alleges that during the Class Period, defendants
violated federal securities laws by misrepresenting and/or failing
to disclose that: (a) AMSC was providing Sinovel with shipments in
excess of their needs; (b) Sinovel was not paying for certain
shipments; (c) AMSC was improperly recognizing revenue on certain
shipments to Sinovel; and (d) as a result, AMSC's revenues were
overstated.
On April 5, 2011, AMSC announced that Sinovel refused to accept
shipments and refused to pay for shipments made during the 2010
fiscal year. The Company also announced it expected its 2010
fourth-quarter and fiscal year earnings would be substantially
below previous projections. The following day, shares of AMSC
plummeted by more than 42%.
If you are a member of the class and suffered a loss in AMSC
stock, you have until June 6, 2011 to request that the Court
appoint you as lead plaintiff. Your ability to share in any
recovery is not affected by the decision whether or not to serve
as a lead plaintiff. To obtain additional information about your
rights, contact Joseph E. Levi, Esq. either via email at
jlevi@zlk.com or by telephone at (877) 363-5972, or visit
http://www.zlk.com/american-superconductor-amsc.html
Levi & Korsinsky has expertise in prosecuting investor securities
litigation and extensive experience in actions involving financial
fraud and represents investors throughout the nation,
concentrating its practice in securities and shareholder
litigation.
Contacts: Joseph Levi, Esq.
Eduard Korsinsky, Esq.
Levi & Korsinsky, LLP
30 Broad Street - 15th Floor
New York, NY 10004
Telephone: 212-363-7500
Toll Free: 877-363-5972
Web site: http://www.zlk.com/
APOLLO GROUP: Arizona Court Dismisses Class Suit vs. Teamsters
--------------------------------------------------------------
An Arizona court dismissed a class action lawsuit commenced by
Teamsters Local 617 Pension & Welfare Funds against, and entered a
judgment in favor of, Apollo Group Inc., according to the
Company's April 6, 2011, Form 8-K filing with the U.S. Securities
and Exchange Commission.
On March 31, 2011, the U.S. District Court for the District of
Arizona dismissed with prejudice the lawsuit entitled, Teamsters
Local 617 Pension & Welfare Funds v. Apollo Group, Inc. et al.,
Case Number 06-cv-02674-RCB, and entered judgment in favor of
Apollo Group.
The lawsuit, which was filed in November 2006, alleged that the
Company and certain of its current and former directors and
officers violated federal securities laws by purportedly making
misrepresentations concerning its stock option granting practices
and related accounting. Plaintiffs sought to assert class action
status on behalf of a class of Apollo Group shareholders who
purchased the Company's stock between November 2001 and October
2006. In March 2009, plaintiffs' amended complaint was dismissed
in part, with leave to amend.
The court has now issued a 78-page opinion dismissing plaintiffs'
second amended complaint in its entirety and with prejudice, and
has entered judgment in favor of Apollo Group and the individual
defendants and against plaintiffs. The Company expects the
plaintiffs to seek a reconsideration of this ruling and, if that
is not successful, to appeal the ruling.
The Company says it has not previously accrued any liability
associated with this matter.
CONSUMERINFO.COM: Goldman Scarlato Sues Over Credit Score Ads
-------------------------------------------------------------
Goldman Scarlato & Karon, P.C. has filed a class action lawsuit
against Consumerinfo.com, Inc. in federal court in California on
behalf of a Los Angeles consumer and a proposed nation wide class
of consumers. The lawsuit claims that Consumerinfo.com, Inc.
violates California consumer laws by misrepresenting in
advertisements that it offers "credit scores" used by lenders in
determining an individual's creditworthiness, but it does not sell
what it advertises. Rather, the complaint alleges that
Consumerinfo.com sells a "credit score" based on an in-house
scoring system that is not actually relied upon by lenders (as are
actual credit scores), in determining an individual's
creditworthiness. The lawsuit asserts that Consumerinfo.com,
Inc.'s advertisements on such Internet sites as
www.freecreditreport.com , www.freecreditscore.com and
Consumerinfo.com , violate California consumer laws by
misrepresenting that Consumerinfo.com offers a credit score used
by lenders in determining an individual's creditworthiness,
failing to deliver credit scores used by lenders as advertised and
failing to disclose to consumers the truth about what the company
actually sells.
The plaintiff is represented by Goldman Scarlato & Karon, P.C., a
law firm specializing in class actions with offices in Ohio and
Pennsylvania. The action is brought on behalf of a proposed
nationwide class of consumers who purchased a "credit score" from
one of Consumerinfo.com , Inc.'s Internet sites,
www.freecredit.com , www.freecreditscore.com , or
Consumerinfo.com, Inc.
If you purchased a "credit score" from one of these Web sites and
would like to learn more about this lawsuit, please email Dan
Karon at karon@gsk-law.com or visit Goldman Scarlato & Karon, P.C.
at http://www.gsk-law.com/
FAMILY DOLLAR: Continues to Defend FLSA-Violation Suits
-------------------------------------------------------
Family Dollar Stores Inc. continues to defend itself from numerous
lawsuits, including class action cases, filed against it alleging
violations of the Fair Labor Standards Act and similar state laws,
according to the Company's April 6, 2011, Form 10-Q filing with
the U.S. Securities and Exchange Commission for the quarter ended
February 26, 2011.
Since 2004, individuals who have held the position of Store
Manager for the Company have filed lawsuits alleging that the
Company violated the Fair Labor Standards Act, and/or similar
state laws, by classifying them as "exempt" employees who are not
entitled to overtime compensation. The majority of the complaints
in each action also request that the cases proceed as collective
actions under the FLSA or as class actions under state laws and
request recovery of overtime pay, liquidated damages, and
attorneys' fees and court costs. The Company currently has 24
such cases pending against it.
Grace v. Family Dollar Stores, Inc. and Ward v. Family Dollar
Stores, Inc. are both pending in the U.S. District Court for the
Western District of North Carolina, Charlotte Division. In those
cases, the court has returned orders finding that the plaintiffs
were not similarly situated and, therefore, that neither
nationwide notice nor collective treatment under the FLSA is
appropriate. Hence, the Grace and Ward cases are proceeding as 43
individual plaintiff cases.
On July 9, 2009, the Court granted summary judgment against Irene
Grace on the merits of her misclassification claim under the FLSA.
The Company has filed summary judgment motions related to each of
the remaining 42 plaintiffs in the Grace and Ward cases. The
plaintiffs appealed certain rulings of the N.C. Federal Court to
the United States Court of Appeals for the Fourth Circuit
including the court's summary judgment order against Irene Grace.
On March 22, 2011, the Fourth Circuit affirmed the district
court's decision finding that Ms. Grace was exempt from overtime
compensation under the FLSA. The Fourth Circuit did not address
the class certification issue since Ms. Grace's lawsuit would be
dismissed on the merits.
Including Grace and Ward, a total of nineteen class and/or
collective or single plaintiff misclassification cases are now
pending before the N.C. Federal Court. The N.C. Federal Court has
stayed all discovery in these cases pending the outcome of the
Grace and Ward appeals. Presently, there are a total of 70 named
plaintiffs and/or opt-ins in these cases.
The Company has been sued in five additional class action lawsuits
alleging that Store Managers should be non-exempt employees under
various state laws. The plaintiffs in these cases seek recovery
of overtime pay, liquidated damages, and attorneys' fees and court
costs. Twila Walters et. al. v. Family Dollar Stores of Missouri,
Inc., alleging violations of the Missouri Minimum Wage Law, was
originally filed on January 26, 2010, and is pending in the
Circuit Court of Jackson County, Missouri. The parties have
completed briefing on class certification and arguments on class
certification will be held before the Circuit Court on April 29,
2011. Hegab v. Family Dollar Stores, Inc. was filed in the United
States District Court for the District of New Jersey on March 3,
2011. Plaintiff seeks recovery for himself and allegedly
similarly situated Store Managers under New Jersey law. Barker v.
Family Dollar, Inc., alleging violations of the Kentucky Wages and
Hours Law, was filed in Circuit Court in Jefferson County,
Kentucky on February 17, 2010, and removed to the United States
District Court for the Western District of Kentucky. On March 11,
2011, the district court denied the Company's partial motion to
dismiss the overtime claim under Kentucky law requesting more
discovery on that claim. Youngblood, et al. v. Family Dollar
Stores, Inc., Family Dollar, Inc., Family Dollar Stores of New
York, Inc. et al., was filed in the United States District Court
for the Southern District of New York on April 2, 2009. Rancharan
v. Family Dollar Stores, Inc., was filed in the Supreme Court of
the State of New York, Queens County on March 4, 2009, was removed
to the United States District Court for the Eastern District of
New York on May 6, 2009, and was subsequently transferred to the
Southern District of New York and has been consolidated with
Youngblood. Class certification briefing will be completed by
May 4, 2011.
