/raid1/www/Hosts/bankrupt/CAR

/raid1/www/Hosts/bankrupt/CAR_Public/110816.mbx C L A S S A C T I O N R E P O R T E R Tuesday, August 16, 2011, Vol. 13, No. 161 Headlines ACE LIMITED: Continues to Defend Suits Over Business Practices ALLIED HEALTHCARE: Faces Merger-Related Class Suit in New York AMAG PHARMACEUTICALS: Continues to Defend "Silverstrand" Suit AMAG PHARMACEUTICALS: Faces 7 Suits Over Proposed Allos Merger AMERICAN INTERNATIONAL: Continues to Defend Securities Suit in NY AMERICAN INTERNATIONAL: Continues to Defend ERISA Lawsuit in NY AMERICAN INTERNATIONAL: Securities Suit Still Pending in Ontario AMERICAN INTERNATIONAL: Accrued for NY Suit Full Settlement Amt. AMERICAN INTERNATIONAL: Final Fairness Hearing Set for Sept. 14 AMERICAN INTERNATIONAL: Continues to Face "Caremark" Suit in Ala. AT&T INC: Class Action Over Defective U-Verse Phone Dismissed ATRICURE INC: Insurance Carrier Pays Class Claim in "Levine" Suit CAMBREX CORP: Continues to Defend Lorazepam and Clorazepate Suit CITIGROUP INC: Appeal From Dismissal of ARS-Related Suit Pending CITIGROUP INC: Appeal in ERISA-Violations Suit Remains Pending CITIGROUP INC: Awaits Ruling in Interchange Fees-Related Suit CITIGROUP INC: Motion to Consolidate LIBOR-Related Suits Pending CITIGROUP INC: Motion to Dismiss Research-Related Suit Pending CITIGROUP INC: Plaintiffs Seek Class Standing in CDO-Related Suit CITIGROUP INC: Plea for Class Standing in Bond Suit Still Pending CONSTELLATION ENERGY: Continues to Defend Suit Over Exelon Merger CONSTELLATION ENERGY: Continues to Defend Securities Suit in Md. CONTINENTAL RESOURCES: Discovery in Royalty Fee Suit Ongoing DEPUY ORTHOPAEDICS: Locals Can Join Class Action at No Cost DYNEX CAPITAL: Trial in "Teamsters" Class Suit Set for November DYNEX CAPITAL: Unit Continues to Defend Suit in Pennsylvania EBIX INC: Holzer Holzer & Fistel Files Class Action in Georgia EMERGENT BIOSOLUTIONS: Court Dismisses Trubion-Related Class Suit EQT CORP: Balks at Ruling on Coalbed Methane Class Action EQUITY LIFESTYLE: Continues to Defend Wage Claim Class Suits EXPEDITORS INTERNATIONAL: Plea to Dismiss N.Y. Suit Still Pending GAMESTOP CORP: Faces Class Action Over Unsolicited Text Ads GREAT SOUTHERN: Continues to Defend Overdraft Fees Suit HARLAND CLARK: LaserPro-Related Class Suits Still Pending HAWAII SCHOOL: Faces Class Action Over Sexual Abuse HAWAIIAN ELECTRIC: Continues to Defend Suit Over Overdraft Fees HEARTWARE INTERNATIONAL: Faces Suit by Preferred Stockholders JONES FINANCIAL: Unit Continues to Defend Suit Over Certificates JONES FINANCIAL: Motion to Dismiss Lehman-Related Suit Pending KEYCORP: Motion to Dismiss Madoff-Related Suit Still Pending KINETIC CONCEPTS: Faces Two Shareholder Suits in Texas Over Merger KOHLBERG CAPITAL: Plaintiff Has Until Aug. 22 to Amend Complaint LEGGETT & PLATT: Continues to Defend Antitrust Suits in Ohio LEXMARK INT'L: Appeal From $8.3MM Award in "Molina" Suit Pending LINCOLN EDUCATIONAL: Awaits Ruling on Motion to Dismiss Class Suit LOOPNET INC: Signs MOU to Settle Merger-Related Class Suits MANNKIND CORP: Continues to Defend Consolidated Shareholder Suit MOHAWK INDUSTRIES: Court Refuses to Dismiss Polyurethane Suit NASCAR HOLDINGS: Sued for Sending Unsolicited Spam Text Messages NEW YORK LAW: Manipulates Employment Statistics, Suit Says NEXCEN BRANDS: Dec. 2 Class Action Settlement Hearing Set NORTHWEST PIPE: Awaits Ruling on Motion to Dismiss "Plumbers" Suit OCWEN FINANCIAL: Obtains Final Approval of Class Suit Settlement OKLAHOMA: Judge Delays DHS Class Action Trial Until February 2012 ORMAT TECHNOLOGIES: Certification Motion Pending in Nevada Suit PHILIPS LIGHTING: Recalls 1.86-MM Dimmable Reflector Flood Lamps PITNEY BOWES: Awaits Decision on Plea to Dismiss NECA-IBEW Suit PITNEY BOWES: Still Awaits Order on Plea to Dismiss Suit vs. Unit RADIANT SYSTEMS: Court Consolidates 3 Merger-Related Suits SATCON TECHNOLOGY: Holzer Holzer & Fistel Files Class Action SONY: Aware of Data Breach Risk, Playstation Class Action Claims SOUTHERN COPPER: Awaits Ruling in Suit Over Minera Mexico Merger SOUTHERN COPPER: Awaits Order on Plea to Consolidate "AMC" Suits SOUTHWEST AIR: Sued for Illegally Collecting Taxes on Tickets SPIRIT AEROSYSTEMS: Continues to Defend Age Discrimination Suit SPIRIT AEROSYSTEMS: Continues to Defend ERISA Class Suit in Kansas STATE STREET: Continues to Defend "Deceptive Practice" Suit STATE STREET: Continues to Defend Shareholder-Related Suits SUN HEALTHCARE: Unit Awaits Court Okay of Class Suit Settlement TEXAS ROADHOUSE: Continues to Defend "Crenshaw" Suit in Mass. TRANSATLANTIC HOLDINGS: Continues to Defend Merger-Related Suits TYSON FOODS: Remains a Defendant in "Thompson" Suit TYSON FOODS: FLSA MDL Parties Continue to Work on Remaining Suits TYSON FOODS: Awaits Ruling on Motion to Certify "Weissman" Lawsuit VALHI INC: Appeals in Lead Pigment Litigation Still Pending VENTAS INC: Continues to Defend NHP-Related Suits in Calif. & Md. VERIZON CALIFORNIA: Accused of Defrauding Phone Customers VIVUS INC: Oct. 5 Hearing Set for Motion to Dismiss "Kovtun" Suit WARNER CHILCOTT: Continues to Defend ACTONEL Suits in Canada WARNER CHILCOTT: Continues to Defend FLSA Suit in Illinois WELLS FARGO: AARP Class Action May Include Past HECM Borrowers XL GROUP: Fairness Hearing Set for September in Suit vs. Unit YAHOO! INC: Appeals in Consolidated Suit vs. Unit Still Pending YAHOO! INC: Continues to Defend Securities Suit in California ********* ACE LIMITED: Continues to Defend Suits Over Business Practices -------------------------------------------------------------- ACE Limited continues to defend itself against various class action lawsuits related to its business practices, according to the Company's August 4, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. ACE, ACE INA Holdings Inc., and ACE USA, Inc., along with a number of other insurers and brokers, were named in a series of federal putative nationwide class actions brought by insurance policyholders. The Judicial Panel on Multidistrict Litigation (JPML) consolidated these cases in the District of New Jersey. On August 1, 2005, plaintiffs in the New Jersey consolidated proceedings filed two consolidated amended complaints -- one concerning commercial insurance and the other concerning employee benefit plans. The employee benefit plans litigation against ACE has been dismissed. In the commercial insurance complaint, the plaintiffs named ACE, ACE INA Holdings Inc., ACE USA, Inc., ACE American Insurance Co., Illinois Union Insurance Co., and Indemnity Insurance Co. of North America. They allege that certain brokers and insurers, including certain ACE entities, conspired to increase premiums and allocate customers through the use of "B" quotes and contingent commissions. In addition, they allege that the broker defendants received additional income by improperly placing their clients' business with insurers through related wholesale entities that acted as intermediaries between brokers and insurers. Plaintiffs also allege that broker defendants tied the purchase of primary insurance to the placement of such coverage with reinsurance carriers through the broker defendants' reinsurance broker subsidiaries. The complaint asserts the following causes of action against ACE: Federal Racketeer Influenced and Corrupt Organizations Act (RICO), federal antitrust law, state antitrust law, aiding and abetting breach of fiduciary duty, and unjust enrichment. In 2006 and 2007, the Court dismissed plaintiffs' first two attempts to properly plead a case without prejudice and permitted plaintiffs one final opportunity to re-plead. The amended complaint, filed on May 22, 2007, purported to add several new ACE defendants: ACE Group Holdings, Inc., ACE US Holdings, Inc., Westchester Fire Insurance Company, INA Corporation, INA Financial Corporation, INA Holdings Corporation, ACE Property and Casualty Insurance Company, and Pacific Employers Insurance Company. Plaintiffs also added a new antitrust claim against Marsh, ACE, and other insurers based on the same allegations as the other claims but limited to excess casualty insurance. In 2007, the Court granted defendants' motions to dismiss plaintiffs' antitrust and RICO claims with prejudice. The Court also declined to exercise supplemental jurisdiction over plaintiffs' state law claims and dismissed those claims without prejudice. Plaintiffs appealed to the United States Court of Appeals for the Third Circuit. On August 16, 2010, the Third Circuit affirmed, in part, and vacated, in part, the District Court's previous dismissals with instructions for further briefing at the District Court on remand. Defendants renewed their motions consistent with the Third Circuit's instructions. On June 28, 2011, the District Court administratively terminated defendants' motions without prejudice to re-file after adjudication of issues related to a proposed class settlement involving a number of other parties. The Court set September 14, 2011 for a fairness hearing on the proposed settlement, but did not indicate when it would finally resolve all issues such that ACE may re-file its motions to dismiss. As of August 3, 2011, plaintiffs have not specified an amount of alleged damages and the Court has not decided defendants' renewed motions to dismiss. The Court has also not determined if this case may proceed as a class action and has, therefore, not determined the size or scope of any class. As a result, ACE is unable to reasonably estimate the potential loss or range of losses, if any, arising from this litigation. There are a number of federal actions brought by policyholders based on allegations similar to the allegations in the consolidated federal actions that were filed in, or transferred to, the United States District Court for the District of New Jersey for coordination ("tag-along cases"). All proceedings in these tag-along cases are currently stayed. * New Cingular Wireless Headquarters LLC et al. v. Marsh & McLennan Companies, Inc. et al. (Case No. 06-5120; D.N.J.), was originally filed in the Northern District of Georgia on April 4, 2006. ACE, ACE American Ins. Co., ACE USA, Inc., ACE Bermuda Ins. Co. Ltd., Illinois Union Ins. Co., Pacific Employers Ins. Co., and Lloyd's of London Syndicate 2488 AGM, along with a number of other insurers and brokers, are named. * Avery Dennison Corp. v. Marsh & McLennan Companies, Inc. et al. (Case No. 07-00757; D.N.J.) was filed on February 13, 2007. ACE, ACE INA Holdings Inc., ACE USA, Inc., and ACE American Insurance Co., along with a number of other insurers and brokers, are named. * Henley Management Co., Inc. et al v. Marsh, Inc. et al. (Case No. 07-2389; D.N.J.) was filed on May 27, 2007. ACE USA, Inc., along with a number of other insurers and Marsh, are named. * Lincoln Adventures LLC et al. v. Those Certain Underwriters at Lloyd's, London Members of Syndicates 0033 et al. (Case No. 07-60991; D.N.J.) was originally filed in the Southern District of Florida on July 13, 2007. Supreme Auto Transport LLC et al. v. Certain Underwriters of Lloyd's of London, et al. (Case No. 07-6703; D.N.J.) was originally filed in the Southern District of New York on July 25, 2007. Lloyd's of London Syndicate 2488 AGM, along with a number of other Lloyd's of London Syndicates and various brokers, are named in both actions. The allegations in these putative class- action lawsuits are similar to the allegations in the consolidated federal actions, although these lawsuits focus on alleged conduct within the London insurance market. * Sears, Roebuck & Co. et al. v. Marsh & McLennan Companies, Inc. et al. (Case No. 07-2535; D.N.J.) was originally filed in the Northern District of Georgia on October 12, 2007. ACE American Insurance Co., ACE Bermuda Insurance Ltd., and Westchester Surplus Lines Insurance Co., along with a number of other insurers and brokers, are named. As of August 3, 2011, plaintiffs have not specified an amount of alleged damages in any of the tag-along cases. The proceedings in the tag-along cases were stayed at a very early stage, before ACE could challenge the sufficiency of the claims with, for example, motions to dismiss. Also, the scope of the tag-along cases, in large part, will be affected by the outcome of the MDL Court's decision on defendants' renewed motions to dismiss. As a result, ACE is unable to reasonably estimate the potential loss or range of losses, if any, arising from these litigations. In addition to the related federal cases, there are two pending state cases with allegations similar to those in the consolidated federal actions: * Van Emden Management Corporation v. Marsh & McLennan Companies, Inc., et al. (Case No. 05-0066A; Superior Court of Massachusetts), a class action in Massachusetts, was filed on January 13, 2005. Illinois Union Insurance Company is named. The Van Emden case has been stayed pending resolution of the consolidated proceedings in the District of New Jersey or until further order of the Court. As of August 3, 2011, plaintiffs have not specified an amount of alleged damages in this case. The proceedings were stayed at a very early stage, before ACE could challenge the sufficiency of the claims with, for example, a motion to dismiss. As a result, ACE is unable to reasonably estimate the potential loss or range of losses, if any, arising from this litigation. * State of Ohio, ex. rel. Marc E. Dann, Attorney General v. American Int'l Group, Inc. et al. (Case No. 07-633857; Court of Common Pleas in Cuyahoga County, Ohio) is an Ohio state action filed by the Ohio Attorney General on August 24, 2007. ACE INA Holdings Inc., ACE American Insurance Co., ACE Property & Casualty Insurance Co., Insurance Company of North America, and Westchester Fire Insurance Co., along with a number of other insurance companies and Marsh, are named. Defendants filed motions to dismiss in November 2007. On July 2, 2008, the court denied all of the defendants' motions. Discovery is ongoing. Trial is set for September 12, 2011. In January 2011, plaintiff submitted an expert report in which it claims that ACE should be liable for $11.3 million in overcharges to Ohio public entities; plaintiffs may claim that this amount should be trebled pursuant to Ohio antitrust law. Plaintiff also seeks to impose a $10.3 million penalty on ACE related to ACE's sales of private insurance in Ohio. ACE believes that these claims are without merit and continues to defend them vigorously. In all of the lawsuits, except where specifically noted, plaintiffs seek compensatory and in some cases special damages without specifying an amount. As a result, ACE cannot at this time estimate its potential costs related to these legal matters and, accordingly, no liability for compensatory damages has been established in the consolidated financial statements. ACE's ultimate liability for these matters is not likely to have a material adverse effect on ACE's consolidated financial condition, although it is possible that the effect could be material to ACE's consolidated results of operations for an individual reporting period. ALLIED HEALTHCARE: Faces Merger-Related Class Suit in New York -------------------------------------------------------------- Allied Healthcare International Inc. is facing a class action lawsuit challenging its proposed merger with Saga Group Limited, according to the Company's August 4, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. On July 28, 2010 the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Saga Group Limited ("Saga") and AHL Acquisition Corp., a wholly-owned subsidiary of Saga ("Acquisition Sub"). Upon the consummation of the merger contemplated by the Merger Agreement, each outstanding share of Company common stock, other than shares owned by Saga, Acquisition Sub or any other wholly-owned subsidiary of Saga and shares held in the treasury of the Company, will be converted into the right to receive $3.90 in cash, without interest. Each outstanding option and stock appreciation right ("SAR") that has vested prior to the merger, including those options and SARs that vest as a result of the merger, will be converted into the right to receive $3.90 less the per share exercise price of the option or SAR, multiplied by the number of shares of common stock subject to such option or SAR. If the exercise price of any option or SAR is equal to or greater than $3.90, the option or SAR will be cancelled without payment. The completion of the merger is subject to various conditions, including, among others, obtaining the approval of the Company's shareholders, which, under New York law, will require the vote of at least two-thirds of the Company's outstanding shares of common stock. The parties expect to notify the merger to the Competition Authority in Ireland, where the Company and affiliates of Saga have operations, as soon as possible. Consummation of the merger is not subject to a financing condition. The Merger Agreement provides that it may be terminated by either party if the merger contemplated thereby has not occurred on or prior to December 31, 2011; provided, however, that if the only reason for the failure to consummate the merger on or before such date is the failure to have obtained the necessary antitrust clearance in Ireland, the termination date shall be extended to February 29, 2012. Under the Merger Agreement, the Company may be required to pay Saga a termination fee of $5.2 million under certain circumstances, including if the Board of Directors of the Company, following the receipt of a superior proposal, changes its recommendation to the shareholders to vote in favor of the merger. In connection with the execution of the Merger Agreement, the Company entered into a retention bonus agreement with its Chief Executive Officer and Allied Healthcare Group Limited, a subsidiary of the Company, entered into a retention bonus agreement with the Chief Financial Officer of the Company. On August 3, 2011, a putative class action complaint was filed by a