In general, the Company continues to believe that its Store
Managers are "exempt" employees under the FLSA and have been and
are being properly compensated under both federal and state laws.
The Company further believes that these actions are not
appropriate for collective or class action treatment. The Company
intends to vigorously defend the claims in these actions. While
the N.C. Federal Court has previously found that the Grace and
Ward actions are not appropriate for collective action treatment,
at this time it is not possible to predict whether one or more of
the remaining cases may be permitted to proceed collectively on a
nationwide or other basis. No assurances can be given that the
Company will be successful in the defense of these actions, on the
merits or otherwise. The Company cannot reasonably estimate the
possible loss or range of loss that may result from these actions.
If at some point in the future the Company determines that a
reclassification of some or all of its Store Managers as non-
exempt employees under the FLSA is required, such action could
have a material adverse effect on the Company's financial
position, liquidity or results of operation. At this time, the
Company cannot quantify the impact of such a determination.
FAMILY DOLLAR: Kentucky Court Dismisses "McCauley" Suit
-------------------------------------------------------
The United States District Court for the Western District of
Kentucky granted, without prejudice, Family Dollar Stores Inc.'s
motion to dismiss the class action lawsuit filed on behalf of its
store Team Members, according to the Company's April 6, 2011, Form
10-Q filing with the U.S. Securities and Exchange Commission for
the quarter ended February 26, 2011.
One putative state law class action has been filed on behalf of
store Team Members who are paid on an hourly basis. McCauley et
al. v. Family Dollar, Inc., was filed on April 27, 2010, in
Circuit Court in Jefferson County, Kentucky, and was removed to
the United States District Court for the Western District of
Kentucky. The plaintiffs allege that they and a putative class of
similarly situated store Team Members throughout Kentucky were
required to work off the clock and without breaks in violation of
the Kentucky Wages and Hours Law. The plaintiffs seek the value
of their unpaid wages (off-the-clock time and statutory breaks),
liquidated damages in an equal amount, attorney's fees and costs,
and pre- and post-judgment interest. On February 16, 2011, the
Company sought dismissal of this matter. On March 23, 2011, The
Court granted the Company's dismissal motion without prejudice.
The Company maintains strict policies prohibiting off-the-clock
work and requiring employees to take all breaks required by
applicable law.
FAMILY DOLLAR: Continues to Defend Suit vs. Female Store Managers
-----------------------------------------------------------------
Family Dollar Stores Inc. continues to defend itself from a
putative class action filed on behalf of its female store
managers, according to the Company's April 6, 2011, Form 10-Q
filing with the U.S. Securities and Exchange Commission for the
quarter ended February 26, 2011.
On October 14, 2008, a complaint was filed in the U.S. District
Court in Birmingham, Alabama, captioned Scott, et al. v. Family
Dollar Stores, Inc., alleging discriminatory pay practices with
respect to the Company's female store managers. This case was
pled as a putative class action or collective action under
applicable statutes on behalf of all Family Dollar female store
managers. The plaintiffs seek recovery of compensatory and
punitive money damages, recovery of attorneys' fees and equitable
relief. The case has been transferred to the U.S. District Court
for the Western District of North Carolina, Charlotte Division.
Presently, there are 48 named plaintiffs in the Scott case, with
no additional opt-ins.
The Company says it is vigorously defending the allegations in the
Scott case. The Company also says it cannot reasonably estimate
the possible loss or range of loss that may result from this
action.
FAMILY DOLLAR: Faces Suit Over Refusal to Sell to Trian Group
-------------------------------------------------------------
Family Dollar Stores Inc. is facing a purported class action
lawsuit relating to its rejection of the proposal by Trian Group
to acquire the Company, according to its April 6, 2011, Form 10-Q
filing with the U.S. Securities and Exchange Commission for the
quarter ended February 26, 2011.
On March 16, 2011, a purported class action complaint relating to
the rejection of the proposal by Trian Group to acquire the
Company and the adoption of a stockholders rights plan was filed
in North Carolina State Court, Mecklenberg County, and later
removed to the North Carolina Business Court, against the
Company's Board of Directors by Ronald Rothenberg, individually
and on behalf of all of the Company's stockholders other than
defendants and their affiliates. The case is styled Ronald
Rothenberg v. Howard Levine, et al., and alleges, among other
allegations, that the Company's directors breached their fiduciary
duties by not agreeing to sell the Company and by adopting a
stockholders rights plan. The complaint seeks various forms of
relief, including damages and an order that the Board of Directors
enter into negotiations to sell the Company to Trian Group and
redeem or rescind the stockholders rights plan.
The Company believes that the complaint is without merit and
intends to vigorously defend against it.
FUSHI COPPERWELD: Awaits Ruling on Plea to Dismiss 2 Nevada Suits
-----------------------------------------------------------------
Fushi Copperweld, Inc., is awaiting a ruling on its motion to
dismiss or stay two remaining federal court actions in Nevada that
have not been transferred to Clark County, according to the
Company's April 5, 2011, Form 10-K filing with the U.S. Securities
and Exchange Commission for the year ended December 31, 2010.
Twelve shareholder class action lawsuits have been filed against
the Company, members of its Board of Directors, and/or others in
connection with the November 3, 2010 non-binding proposal made by
the Company's Chairman and Chief Executive Officer, Mr. Li Fu, and
Abax Global Capital (Hong Kong) Limited to acquire all of the
outstanding shares of the Company's Common Stock not currently
owned by Mr. Fu and his affiliates for $11.50 per share in cash.
Nine actions were filed in Nevada state court (Carson City, Clark
County, or Washoe County); two actions were filed in Nevada
federal district court; and one action was filed in New York state
court. All of the actions assert claims against the Company
and/or members of the Board for alleged breaches of fiduciary
duties in connection with the Proposal.
On or about November 5, 2010, the Company became aware that the
first of the shareholder class actions had been filed against the
Company and the Board in connection with the Proposal. Plaintiffs
allege, among other things, that the proposed buyout price and the
process of evaluating the Proposal are unfair and inadequate.
Plaintiffs seek, among other relief, to enjoin defendants from
consummating the Proposal and to direct defendants to exercise
their fiduciary duties to negotiate a transaction that is in the
best interests of the Company's shareholders.
The Company has moved, or will move, to dismiss each of the
complaints because, among other reasons, Plaintiffs' claims are
not ripe for adjudication and fail to state a claim upon which
relief can be granted. The Company has reviewed the allegations
contained in the complaints and believes they are without merit.
The Company intends to defend the litigation vigorously.
The pending cases are:
* Arthur I. Murphy, Jr. IRA v. Fushi Copperweld Inc., Li Fu,
Joseph J. Longever, Wenbing Christopher Wang, Barry L.
Raeburn, Bai Feng, Jiping Hua, and John Francis Perkowski,
Case No. 10OC00512, filed on November 4, 2010, in the First
Judicial District Court of the State of Nevada in and for
Carson City.
* Dean Victor v. Li Fu, Case No. 10-OC-00534 1B, filed on
November 24, 2010, in the First Judicial District Court of
the State of Nevada in and for Carson City.
* Brian Levy v. Fushi Copperweld, Inc., Li Fu, Joseph J.
Longever, Craig H. Studwell, Wenbing Christopher Wang, John
F. Perkowski, Feng Bai, Jiping Hua, Barry L. Raeburn, and
Abax Global Capital (Hong Kong) Ltd., Case No. 10OC00555-1B,
filed on December 7, 2010, in the First Judicial District
Court of the State of Nevada in and for Carson City.
* NVEST AB v. Fushi Copperweld, Inc., Case No. 10OC005591B,
filed on December 8, 2010, in the First Judicial District
Court of the State of Nevada in and for Carson City.
* John Wilcoxon v. Fushi Copperweld, Inc., Li Fu, Joseph J.
Longever, Wenbing Christopher Wang, John Francis Perkowski,
Feng Bai, Jiping Hua, and Barry L. Raeburn, Case No.
A-10-628936-C, filed on November 8, 2010, in the Eighth
Judicial District Court of the State of Nevada in and for
Clark County.
* Steven Antler v. Fushi Copperweld, Inc., Li Fu, Joseph J.
Longever, Wenbing Christopher Wang, Barry L. Raeburn, Feng
Bai, Jiping Hua, and John Francis Perkowski, Case No.
A-10-628962-C, filed on November 9, 2010, in the Eighth
Judicial District Court of the State of Nevada in and for
Clark County.
* Arthur Gober v. Li Fu, Joseph J. Longever, Wenbing
Christopher Wang, Barry L. Raeburn, Feng Bai, Jiping Hua,
John Francis Perkowski, Abax Global Capital (Hong Kong)
Ltd., and Fushi Copperweld, Inc., Case No. A-10-629059-C,
filed on November 10, 2010, in the Eighth Judicial District
Court of the State of Nevada in and for Clark County.
* Leticia Tejeda v. Fushi Copperweld, Inc., Li Fu, Joseph J.
Longever, Wenbing Christopher Wang, Barry L. Raeburn, Feng
Bai, Jiping Hua, and John Francis Perkowski, Case No.
A-10-629261-C, filed on November 12, 2010, in the Eighth
Judicial District Court of the State of Nevada in and for
Clark County.
* James D. Kennedy v. Fushi Copperweld, Inc., Li Fu, Joseph J.
Longever, Wenbing Christopher Wang, Barry L. Raeburn, Feng
Bai, Jiping Hua, and John Francis Perkowski, Case No.
10-03518, filed on November 23, 2010, in the Second Judicial
District Court of the State of Nevada in and for Washoe
County.
* Mohamed Hussien vs. Fushi Copperweld, Inc., Li Fu, Joseph J.
Longever, Wenbing Christopher Wang, Barry L. Raeburn, Feng
Bai, Jiping Hua, and John Francis Perkowski, Case No.
3:10-CV-00699-LRH-RAM, filed on November 8, 2010, in the
United States District Court for the District of Nevada.
* Thomas Turner vs. Fushi Copperweld, Inc., Li Fu, Joseph J.
Longever, Wenbing Christopher Wang, Barry L. Raeburn, Feng
Bai, Jiping Hua, John Francis Perkowski, Case No.
3-10-CV-00711-RCJ-VPC, filed on November 15, 2010, in the
United States District Court for the District of Nevada.
* Seth Korber vs. Li Fu, Joseph Longever, Wenbing Chris Wang,
Barry Raeburn, Feng Bai, Jiping Hua, John Perkowski, and
Fushi Copperweld, Inc., Case No. 13510, filed on December
30, 2010, in the Chancery Court for Lincoln County,
Tennessee, Seventeenth Judicial District at Fayetteville.
The Company filed motions to transfer the Carson City actions to
Clark County, which motions were granted. The Murphy, Victor,
Levy, and NVEST actions have been consolidated and transferred to
Clark County. Plaintiff Kennedy stipulated to transfer his action
to Clark County. The two federal district court actions (Hussien
and Turner) are the only remaining Nevada actions that have not
been transferred to Clark County. Fushi has moved to dismiss or
stay these federal court actions, which motions are pending.
HORIZON LINES: Settles Puerto Rico Trade Suits for $5.3 Million
---------------------------------------------------------------
Horizon Lines, Inc., entered into a settlement agreement with the
Commonwealth of Puerto Rico and plaintiffs to class action
lawsuits relating to the Puerto Rico trade, according to the
Company's April 6, 2011, Form 8-K filing with the U.S. Securities
and Exchange Commission.
On March 31, 2011, Horizon Lines, Inc., entered into a Settlement
Agreement with the Commonwealth of Puerto Rico and the named
plaintiffs, individually and representing a class of indirect
purchasers to resolve claims relating to the Puerto Rico trade.
Sea Star Line, LLC and Crowley Liner Services, Inc are also
parties to the Settlement Agreement. The Settlement Agreement was
entered into by the parties pursuant to a Memorandum of
Understanding among the same parties. The Company reported that
Memorandum of Understanding on a Form 8-K filed on February 24,
2011.
The Settlement Agreement is subject to court approval. The
Company says there can be no assurance that the Settlement
Agreement will be approved.
Under the Settlement Agreement, the plaintiffs and the
Commonwealth of Puerto Rico agree to settle claims alleged in
three lawsuits filed against each of the Company, Sea Star and
Crowley. Two lawsuits are putative class-action lawsuits on
behalf of indirect purchasers, one of which is pending in the
Court of First Instance for the Commonwealth of Puerto Rico and
the other is pending in the United States District Court for the
District of Puerto Rico. The third was filed by the Commonwealth
of Puerto Rico in the Court of First Instance in its own right and
on behalf of indirect purchasers. Pursuant to the Settlement
Agreement, each of the defendants will pay a one-third share of
the total settlement amount of $5,300,000. Accordingly, the
Company has agreed to pay $1,766,667 as its share of the
settlement amount. If the Settlement Agreement is finally
approved, the settling defendants will receive a full release from
the named plaintiffs, from the members of the settlement class,
and from the Commonwealth of Puerto Rico in its own right and as
parens patriae.
HUDSON HOLDING: Awaits Approval of Class Suit Settlement
--------------------------------------------------------
Hudson Holding Corporation is awaiting court approval of its
stipulation of settlement with the plaintiffs in a putative
shareholder lawsuit filed by Ronald Schwartz, according to the
Company's April 6, 2011, Form 8-K filing with the U.S. Securities
and Exchange Commission.
Hudson Holding Corporation, a Delaware corporation, Rodman &
Renshaw Capital Group, Inc., a Delaware corporation, and HHC
Acquisition, Inc., a Delaware corporation and a wholly owned
subsidiary of Rodman, entered into that certain Agreement and Plan
of Merger, dated January 4, 2011, (as amended and restated on
January 31, 2011), pursuant to which Rodman agreed to acquire all
of the outstanding shares of Hudson's common stock in a stock-for-
stock merger. In conjunction with the Proposed Merger, Rodman
filed a registration statement on Form S-4 (Commission File No.
333-171988) (as amended on March 15, 2011) with the SEC containing
a prospectus of Rodman, a proxy statement of Hudson, and other
relevant documents relating to the Proposed Merger.
As described in the Registration Statement under the heading
"Proposal One: The Merger -- Litigation Related to the Merger," a
putative shareholder lawsuit styled as Ronald Schwartz v. Kenneth
D. Pasternak, et al. was filed against Hudson, the members of the
board of directors of Hudson, Rodman, and HHC in the Superior
Court, Chancery Division, of Hudson County, New Jersey.
On April 5, 2011, the parties to the Class Action entered into a
Stipulation of Settlement, pursuant to which the Class Action
would be settled in exchange for Hudson's agreement to pay up to
$75,000 of the plaintiffs' legal counsel's fees and disbursements
and to make certain supplemental disclosures. The Stipulation is
subject to the approval of the Superior Court, Chancery Division,
of Hudson County, New Jersey.
In accordance with the Stipulation, Hudson agreed to make these
supplemental disclosures:
A. Basis for the decision to terminate the discussions with a
potential strategic partner in August 2010.
In June 2010, Hudson began discussions with a certain broker-
dealer (the "Firm") concerning a potential strategic partnership.
During the course of these discussions, the Firm's regulatory net
capital decreased to a level that made the strategic partnership
no longer viable. As a result of such decline in the Firm's
regulatory net capital, Hudson and the Firm terminated the
discussions regarding the potential strategic partnership.
Subsequent to the termination of the discussions, the Firm
disbanded, primarily due to its inadequate regulatory net capital.
B. Basis for selecting the broker-dealers to explore strategic
opportunities for Hudson in September and October 2010.
Hudson held preliminary discussions with five investment banks
concerning its pursuit of strategic opportunities beginning in
September 2010. Two of the five investment banks with whom Hudson
held discussions expressed an interest in serving as an advisor to
Hudson. Collectively, they presented several potential strategic
opportunities for Hudson's consideration. Taking into account
these potential strategic opportunities and leveraging the
experience of Hudson's CEO, Anthony M. Sanfilippo, his intimate
knowledge of the broker-dealer market and his familiarity with the
array of broker-dealers who were likely viable strategic partners,
the Hudson Board reviewed, and approached, eight broker-dealers
other than Rodman to hold informal discussions concerning
potential strategic opportunities.
C. Basis for the Hudson Board's conclusion that it would prefer to
receive stock and not cash consideration in connection with the
Proposed Merger.
Based upon its knowledge of Hudson, Hudson's review of Rodman's
financial statements and Hudson's other due diligence concerning
Rodman, the Hudson Board believed that the securities of both
Hudson and Rodman were undervalued. In addition, the Hudson Board
believed that the synergies between Rodman and Hudson, as stated
in the Registration Statement, presented an opportunity to
significantly enhance the value of the combined entity and provide
long-term benefit to the Hudson stockholders. Accordingly, the
Hudson Board concluded that it would be more beneficial for
Hudson's stockholders to receive stock of Rodman, instead of cash,
in the Proposed Merger in consideration for their shares of Hudson
common stock.
D. Details concerning the strategic partnerships and other
alternatives explored by the Hudson Board during the period
between June 2010 and January 2011.