shareholder of the Company against the Company, the members of the Company's Board of Directors, Saga and Acquisition Sub in the Supreme Court of the State of New York for the County of New York challenging the proposed merger, captioned Zimmerman v. Allied Healthcare International Inc., No. 652158/2011 (N.Y. Sup. Ct. filed August 3, 2011). The complaint alleges that the Company's directors breached their fiduciary duties in negotiating and approving the merger agreement. The complaint further alleges that the Company and/or Saga aided and abetted the members of the board in their alleged breaches of fiduciary duties. The complaint seeks various forms of relief, including injunctive relief to prevent consummation of the merger. The Company intends to defend this lawsuit vigorously. AMAG PHARMACEUTICALS: Continues to Defend "Silverstrand" Suit ------------------------------------------------------------- AMAG Pharmaceuticals, Inc., continues to defend a securities class action lawsuit commenced by Silverstrand Investments, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. A purported class action complaint was originally filed on March 18, 2010, in the United States District Court for the District of Massachusetts, entitled Silverstrand Investments v. AMAG Pharm., Inc., et. al., Civil Action No. 1:10-CV-10470-NMG, and was amended on September 15, 2010, and on December 17, 2010. The second amended complaint filed on December 17, 2010, alleges that the Company and its President and Chief Executive Officer, former Executive Vice President and Chief Financial Officer, the Company's Board of Directors, and certain underwriters in the Company's January 2010 offering of common stock violated certain federal securities laws, specifically Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, and that the Company's President and Chief Executive Officer and former Executive Vice President and Chief Financial Officer violated Section 15 of such Act, respectively, by making certain alleged false and misleading statements and omissions in a registration statement filed in January 2010. The plaintiff seeks unspecified damages on behalf of a purported class of purchasers of the Company's common stock pursuant to the Company's common stock offering on or about January 21, 2010. The Court has not set a trial date for this matter. The Company believes that the allegations contained in the complaint are without merit and intend to defend the case vigorously. The Company has not recorded an estimated liability associated with this legal proceeding as the Company does not believe that such a liability is probable nor does the Company believe that a range of loss is currently estimable. However, the Company expects that the costs and expenses related to this litigation could be significant. The Company's current director and officer liability insurance policies provide that the Company is responsible for the first $1.0 million of such costs and expenses. Also, a judgment or settlement of these actions could exceed the Company's insurance coverage. AMAG PHARMACEUTICALS: Faces 7 Suits Over Proposed Allos Merger -------------------------------------------------------------- AMAG Pharmaceuticals, Inc., is facing seven putative class action lawsuits arising out of its proposed merger with Allos Therapeutics, Inc., according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. On July 19, 2011, the Company entered into an Agreement and Plan of Merger and Reorganization with Alamo Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary, or Merger Sub, and Allos Therapeutics, Inc., pursuant to which Merger Sub will merge with and into Allos in a strategic business combination, with Allos continuing as the surviving corporation and as the Company's wholly-owned subsidiary. Allos is a biopharmaceutical company committed to the development and commercialization of innovative anti-cancer therapeutics. Between July 21, 2011, and July 27, 2011, seven putative class action lawsuits were filed against the Company, Allos, Merger Sub, and members of the board of directors of Allos arising out of the merger. Two lawsuits were filed in the United States District Court for the District of Colorado on July 21, 2011, and July 22, 2011, (entitled James Radmore and John Salem v. Allos Therapeutics, Inc., et al. and A.E. Everage Jr. v. Allos Therapeutics, Inc., et al.); two lawsuits were filed on July 26, 2011, and July 27, 2011, in the Court of Chancery of the State of Delaware (entitled Hoyan Lam v. Allos Therapeutics, Inc., et al. and Denis Mulligan v. Paul Berns, et al.); two lawsuits were filed in Jefferson County District Court for the State of Colorado on July 26, 2011, (entitled Rupert Nunn v. Paul Berns, et al. and Lyla Stevens, et al. v. Stephen J. Hoffman, et al.) and one lawsuit was filed on July 27, 2011, in Jefferson County District Court for the State of Colorado (entitled John Hannon and Ed Fisher v. Allos Therapeutics, Inc., et al.). The Delaware plaintiffs have asked the Court of Chancery to consolidate their two actions into one case entitled In re Allos Therapeutics, Inc Shareholders Litigation. These lawsuits generally allege that the members of the board of directors of Allos breached their fiduciary duties of loyalty, care, independence, good faith and fair dealing to Allos's stockholders by entering into the merger agreement because they, among other things, (i) failed to maximize stockholder value; (ii) used a process that was unfair and inadequate and tailored to better their own interests at the expense of Allos's public stockholders; (iii) failed to implement a bidding mechanism to foster a fair auction or took steps to avoid competitive bidding; and (iv) agreed to preclusive deal- protection terms. These lawsuits also allege that the Company, Allos and Merger Sub aided and abetted the board of directors of Allos in breaching their fiduciary duties. Plaintiffs seek to stop or delay the acquisition of Allos by the Company, or rescission of the Merger in the event it is consummated, and seek monetary damages in an unspecified amount to be determined at trial. The Company believes the allegations in these lawsuits are without merit and the Company intends to defend against them vigorously. The Company has not recorded an estimated liability associated with this legal proceeding as the Company does not believe that such a liability is probable nor does the Company believe that a range of loss is currently estimable. AMERICAN INTERNATIONAL: Continues to Defend Securities Suit in NY ----------------------------------------------------------------- American International Group, Inc. continues to defend itself in a consolidated class action lawsuit captioned In re American International Group, Inc. 2008 Securities Litigation in New York, according to the Company's August 4, 2011 Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. Between May 21, 2008 and January 15, 2009, eight purported securities class action complaints were filed against the Company and certain directors and officers of the Company and AIG Financial Products Corp., the Company's outside auditors, and the underwriters of various securities offerings in the United States District Court for the Southern District of New York (the Southern District of New York), alleging claims under the Securities Exchange Act of 1934 or claims under the Securities Act of 1933. On March 20, 2009, the Court consolidated all eight of the purported securities class actions as In re American International Group, Inc. 2008 Securities Litigation (the Consolidated 2008 Securities Litigation). On May 19, 2009, lead plaintiff in the Consolidated 2008 Securities Litigation filed a consolidated complaint on behalf of purchasers of AIG stock during the alleged class period of March 16, 2006 through September 16, 2008, and on behalf of purchasers of various AIG securities offered pursuant to the Company's shelf registration statements. The consolidated complaint alleges that defendants made statements during the class period in press releases, the Company's quarterly and year-end filings, during conference calls, and in various registration statements and prospectuses in connection with the various offerings that were materially false and misleading and that artificially inflated the price of the Company's stock. The alleged false and misleading statements relate to, among other things, the Subprime Exposure Issues. The consolidated complaint alleges violations of Sections 10(b) and 20(a) of the Exchange Act and Sections 11, 12(a)(2), and 15 of the Securities Act. On August 5, 2009, defendants filed motions to dismiss the consolidated complaint, and on September 27, 2010 the Court denied the motions to dismiss. On November 24, 2010 and December 10, 2010, the Company and all other defendants filed answers to the consolidated complaint denying the material allegations therein and asserting their defenses. On April 1, 2011, the lead plaintiff in the Consolidated 2008 Securities Litigation filed a motion to certify a class of plaintiffs. As of August 1, 2011, plaintiffs have not specified an amount of alleged damages, discovery has only recently commenced and the Court has not determined if a class action is appropriate or the size or scope of any class. As a result, the Company is unable to reasonably estimate the possible loss or range of losses, if any, arising from the litigation. American International Group, Inc. operates in three segments, namely Chartis, SunAmerica Financial Group and Financial Services. AMERICAN INTERNATIONAL: Continues to Defend ERISA Lawsuit in NY --------------------------------------------------------------- American International Group, Inc. continues to defend a consolidated class action lawsuit under the Employee Retirement Income Security Act in New York, captioned In re American International Group, Inc. ERISA Litigation II, according to the Company's August 4, 2011 Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. Between June 25, 2008, and November 25, 2008, the Company, certain of its directors and officers, and members of the Company's Retirement Board and Investment Committee were named as defendants in eight purported class action complaints asserting claims on behalf of participants in certain pension plans sponsored by AIG or its subsidiaries. On March 19, 2009, the Court consolidated these eight actions as In re American International Group, Inc. ERISA Litigation II. On June 26, 2009, lead plaintiffs' counsel filed a consolidated amended complaint. The action purports to be brought as a class action under the Employee Retirement Income Security Act of 1974, as amended (ERISA), on behalf of all participants in or beneficiaries of certain benefit plans of AIG and its subsidiaries that offered shares of the Company's common stock. In the consolidated amended complaint, plaintiffs allege, among other things, that the defendants breached their fiduciary responsibilities to plan participants and their beneficiaries under ERISA, by continuing to offer the AIG Stock Fund as an investment option in the plans after it allegedly became imprudent to do so. The alleged ERISA violations relate to, among other things, the defendants' purported failure to monitor or disclose certain matters, including the Subprime Exposure Issues. On September 18, 2009, defendants filed motions to dismiss the consolidated amended complaint. On March 31, 2011, the Court granted defendants' motions to dismiss with respect to one plan at issue, and denied defendants' motions to dismiss with respect to the other two plans at issue. As of August 1, 2011, plaintiffs have not specified an amount of alleged damages, discovery has only recently commenced, and the Court has not determined if a class action is appropriate or the size or scope of any class. As a result, the Company is unable to reasonably estimate the possible loss or range of losses, if any, arising from the litigation. American International Group, Inc. operates in three segments, namely Chartis, SunAmerica Financial Group and Financial Services. AMERICAN INTERNATIONAL: Securities Suit Still Pending in Ontario ---------------------------------------------------------------- The Ontario Superior Court of Justice has not yet determined whether it has jurisdiction over a securities class action against American International Group, Inc., according to the Company's August 4, 2011 Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. On November 12, 2008, an application was filed in the Ontario Superior Court of Justice for leave to bring a purported class action against the Company, AIG Financial Products, Corp., certain directors and officers of the Company and Joseph Cassano, the former Chief Executive Officer of AIGFP, pursuant to the Ontario Securities Act. If the Court grants the application, a class plaintiff will be permitted to file a statement of claim against defendants. The proposed statement of claim would assert a class period of November 10, 2006 through September 16, 2008 (later amended to March 16, 2006 through September 16, 2008) and would allege that during this period defendants made false and misleading statements and omissions in quarterly and annual reports and during oral presentations in violation of the Ontario Securities Act. On April 17, 2009, defendants filed a motion record in support of their motion to stay or dismiss for lack of jurisdiction and forum non conveniens. On July 12, 2010, the Court adjourned a hearing on the motion pending a decision by the Supreme Court of Canada in another action with respect to similar issues raised in the action pending against the Company. In plaintiff's proposed statement of claim, plaintiff alleged general and special damages of $500 million, and punitive damages of $50 million plus prejudgment interest or such other sums as the Court finds appropriate. As of August 1, 2011, the Court has not determined whether it has jurisdiction or granted plaintiff's application to file a statement of claim and no discovery has occurred. As a result, the Company is unable to reasonably estimate the possible loss or range of losses, if any, arising from the litigation. American International Group, Inc. operates in three segments, namely Chartis, SunAmerica Financial Group and Financial Services. AMERICAN INTERNATIONAL: Accrued for NY Suit Full Settlement Amt. ----------------------------------------------------------------- American International Group, Inc. disclosed that as of June 30, 2011, it had accrued for the full amount of the settlement reached in a consolidated class action lawsuit entitled In re American International Group, Inc. Securities Litigation in New York, according to the Company's August 4, 2011 Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. Beginning in October 2004, a number of putative securities fraud class action suits were filed in the Southern District of New York against the Company and consolidated as In re American International Group, Inc. Securities Litigation (the Consolidated 2004 Securities Litigation). Subsequently, a separate, though similar, securities fraud action was also brought against AIG by certain Florida pension funds. The lead plaintiff in the Consolidated 2004 Securities Litigation is a group of public retirement systems and pension funds benefiting Ohio state employees, suing on behalf of themselves and all purchasers of the Company's publicly traded securities between October 28, 1999 and April 1, 2005. The named defendants are the Company and a number of present and former officers and directors of the Company, as well as Starr, SICO, General Reinsurance Corporation (General Re), and PricewaterhouseCoopers LLP, among others. The lead plaintiff alleges, among other things, that AIG: (1) concealed that it engaged in anti-competitive conduct through alleged payment of contingent commissions to brokers and participation in illegal bid-rigging; (2) concealed that it used "income smoothing" products and other techniques to inflate its earnings; (3) concealed that it marketed and sold "income smoothing" insurance products to other companies; and (4) misled investors about the scope of government investigations. In addition, the lead plaintiff alleges that Greenberg manipulated the Company's stock price. The lead plaintiff asserts claims for violations of Sections 11 and 15 of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Sections 20(a) and Section 20A of the Exchange Act. In October 2009, the lead plaintiff advised the Court that it had entered into a settlement agreement with Greenberg, Smith, Christian M. Milton, Michael J. Castelli, SICO and Starr. At the lead plaintiff's request, the Court has entered an order dismissing all of the lead plaintiff's claims against these defendants "without prejudice" to any party. The settlement agreement between lead plaintiff and these defendants was filed with the Court on January 6, 2011. On February 22, 2010, the Court issued an opinion granting, in part, lead plaintiffs' motion for class certification. The Court rejected lead plaintiffs' request to include in the class purchasers of certain AIG bonds and declined to certify a class with respect to certain counts of the complaint and dismissed those claims for lack of standing. With respect to the remaining claims under the Exchange Act on behalf of putative class members who had purchased AIG Common Stock, the Court declined to certify a class as to certain defendants other than AIG and rejected lead plaintiffs' claims that class members could establish injury based on disclosures on two of the six dates lead plaintiffs had proposed, but certified a class consisting of all shareholders who purchased or otherwise acquired AIG Common Stock during the class period of October 28, 1999 to April 1, 2005, and who possessed that stock over one or more of the dates October 14, 2004, October 15, 2004, March 17, 2005 or April 1, 2005, as well as persons who