Hudson pursued strategic opportunities with approximately nine
companies during the period from June 2010 to January 2011. This
search included both synergistic and complimentary companies and
entities including fixed income specialists, small investment
banking boutiques and small prime brokerage firms. The majority
of the companies with whom Hudson initiated discussions expressed
little or no interest in Hudson or its business platform. Other
companies who expressed interest in pursuing a strategic
partnership with Hudson presented significant legal or structural
hurdles that would have significantly delayed the potential
closing of the transaction. Given the level of Hudson's capital,
the Hudson Board believed that a lengthy and complicated
transaction would provide little benefit or value to the Hudson
stockholders and declined to pursue such opportunities.
E. Basis for the Hudson Board's determination to explore strategic
alternatives.
On May 6, 2010, U.S. stock markets experienced the "flash crash,"
with the Dow Jones Industrial Average declining 1,000 points in an
extremely short period. From May 6, 2010, through the end of the
third calendar quarter of 2010, the equity markets generally
performed poorly. Following the "flash crash," trading volumes of
securities in which Hudson made a market, and consequently the
revenues Hudson derived from such activity, decreased
dramatically. The precipitous drop in revenue caused a
significant change to Hudson's cash flow and significantly
increased the rate at which Hudson expended its cash reserves.
During this period, Hudson unsuccessfully solicited several
funding sources. In light of Hudson's inability to acquire
additional financing to improve its regulatory net capital and the
accelerated rate at which Hudson began depleting its capital
reserves, the Hudson Board determined that a strategic partnership
would provide the best potential return to its stockholders.
F. Details about any work New Century has done for Hudson or
Rodman in the last two years and any fees paid or owed by Hudson
or Rodman to New Century.
In October 2010, the Hudson Board selected New Century Capital
Partners as its financial advisor in connection with the Proposed
Merger with Rodman. Other than advisory services provided to
Hudson in connection with the Proposed Merger, New Century has
done no work for Hudson or Rodman in the last 2 years. As
consideration for New Century's services, Hudson paid New Century
a flat fee of $300,000, and New Century will not receive any
success fee.
G. Details concerning New Century's presentation to the Hudson
Board during the January 4, 2011, meeting before execution of the
Merger Agreement, including the substance of any written materials
provided to the Hudson Board.
New Century gave an oral presentation to the Hudson Board at its
meeting on January 4, 2011. The Hudson Board was provided with a
copy of New Century's electronic presentation material, which
contained New Century's fairness opinion and its supporting
analysis. The entire presentation material has been filed as
Annex B to the Registration Statement.
H. Details concerning the lack of Hudson financial projections
beyond March 31, 2011.
After its unsuccessful attempts to raise capital, Hudson
determined that it could not continue to operate without either a
strategic partnership or drastic changes to its business model.
As such, Hudson believed that any financial model beyond March 31,
2011, would not be based on Hudson's current business.
MARCUS CORP: Awaits Ruling on Class Certification in Goodman Suit
-----------------------------------------------------------------
A motion for class certification in the class action lawsuit filed
against subsidiaries of The Marcus Corporation remains pending,
according to the Company's April 5, 2011, Form 10-Q filing with
the U.S. Securities and Exchange Commission for the quarter ended
February 24, 2011.
On December 5, 2008, a class action complaint was filed in the
Eighth Judicial District Court of Nevada for Clark County against
Platinum LLC captioned Goodman, et al. v. Platinum Condominium
Development, LLC, Case No. 09-CV-957 (D. Nev.). On April 30,
2009, Platinum LLC was served with a summons and a copy of an
amended complaint. The amended complaint also named another one
of the Company's subsidiaries, Marcus Management Las Vegas, LLC,
as a defendant. Subsequently, Platinum LLC and Marcus Management
LV removed the case to the United States District Court for the
District of Nevada, where it is currently pending. The amended
complaint in Goodman seeks an unspecified amount of damages and
alleges violations of federal and Nevada law, and that Platinum
LLC and Marcus Management LV made various misrepresentations in
connection with the Platinum Hotel & Spa development in Las Vegas,
Nevada. On June 29, 2009, both Platinum LLC and Marcus Management
LV moved to dismiss the amended complaint in its entirety. On
March 29, 2010, the District of Nevada granted in part and denied
in part the motion to dismiss, and dismissed most of the claims
against Platinum LLC and Marcus Management LV without prejudice.
On April 28, 2010, the plaintiffs filed a second amended complaint
realleging most of the claims made in the amended complaint. On
May 28, 2010, Platinum LLC and Marcus Management LV answered one
count of the complaint and moved to dismiss the remaining counts
of the complaint. On September 27, 2010, the plaintiffs filed a
motion for leave to file a third amended complaint that names
Marcus Hotels, Inc. as an additional defendant. On March 31,
2011, the court granted plaintiffs' motion to file the third
amended complaint and denied the defendants' motion to dismiss the
second amended complaint as moot. On January 11, 2011, the
plaintiffs filed their motion for the court to certify a class on
all claims. On February 11, 2011, the defendants filed their
opposition to the motion for class certification. The motion for
class certification remains pending with the court.
MEDQUIST HOLDINGS: N.J. Court to Consider Settlement on April 15
----------------------------------------------------------------
The Superior Court of New Jersey has set for April 15, 2011, the
preliminary approval hearing of the settlement that MedQuist
Holdings Inc. entered into to resolve the consolidated shareholder
lawsuit filed against it by Victor N. Metallo and Joseph F.
Lawrence, according to the Company's April 6, 2011, Form 8-K
filing with the U.S. Securities and Exchange Commission.
On February 8, 2011, and February 10, 2011, plaintiffs Victor N.
Metallo and Joseph F. Lawrence, respectively, filed purported
shareholder class action complaints in the Superior Court of New
Jersey, Burlington County (Chancery Division). In their
complaints, Plaintiffs purported to be shareholders of MedQuist
Inc. and sought to represent a class of MedQuist Inc. minority
shareholders in pursuit of claims against defendants, MedQuist
Inc., the Company and MedQuist Inc.'s then current board members.
Plaintiffs alleged that the Defendants breached certain fiduciary
duties they owed to minority shareholders of MedQuist Inc. in
connection with the structuring and disclosure of the exchange
offer by the Company to exchange shares of the Company's common
stock for properly tendered and accepted shares of common stock of
MedQuist Inc. Among other things, Plaintiffs alleged that (a) the
Exchange Offer was procedurally and financially unfair, (b) the
January 21, 2011, and February 16, 2011 Schedules 14D-9 that
MedQuist Inc. filed with the Securities and Exchange Commission
and the February 3, 2011 Prospectus that the Company filed with
the SEC were materially misleading and incomplete, and (c) the
Exchange Offer was structured by Defendants in order to circumvent
the provisions of the New Jersey Shareholders' Protection Act.
Plaintiffs sought, among other things, preliminary and permanent
injunctions enjoining the consummation of the Exchange Offer,
unspecified damages, pre- and post-judgment interest and
attorneys' fees and costs. The two Plaintiff actions were
consolidated on February 22, 2011, under the caption In Re:
MedQuist Inc. Shareholder Litigation, Docket Number C-018-11.
On March 4, 2011, Plaintiffs and Defendants entered into a
memorandum of understanding which outlined a settlement in
principle of the shareholder litigation. Under the terms of the
MOU, the Company agreed to extend the expiration of the Exchange
Offer until 5:00 p.m., New York City time, on Friday, March 11,
2011 (unless further extended or earlier terminated) and further
agreed that if, as a result of the Exchange Offer, it obtains
ownership of at least 90% of the outstanding common stock of
MedQuist Inc., the Company will conduct a short-form merger under
applicable law to acquire the remaining shares of MedQuist Inc.
common stock that it does not then own at the same exchange ratio
applicable under the Exchange Offer. MedQuist Inc. also agreed to
make certain supplemental disclosures concerning the Exchange
Offer. On March 7, 2011, in accordance with the MOU, MedQuist
Inc. filed with the SEC, Amendment No. 1 to the Schedule 14D-9.
Amendment No. 1 to the Schedule 14D-9 contained supplemental
disclosures about the Exchange Offer that were negotiated with
Plaintiffs' counsel.
On April 1, 2011, Plaintiffs and the Defendants executed a
Stipulation of Settlement that memorialized the terms of the
settlement outlined in the MOU.
On this same date, Plaintiffs' counsel filed with the Clerk of the
Superior Court of New Jersey (Burlington County) a Motion for
Preliminary Approval of the Proposed Stipulation of Settlement.
The Motion asked the Court to, among other things, (a) hold a
hearing to address preliminary approval of the Stipulation of
Settlement, (b) certify a class, for purposes of effectuating the
Stipulation of Settlement only, of all MedQuist Inc. shareholders
(except the named Defendants and their families and affiliates) as
of and including the date of the closing of the short form merger
contemplated under the Stipulation of Settlement, and (c) schedule
a final hearing within 60 days to determine whether the
Stipulation of Settlement is reasonable and fair and should
receive final approval. The Court has scheduled a preliminary
approval hearing on April 15, 2011.