held AIG Common Stock in two companies at the time they were acquired by AIG in exchange for AIG Common Stock, and were allegedly damaged thereby. In light of the class certification decision, on March 5, 2010, the Court denied as moot General Re's and lead plaintiffs' motion to certify their proposed settlement, and on March 18, 2010, PwC withdrew its motion to approve its proposed settlement with lead plaintiffs. Lead plaintiffs and AIG each filed petitions requesting permission to file an interlocutory appeal of the class certification decision. AIG, General Re, Richard Napier and Ronald Ferguson each filed opposition briefs to lead plaintiffs' petition. On May 17, 2010, PwC and lead plaintiffs jointly moved for final approval of their settlement as proposed prior to class certification. On November 30, 2010, the Court approved the settlement between lead plaintiffs and PwC. On December 13, 2010, four shareholders filed a notice of appeal of the final judgment. The appeal is currently pending in the Second Circuit. On June 23, 2010, General Re and lead plaintiffs jointly moved for preliminary approval of their settlement. On September 10, 2010, the Court issued an opinion denying the motion for preliminary approval and, on September 23, 2010, the Court dismissed the lead plaintiffs' causes of action with respect to General Re. On October 21, 2010, lead plaintiffs filed a notice of appeal of the Court's September 23, 2010 order dismissing the claims against the Gen Re defendants, as well as the March 4, 2010 order refusing to preliminarily approve a settlement with the Gen Re defendants, and the February 22, 2010 class certification order to the extent it denied class certification for the claims against the Gen Re defendants. On June 28, 2010, the Second Circuit granted the Company's petition seeking permission to file an interlocutory appeal of the class certification decision, and denied the petition by lead plaintiffs. On September 1, 2010, the Company and lead plaintiffs entered into a stipulation to withdraw the Company's interlocutory appeal without prejudice to reinstate the appeal in the future, which has been endorsed by the Second Circuit. On February 4, 2011, AIG and lead plaintiffs entered into a stipulation to extend the time by which the appeal must be reinstated, which has been endorsed by the Second Circuit. On July 14, 2010, the Company approved the terms of a settlement (the Settlement) with lead plaintiffs. The Settlement is conditioned on, among other things, court approval and a minimum level of shareholder participation. Under the terms of the Settlement, if consummated, the Company will pay an aggregate of $725 million, $175 million of which is to be paid into escrow within ten days of preliminary court approval. The Company's obligation to fund the remainder of the settlement amount was conditioned on its having consummated one or more common stock offerings raising net proceeds of at least $550 million prior to final court approval. On July 20, 2010, at the joint request of the Company and lead plaintiffs, the District Court entered an order staying all deadlines in the case. On November 30, 2010, the Company and lead plaintiffs executed their agreement of settlement and compromise. On November 30, 2010, lead plaintiffs filed a motion for preliminary approval of the settlement with the Company, which is currently pending. On May 27, 2011, the Company completed a registered public offering of 300 million shares of AIG Common Stock. The offering ensures that the Company's payment under the settlement will be in cash, not AIG Common Stock. On June 10, 2011, pursuant to the Court's direction, lead plaintiff filed amended shareholder notices reflecting the fact that the Company payment would be in cash because of the completion of the public offering. As of June 30, 2011, the Company had accrued for the full amount of the Settlement. American International Group, Inc. operates in three segments, namely Chartis, SunAmerica Financial Group and Financial Services. AMERICAN INTERNATIONAL: Final Fairness Hearing Set for Sept. 14 --------------------------------------------------------------- A final fairness hearing with respect to a settlement reached in In re Insurance Brokerage Antitrust Litigation, referred to as the Commercial Complaint, is scheduled for September 14, 2011, according to American International Group, Inc.'s August 4, 2011 Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. Commencing in 2004, policyholders brought multiple federal antitrust and RICO class actions in jurisdictions across the nation against insurers and brokers, including the Company and a number of its subsidiaries, alleging that the insurers and brokers engaged in one or more broad conspiracies to allocate customers, steer business, and rig bids. These actions, including 24 complaints filed in different federal courts naming the Company or an AIG subsidiary as a defendant, were consolidated by the judicial panel on multi-district litigation and transferred to the United States District Court for the District of New Jersey (District of New Jersey) for coordinated pretrial proceedings. The consolidated actions have proceeded in that Court in two parallel actions, In re Insurance Brokerage Antitrust Litigation -- the Commercial Complaint -- and In re Employee Benefits Insurance Brokerage Antitrust Litigation -- the Employee Benefits Complaint. The plaintiffs in the Commercial Complaint are a group of corporations, individuals and public entities that contracted with the broker defendants for the provision of insurance brokerage services for a variety of insurance needs. The broker defendants are alleged to have placed insurance coverage on the plaintiffs' behalf with a number of insurance companies named as defendants, including AIG subsidiaries. The Commercial Complaint also named various brokers and other insurers as defendants (three of which have since settled). The Commercial Complaint alleges that defendants engaged in a number of overlapping "broker-centered" conspiracies to allocate customers through the payment of contingent commissions to brokers and through purported "bid- rigging" practices. It also alleges that the insurer and broker defendants participated in a "global" conspiracy not to disclose to policyholders the payment of contingent commissions. Plaintiffs assert that the defendants violated the Sherman Antitrust Act, the Racketeer Influenced and Corrupt Organizations Act (RICO), and the antitrust laws of 48 states and the District of Columbia, and are liable under common law breach of fiduciary duty and unjust enrichment theories. Plaintiffs seek treble damages plus interest and attorneys' fees as a result of the alleged RICO and Sherman Antitrust Act violations. The plaintiffs in the Employee Benefits Complaint are a group of individual employees and corporate and municipal employers alleging claims on behalf of two separate nationwide purported classes: an employee class and an employer class that acquired insurance products from the defendants from January 1, 1998 to December 31, 2004. The Employee Benefits Complaint names AIG, as well as various other brokers and insurers, as defendants. The activities alleged in the Employee Benefits Complaint, with certain exceptions, track the allegations of customer allocation through steering and bid-rigging made in the Commercial Complaint. The District Court, in connection with the Commercial and Employee Benefits Complaints, granted (without leave to amend) defendants' motions to dismiss the federal antitrust and RICO claims on August 31, 2007 and September 28, 2007. The Court declined to exercise supplemental jurisdiction over the state law claims in the Commercial Complaint and therefore dismissed it in its entirety. Plaintiffs appealed the dismissal of the Commercial Complaint to the United States Court of Appeals for the Third Circuit on October 10, 2007. On January 14, 2008, the District Court granted summary judgment to defendants on plaintiffs' ERISA claims in the Employee Benefits Complaint. On February 12, 2008, plaintiffs filed a notice of appeal to the Third Circuit with respect to the dismissal of the antitrust and RICO claims in the Employee Benefits Complaint. On August 16, 2010, the Third Circuit affirmed the dismissal of the Employee Benefits Complaint in its entirety, affirmed in part and vacated in part the District Court's dismissal of the Commercial Complaint, and remanded the case for further proceedings consistent with the opinion. Specifically, the Third Circuit affirmed the dismissal of plaintiffs' broader antitrust and RICO claims, but the Court reversed the District Court's dismissal of alleged "Marsh-centered" antitrust and RICO claims based on allegations of bid-rigging involving excess casualty insurance. The Court remanded these Marsh-centered claims to the District Court for consideration as to whether plaintiffs had adequately pleaded them. Because the Third Circuit vacated in part the judgment dismissing the federal claims in the Commercial Complaint, the Third Circuit also vacated the District Court's dismissal of the state-law claims in the Commercial Complaint. On October 1, 2010, defendants named in the Commercial Complaint filed motions to dismiss the remaining remanded claims in the District of New Jersey. On March 18, 2011, the Company and certain other defendants announced that they had entered into a memorandum of understanding (MOU) with class plaintiffs to settle the claims asserted against them in the Commercial Complaint. Under the terms of the MOU, it is anticipated that AIG will pay approximately $7 million of a total aggregate settlement amount of approximately $37 million. The settlement is conditioned on, among other things, the execution of a formal settlement agreement, court approval, and a minimum level of participation in the settlement fund by eligible purchasers of excess casualty insurance policies. Plaintiffs' attorneys' fees and litigation expenses, and the aggregate costs of notice and claims administration in connection with the settlement, would be paid from the settlement fund. On June 20, 2011, the Court "administratively terminated" without prejudice the various Defendants' pending motions to dismiss the proposed class plaintiffs' operative pleading indicating that those motions may be re-filed after adjudication of all issues related to the proposed class settlement and subject to the approval of the Magistrate Judge. On June 27, 2011, the Court preliminarily approved the class settlement. On June 30, 2011, AIG placed its portion of the total settlement payment into escrow. If the settlement does not receive final court approval, those funds will revert to AIG. A final fairness hearing is scheduled for September 14, 2011. Tag-along Class Actions A number of complaints making allegations similar to those in the Multi-District Litigation have been filed against AIG and other defendants in state and federal courts around the country. The defendants have thus far been successful in having the federal actions transferred to the District of New Jersey and consolidated into the Multi-District Litigation. These additional consolidated actions are still pending in the District of New Jersey, but are currently stayed. In one of those consolidated actions, Palm Tree Computer Systems, Inc. v. Ace USA (Palm Tree), which is brought by two named plaintiffs on behalf of a proposed class of insurance purchasers, the plaintiffs allege specifically with respect to their claim for breach of fiduciary duty against the insurer defendants that neither named plaintiff nor any member of the proposed class suffered damages "exceeding $74,999 each." Plaintiffs do not specify damages as to other claims against the insurer defendants in the complaint. The plaintiffs in Palm Tree have not yet sought certification of the class, as that case has been stayed by the District Court in New Jersey. Because discovery has not been completed and the District Court has not determined if a class action is appropriate or the size or scope of any class, the Company is unable to reasonably estimate the possible loss or range of losses, if any, arising from the Palm Tree litigation. In another consolidated action, The Heritage Corp. of South Florida v. National Union Fire Ins. Co. (Heritage), an individual plaintiff alleges damages "in excess of $75,000." Because discovery has not been completed, AIG is unable to reasonably estimate the possible loss or range of losses, if any, arising from the Heritage Corp. litigation. For the remaining consolidated actions, as of August 1, 2011, plaintiffs have not specified an amount of alleged damages arising from these actions. AIG is therefore unable to reasonably estimate the possible loss or range of losses, if any, arising from these matters. In June 2011, the Court ordered that counsel for each of the tag- along actions in the Multi-District Litigation (including these cases where AIG is a defendant: Avery Dennison Corp. v. Marsh & McLennan Companies, Inc.; Henley Management Co. v. Marsh Inc.; Heritage; and Palm Tree) shall submit a letter to the Court within 30 days of the date of that order that outlines the effect the current proposed class settlement will have on their respective cases if finalized in due course. The AIG defendants have also sought to have state court actions making similar allegations stayed pending resolution of the Multi- District Litigation proceeding. These efforts have generally been successful, although four cases have proceeded; one each in Florida and New Jersey state courts that have settled, and one each in Texas and Kansas state courts have proceeded (although discovery is stayed in both actions). In the Texas action, plaintiff filed its Fourth Amended Petition on July 13, 2009 and on August 14, 2009, defendants filed renewed special exceptions. Plaintiff in the Texas action alleges a "maximum" of $125 million in total damages (after trebling). Because the Court has not rendered a decision on defendants' renewed special exceptions and discovery has not been completed, the Company is unable to reasonably estimate the possible loss or range of losses, if any, arising from the Texas action. In the Kansas action, defendants are appealing to the Kansas Supreme Court the trial court's denial of defendants' motion to dismiss on statute of limitations grounds. In the Kansas action, the plaintiff alleges damages in an amount "greater than $75,000" for each of the three claims directed against AIG in the complaint. Because the Kansas Supreme Court has not decided the appeal of the trial court's denial of defendants' motion to dismiss, and discovery has not been completed, the Company is unable to reasonably estimate the possible loss or range of losses, if any, from the Kansas action. American International Group, Inc. operates in three segments, namely Chartis, SunAmerica Financial Group and Financial Services. AMERICAN INTERNATIONAL: Continues to Face "Caremark" Suit in Ala. ----------------------------------------------------------------- American International Group, Inc. continues to face Caremark- related class action lawsuits in Alabama, according to the Company's August 4, 2011 Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. The Company and certain of its subsidiaries have been named defendants in two putative class actions in state court in Alabama that arise out of the 1999 settlement of class and derivative litigation involving Caremark Rx, Inc. (Caremark). The plaintiffs in the second-filed action intervened in the first-filed action, and the second-filed action was dismissed. An excess policy issued by a subsidiary of the Company with respect to the 1999 litigation was expressly stated to be without limit of liability. In the current actions, plaintiffs allege that the judge approving the 1999 settlement was misled as to the extent of available insurance coverage and would not have approved the settlement had he known of the existence or unlimited nature of the excess policy. They further allege that the Company, its subsidiaries, and Caremark are liable for fraud and suppression for misrepresenting and/or concealing the nature and extent of coverage. In addition, the intervenors originally alleged that various lawyers and law firms who represented parties in the underlying class and derivative litigation (the Lawyer Defendants) were also liable for fraud and suppression, misrepresentation, and breach of fiduciary duty. The complaints filed by the plaintiffs and the intervenors request compensatory damages for the 1999 class in the amount of $3.2 billion, plus punitive damages. The Company and its subsidiaries deny the allegations of fraud and suppression, assert that information concerning the excess policy was publicly disclosed months prior to the approval of the settlement, that the claims are barred by the statute of limitations, and that the statute cannot be tolled in light of the public disclosure of the excess coverage. The plaintiffs and intervenors, in turn, have asserted that the disclosure was insufficient to inform them of the nature of the coverage and did not start the running of the statute of limitations. In November 2007, the trial court dismissed the intervenors' complaint against the Lawyer Defendants, and the Alabama Supreme Court affirmed that dismissal in September 2008. After the case was sent back down to the trial court, the intervenors retained additional counsel and filed an Amended Complaint in Intervention that named only Caremark and the Company and various subsidiaries as defendants, purported to bring claims against all defendants for deceit and conspiracy to deceive, and purported to bring a claim against the Company and its subsidiaries for aiding and abetting Caremark's alleged deception. The defendants moved to dismiss the Amended Complaint in Intervention, and the plaintiffs moved to disqualify all of the lawyers for the intervenors because, among other things, the newly retained firm had previously represented Caremark. The intervenors, in turn, moved to disqualify the lawyers for the plaintiffs in the first-filed action. The cross-motions to disqualify were withdrawn after the two sets of plaintiffs agreed that counsel for the original plaintiffs would act as lead counsel, and intervenors also withdrew their Amended Complaint in Intervention. The trial Court approved all of the steps and, in April 2009, established a schedule for class action discovery that was to lead to a hearing on class certification in March 2010. The Court has since appointed a special master to oversee class action discovery and has directed the parties to submit a new discovery schedule after certain discovery disputes are resolved. Class discovery is ongoing, and no schedule for the class certification hearing has been set. As of August 1, 2011, the parties have not completed class action discovery, general discovery has not commenced, and the court has not determined if a class action is appropriate or the size or scope of any class. As a result, the Company is unable to reasonably estimate the possible loss or range of losses, if any, arising from the litigation. American International Group, Inc. operates in three segments, namely Chartis, SunAmerica Financial Group and Financial Services. AT&T INC: Class Action Over Defective U-Verse Phone Dismissed ------------------------------------------------------------- Richard Vanderford, writing for Law360, reports that an Oklahoma federal judge on Aug. 11 dismissed a putative class action accusing AT&T Inc. of fraud over its allegedly defective U-Verse phone, Internet and television service. U.S. District Judge Lee R. West said that forum selection and arbitration clauses AT&T inserted into its terms of service agreements bar the plaintiffs from bringing their nationwide class action in his court. ATRICURE INC: Insurance Carrier Pays Class Claim in "Levine" Suit ----------------------------------------------------------------- AtriCure, Inc. and certain of its current and former officers were named as defendants in a purported securities class action lawsuit filed in the United States District Court for the Southern District of New York (Levine v. AtriCure, Inc., Case No. 06 CV 14324 (United States District Court for the Southern District of New York)). The suit alleges violations of the federal securities laws and seeks damages on behalf of purchasers of the Company's common stock during the period from its initial public offering in August 2005 through February 16, 2006. The Company filed a motion to dismiss the lawsuit for lack of subject matter jurisdiction. This motion was denied in September 2007, and a motion for reconsideration of that denial was denied in January 2009. Although the Company admitted no wrongdoing, as of December 31, 2009, the Company recorded a liability of $2,000,000 which represented an estimate of the potential defense and/or settlement costs. In addition, the Company recorded a related receivable of $2,000,000 from its insurance carrier for the potential defense and/or settlement costs, as recovery was expected beyond a reasonable doubt. On October 22, 2010, the parties signed a Definitive Stipulation of Settlement for $2,000,000, which was subject to notice to the class as well as approval by the court, which occurred on May 27, 2011. The Company's insurance carrier paid the claim in full in June 2011, and, as of June 30, 2011, no receivables or liabilities existed in relation to this matter, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. CAMBREX CORP: Continues to Defend Lorazepam and Clorazepate Suit ---------------------------------------------------------------- Cambrex Corporation continues to defend itself against one remaining lawsuit over its use of Lorazepam and Clorazepate ingredients, according to the Company's August 4, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. In 1998, the Company and a subsidiary were named as defendants along with Mylan Laboratories, Inc. ("Mylan") and Gyma Laboratories, Inc. ("Gyma") in a proceeding instituted by the Federal Trade Commission in the United States District Court for the District of Columbia (the "District Court"). Suits were also commenced by several State Attorneys' General and class action complaints by private plaintiffs in various state courts. The suits alleged violations of the Federal Trade Commission Act arising from exclusive license agreements between the Company and Mylan covering two active pharmaceutical ingredients (Lorazepam and Clorazepate). All cases have been resolved except for one brought by four health care insurers. In the remaining case the District Court entered judgment after trial in 2008 against Mylan, Gyma and Cambrex in the amount of $8,355,000 payable jointly and severally, and also a punitive damage award against each defendant in the amount of $16,709,000. In addition, the District Court ruled that the defendants were subject to a total of approximately $7,000,000 in prejudgment interest. In January 2011, the Court of Appeals remanded the case to the district court to determine which parties were properly before the court and to what extent the removal of certain parties from the case that do not meet jurisdictional requirements may affect damages. The Court of Appeals further declined to issue an opinion with respect to the merits of Mylan, Gyma and Cambrex's objections to the jury's damage award until such time as the jurisdiction issue is resolved by the district court. CITIGROUP INC: Appeal From Dismissal of ARS-Related Suit Pending ---------------------------------------------------------------- An appeal from the dismissal of the consolidated lawsuit asserting claims related to auction rate securities remains pending, according to Citigroup Inc.'s August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. Beginning in March 2008, Citigroup and its affiliates and subsidiaries and current and former officers, directors and employees (collectively referred to as Citigroup and Related Parties) have been named as defendants in numerous actions and proceedings brought by Citigroup shareholders and customers concerning auction rate securities. These have included, among others: (i) numerous arbitrations filed by customers of Citigroup and its subsidiaries seeking damages in connection with investments in ARS, which are in various procedural stages; (ii) a consolidated putative class action asserting claims for federal securities and other statutory and common law violations, in which a motion to dismiss is pending; (iii) two putative class actions asserting violations of Section 1 of the Sherman Act, which have been dismissed and are now pending on appeal; and (iv) a derivative action filed against certain Citigroup officers and directors, which has been dismissed. On March 1, 2011, the United States District Court for the Southern District of New York dismissed plaintiffs' fourth consolidated amended complaint in IN RE CITIGROUP AUCTION RATE SECURITIES LITIGATION. Plaintiffs-appellants have appealed to the United States Court of Appeals for the Second Circuit from the order entered on March 1, 2011. Additional information relating to this action is publicly available in court filings under district court docket number 11 Civ. 3095 (S.D.N.Y.) (Swain, J.), and circuit court docket number 11 Civ. 1270 (2d Cir.). CITIGROUP INC: Appeal in ERISA-Violations Suit Remains Pending -------------------------------------------------------------- An appeal from the dismissal of the consolidated class action lawsuit alleging violations of the Employee Retirement Income Security Act of 1974 remains pending, according to Citigroup Inc.'s August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. Numerous class actions were filed in the Southern District of New York asserting claims under the Employee Retirement Income Security Act of 1974 against Citigroup and certain Citigroup employees alleged to have served as ERISA plan fiduciaries. On August 31, 2009, the court granted defendants' motion to dismiss the consolidated class action complaint, captioned IN RE CITIGROUP ERISA LITIGATION. Plaintiffs have appealed the dismissal, and the appeal is fully briefed and argued. Additional information relating to this action is publicly available in court filings under the consolidated lead docket number 07 Civ. 9790 (S.D.N.Y.) (Stein, J.) and under GRAY v. CITIGROUP INC., 09-3804 (2d Cir.). CITIGROUP INC: Awaits Ruling in Interchange Fees-Related Suit ------------------------------------------------------------- Citigroup Inc. is awaiting a court decision on parties' motions for summary judgment in the consolidated lawsuit regarding interchange fees, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. Beginning in 2005, several putative class actions were filed against Citigroup and its affiliates and subsidiaries and current and former officers, directors and employees (collectively referred to as Citigroup and Related Parties), together with Visa, MasterCard and other banks and their affiliates, in various federal district courts. These actions were consolidated with other related cases in the Eastern District of New York and captioned IN RE PAYMENT CARD INTERCHANGE FEE AND MERCHANT DISCOUNT ANTITRUST LITIGATION. The plaintiffs in the consolidated class action are merchants that accept Visa- and MasterCard-branded payment cards, as well as membership associations that claim to represent certain groups of merchants. The pending complaint alleges, among other things, that defendants have engaged in conspiracies to set the price of interchange and merchant discount fees on credit and debit card transactions in violation of Section 1 of the Sherman Act. The complaint also alleges additional Sherman Act and California law violations, including alleged unlawful maintenance of monopoly power and alleged unlawful contracts in restraint of trade pertaining to various Visa and MasterCard rules governing merchant conduct (including rules allegedly affecting merchants' ability, at the point of sale, to surcharge payment card transactions or steer customers to particular payment cards). In addition, supplemental complaints filed against defendants in the class action allege that Visa's and MasterCard's respective initial public offerings were anticompetitive and violated Section 7 of the Clayton Act, and that MasterCard's initial public offering constituted a fraudulent conveyance. Plaintiffs seek injunctive relief as well as joint and several liability for treble their damages, including all interchange fees paid to all Visa and MasterCard members with respect to Visa and MasterCard transactions in the U.S. since at least January 1, 2004. Certain publicly available documents estimate that Visa- and MasterCard-branded cards generated approximately $40 billion in interchange fees industry-wide in 2009. Defendants dispute that the manner in which interchange and merchant discount fees are set, or the rules governing merchant conduct, are anticompetitive. Fact and expert discovery has closed. Defendants' motions to dismiss the pending class action complaint and the supplemental complaints are pending. Also pending are plaintiffs' motion to certify nationwide classes consisting of all U.S. merchants that accept Visa- and MasterCard-branded payment cards and motions by both plaintiffs and defendants for summary judgment. Additional information relating to these consolidated actions is publicly available in court filings under the docket number MDL 05-1720 (E.D.N.Y.) (Gleeson, J.). CITIGROUP INC: Motion to Consolidate LIBOR-Related Suits Pending ---------------------------------------------------------------- A motion seeking consolidation and transfer of all actions related to interbank offered rates to a single district is currently pending, according to Citigroup Inc.'s August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. Government agencies in the U.S., including the Department of Justice, the Commodity Futures Trading Commission, and the Securities and Exchange Commission, as well as agencies in other countries, are conducting investigations or making inquiries regarding submissions made by panel banks to bodies that publish various interbank offered rates. As members of a number of such panels, Citigroup subsidiaries have received requests for information and documents. Citigroup is cooperating with the investigations and inquiries and is responding to the requests. In addition, several banks that served on the London interbank offered rate (LIBOR) panel and their affiliates, including certain Citigroup subsidiaries, have been named as defendants in a number of purported class action lawsuits filed in the Southern District of New York, the Northern District of Illinois, the District of New Jersey and the District of Minnesota. These actions allege various federal and state law claims relating to LIBOR. A motion seeking consolidation and transfer of all such related actions to a single district is currently pending before the Judicial Panel on Multidistrict Litigation. Additional information relating to these actions is publicly available in court filings under docket number MDL 2262 (J.P.M.L.). CITIGROUP INC: Motion to Dismiss Research-Related Suit Pending -------------------------------------------------------------- Citigroup Inc. is awaiting a court decision on its motion to dismiss a putative class action lawsuit that accuses the Company of providing misleading research analyst reports, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. In March 2004, a putative research-related customer class action alleging various state law claims arising out of the issuance of allegedly misleading research analyst reports concerning numerous issuers was filed against certain Citigroup entities in Illinois state court. Citigroup's motion to dismiss the complaint is pending. CITIGROUP INC: Plaintiffs Seek Class Standing in CDO-Related Suit ----------------------------------------------------------------- Lead plaintiffs filed a motion seeking class certification in the securities litigation over Citigroup Inc.'s exposure to collateralized debt obligations, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. Citigroup and its affiliates and subsidiaries and current and former officers, directors and employees (collectively referred to as Citigroup and Related Parties) have been named as defendants in four putative class actions filed in the Southern District of New York. These actions allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. On August 19, 2008, these actions were consolidated under the caption IN RE CITIGROUP INC. SECURITIES LITIGATION. In this action, lead plaintiffs assert claims on behalf of a putative class of purchasers of Citigroup stock from January 1, 2004, through January 15, 2009. On November 9, 2010, the district court issued an order and opinion granting in part and denying in part defendants' motion to dismiss the amended consolidated class action complaint. The court dismissed all claims except those arising out of Citigroup's exposure to collateralized debt obligations (CDOs) for the time period February 1, 2007, through April 18, 2008. Fact discovery has begun. A class certification motion has not yet been filed, and plaintiffs have not yet quantified the putative class's alleged damages. During the putative class period, as narrowed by the court, the price of Citigroup's common stock declined from $54.73 at the beginning of the period to $25.11 at the end of the period. On July 15, 2011, lead plaintiffs in the Securities Litigation filed a motion seeking class certification. Additional information relating to this action is publicly available in court filings under consolidated lead docket number 07 Civ. 9901 (S.D.N.Y.) (Stein, J). CITIGROUP INC: Plea for Class Standing in Bond Suit Still Pending ----------------------------------------------------------------- Lead plaintiffs' motion seeking class certification in the consolidated bond litigation against Citigroup Inc. remains pending, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. Citigroup and its affiliates and subsidiaries and current and former officers, directors and employees (collectively referred to as Citigroup and Related Parties) also have been named as defendants in two putative class actions filed in New York state court, but since removed to the Southern District of New York. These actions allege violations of Sections 11, 12, and 15 of the Securities Act of 1933, arising out of various offerings of Citigroup notes during 2006, 2007 and 2008. On December 10, 2008, these actions were consolidated under the caption IN RE CITIGROUP INC. BOND LITIGATION. In the consolidated action, lead plaintiffs assert claims on behalf of a putative class of purchasers of 48 corporate debt securities, preferred stock, and interests in preferred stock issued by Citigroup and related issuers over a two-year period from 2006 to 2008. On July 12, 2010, the district court issued an order and opinion granting in part and denying in part defendants' motion to dismiss the consolidated class action complaint. The court, among other things, dismissed plaintiffs' claims under Section 12 of the Securities Act of 1933, but denied defendants' motion to dismiss certain claims under Section 11 of that Act. A motion for partial reconsideration of the latter ruling is pending. Fact discovery has begun. On March 11, 2011, lead plaintiffs in Bond Litigation filed a motion seeking class certification. Additional information relating to this action is publicly available in court filings under the consolidated lead docket number 08 Civ. 9522 (S.D.N.Y.) (Stein, J.). CONSTELLATION ENERGY: Continues to Defend Suit Over Exelon Merger ----------------------------------------------------------------- Constellation Energy Group, Inc., continues to defend