MENTOR GRAPHICS: Faces Shareholder Class Action
-----------------------------------------------
Erik Siemers, writing for Portland Business Journal, reports that
a class-action lawsuit filed last week against Mentor Graphics
Corp. seeks to have the company negotiate with billionaire
activist Carl Icahn and any other entities that want to buy the
company.
The Wilsonville-based maker of software and tools used in
electronics design disclosed the lawsuit, which specifically names
CEO Walden Rhines, in a filing with the federal Securities &
Exchange Commission on April 7.
"The company believes that the plaintiff's allegations are
completely without merit and will contest them vigorously," Mentor
said in its SEC filing.
The case -- Thomas Charles Longman IRA Rollover v. Walden C.
Rhines, et al. -- was filed on April 4 in state Circuit Court in
Portland.
It claims Mentor's board breached their duty to shareholders in
adopting an Incentive Stock Purchase Rights Plan in June and last
week when it sold $253 million in convertible debt as part of debt
refinancing deal.
The June incentive plan included a so-called "poison pill"
provision, a device devised to ward off an unwanted takeover. It
was adopted just as Mr. Icahn was acquiring large amounts of the
company's shares.
The debt offering was viewed by critics, chiefly Icahn, as another
anti-takeover mechanism by potentially diluting shareholders and
making an acquisition too expensive.
According to Mentor's filing, the lawsuit claims the company's
board "engaged in self-dealing and obtained a personal benefit by
implementing these arrangements."
The complaint wants redemption of the rights plan and to stop the
debt offering, which has already closed.
It also wants a judge to direct the company to negotiate "in good
faith" with Mr. Icahn or "any other bona fide potential bidder"
offering to acquire the company.
Mentor earlier rejected Mr. Icahn's unsolicited $1.9 billion offer
for the company. It also rejected the notion of being sold at
all, saying it would prefer sticking to a strategy outlined by the
board that has recently yielded strong returns.
MERCEDES-BENZ: Recalls 137,000 M-Class Sport Utility Vehicles
-------------------------------------------------------------
FindLaw reports that Mercedes-Benz is recalling almost 137,000 of
its M-Class sport utility vehicles because tapping the brake may
not disengage the cruise control.
Mercedes says the recall covers the 2000-02 M-Class and the 2000-
04 M-Class AMG, a high-performance model, according to a document
published Tuesday on the Web site of the National Highway Traffic
Safety Administration.
The automaker told N.H.T.S.A. that it had found a problem with the
brake-lamp switch; applying the brakes doesn't send the electronic
signal needed to disengage the cruise control, The New York Times
reports.
Mercedes did say there were other ways to disengage the system.
One is to use the cruise-control stalk. The system is also
designed to disengage below 25 m.p.h. Finally, harder braking will
turn off the system. The Times reports that Mercedes defines
harder braking as "comparable to that used when approaching a
traffic light." It doesn't say whether one is approaching the
traffic light at 50 m.p.h. or 15 m.p.h.
Some 136,751 vehicles will be recalled in the United States, said
Mercedes-Benz representatives.
No crashes or injuries have resulted from the issue, said
Mercedes-Benz USA spokesman Rob Moran.
Mercedes described the recall as voluntary, but under federal
regulations once a manufacturer is aware of a safety problem it
has no choice but to announce a recall, which must be done within
five business days, the Times reports.
A Mercedes dealership will repair the cruise control.
NATIONAL FOOTBALL LEAGUE: Players Hope to Win Injunction
--------------------------------------------------------
Aaron Wilson, writing for National Football Post, reports that as
the class action lawsuit kicks off with the players' request for
an injunction from a federal judge to halt the lockout, Baltimore
Ravens cornerback and union representative Chris Carr said fans
should be rooting for the decertified players' union.
"We hope, and all the fans should hope, that the players win that
injunction," Mr. Carr said. "If we win, the lockout will be over
and it will be illegal. Whoever loses the injunction, there will
be an immediate appeal. That probably won't end until the end of
April.
"If the players win the appeal, then there will no lockout. And
the fans and everybody should be really happy because there's
going to be a season. People should hope that will be the
outcome. We just want to get on the field and play."
Although there are no signs that the first work stoppage for the
NFL in a quarter-century is about to end, Ravens running back
Ray Rice expressed confidence that the players will eventually be
able to reassemble on the field.
"I've got faith," Mr. Rice said. "To me, it's kind of like a
family feud. At the end of the day, it will come out for the
better for both sides."
"It's a push-pull thing," free safety Ed Reed said. "It's a shame
we have to go through this, and we don't know how long it's going
to take. It's got to get worked out, and it will get worked out."
OFFICE DEPOT: 11th Circuit Affirmed Dismissal of Consolidated Suit
------------------------------------------------------------------
The United States Court of Appeals for the Eleventh Circuit
affirmed in December 2010 the dismissal with prejudice of the
consolidated lawsuit against Office Depot Inc. and certain of its
executive officers alleging violations of the Securities Exchange
Act of 1934, according to the Company's April 6, 2011, Form 10-K/A
filing with the U.S. Securities and Exchange Commission for the
year ended December 25, 2010.
In early November 2007, two putative class action lawsuits were
filed against the Company and certain of its executive officers
alleging violations of the Securities Exchange Act of 1934. The
allegations made in these lawsuits primarily related to the
accounting for vendor program funds. Each of the foregoing
lawsuits was filed in the United States District Court for the
Southern District of Florida and captioned as: (1) Nichols v.
Office Depot, Inc., Steve Odland and Patricia McKay filed on
November 6, 2007, and (2) Sheet Metal Worker Local 28 Pension Fund
v. Office Depot, Inc., Steve Odland and Patricia McKay filed on
November 5, 2007. On March 21, 2008, the district court entered
an Order consolidating the class action lawsuits. Lead plaintiff
in the Consolidated Lawsuit, the New Mexico Educational Retirement
Board, filed its Consolidated Amended Complaint on July 2, 2008,
and its Second Consolidated Amended Complaint on April 20, 2009.
On January 14, 2010, the district court dismissed the Second
Consolidated Amended Complaint with prejudice, which led to an
appeal.
On December 13, 2010, the United States Court of Appeals for the
Eleventh Circuit affirmed the dismissal with prejudice of the
Consolidated Lawsuit.
OPTIONSXPRESS HOLDINGS: D&Os Faces 3rd Suit Over Sale to Schwab
---------------------------------------------------------------
Adam Dworkin, individually and on behalf of others similarly
situated v. optionsXpress Holdings, Inc., et al., Case No.
2011-CH-12445 (Ill. Cir. Ct., Cook Cty. March 31, 2011), seeks to
enjoin the acquisition of the publicly owned shares of
optionsXpress common stock by The Charles Schwab Corporation, and
its wholly-owned subsidiary, Neon Acquisition, Inc.
On March 21, 2011, optinsXpress and Charles Schwab jointly
announced that they had entered into a definitive agreement under
which Charles Schwab will acquire all of the outstanding shares of
optionsExpress in an all-stock transaction wherein optionsXpress
stockholders will receive 1.02 shares of Charles Schwab stock for
each share of optionsXpress stock. Based on the Charles Schwb's
closing stock price as of March 18, 2011, the proposed transaction
values each optionsXpress share at $17.91, for a total proposed
transaction value of roughly $1.0 billion.
Mr. Dworkin alleges that the Company and certain of the Company's
directors and officers breached or aided the other defendants'
breaches of fiduciary duties by facilitating the proposed
transaction for grossly inadequate consideration and through a
flawed process.
Given optionsExpress' recent strong performance as well as its
future growth prospects, Mr. Dworkin says the consideration is
inadequate and significantly undervalues the Company. The premium
paid is low, roughly 15% over the prior day's close of trading on
the NASDAQ. Moreover, the Board failed to adequately seek out
potential parties prior to entering into the Merger Agreement.
Further, the Board further exacerbated their breaches of fiduciary
duty by agreeing to lock up the Proposed Transaction with deal
protection devices that preclude other bidders from making a
successful competing offer for the Company, including:
-- a strict no-solicitation provision;
-- a matching rights provision; and
-- a termination fee of $41.9 million payable to Charles Schwab
in the event the Company enters into a transaction with a
superior bidder.
Mr. Dworkin is a Vermont citizen, and at all relevant times was
continuous stockholder of optionsXpress. OptionsXpress is a
Delaware corporation with headquarters in Chicago, Illinois.
Defendant Charles Schwab, based in San Francisco, is a provider of
financial services. Through its operating subsidiaries, Charles
Schwab provides a range of securities brokerage, banking, money
management and financial advisory services to individual investors
and independent investment advisors.
The plaintiff is represented by:
Clinton A. Krislov, Esq.