itself against a consolidated shareholder class action complaint over its proposed merger with Exelon Corporation, according to the Company's August 8, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. In late April and early May 2011, shortly after Constellation Energy and Exelon announced their agreement to merge the two companies, 12 shareholder class action lawsuits were filed in the Circuit Court for Baltimore City in Maryland. Each class action suit was filed on behalf of a proposed class of the shareholders of Constellation Energy against Constellation Energy, members of Constellation Energy's board of directors, and Exelon. The shareholder class actions generally allege that the individual directors breached their fiduciary duties by entering into the proposed merger because they failed to maximize the value that the shareholders would receive from the merger, and failed to disclose adequately all material information relating to the proposed merger. The class actions also allege that Constellation Energy and Exelon aided and abetted the individual directors' breaches of their fiduciary duties. The lawsuits challenge the proposed merger, seek to enjoin a shareholder vote on the proposed merger until all material information is provided relating to the proposed merger, and ask for rescission of the proposed merger and andany related transactions that have been completed as of the date that the court grants any relief. The class action lawsuits also seek certification as class actions, compensatory damages, costs and disbursements related to the action, including attorneys' and experts' fees, and rescission damages. Plaintiffs in three of the 12 lawsuits subsequently filed motions to consolidate all the lawsuits. The court has granted the motion to consolidate and all actions are now proceeding as a single lawsuit. Given that these lawsuits were recently filed, that the court has not certified any class and the plaintiffs have not quantified their potential damage claims, the Company is unable at this time to provide an estimate of the range of possible loss relating to these proceedings or to determine the ultimate outcome of these lawsuits or their possible effect on its, or Baltimore Gas and Electric Company's, financial results or their possible effect on the pending merger with Exelon. Constellation Energy Group, Inc. -- http://www.constellation.com/ -- is an energy company that conducts its business through various subsidiaries and joint ventures organized around three business segments: a generation business, a customer supply business, and Baltimore Gas and Electric Company. CONSTELLATION ENERGY: Continues to Defend Securities Suit in Md. ---------------------------------------------------------------- Constellation Energy Group, Inc., continues to defend a consolidated class action lawsuit alleging securities laws violations, according to the Company's August 8, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. Three federal securities class action lawsuits were filed in the United States District Courts for the Southern District of New York and the District of Maryland between September 2008 and November 2008. The cases were filed on behalf of a proposed class of persons who acquired publicly traded securities, including the Series A Junior Subordinated Debentures, of Constellation Energy between January 30, 2008 and September 16, 2008, and who acquired Debentures in an offering completed in June 2008. The securities class actions generally allege that Constellation Energy, a number of its present or former officers or directors, and the underwriters violated the securities laws by issuing a false and misleading registration statement and prospectus in connection with Constellation Energy's June 27, 2008 offering of Debentures. The securities class actions also allege that Constellation Energy issued false or misleading statements or was aware of material undisclosed information which contradicted public statements including in connection with its announcements of financial results for 2007, the fourth quarter of 2007, the first quarter of 2008 and the second quarter of 2008 and the filing of its first quarter 2008 Form 10-Q. The securities class actions seek, among other things, certification of the cases as class actions, compensatory damages, reasonable costs and expenses, including counsel fees, and rescission damages. The Southern District of New York granted the defendants' motion to transfer the two securities class actions filed in Maryland to the District of Maryland, and the actions have since been transferred for coordination with the securities class action filed there. On June 18, 2009, the court appointed a lead plaintiff, who filed a consolidated amended complaint on Sept. 17, 2009. On November 17, 2009, the defendants moved to dismiss the consolidated amended complaint in its entirety. On August 13, 2010, the District Court of Maryland issued a ruling on the motion to dismiss, holding that the plaintiffs failed to state a claim with respect to the claims of the common shareholders under the Securities Act of 1934 and restricting the suit to those persons who purchased Debentures in the June 2008 offering. Given that the discovery phase has just begun, that the court has not certified any class and the plaintiffs have not quantified their potential damage claims relating to the June 2008 offering, the Company is unable at this time to provide an estimate of the range of possible loss relating to these proceedings or to determine the ultimate outcome of the securities class actions or their possible effect on the Company's, or Baltimore Gas and Electric Company's financial results. Constellation Energy Group, Inc. -- http://www.constellation.com/ -- is an energy company that conducts its business through various subsidiaries and joint ventures organized around three business segments: a generation business, a customer supply business, and Baltimore Gas and Electric Company. CONTINENTAL RESOURCES: Discovery in Royalty Fee Suit Ongoing ------------------------------------------------------------ Discovery is ongoing in connection with the lawsuit brought against Continental Resources, Inc., by royalty interest owners of crude oil and natural gas wells located in Oklahoma, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. In November 2010, an alleged class action was filed against the Company alleging the Company improperly deducted post-production costs from royalties paid to plaintiffs and other royalty interest owners from crude oil and natural gas wells located in Oklahoma. The plaintiffs seek recovery of compensatory damages, interest, punitive damages and attorney fees on behalf of the alleged class. The Company has responded to the petition, denied the allegations and raised a number of affirmative defenses. The action is in preliminary stages and discovery has recently commenced. The Company says it is not currently able to estimate what impact, if any, the action will have on its financial condition, results of operations or cash flows given the preliminary status of the matter and uncertainties with respect to, among other things, the nature of the claims and defenses, the potential size of the class, the scope and types of the properties and agreements involved, the production years involved, and the ultimate potential outcome of the matter. DEPUY ORTHOPAEDICS: Locals Can Join Class Action at No Cost ----------------------------------------------------------- Natasha Ewendt, writing for Port Lincoln Times, reports that locals can participate in a Federal Court action over faulty hip replacements at no cost. Maurice Blackburn lawyers Ben Slade and Julian Schimmel met with the Port Lincoln Hip Group to outline the firm's Federal Court class action on behalf of Australian DePuy ASR hip joint recall patients. Group chair Liz Penfold said the first step in the class action is for the court to decide whether DePuy should compensate the lead claimant, a Tasmanian school teacher, and if so how much. The benefit of this Federal Court decision will then flow on to all other eligible claimants at no cost to them. Maurice Blackburn will be paid if there is a successful judgment, which the company is confident it will obtain. After the court has made its decision each eligible claimant can go to their lawyers of choice who will negotiate on their behalf for a compensation payment that reflects their particular circumstances, both present and future. Many older recipients of the faulty hips, which have caused pain requiring another hip replacement and caused metal poisoning, will require home help and some of the younger patients may have to be compensated for loss of present and future capacity to earn a living for themselves and their families. "Very little is currently known about the symptoms of cobalt and chromium poisoning, however from listening to the stories of the people who have spoken to me I know that headaches, thyroid problems, heart issues and even cancer are suspected to have resulted from high levels of these heavy metals being in the blood," Mrs. Penfold said. "Anyone with a metal on metal hip or knee should in my view have their cobalt and chromium levels tested, particularly if they do not feel well or have unexplained symptoms which are often being attributed to other things such as in one case post polio syndrome. "There are about 5500 faulty hip implants in Australia with about 1500 in South Australia, of which 37 from Eyre Peninsula have contacted our group and attended one or more of the meetings held or been sent the notes from the meetings to inform them of the surprising things we have discovered about these implants" Mrs. Penfold said. DYNEX CAPITAL: Trial in "Teamsters" Class Suit Set for November --------------------------------------------------------------- The putative class action lawsuit filed by the Teamsters Local 445 Freight Division Pension Fund against Dynex Capital, Inc. and others is scheduled for trial in November 2011, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. Dynex Capital, Inc., MERIT Securities Corporation, a subsidiary ("MERIT"), and the former President/Chief Executive Officer and current Chief Operating Officer/Chief Financial Officer of Dynex Capital, Inc., are defendants in a putative class action brought by the Teamsters Local 445 Freight Division Pension Fund in the United States District Court for the Southern District of New York. The original complaint, which was filed on February 7, 2005, alleged violations of the federal securities laws and was purportedly filed on behalf of purchasers between February 2000 and May 2004 of MERIT Series 12-1 and MERIT Series 13 securitization financing bonds (the "Bonds"), which are collateralized by manufactured housing loans. After a series of rulings by the District Court and an appeal by the Company and MERIT, on February 22, 2008, the United States Court of Appeals for the Second Circuit dismissed the litigation against the Company and MERIT. The Teamsters filed an amended complaint on August 6, 2008, which essentially restated the same allegations as the original complaint and added the Company's former President/Chief Executive Officer and current Chief Operating Officer/Chief Financial Officer as defendants. The District Court denied Defendants' motion to dismiss the amended complaint. The Teamsters seek unspecified damages and allege, among other things, fraud and misrepresentation in connection with the issuance of and subsequent reporting related to the Bonds. On March 7, 2011, the District Court granted the Teamsters' motion to certify the class for this action. Defendants sought immediate appeal of the certification order but the United States Court of Appeals for the Second Circuit denied the petition for immediate appeal. Defendants also had filed a motion to dismiss for fraud on the court based on statements attributed to alleged confidential witnesses in the amended complaint. The District Court denied the motion on June 21, 2011. Defendants filed a motion for summary judgment on July 15, 2011; that motion will be fully briefed on September 6, 2011. The case is currently scheduled for trial in November 2011. The Company has evaluated the allegations made in the amended complaint and continues to believe them to be without merit and is vigorously defending itself in this matter. DYNEX CAPITAL: Unit Continues to Defend Suit in Pennsylvania ------------------------------------------------------------ Dynex Capital, Inc.'s subsidiary continues to defend a class action lawsuit commenced in Pennsylvania, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. One of the Company's subsidiaries, GLS Capital, Inc. ("GLS"), and the County of Allegheny, Pennsylvania, are defendants in a class action lawsuit filed in 1997 in the Court of Common Pleas of Allegheny County, Pennsylvania (the "Court"). Between 1995 and 1997, GLS purchased from Allegheny County delinquent property tax receivables for properties located in the County. The plaintiffs in this matter have alleged that GLS improperly recovered or sought recovery for certain fees, costs, interest, and attorneys' fees and expenses in connection with GLS' collection of the property tax receivables. The Court granted class action status in this matter in August 2007. In February 2011, as a result of motions filed by GLS, the Court refined the class to include only owners of real estate in the County of Allegheny who paid an attorneys' fee between 1996 and 2003 in connection with the forced collection of delinquent Allegheny County property taxes. As a result, the Court has dismissed all claims against GLS with the exception of whether attorneys' fees and related expenses charged by GLS in connection with the collection of the receivables were reasonable. Such attorneys' fees and related expenses were assessed pursuant to prevailing County ordinance. Plaintiffs have not enumerated their damages in this matter. No trial date has been set. No further updates were reported in the Company's latest SEC filing. EBIX INC: Holzer Holzer & Fistel Files Class Action in Georgia -------------------------------------------------------------- Holzer Holzer & Fistel, LLC has filed a class action lawsuit in the United States District Court for the Northern District of Georgia on behalf of purchasers of Ebix, Inc. common stock who purchased shares between May 6, 2009 and June 30, 2011, inclusive. The lawsuit alleges that, among other things: (a) the Company's internal controls were wholly inadequate in the face of its torrid acquisition pace and the Company was unable to prepare materially accurate financial statements for its acquisitions or on a consolidated basis; (b) the Company's statements about Organic growth were misleading in that they mischaracterized purchased contracts as "organic"; (c) the Company's tax provisions violated generally accepted accounting principles; and (d) the Company materially and improperly inflated the Company's cash flows and gross margins. As a result of defendants' false statements, Ebix stock traded at artificially inflated prices during the Class Period, reaching its Class Period high of $30.35 per share on March 24, 2011. If you purchased Ebix common stock during the Class Period, you have the legal right to petition the Court to be appointed a "lead plaintiff." A lead plaintiff is a representative party that acts on behalf of other class members in directing the litigation. Any such request must satisfy certain criteria and be made no later than September 12, 2011. Any member of the purported class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member. If you are an Ebix investor and would like to discuss a potential lead plaintiff appointment, or your rights and interests with respect to the lawsuit, you may contact Michael I. Fistel, Jr., Esq., or Marshall P. Dees, Esq. via e-mail at mfistel@holzerlaw.com or mdees@holzerlaw.com or via toll-free telephone at (888) 508-6832. Holzer Holzer & Fistel, LLC -- http://www.holzerlaw.com-- is an Atlanta, Georgia law firm that dedicates its practice to vigorous representation of shareholders and investors in litigation nationwide, including shareholder class action and derivative litigation. EMERGENT BIOSOLUTIONS: Court Dismisses Trubion-Related Class Suit ----------------------------------------------------------------- Emergent Biosolutions Inc. obtained final approval of a settlement and an order of dismissal of a consolidated class action lawsuit pending in a Washington state court related to its acquisition of Trubion Pharmaceuticals, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. On August 17, 2010, two class action lawsuits were filed in the Superior Court of Washington, King County, or State Court, against Trubion Pharmaceuticals, Inc., or Trubion, its board of directors, and the Company, or collectively, the Defendants, alleging in summary that, in connection with the proposed merger of Trubion with a subsidiary of the Company, or the Acquisition, the members of the Trubion board of directors breached their fiduciary duties by conducting an unfair sale process and agreeing to an unfair price. Both complaints also claim that Trubion and the Company aided and abetted the Trubion board of directors in its breach of fiduciary duties. On September 9, 2010, the actions were consolidated into a single action, or State Action. On October 1, 2010, the plaintiffs in the State Action served on the Defendants a consolidated amended class action complaint, or Amended Complaint. The Amended Complaint alleges, among other things and in addition to the matters alleged in the initial complaints, that the Defendants omitted material information from the Proxy Statement/Prospectus. On October 4, 2010, a class action lawsuit was filed in the U.S. District Court for the Western District of Washington against the Defendants, or Federal Action and, collectively with the State Action, the Actions, which makes allegations related to the Acquisition that are substantially similar to those matters alleged in the Amended Complaint, includes additional allegations regarding purported violations of the federal securities laws and seeks substantially similar relief. On October 8, 2010, the Defendants reached agreement in principle with the plaintiffs in the Actions regarding the settlement of the Actions. The terms of the settlement contemplated by that agreement in principle require that Trubion and the Company make certain additional disclosures related to the Acquisition. The parties also agreed that the plaintiffs in the Actions may seek attorneys' fees and costs in an aggregate amount up to $475,000, to be paid by Trubion if such fees and costs are approved by the State Court. There will be no other payment by Trubion, any of the members of the Trubion board of directors or the Company to the plaintiffs or their respective counsels in connection with the settlement and dismissal of the Actions. The agreement in principle further contemplates that the parties will enter into a stipulation of settlement, which will be subject to customary conditions, including State Court approval following notice to Trubion's shareholders. The Actions were stayed pending approval of the settlement of the State Action by the State Court, after which the State Action and all claims asserted therein will be dismissed with prejudice and counsel for the plaintiff in the Federal Action will take all necessary steps to dismiss the Federal Action and all claims asserted therein with prejudice. On April 26, 2011, the State Court entered an order granting preliminary approval of the settlement and requiring that notice of the settlement and preliminary approval be mailed to class members by May 17, 2011. The order also provided that all class members wishing to be excluded from the settlement of the Actions give notice by June 21, 2011. At the subsequently scheduled hearing on July 29, 2011, the State Court determined the settlement was fair, reasonable and adequate to the class members and approved the settlement in all respects and entered a Final Judgment and Order of Dismissal with Prejudice. EQT CORP: Balks at Ruling on Coalbed Methane Class Action --------------------------------------------------------- Steve Szkotak, writing for The Associated Press, reports that energy company EQT Corp., which is a target of a class action lawsuit possibly involving thousands of southwest Virginia residents, denies it has misled property owners in seeking settlements for coalbed methane claims. In a strongly worded rebuke, the company's EQT Production Co. unit has asked the U.S. District Court in Abingdon to overturn a ruling by U.S. Magistrate Judge Pamela Meade Sargent that ordered EQT to stop soliciting settlements with potential plaintiffs with "false information." EQT could write to landowners only if its representatives fully explained their legal options by sharing the correspondence with the court, Judge Sargent wrote in late July. In a filing on Aug. 10, EQT attacked the opinion on several grounds, accusing Judge Sargent of getting her facts wrong. The company said it has not attempted to contact potential class members, has clearly spelled out the options to landowners they have approached, and has not lied to property owners. "In her decision, the magistrate judge ignored these facts and recited others that do not exist," wrote attorney Wade W. Massie, representing EQT. EQUITY LIFESTYLE: Continues to Defend Wage Claim Class Suits ------------------------------------------------------------ Equity Lifestyle Properties, Inc., continues to defend itself against wage claim class action lawsuits in California and Washington, according to the Company's August 4, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. On October 16, 2008, the Company was served with a class action lawsuit in California state court filed by a single named plaintiff. The suit alleges that, at the time of the PA Transaction, the Company and other named defendants willfully failed to pay former California employees of Privileged Access and its affiliates ("PA") who became employees of the Company all of the wages they earned during their employment with PA, including accrued vacation time. The suit also alleges that the Company improperly "stripped" those employees of their seniority. The suit asserts claims for alleged violation of the California Labor Code; alleged violation of the California Business & Professions Code and for alleged unfair business practices; alleged breach of contract; alleged breach of the duty of good faith and fair dealing; and for alleged unjust enrichment. The original complaint sought, among other relief, compensatory and statutory damages; restitution; pre-judgment and post-judgment interest; attorney's fees, expenses and costs; penalties; and exemplary and punitive damages. The complaint did not specify a dollar amount sought. The Court granted in part without leave to amend and in part with leave to amend the Company's motions seeking dismissal of the plaintiff's original complaint and various amended complaints. Discovery is proceeding on the remaining claims in the third amended complaint. On February 15, 2011, the Court granted plaintiff's motion for class certification. On June 22, 2011, the Court determined the content of the class notice. The Company will vigorously defend the lawsuit. On December 16, 2008, the Company was served with a class action lawsuit in Washington state court filed by a single named plaintiff, represented by the same counsel as the plaintiff in the California class action. The complaint asserts on behalf of a putative class of Washington employees of PA who became employees of the Company substantially similar allegations as are alleged in the California class action. The Company moved to dismiss the complaint. On April 3, 2009, the court dismissed: (1) the first cause of action, which alleged a claim under the Washington Labor Code for failure to pay accrued vacation time; (2) the second cause of action, which alleged a claim under the Washington Labor Code for unpaid wages on termination; (3) the third cause of action, which alleged a claim under the Washington Labor Code for payment of wages less than entitled; and (4) the fourth cause of action, which alleged a claim under the Washington Consumer Protection Act. The court did not dismiss the fifth cause of action for breach of contract, the sixth cause of action for breach of the duty of good faith and fair dealing; or the seventh cause of action for unjust enrichment. On May 22, 2009, the Company filed a motion for summary judgment on the causes of action not previously dismissed, which was denied. With leave of court, the plaintiff filed an amended complaint, the material allegations of which the Company denied in an answer filed on September 11, 2009. On July 30, 2010, the named plaintiff died as a result of an unrelated accident. Plaintiff's counsel may attempt to substitute a new named plaintiff. The Company will vigorously defend the lawsuit. EXPEDITORS INTERNATIONAL: Plea to Dismiss N.Y. Suit Still Pending ----------------------------------------------------------------- Expeditors International of Washington, Inc.'s motion to dismiss an antitrust class action lawsuit in New York remains pending, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. On January 3, 2008, the Company was named as a defendant, with seven other European and North American-based global logistics providers, in a Federal antitrust class action lawsuit filed in the United States District Court of the Eastern District of New York, Precision Associates, Inc. et al v. Panalpina World Transport, No. 08-CV0042. On July 21, 2009, the plaintiffs filed an amended complaint adding a number of new third party defendants and various claims which they assert to violate the Sherman Act. The plaintiffs' amended complaint, which purports to be brought on behalf of a class of customers (and has not yet been certified), asserts claims that the defendants engaged in price fixing regarding eight discrete surcharges in violation of the Sherman Act. The allegations concerning the Company relate to two of these surcharges. The amended complaint seeks unspecified damages and injunctive relief. The Company believes that these allegations are without merit and intends to vigorously defend itself. At this time the Company has no way of predicting the ultimate outcome of this proceeding. The Company expects to incur ongoing attorneys' fees and other defense costs and, if there is an adverse judgment, monetary damages could be substantial. On August 13, 2009, the Company filed a motion to dismiss the amended complaint for failure to state a claim, which is currently pending before the Court. Plaintiffs filed their opposition to the Company's motion on January 30, 2010, and the motion is currently pending before the Court. GAMESTOP CORP: Faces Class Action Over Unsolicited Text Ads ----------------------------------------------------------- Dietrich Knauth, writing for Law360, reports that GameStop Corp. was hit with a putative class action on Aug. 10 in California alleging the company violated the Telephone Consumer Protection Act by sending unsolicited text message advertisements to customers' cellphones. The plaintiff, Viken H. Karayan, said he gave GameStop his cellphone number so he could be notified about the availability of an upcoming game release, according to the complaint. After Mr. Karayan bought the game, GameStop continued to send text messages with advertisements, according to the suit. GREAT SOUTHERN: Continues to Defend Overdraft Fees Suit ------------------------------------------------------- Great Southern Bancorp, Inc., continues to defend against a lawsuit filed in Missouri over its overdraft fees, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. On November 22, 2010, a lawsuit was filed against Great Southern Bancorp, Inc. ("Bank") in Missouri state court in Springfield by a customer alleging that the fees associated with the Bank's automated overdraft program in connection with its debit card and ATM cards constitute unlawful interest in violation of Missouri's usury laws. The lawsuit seeks class-action status for Bank customers who have paid overdraft fees on their checking accounts. The Bank has filed for a motion to dismiss the suit. At this early stage of the litigation, the Bank says it is not possible for its management to determine the probability of a material adverse outcome or reasonably estimate the amount of any potential loss. HARLAND CLARK: LaserPro-Related Class Suits Still Pending --------------------------------------------------------- Class action lawsuits alleging that loans obtained from banks employing software created by a wholly owned subsidiary of Harland Clarke Holdings Corp. were deceptive or usurious remain pending, according to the Company's August 4, 2011 Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. A series of commercial borrowers in various states that allegedly obtained loans from banks employing LaserPro software created by the Company's wholly owned subsidiary, Harland Financial Solutions, Inc., have commenced individual or class actions against their banks alleging that the loans were deceptive or usurious in that they failed to disclose properly the effect of the "365/360" method of calculating interest. In some cases, the banks have made warranty claims against HFS related to these actions. Some of these actions have already been dismissed, and many of the remainder, and the related warranty claims, are at early stages, so that the likely progress of the matters still pending is not yet clear. HFS settled one warranty claim in 2009 for an immaterial amount without any admission of liability. The Company has not accepted any of the warranty claims and does not believe that any of these claims will result in material liability for the Company, but there can be no assurance. HAWAII SCHOOL: Faces Class Action Over Sexual Abuse --------------------------------------------------- The Associated Press reports that a class-action lawsuit alleges bullying, assault and rape at the Hawaii School for the Deaf and the Blind. The suit claims school officials knew about the alleged acts and did nothing. The state Department of Education says officials are reviewing the lawsuit. According to news reports police have launched an investigation. The Honolulu Star-Advertiser reports three juvenile boys who are former or current students of the school have been arrested on sex assault charges. Attorney Michael Green tells reporters the alleged acts date back to 2001. HAWAIIAN ELECTRIC: Continues to Defend Suit Over Overdraft Fees --------------------------------------------------------------- Hawaiian Electric Industries Inc. continues to defend itself from a purported class action lawsuit over alleged improperly charged overdraft fees on debit card transactions, according to the Company's August 4, 2011 Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. In March 2011, a purported class action lawsuit was filed by a customer who claimed that American Savings Bank, F.S.B., a subsidiary of the Company had improperly charged overdraft fees on debit card transactions. Management is evaluating the merits of the claims alleged in the lawsuit, which is in its preliminary stage. Thus, the outcome is not determinable. Hawaiian Electric Industries, Inc. is the direct parent company of Hawaiian Electric Company, Inc.; American Savings Holdings, Inc.; HEI Properties, Inc.; Hawaiian Electric Industries Capital Trust II; Hawaiian Electric Industries Capital Trust III and The Old Oahu Tug Service, Inc. HEARTWARE INTERNATIONAL: Faces Suit by Preferred Stockholders ------------------------------------------------------------- Heartware International, Inc., is facing a class action lawsuit in Massachusetts filed by two Series A Preferred Stockholders, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. On June 27, 2011, HeartWare International, Inc., and HeartWare, Inc., along with HeartWare's directors, certain officers and a significant stockholder, were named as defendants in a putative class action lawsuit filed in Massachusetts state court by two Series A Preferred Stockholders on behalf of all holders of Series A Preferred Stock. The complaint alleges that the defendants breached their fiduciary and contractual obligations to Series A Preferred Stockholders by preventing them from receiving a payment of the liquidation preference in connection with certain corporate transactions, including a transaction in 2005 in which HeartWare, Inc., was acquired by HeartWare Limited, a subsidiary of HeartWare International, Inc. The plaintiffs seek monetary damages, interest, costs and limited equitable relief. The Company does not believe HeartWare International, Inc., HeartWare, Inc. or any of its directors, officers or stockholders have abrogated the rights, or in any way failed to satisfy obligations owed to, any of its stockholders, including holders of Series A Preferred Stock. The Company intends to vigorously defend the suit. JONES FINANCIAL: Unit Continues to Defend Suit Over Certificates ---------------------------------------------------------------- The Jones Financial Companies, L.L.L.P.'s subsidiary continues to defend itself against a consolidated lawsuit over certain mortgage-backed certificates, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 24, 2011. Three matters (David H. Luther, et al. v. Countrywide Financial Corporation, et al; Washington State Plumbing & Pipefitting Pension Trust, et al. v. Countrywide Financial Corporation, et al.; and Maine State Retirement System, et al. v. Countrywide Financial Corporation, et al.) were filed in 2007, 2008, and 2010, respectively, in California state and federal courts. In these matters, plaintiffs allege against numerous issuers and underwriters, including the principal operating subsidiary of The Jones Financial Companies, L.L.L.P. (the "Partnership"), Edward D. Jones & Co., L.P. ("Edward Jones"), certain violations of the Securities Act of 1933, as amended (the "1933 Act") in connection with registration statements and prospectus supplements issued between January 2005 and June 2007 for certain mortgage-backed certificates. Luther and Washington State Plumbing were consolidated in October 2008 in California State Court. In January 2010, the court in Luther granted the defendants' demurrer and dismissed the case with prejudice. In March 2010, plaintiffs appealed the dismissal and on May 18, 2011, the California Court of Appeals reversed the Luther court's dismissal. In January 2010, plaintiffs filed the Maine State Retirement System case in California federal court. Plaintiffs filed an Amended Consolidated Class Action Complaint on July 13, 2010. On November 4, 2010, the court entered an order dismissing plaintiff's claims to the extent they related to any certificates for which Edward Jones acted as dealer. The Maine State defendants filed a motion to dismiss that case, which the court granted in part on May 5, 2011. The Maine State court directed plaintiffs to amend their complaint. There are no claims currently pending against Edward Jones in this amended complaint. In both matters, the plaintiffs seek unspecified compensatory damages, attorneys' fees, costs, expenses and rescission. On November 17, 2010, a fourth matter was filed in California state court, Western Conference of Teamsters Pension Trust Fund v. Countrywide Financial Corporation, et al., re-asserting the claims dismissed by the Court in the Maine State Retirement case. That case has been stayed by agreement of the parties, pending the final outcome of the Luther appeal. JONES FINANCIAL: Motion to Dismiss Lehman-Related Suit Pending -------------------------------------------------------------- The Jones Financial