Jeffrey M. Salas, Esq.
KRISLOV & ASSOCIATES, LTD.
20 North Wacker Drive
Chicago, IL 60606
Telephone: (312) 606-0500
- and -
David A.P. Brower, Esq.
Brian C. Kerr, Esq.
BROWER PIVEN
A Professional Corporation
488 Madison Avenue, Eight Floor
New York, NY 10022
Telephone: (212) 501-9000
E-mail: brower@browerpiven.com
kerr@browerpiven.com
OPTIONSEXPRESS HOLDINGS: D&Os Faces 4th Suit Over Sale to Schwab
----------------------------------------------------------------
Hillel Raymon, individually and on behalf of others similarly
situated v. optionsExpress Holdings, Inc., et al., Case No.
2011-CH-12710 (Ill. Cir. Ct., Cook Cty. April 4, 2011), accuses
certain of the directors and officers of OXPS of breaching their
fiduciary duties in connection with the proposed acquisition of
the Company by The Charles Schwab Corporation.
Under the terms of a definitive merger agreement announced on
March 18, 2011, OXPS shareholders will receive 1.02 shares of
Schwab common stock for each share of OXPS common stock they hold
in a transaction valued at $1 billion. The proposed transaction
implies an approximate value of $17.91 per OXPS share.
The plaintiff says the offer price is more that 14% below the
$21.05 price at which OXPS shares were trading on Dec. 22, 2010.
Further, the individual defendants, aided and abetted by Schwab,
failed to take appropriate steps to ensure that plaintiff and
class members would obtain adequate and fair consideration.
Mr. Raymon is a shareholder of OXPS. optionsXpress is a pioneer
in equity options and futures trading and offers an innovative
suite of online brokerage services for investor education,
strategy evaluation and trade execution.
Schwab is a Delaware corporation headquartered in San Francisco.
The Merger Agreement also contains certain provisions that
unfairly favor Schwab, including:
-- a termination fee of $41,900,000 payable to Schwab if the
Merger Agreement is terminated under certain circumstances;
-- a no-solicitation provision;
-- a matching rights provision that further reduces the
possibility of a topping offer from an unsolicited purchaser;
and
-- the Merger Agreement does not include protections to ensure
that the consideration payable to shareholders will remain
within a range of reasonableness. OXPS shareholders will
receive a fixed exchange ratio of 1.02 shares of Schwab
common stock for each of their shares, regardless of Schwab's
stock price at the close of the transaction.
The Plaintiff is represented by:
Larry D. Drury, Esq.
LARRY D. DRURY, LTD.
100 North LaSalle Street, Suite 1010
Chicago, IL 60602
Telephone: (312) 346-7950
- and -
Evan J. Smith, Esq.
Marc L. Ackerman, Esq.
BRODSKY & SMITH, LLC
Two Bala Plaza, Suite 602
Bala Cynwyd, PA 19004
Telephone: (610) 667-6200
E-mail: esmith@brodsky-smith.com
mackerman@brodsky-smith.com
OPTIONSEXPRESS HOLDINGS: D&OS Faces 5th Suit Over Sale to Schwab
----------------------------------------------------------------
Jeri Marks, on behalf of herself and others similarly situated v.
optionsXpress Holdings, Inc., et al., Case No. 2011-CH-12764 (Ill.
Cir. Ct., Cook Cty. April 5, 2011), accuses optionsXpress and
certain of the Company's directors and officers of self-dealing
and breach of fiduciary duty in conjunction with the defendants'
agreement to sell the Company to The Charles Schwab Corporation
for an unfair price and via an unfair process.
OptionsExpress is a brokerage service company that provides
internet-based options, stock, bond, mutual fund, and futures
brokerage services to retail customers located throughout the
United States and outside the United States.
Charles Schwab engages in securities brokerage, banking, asset
management, and related financial services.
Under the terms of the Merger Agreement, entered into on March 21,
2011, Charles Schwb would acquire all of the outstanding shares of
optionsXpress in a stock-for-stock transaction valued at
$1 billion. Options Xpress shareholders will receive a fixed
percentage ratio of 1.02 Charles Schwab shares for each share of
optionsExpress common stock they own, for an implied consideration
of roughly $17.91 for each optionsXpress share, representing a
mere 16.8% premium to optionsXpress' previous day's closing price.
Further, Ms. Marks alleges that the optionsExpress' Board failed
to adequately shop the Company to potential suitors. Moreover, to
ensure the sale on terms preferential to certain optionsExpress'
executives, the Board has agreed to a number of preclusive deal
protection terms, including:
-- a termination fee of $41.9 million;
-- a no-solicitation clause;
-- matching rights; and
-- voting agreements with shareholders that control 22.9% of the
Company's stock and who have agreed to vote in favor of the
Proposed Acquisition.
The Plaintiff is represented by:
Leigh Lasky, Esq.
Norman Rifkind, Esq.
Amelia S. Newton, Esq.
Heidi Vonderheide, Esq.
LASKY & RIFKIND, LTD.
350 N. LaSalle Street, Suite 1320
Telephone: (312) 634-0057
E-mail: lasky@laskyrifkind.com
Rifkind@laskyrifkind.com
newton@laskyrifkind.com
vonderheide@laskyrifkind.com
- and -
Marc M. Umeda, Esq.
Stephen J. Oddo, Esq.
Arshan Amiri, Esq.
Justin D. Rieger, Esq.
ROBBINS UMEDA LLP
600 B Street, Suite 1900
San Diego, CA 92101
Telephone: (619) 525-3990
E-mail: mumeda@robbinsumeda.com
soddo@robbinsumeda.com
aamiri@robbinsumeda.com
jrieger@robbinsumeda.com
RURAL/METRO: Being Sold for Too Little, Del. Suit Claims
--------------------------------------------------------
Courthouse News Service reports that shareholders say Rural/Metro
Corp., a safety equipment company, is selling itself too cheaply
to Warburg Pincus, for $17.25 a share, or $438 million.
A copy of the Complaint in Llorens v. Rural/Metro Corporation, et
al., Case No. 6350 (Del. Ch. Ct.), is available at:
http://www.courthousenews.com/2011/04/07/SCA.pdf
The Plaintiff is represented by:
James C. Strum, Esq.
FARUQI & FARUQI, LLP
20 Montchanin Road, Suite 145
Wilmington, DE 19807
Telephone: (302) 482-3182
E-mail: jstrum@faruqilaw.com
- and -
Nadeem Faruqi, Esq.
David H. Leventhal, Esq.
Juan E. Monteverde, Esq.
FARUQI & FARUQI, LLP
369 Lexington Avenue, 10th Floor
New York, NY 10017
Telephone: (212) 983-9330
E-mail: nfaruqi@faruqilaw.com
dleventhal@faruqilaw.com
jmonteverde@faruqilaw.com
SAXON MORTGAGE: Faces Class Action Over HAMP Violations
-------------------------------------------------------
A class action lawsuit has been filed against Saxon Mortgage Inc.,
the Morgan Stanley mortgage servicer division, claiming that the
company uses the Homeowners Affordable Modification Program to
lure customers into making "trial" payments on loans it has no
intention of ever permanently modifying. The suit, titled Gaudin
v. Saxon Mortgage Services Inc., was filed in the Northern
District of California Federal Court by Peter Fredman of the Law
Office of Peter Fredman and Daniel Mulligan of Jenkins Mulligan &
Gabriel LLP. The suit alleges a pattern of misconduct by Saxon of
collecting trial payments, delaying the processing of loan
modifications, and then denying the application altogether for
demonstrably false reasons.
The lead plaintiff, Marie Gaudin, the owner of a San Francisco
bridal boutique that suffered hard times as a result of the
recession brought on by the mortgage crisis, asked Saxon for loan
modification on her underwater Daly City home. Ms. Gaudin was
directed to Saxon's "Home Preservation Department" and provided
extensive documentation of her financial condition. Saxon assured
her it was "committed to assisting you in any way we can to
complete the [the loan modification]. We want to help!" It sent
her a written agreement that seemed to promise a permanent HAMP
loan modification after she made three "trial" payments to prove
she could.
The complaint notes that Saxon instead delayed the processing of
the loan modification, while urging her to continue making trial
payments. After receiving numerous trial payments and fulfilling
the rest of her obligations under the agreement, Saxon denied her
a permanent modification falsely claiming that she had failed to
make payments or comply with document requests. Saxon's
correspondence with Ms. Gaudin shows a pattern of inaccurate and
irresponsible behavior on the part of a major global bank. The
company claimed that she did not make payments, while in the same
letter actually acknowledged that she was current on all payments.
It also claimed that the U.S. Treasury Department was involved in
reviewing HAMP applications.