Companies, L.L.L.P.'s subsidiary's motion to dismiss the third amended complaint in a lawsuit related to Lehman Brothers remains pending, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 24, 2011. In October 2008, a putative class action lawsuit was filed in Arkansas state court, Saline County, under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 Act ("the 1933 Act"), against certain officers and directors of Lehman Brothers Holdings, Inc. and a syndicate of underwriters, including Edward Jones, of Lehman bonds sold pursuant to the registration statement and prospectus dated May 30, 2006, and various prospectus supplements dated October 22, 2006, and thereafter. Edward D. Jones & Co., L.P. ("Edward Jones") is the principal operating subsidiary of The Jones Financial Companies, L.L.L.P. (the "Partnership"). In November 2008, a similar lawsuit was filed in Arkansas state court, Benton County, against the same defendants stemming from the sale of 6.5% Lehman Bonds maturing October 25, 2027, pursuant to the registration statement and prospectus and prospectus supplement dated August 2, 2007 (collectively referred to as "Lehman Bonds"). Plaintiffs in both actions allege the defendants made material misrepresentations to the purchasers of Lehman Bonds. While each lawsuit relates to a different series of Lehman bonds, the plaintiffs in each lawsuit seek unspecified compensatory damages, attorneys' fees, costs and expenses. In February 2009, the U.S. Judicial Panel on Multidistrict Litigation transferred these two actions to the Southern District of New York ("SDNY") for coordinated or consolidated pretrial proceedings with similar actions pending in the SDNY. Lead plaintiffs in the consolidated Lehman securities class action filed a Third Amended complaint in April 2010, which alleges that Edward Jones underwrote two separate offerings of Lehman notes in February and April 2008. Defendants filed a Motion to Dismiss the Third Amended Complaint in July 2010, which is currently pending. KEYCORP: Motion to Dismiss Madoff-Related Suit Still Pending ------------------------------------------------------------ KeyCorp's motion to dismiss the consolidated amended complaint in In re Austin Capital Management, Ltd., Securities & Employee Retirement Income Security Act (ERISA) Litigation remains pending, according to the Company's August 4, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. Austin Capital Management Ltd., a subsidiary that specialized in managing hedge fund investments for institutional customers, determined that its funds had suffered investment losses of up to approximately $186 million resulting from the crimes perpetrated by Bernard L. Madoff and entities that he controlled. The investment losses borne by Austin's funds stem from investments in certain Madoff-advised "hedge" funds. Several lawsuits, including putative class actions and direct actions, and an arbitration proceeding, are pending against Austin, KeyCorp, Victory Capital Management and certain employees and former employees of Key alleging various claims (collectively the "KeyCorp defendants"), including negligence, fraud, breach of fiduciary duties, and violations of federal securities laws and ERISA. Additionally, an informal demand asserted against Austin seeks recovery related to certain redemptions of investments made by Austin funds in Madoff- advised "hedge" funds prior to the revelation of Madoff's crimes. Most of the lawsuits have been consolidated into one action styled In re Austin Capital Management, Ltd., Securities & Employee Retirement Income Security Act (ERISA) Litigation ("Austin MDL") pending in federal court in New York. The KeyCorp defendants' motion to dismiss the consolidated amended complaint is pending in the Austin MDL. The arbitration proceeding remains in abeyance. KINETIC CONCEPTS: Faces Two Shareholder Suits in Texas Over Merger ------------------------------------------------------------------ Kinetic Concepts, Inc., is facing two shareholder class action lawsuits in Texas challenging its merger agreement with a consortium of funds advised by Apax Partners, according to the Company's August 4, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. Following the announcement on July 13, 2011, that KCI had entered into a definitive merger agreement under which a consortium of funds advised by Apax Partners will acquire KCI (the "Merger"), two purported shareholders of KCI initiated legal actions challenging the Merger. On July 20, 2011, purported shareholder John Chevedden sent a letter to the KCI Board of Directors demanding that the Board take actions to remedy alleged breaches of fiduciary duties in connection with the Board's approval of the Merger. The purported shareholder stated that if the Board of Directors does not take actions as demanded in his letter, he will prosecute a shareholder derivative action against the Company and its directors. The Board of Directors will review this purported shareholder's demand and determine how to proceed in response to the allegations. On July 22, 2011, purported shareholder Sharon M. Dunn filed a putative class action petition in the District Court of Bexar County, Texas, 288th Judicial District, in an action styled Dunn v. Apax Partners et al., Case No. 2011-CI-11943. The action asserts claims against KCI's directors and against KCI as a nominal defendant, and additionally names as defendants Apax Partners, Chiron Holdings, Inc., Chiron Merger Sub, Inc., and John Does 1-25 (unidentified associates and affiliates of Apax Partners forming the consortium to purchase the Company) (collectively, "Apax Partners"). The petition in this putative class action alleges that KCI's directors breached their fiduciary duties to shareholders and committed gross mismanagement and waste of corporate assets by their actions in approving the merger agreement. The petition further alleges that Apax Partners aided and abetted these alleged breaches of fiduciary duties. The petition requests that the Merger be enjoined. On August 2, 2011, purported shareholder Michael Ross filed a putative class action petition in the District Court of Bexar County, Texas, 224th Judicial District, in an action styled Ross v. Kinetic Concepts, Inc. et al., Case No. 2011-CI-12497. This action asserts claims against KCI and its directors and additionally names as defendants Apax Partners, the Canada Pension Plan Investment Board, the Public Sector Pension Investment Board, Chiron Merger Sub, Inc., and Chiron Holdings, Inc. The petition in this putative class action alleges that KCI and its directors breached their fiduciary duties to shareholders by their actions in approving the merger agreement. The petition further alleges that the remaining defendants aided and abetted these alleged breaches of fiduciary duties. The petition requests that the Merger be enjoined. Although it is not possible to predict the outcome of these litigation matters with certainty, KCI and its directors believe that the claims raised by these purported shareholders are without merit, and the defendants intend to defend their positions in these matters vigorously. Currently the Company cannot determine whether the ultimate outcome of these legal actions will have a material impact on the Company's financial position, results of operations, or cash flows. KOHLBERG CAPITAL: Plaintiff Has Until Aug. 22 to Amend Complaint ---------------------------------------------------------------- Kohlberg Capital Corporation will continue to defend itself from a consolidated lawsuit if a further amended complaint is filed by August 22, 2011, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. The Company and certain directors and officers are named as defendants in three putative class actions pending in the Southern District of New York brought by stockholders of the Company and filed in December 2009 and January 2010. The complaints in these three actions allege violations of Sections 10 and 20 of the Exchange Act based on the Company's disclosures of its year-end 2008 and first- and second-quarter 2009 financial statements. The federal court consolidated the three lawsuits and appointed a lead plaintiff under the Private Securities Litigation Reform Act on March 21, 2011, and lead plaintiff filed a consolidated amended complaint on May 11, 2011. The Company moved to dismiss the consolidated amended complaint. On July 28, 2011, the Court granted that motion and dismissed the consolidated amended complaint, giving the plaintiff until August 22, 2011 to file any further amended complaint. The Company believes that the suit is without merit and if the plaintiff files an amended complaint, will defend it vigorously. LEGGETT & PLATT: Continues to Defend Antitrust Suits in Ohio ------------------------------------------------------------ Leggett & Platt, Incorporated continues to defend itself in class action lawsuits brought by direct purchasers of polyurethane foam products, according to the Company's August 4, 2011 Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. Beginning in August 2010, a series of civil lawsuits was initiated in several U.S. federal courts against over 20 defendants alleging that competitors of the Company's carpet underlay division and other manufacturers of polyurethane foam products had engaged in price fixing in violation of U.S. antitrust laws. A number of these lawsuits have been voluntarily dismissed without prejudice. Of the cases remaining, the Company has been named as a defendant in (a) four direct purchaser class action cases and a consolidated amended class action complaint filed on February 28, 2011 on behalf of a class of all direct purchasers of polyurethane foam products; (b) an indirect purchaser class consolidated amended complaint filed March 21, 2011; (c) an individual direct purchaser case filed on March 22, 2011; and (d) an indirect purchaser class action case filed on May 23, 2011. All pending cases in which the Company has been named as a defendant have been filed in or transferred to the U.S. District Court for the Northern District of Ohio under the name In re: Polyurethane Foam Antitrust Litigation, Case No. 1:10-MD-02196. In these actions, the plaintiffs, on behalf of themselves or a class of purchasers, seek three times the amount of unspecified damages allegedly suffered as a result of alleged overcharges in the price of polyurethane foam products from at least 1999 to the present. Each plaintiff also seeks attorney fees, pre-judgment and post-judgment interest, court costs, and injunctive relief against future violations. On April 15 and May 6, 2011, the Company filed motions to dismiss direct purchaser and indirect purchaser class actions, for failure to state a legally valid claim. On July 19, 2011, the Court denied the motions to dismiss. The Company denies all of the allegations in these actions and will vigorously defend itself. This contingency is subject to many uncertainties. Therefore, based on the information available to date, the Company cannot estimate the amount or range of potential loss, if any. At this time, the Company does not expect that the outcome of these actions will have a material adverse effect on our financial condition, operating cash flows or results of operations. Leggett & Platt, Incorporated is a manufacturer of: components for residential furniture and bedding, power foundations, carpet underlay, components for office furniture, drawn steel wire, automotive seat support and lumbar systems, and bedding industry machinery. LEXMARK INT'L: Appeal From $8.3MM Award in "Molina" Suit Pending ---------------------------------------------------------------- Lexmark International, Inc.'s appeal from a trial court's award of approximately $8.3 million in damages to plaintiffs in the class action lawsuit captioned Molina v. Lexmark remains pending, according to the Company's August 8, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. On August 31, 2005, former Company employee Ron Molina filed a class action lawsuit in the California Superior Court for Los Angeles under a California employment statute which in effect prohibits the forfeiture of vacation time accrued. This statute has been used to invalidate California employers' "use or lose" vacation policies. The class is comprised of less than 200 current and former California employees of the Company. The trial was bifurcated into a liability phase and a damages phase. On May 1, 2009, the trial court Judge brought the liability phase to a conclusion with a ruling that the Company's vacation and personal choice day's policies from 1991 to the present violated California law. In a Statement of Decision, received by the Company on August 27, 2010, the trial court Judge awarded the class members approximately $8.3 million in damages which included waiting time penalties and interest but did not include post- judgment interest, costs and attorneys' fees. On November 17, 2010, the trial court Judge partially granted the Company's motion for a new trial solely as to the argument that current employees are not entitled to any damages. On March 7, 2011, the trial court Judge reduced the original award to $7.8 million. On June 21, 2011, the class members filed a motion for attorneys' fees seeking $5.7 million. The Company filed a notice of appeal with the California Court of Appeals objecting to the trial court Judge's award. The appeal is pending. The Company believes an unfavorable outcome in the matter is probable. The range of potential loss related to this matter is subject to a high degree of estimation. In accordance with U.S. GAAP, if the reasonable estimate of a probable loss is a range and no amount within the range is a better estimate, the minimum amount of the range is accrued. The Company has reserved a total of $1.8 million including attorney fees for estimated damages in the matter. The amount recorded represents an estimate at the minimum amount of the range. At the high end of the range, the class has sought approximately $16.7 million, the highest forfeiture amount asserted by the class' expert based on an assumption that none of the California employees ever used any of their accrued vacation or personal choice days and this $16.7 million amount does not include post judgment interest, costs and attorneys' fees which also may be assessed against the Company. While the Company believes it has meritorious defenses, the ultimate resolution of the matter could result in an additional loss of up to $14.9 million, excluding post judgment interest, costs and attorneys' fees, in excess of the amount accrued. Established in 1991, Lexmark International, Inc. -- http://www.lexmark.com/-- is a developer, manufacturer and supplier of printing, imaging and document workflow solutions for the office. The Company also operates in the office imaging and ECM markets. Lexmark's products include laser printers, inkjet printers, multifunction devices, dot matrix printers and associated supplies, solutions and services and ECM software solutions and services. LINCOLN EDUCATIONAL: Awaits Ruling on Motion to Dismiss Class Suit ------------------------------------------------------------------ Lincoln Educational Services Corporation is awaiting a court ruling on its motion to dismiss a consolidated class action lawsuit pending in New Jersey, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. The Company and several executive officers have been named as defendants in two purported securities class action lawsuits. The complaints, which were both filed in the U.S. District Court for the District of New Jersey, allege that the Company and the other defendants made false and misleading statements and failed to disclose material adverse facts about the Company's business and prospects in violation of federal securities laws. The plaintiff seeks damages for the purported class. The complaints were filed on August 13, 2010 and September 19, 2010, and are respectively captioned, Donald J. and Mary S. Moreaux v. Lincoln Educational Services Corp., et al., and Robert Lyathaud v. Lincoln Educational Services Corp., et al. On November 24, 2010, the Court consolidated the two actions under the caption In re Lincoln Educational Services Corp. Securities Litigation and appointed a lead plaintiff. A consolidated amended complaint was filed on February 14, 2011. On April 15, 2011, defendants filed a motion to dismiss all of the claims asserted therein. That motion has been fully briefed and is currently pending before the Court. LOOPNET INC: Signs MOU to Settle Merger-Related Class Suits ----------------------------------------------------------- Loopnet, Inc., signed in June 2011 a memorandum of understanding to settle class action lawsuits challenging its proposed merger with CoStar Group, Inc., according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. On April 27, 2011, LoopNet and the CoStar Group, Inc. ("CoStar") announced the signing of a merger agreement for the acquisition of LoopNet by CoStar (the "Merger"), which was approved by LoopNet's stockholders at a special meeting on July 11, 2011. Completion of the Merger remains subject to the expiration or termination of the waiting period imposed by the Hart-Scott Rodino Antitrust Improvement Act of 1976 as amended, and satisfaction or waiver of the other closing conditions specified in the merger agreement. The Merger is expected to close by the end of 2011. The Company and its board of directors and CoStar have been named as defendants in three putative class action lawsuits brought by alleged stockholders challenging Loopnet's proposed merger with CoStar. Two of the actions, Raymond E. Williams Jr. v. LoopNet, Inc., et al. and Ronald T. West v. Richard Boyle, et al., were filed on or around May 3, 2011 and Ronald T. West v. Richard Boyle, et al. was amended on May 20, 2011. The third action, Karin Cahill v. LoopNet, Inc., et al., was filed on June 3, 2011. All three actions