"Saxon and Morgan Stanley are taking advantage of the good faith
and intentions of distressed borrowers," said Mr. Fredman. "If
they don't want to give modifications, fine, they should face the
political music and the flood of foreclosures that will result
when all their underwater borrowers give up hope. But tricking
them into wasting their time and money applying for a modification
that Saxon has absolutely no intention of handing out is a
deceptive debt collection practice plain and simple."
The class action alleges that Saxon's breach of contract,
rescission and restitution, deceptive debt collection practices
violated California's Rosenthal Fair Debt Collection Practices Act
(Rosenthal Act) and fraudulent, unlawful, and unfair business
practices under California's Unfair Competition Law
SENSA PRODUCTS: Sued Over Misleading Claims on Sensa Crystals
-------------------------------------------------------------
Courthouse News Service reports that a federal class action
accuses Sensa Products and Alan R. Hirsch of selling snake oil:
"magic" "tasant" "crystals," a "new, clinically proven method of
losing weight," with "no food restriction, and no change in
lifestyle." Tell it to the judge, the class says.
A copy of the Complaint in McClendon v. Sensa Products, LLC, et
al., Case No. 11-cv-01650 (N.D. Calif.), is available at:
http://www.courthousenews.com/2011/04/07/Sensa.pdf
The Plaintiff is represented by:
L. Timothy Fisher, Esq.
BURSOR & FISHER, P.A.
2121 North California Blvd., Suite 1010
Walnut Creek, CA 94596
Telephone: (925) 482-1515
E-mail: ltfisher@bursor.com
VERINT SYSTEMS: "Deutsch" Case Set for Prelim. Hearing on Oct. 11
-----------------------------------------------------------------
The class action lawsuit filed against Verint Systems Limited by
Orit Deutsch has been scheduled for a preliminary hearing in the
District Court in Tel Aviv on October 11, 2011, according to
Verint Systems Inc.'s April 6, 2011, Form 10-K filing with the
U.S. Securities and Exchange Commission for the year ended
January 31, 2011.
On March 26, 2009, a motion to approve a class action lawsuit, and
the class action lawsuit itself (Labor Case No. 4186/09), were
filed against the Company's subsidiary, Verint Systems Limited, by
a former employee of VSL, Orit Deutsch, in the Tel Aviv Labor
Court. Ms. Deutsch purports to represent a class of the Company's
employees and ex-employees who were granted options to buy shares
of Verint and to whom allegedly damages were caused as a result of
the blocking of the ability to exercise Verint options by the
Company's employees or ex-employees. The Labor Motion and the
Labor Class Action both claim that the Company is responsible for
the alleged damages due to its status as employer and that the
blocking of Verint options from being exercised constitutes a
default of the employment agreements between the members of the
class and VSL. The Labor Class Action seeks compensatory damages
for the entire class in an unspecified amount. On July 9, 2009,
the Company filed a motion for summary dismissal and alternatively
for the stay of the Labor Motion. A preliminary session was held
on July 12, 2009. Ms. Deutsch filed her response to the Company's
response on November 10, 2009.
On February 8, 2010, the Tel Aviv Labor Court dismissed the case
for lack of material jurisdiction and ruled that it will be
transferred to the District Court in Tel Aviv. The case has been
scheduled for a preliminary hearing in the District Court in Tel
Aviv on October 11, 2011.
* Federal Class Action Filing Activity Rises, PwC Study Shows
-------------------------------------------------------------
Federal class action filing activity rose and the plaintiffs' bar
shifted from an overwhelming focus on the financial services
industry to a medley of issues across a variety of industries
according to the findings of the 15th annual Securities Litigation
Study released on April 7 by PwC US. The total number of filings
for 2010 (174) increased by 12% from 2009 (155), despite a
continuing decline in the number of financial-crisis-related
filings.
Rivaling the financial industry's top spot, the health industry
was the second most commonly sued industry, followed by the
technology industry. The utilities industry, specifically oil and
gas, experienced the highest percentage increase of filings for
any one industry during 2010 due to an increased number of cases
related to mergers and acquisitions (M&A) and the Gulf oil spill.
Despite 2010's decline in the number and percentage of financial-
crisis-related cases, overall filings reached the second highest
level in the last five years. Certain groups of filings with
specific common characteristics -- such as those filed against
educational companies, M&A-related cases filed across all
industries, and health industry cases -- all impacted this year's
filings. Cases filed against foreign private issuers (FIs), in
particular Chinese FIs, also contributed to the increase.
According to PwC, total settlement value in 2010 fell to the
lowest level since 2003 and the average value of settlements
decreased in 2010 compared to 2009 by 11%, from $34.0 million to
$30.1 million respectively. The average accounting-related
settlement value of $45.9 million was 319% greater than the
average non-accounting-related settlement value; in 2009 the
difference between the two kinds of settlements was 170%.
"Mega-frauds and corruption, supersized settlements, and sweeping
financial reforms are just some of the memorable news events that
emerged from the first decade of the 21st century," said
Grace Lamont, partner and U.S. securities litigation and
investigations practice leader for PwC. "As much as securities
litigation has evolved during that time, the second decade has the
potential to yield yet more transformations."
The signing of the Dodd-Frank Act into law on July 21, 2010 --
considered to be the most significant piece of financial reform
legislation since the 1930s -- bestowed new regulatory authority
upon the SEC and provided additional enforcement powers such as
whistleblower provisions in November 2010.
"The anticipated effects of Dodd-Frank, and particularly the
whistleblower program, could lead to a reinvigorated volume of
reported securities violations and associated class actions,"
added Ms. Lamont. "Other exogenous factors, such as the
possibility of WikiLeaks targeting specific industries and the
advances in global communication and networking access, may have
far larger implications."
Filings against FIs increased during 2010 by 35%. Fifteen of the
FI cases filed, or 56%, were against Asian companies, which was
almost three times the number filed in 2008 or 2009. Between 2006
and 2009 there was an average of seven cases per year brought
against Asian companies. According to the report, an
unprecedented 12 cases (44%) were filed against Chinese companies
in 2010. Aside from the cases brought against China-based entities
in 2010, cases were brought against companies headquartered in
Japan, South Korea, and Singapore.
"In years to come, 2010 may be viewed as a milestone year in
securities litigation against FIs," said Neil Keenan, principal in
PwC's Forensic Services practice. "The overall impact of the
Supreme Court's ruling in the Morrison v. National Australia Bank
case is yet to be determined, but early indications favor FI
defendants. On a broader level, some have questioned whether this
will impact companies' decisions regarding whether or not to list
ordinary shares on US exchanges, and many speculate that it could
reduce listings of international companies."
Other notable findings in the 2010 study include:
* Circuits: A shift in filings from east coast to west coast
The single largest number of filings in 2010 was recorded in the
Ninth Circuit, ending the dominance of the east coast, and
specifically the Second Circuit, which since 2005 has seen more
filings annually than any other. In 2010, 30% of filings were in
the Ninth Circuit compared to 24% in the Second Circuit.
* Percentage of accounting-related cases falls further
Accounting-related cases as a percentage of total cases fell from
37% in 2009 to 35% in 2010, representing the lowest level in 15
years (since the passage of the Private Securities Litigation
Reform Act of 1995 (PSLRA)). The percentage of accounting-related
cases relative to total filings measured each year has been less
than 50% for only 4 of the last 15 years analyzed.
* No reprieve for directors and officers
The majority of 2010 federal filings continued to name directors
and officers. Notably, almost all of the categories of directors
and officers named increased from last year.
* A decrease in filings against Fortune 500 companies
In 2010, 14% of filings were directed at Fortune 500 companies,
compared to 20% of filings in 2009. The percentage of 2010
filings approximated pre-financial-crisis levels.
"Corruption and bribery will continue to be ongoing priorities for
companies around the globe. Last year marked a strong uptick in
enforcement activity by US regulators, and this trend will likely
not abate on the heels of Dodd-Frank," stated Ms. Lamont.
For more information about PwC's Securities Litigation practice
and for a full copy of the annual study, please visit
http://www.10b5.com/
* "Merger Objection" Class Actions on the Rise, Advisen Says
------------------------------------------------------------
Janine Sagar, writing for Corporate Secretary, reports that the
number of securities class action lawsuits filed against directors
and officers may be below historical averages, but cases of
another kind -- those brought against the directors of companies
being acquired, known as "merger objection" lawsuits -- are
springing up like weeds, according to a new report from the
research firm Advisen.
The Advisen report, "Merger objection lawsuits: a threat to
primary D&O insurers?", notes that, until recently, directors' and
officers' (D&O) insurers haven't needed to worry too much about
this kind of litigation because defense costs were usually low.
Settlements were not normally big because the suits would
typically seek an injunction and reimbursement of attorney fees.
Today, however, "hundreds are being filed," says Dave Bradford,
executive vice president and co-founder of Advisen. "They're
almost a cost of doing business. If you're a company of a certain
size and you announce you're being acquired or merging with
another company, you can almost expect to be sued." Indeed, the
number of merger objection suits filed in the US has spiked from
18 in 2003 to 334 in 2010. This is not the result of increased
M&A activity, either: transaction announcements dropped sharply,
from 375 to around 252, between 2007 and 2010.
So what has caused the spike? According to Bradford and
Dan Bailey, chair of the D&O liability practice group at Bailey
Cavalieri in Columbus, Ohio, the plaintiff's bar is largely to
blame. With fewer securities class action lawsuits being filed,
lawyers representing shareholders in merger objection cases are
after the attorney fee awards that often accompany decisions in
the plaintiffs' favor, which amount to around $500,000 per case,
on average, Advisen reports.
Another contributory factor is the recession, which has led to
more deals being done "at depressed prices relative to
pre-recession valuations," the report states. "Not surprisingly,
shareholders sometimes were dissatisfied with the outcomes."
There's also a degree of opportunism, with plaintiff attorneys
aggressively pursuing cases in the knowledge that "companies are
often willing to quickly settle suits that threaten to hold up a
deal," Advisen notes. And while suits may still settle for
relatively small amounts, D&O liability insurers still need to be
wary of multiple costs being caused by just one event: a single
deal can trigger many lawsuits in multiple jurisdictions.
Characteristics of merger objection cases
Unlike typical class action lawsuits brought by a subset of
shareholders who bought stock during a specific period, merger
objection suits are usually brought by all the company's
shareholders. The allegations differ, too.
"The plaintiffs in [merger objection] cases claim the defendant
directors breached their fiduciary duties in their investigation,
evaluation and negotiation of a merger," explains Mr. Bailey.
"They allege that, because the board didn't do its job properly,
the price paid to the shareholders was inadequate. It's often
alleged that there's a conflict of interest for some of the board
members and, as a result, the directors are looking out not for
the shareholders' best interests but for their own." That's
unlike class action suits, which allege the directors and officers
failed to disclose a material fact and the plaintiffs/shareholders
bought the company's stock at an inflated price as a result.
Perhaps most significant for directors -- and their insurers --
are the differences in the relief shareholders seek in these
actions and the exposure defendants face. "In class action cases,
directors and officers are exposed to huge damages because each
share that's bought during the period has a multi-dollar loss, so
you multiply the number of shares by some dollar loss per share
and you get these huge numbers," explains Mr. Bailey. "In [merger
objection] cases, the damages are usually lower because they
amount to what the purchase price would have been if the
defendants had done their jobs properly. The shareholders are
seeking a bump-up in the price paid to them for their shares."
For this reason, merger objection cases are often referred to as
"bump-up" claims.
Mr. Bradford, who has spent 30 years in the insurance industry as
an underwriter and product developer, describes the other types of
relief shareholders in merger objection cases request. "Usually
the shareholders are looking for some kind of injunctive relief,"
he says. "They're looking for something to change: they want a
better deal, a broader auction process, a wider search for bids on
the company. They usually don't want [the merger] to stop dead-
cold." Sometimes shareholders demand something as simple as more
information about the merger.
While merger objection claims don't pose as great a risk to
directors as class action suits, one feature is important: where
they're filed. Unlike securities class action lawsuits typically
filed in federal court, some 80% of merger objection suits are
filed in state court.
"Sometimes cases involving the same announcement will be filed in
federal court and several state courts," says Mr. Bradford.
"That's one of the worst aspects of these suits: there's no
process to consolidate them like there is for securities class
action suits. That's why they're annoying -- you have to deal
with them individually." And the average number of jurisdictions
is growing. "In some instances, as many as six different
jurisdictions are involved," adds Mr. Bradford.
* Mugabe Seeks Class Action to Lift Sanctions on Zimbabwe
---------------------------------------------------------
The Zimbabwean reports that President Robert Mugabe is seeking the
endorsement of Parliament to embark on a class action against the
West's targeted sanctions on Zanu (PF) party officials and
entities.
The motion has been tabled in Parliament's upper house by
Senator Mandava. Despite mounting pressure, Prime Minister Morgan
Tsvangirai's MDC senators have refrained from participating in the
debate.
The GPA binds the MDC to: "take action to ensure all forms of
measures and sanctions against Zimbabwe be lifted in order to
facilitate a sustainable solution to the challenges that are
currently facing Zimbabwe; and commit themselves to working
together in re-engaging the international community with a view to
bringing to an end, the country's international isolation."
Mr. Mandava's motion claims "economic sanctions are hurting the
lives of ordinary Zimbabweans and driving many into poverty."
The motion calls on the inclusive government to constitute a class
action case in the European Court of Justice (ECJ), Court of First
Instance, to demand western powers withdraw the non-existent
"sanctions".
During the debate, Mr. Mandava acknowledged there was no cross-
party support for his proposal. "I move this motion eminently
aware of our differences and disagreements, on both cause and
effect of economic sanctions imposed by both the United States
under ZIDERA or it is "zidhee-rera" and EU under Council
Regulation EC 314.2004 CFSP," he said.
The action in Parliament is the latest in a multi-faceted campaign
to get the measures removed. Mr. Mugabe has used his overarching
powers to legislate the nationalization of foreign-owned mines
from Western countries have imposed sanctions on his party over
suspected election fraud and rights abuses.
Mr. Tsvangirai's MDC says all the three parties in the GNU must
first implement all the things agreed to in the Agreement before
going to the international community to be judged on the extent to
which Zimbabwean parties can keep promises.
Government has also formed a multi-partisan Re-engagement
Committee, chaired by Simbarashe Mumbengegwi, the Minister of
Foreign Affairs, with a specific mandate to ensure the measures
are removed.
But the committee's work has been stymied by Zanu (PF)'s disregard
for the rule of law and systematic campaign of intimidation
against the opposition.
MDC spokesman Nelson Chamisa said the MDC was not responsible or
accountable for Zanu (PF) failed policies and repression of the
past which led to the imposition of the measures.
"As a partner in the inclusive government we are committed to
remedying those failed policies and bringing real change to the
people of Zimbabwe," he said.
* Take-Up Rate for Class Action Settlements in Canada Low
---------------------------------------------------------
Drew Hasselback, writing for Legal Post, reports one of the hot
topics to emerge from a two-day conference on class actions at the
University of Windsor was the shockingly low take-up rate for
settlements.
Class actions usually end with either a settlement or a
discontinuance. For those cases that settle, the take-up rate for
qualified class members to participate in the proceeds averages
something less than 40%.
Lawyer Jonathane Ricci and financial advisor Paul Battaglia have
founded a claims processing firm called Canadian Claims Management
that will, in part, try to sell qualified institutional investors
on the merits of applying for their share of settlement proceeds
in securities class-action lawsuits.
"It's a full-time job for us," Mr. Battaglia says. "No one else
in Canada works on this 12 hours to 14 hours a day like we do."
Part of the business involves connecting investors with possible
settlements in return for a commission or finder's fee, perhaps
something like 10% or 15% of the recovery. Another part of the
business would be to accept retainers from institutional
investors, then function as monitors who would scan offering
documents, financial statements, court records and databases to
hunt down the settlements that might apply to the institutions.
The situation might seem odd: Why wouldn't sophisticated investors
know they qualify for settlement proceeds in a securities class
action?
In some cases, it could be that an institution isn't aware that it
might qualify for some cash, Mr. Battaglia explains.
An example might be an exchange traded fund, where the manager
focuses more on trading shares based on the movements of the index
rather than the activities of the member companies. If a company
that has settled a securities action was added to the index during
the class-action period, it could trigger eligibility.
It could also be the case that the fund manager is aware of the
settlement but doesn't think the amount at issue is worth the
effort of completing the paper work.
"There's always going to be a group of people who need this done
for them," Mr. Ricci says.
The two men attended the conference in Windsor and said the class-
actions bar is worried that if take-up rates don't increase, the
class-action system might fail.
A paper by Paul Morrison and Michael Rosenberg of McCarthy
Tetrault LLP presented at the conference details numerous studies
that have tried to shed some light on Canadian take-up rates. The
data suggests that the majority of class members fail to
participate in settlements.
The McCarthy paper cites statistics prepared by Vancouver-based
class-action litigator Ward Branch, who has described Canadian
take-up rates as ranging between 4% and 40%.
*********
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. Leah
Felisilda, Noemi Irene A. Adala, Rousel Elaine Fernandez, Joy A.
Agravante, Ronald Sy, Christopher Patalinghug, Frauline Abangan
and Peter A. Chapman, Editors.
Copyright 2011. All rights reserved. ISSN 1525-2272.
This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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are $25 each. For subscription information, contact Christopher
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* * * End of Transmission * * *