were filed in the Superior Court of California, County of San Francisco. The complaints generally allege, among other things, that each member of the board breached his fiduciary duties to the Company's stockholders by authorizing the sale of the Company to CoStar for consideration that does not maximize value to the shareholders and engineering the transaction to benefit themselves without regard to the Company's shareholders. The complaints also generally allege that the Company (and, in the case of the Ronald T. West action, CoStar) aided and abetted the breaches of fiduciary duty allegedly committed by the members of the board and made incomplete or materially misleading disclosures about the proposed transaction. The shareholder actions seek equitable relief, including an injunction against consummating the merger. On June 21, 2011, counsel for the parties in the lawsuits entered into a memorandum of understanding in which they agreed on the terms of a settlement of all litigation, which would include the dismissal with prejudice of all claims against all of the defendants. The proposed settlement is conditional upon, among other things, the execution of an appropriate stipulation of settlement, consummation of the merger and final approval of the proposed settlement by the court. In addition, in connection with the settlement and as provided in the memorandum of understanding, the parties contemplate that plaintiff's counsel will seek an award of attorneys' fees and expenses as part of the settlement. There can be no assurance that the Merger will be consummated, that the parties ultimately will enter into a stipulation of settlement or that the court will approve the settlement even if the parties enter into such stipulation. In such event, the proposed settlement as contemplated by the memorandum of understanding may be terminated. The settlement will not affect the amount of the merger consideration that the Company's stockholders are entitled to receive in the Merger. MANNKIND CORP: Continues to Defend Consolidated Shareholder Suit ---------------------------------------------------------------- MannKind Corporation continues to defend itself against a consolidated shareholder class action lawsuit, according to the Company's August 4, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. Following the Company's receipt of the Complete Response letter from the United States Food and Drug Administration ("FDA") regarding the new drug application ("NDA") for AFREZZA in January 2011, and the subsequent decline of the price of its common stock, several complaints were filed in the U.S. District Court for the Central District of California against the Company and certain of its officers and directors on behalf of certain purchasers of its common stock. The complaints include claims asserted under Sections 10(b) and 20(a) of the Exchange Act and have been brought as purported shareholder class actions. In general, the complaints allege that the Company and certain of its officers and directors violated federal securities laws by making materially false and misleading statements regarding its business and prospects for AFREZZA, thereby artificially inflating the price of its common stock. The plaintiffs are seeking unspecified monetary damages and other relief. The complaints have been transferred to a single court and consolidated for all purposes. The court has appointed a lead plaintiff and lead counsel and a consolidated complaint was filed on June 27, 2011. The Company will vigorously defend against the claims advanced. MOHAWK INDUSTRIES: Court Refuses to Dismiss Polyurethane Suit ------------------------------------------------------------- The U.S. District Court for the Northern District of Ohio denied Mohawk Industries, Inc.'s motions to dismiss claims brought by direct and indirect purchasers of polyurethane foam products in a consolidated antitrust lawsuit, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended July 2, 2011. Beginning in August 2010, a series of civil lawsuits was initiated in several U.S. federal courts alleging that certain manufacturers of polyurethane foam products and competitors of the Company's carpet underlay division had engaged in price fixing in violation of U.S. antitrust laws. Mohawk has been named as a defendant in seven of the 43 cases filed (the first on August 26, 2010), as well as in two consolidated amended class action complaints, the first filed on February 28, 2011, on behalf of a class of all direct purchasers of polyurethane foam products, and the second filed on March 21, 2011, on behalf of a class of indirect purchasers. All pending cases in which the Company has been named as a defendant have been filed in or transferred to the U.S. District Court for the Northern District of Ohio for consolidated pre-trial proceedings under the name In re: Polyurethane Foam Antitrust Litigation, Case No. 1:10-MDL-02196. In these actions, the plaintiffs, on behalf of themselves and/or a class of purchasers, seek three times the amount of unspecified damages allegedly suffered as a result of alleged overcharges in the price of polyurethane foam products from at least 1999 to the present. Each plaintiff also seeks attorney fees, pre-judgment and post-judgment interest, court costs, and injunctive relief against future violations. In April 2011, the Company filed a motion to dismiss the class action claims brought by the direct purchasers, and in May 2011, the Company moved to dismiss the claims brought by the indirect purchasers. On July 19, 2011, the Court issued a written opinion denying all defendants' motions to dismiss. The Company denies all of the allegations in these actions and will vigorously defend itself. The Company believes that adequate provisions for resolution of all contingencies, claims and pending litigation have been made for probable losses and that the ultimate outcome of these actions will not have a material adverse effect on its financial condition but could have a material adverse effect on its results of operations in a given quarter or year. NASCAR HOLDINGS: Sued for Sending Unsolicited Spam Text Messages ---------------------------------------------------------------- Courthouse News Service reports that three federal class actions accuse these companies of sending unsolicited spam via text messages: NASCAR Holdings, NFL Enterprises, and Gamestop. A fourth class action claims Union Bank annoys people with spam phone calls. A copy of the Complaint in Jaber v. NASCAR Holdings, Inc., Case No. 11-cv-01783 (S.D. Calif.), is available at: http://www.courthousenews.com/2011/08/11/Spam.pdf The Plaintiff is represented by: Joshua B. Swigart, Esq. Robert L. Hyde, Esq. HYDE & SWIGART 411 Camino Del Rio South, Suite 301 San Diego, CA 92108-3551 Telephone: (619) 233-7770 E-mail: josh@westcoastlitigation.com bob@westcoastlitigation.com - and - Abbas Kazerounian, Esq. KAZEROUNI LAW GROUP APC 2700 North Main Street, Ste. 1050 Santa Ana, CA 92866 Telephone: (800) 400-6808 E-mail: ak@kazlg.com NEW YORK LAW: Manipulates Employment Statistics, Suit Says ---------------------------------------------------------- Alexandra Gomez-Jimenez, Scott Tiedke and Katherine Cooper, on behalf of themselves and all others similarly situated v. New York Law School, Case No. 652226/2011 (N.Y. Sup. Ct., August 10, 2011) seeks to remedy a systemic, ongoing fraud that is ubiquitous in the legal education industry and threatens to leave a generation of law students in dire financial straits. The Plaintiffs allege that New York Law School misrepresents and manipulates its employment statistics to prospective students, to mislead and defraud its students while saddling them with tens of thousands of dollars in crushing, non-dischargeable debt. The class claims: "New York Law's dean, Richard Matasar, actually publicly recognized this problem, when, during a program sponsored by the Association of American Law Schools, [he] acknowledged that 'we (law school deans) should be ashamed of ourselves. We own our students' outcomes. We took them. We took their money. . . . And if they don't have a good outcome in life, we're exploiting them. It's our responsibility to own the outcomes of our institutions. If they're not doing well . . . it's gotta be fixed. Or we should shut the damn place down. And that's a moral responsibility that we bear in the academy.'" The complaint continues: "However, far from heeding his own advice by taking 'ownership' of his students' outcomes, Mr. Matasar's school consigns the overwhelming majority of them to years of indentured servitude, saddling them with tens of thousands of dollars in crushing, non-dischargeable debt that will take literally decades to pay off. New York Law has done this while blatantly misrepresenting and manipulating its employment statistics to prospective students, employing the type of 'Enron- style' accounting techniques that would leave most for-profit companies facing the long barrel of a government investigation and the prospect of paying a substantial civil fine. These deceptions are perpetuated so as to prevent prospective students from realizing the obvious -- that attending NYLS and forking over nearly $150,000 in tuition payments is a terrible investment which makes little economic sense and, most likely, will never pay off. "Specifically, NYLS, through both its print and internet marketing materials, commits two basic written, uniform misrepresentations. First, the school during the class period claims that the overwhelming majority of its graduates -- roughly between 90 and 95% -- secure employment within nine months of graduation. However, the reality of the situation is that these seemingly robust numbers include any type of employment, including jobs that have absolutely nothing to do with the legal industry, do not require a JD degree or are temporary or part-time in nature. Rather, if NYLS was to disclose the more pertinent employment statistic -- i.e. those graduates who have secured full-time, permanent positions for which a JD degree is required or preferred -- the numbers would drop dramatically, and could be well below 50%, if not even lower. "Second, NYLS grossly inflates its graduates' reported mean salaries, by calculating them based on a small, mostly self- selected subset of graduates who actually submit their salary information. To that end, if the Defendants were to disclose salary data based on a broad, statistically meaningful representation of its graduates, by including more graduates who have failed to secure full-time, permanent employment, the reported mean salaries would decline precipitously. "Defendants' deceptions are all the more shocking considering that the school has functioned as a veritable 'JD-factory', enrolling in 2009 1,596 total students, an increase of 270 students from 2000. In 2009, at the height of the 'Great Recession' and while the legal industry was experiencing historic job cuts, NYLS enrolled its largest first-year class ever -- 736 students -- which was an astounding 30% increase from the previous year. As detailed in a recent New York Times expose, these increases can largely be explained by the school's desire to maintain the AAA rating that Moody's had given the school's $135 million bond offering which was floated to finance the construction of a brand new 235,000-square-foot complex. "Compounding problems, there is no place where prospective students can find NYLS's 'real' employment numbers. The school supplies the same dubious statistics to the U.S. News & World Report ('US News') and the American Bar Association ('ABA'), the two primary sources of information for law school employment data. Like NYLS, these sources count as 'employed' those who have secured employment in any capacity in any kind of job, no matter how unrelated to the legal field." The Plaintiffs assert that they want to bring an element of "sunlight" or transparency to the way law schools report post- graduate employment data and salary information, by requiring that the schools make critical, material disclosures that will give both prospective and current students a more accurate picture of the students' post-graduate financial situation, as opposed to the status quo where law schools are incentivized to engage in all sorts of legerdemain when tabulating employment statistics. The students demand $200 million in damages for fraud, negligent misrepresentation, and violations of business law. The Plaintiffs previously attended New York Law School. Ms. Gomez-Jimenez and Mr. Tiedke are practicing attorneys in Manhattan, while Ms. Cooper is licensed to practice in New York. New York Law School is an American Bar Association-accredited law school and a New York not-for-profit corporation. The true names and capacities of the Doe Defendants are currently unknown to the Plaintiffs. A copy of the Complaint in Gomez-Jimenez, et al. v. New York Law School, et al., Index No. 652226/2011 (N.Y. Sup. Ct., N.Y. Cty.), is available at: http://www.courthousenews.com/2011/08/11/NYLaw.pdf The Plaintiffs are represented by: David Anziska, Esq. Jeff Kurzon, Esq. Jesse Strauss, Esq. KURZON STRAUSS LLP 305 Broadway, 9th Floor New York, NY 10007 Telephone: (212) 822-1496 Facsimile: (212) 822-1407 E-mail: Anziska@KurzonStrauss.com Jeff@KurzonStrauss.com Jesse@KurzonStrauss.com NEXCEN BRANDS: Dec. 2 Class Action Settlement Hearing Set --------------------------------------------------------- A Notice of Pendency and Proposed Settlement of Class Action has been issued in a litigation brought against NexCen Brands, Inc. Master File No. 1:08-CV-04906 (AKH) SUMMARY NOTICE OF PENDENCY AND PROPOSED CLASS ACTION SETTLEMENT TO: ALL PERSONS OR ENTITIES WHO PURCHASED THE PUBLICLY-TRADED COMMON STOCK OF NEXCEN BRANDS, INC. FROM MARCH 13, 2007 THROUGH MAY 18, 2008, AND WHO WERE ALLEGEDLY DAMAGED THEREBY YOU ARE HEREBY NOTIFIED that this class action is pending and that a settlement of it for $4,000,000 has been proposed. A hearing will be held on December 2, 2011 at 12:00 p.m. in Courtroom 14D before the Honorable Alvin K. Hellerstein, United States District Judge of the Southern District of New York, 500 Pearl Street, New York, New York 10007 for the purpose of determining: (1) whether the proposed settlement should be approved by the Court as fair, reasonable, and adequate; (2) whether the proposed plan for distribution of the settlement proceeds is fair, reasonable and adequate; (3) whether the application for an award of attorneys' fees of up to 30% of the settlement amount and reimbursement of expenses of not more than $70,000 should be approved; and (4) whether the litigation and all the claims against the Defendants should be dismissed with prejudice. IF YOU ARE A MEMBER OF THE CLASS DESCRIBED ABOVE, YOUR RIGHTS WILL BE AFFECTED AND YOU MAY BE ENTITLED TO SHARE IN THE SETTLEMENT FUND. If you think you may be a member of the Class but have not received the full printed Notice of Pendency and Proposed Settlement of Class Action and the Proof of Claim and Release form you may obtain copies of these documents by contacting: NexCen Brands Securities Litigation c/o Strategic Claims Services P.O. Box 230 600 North Jackson Street - Suite 3 Media, PA 19063 (866) 274-4004 or by printing them at http://www.nexcensettlement.com Motions and supporting papers explaining why the Lead Plaintiff and his counsel believe the Court should approve the settlement and the request for an award of attorneys' fees and reimbursement of expenses will be filed with the Court by November 2, 2011 and posted at this Web site promptly thereafter. For any questions or inquiries, other than requests for copies of the Notice and Proof of Claim, please contact Counsel for the Class: Lisa M. Mezzetti Matthew B. Kaplan COHEN MILSTEIN SELLERS & TOLL PLLC 1100 New York Avenue, N.W. Suite 500 West Tower Washington, D.C. 20005 (202) 408-4600 http://www.cohenmilstein.com To participate in this settlement, you must submit a Proof of Claim no later than January 31, 2012. You will be bound by the Order and Final Judgment rendered in the Litigation whether or not you file a claim. As more fully described in the Notice, if you wish to object to the proposed settlement or motion for fees and costs, or want to exclude yourself from the Class, you can do so by filing a request; your objection or request for exclusion must be received by November 14, 2011. Further information may be obtained by directing your inquiry in writing to the Claims Administrator, Strategic Claims Services, at the address listed above or through the Web site. DATED: JULY 5, 2011 BY ORDER OF THE COURT. CONTACT: Strategic Claims Services (610) 565-9202 Fax: (610) 565-7985 600 N. Jackson Street, Suite 3 Media, PA 19063 NORTHWEST PIPE: Awaits Ruling on Motion to Dismiss "Plumbers" Suit ------------------------------------------------------------------ Northwest Pipe Company is awaiting a court ruling on its motion to dismiss a consolidated securities class complaint in Washington, according to the Company's August 8, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. On November 20, 2009, a complaint against the Company, captioned Richard v. Northwest Pipe Co. et al., No. C09-5724 RBL, was filed in the United States District Court for the Western District of Washington. The plaintiff is allegedly a purchaser of the Company's stock. In addition to the Company, Brian W. Dunham, the Company's former President and Chief Executive Officer, and Stephanie J. Welty, the Company's former Chief Financial Officer, are named as defendants. The complaint alleges that defendants violated Section 10(b) of the Securities Exchange Act of 1934 by making false or misleading statements between April 23, 2008 and November 11, 2009. Plaintiff seeks to represent a class of persons who purchased the Company's stock during the same period, and seeks damages for losses caused by the alleged wrongdoing. A similar complaint, captioned Plumbers and Pipefitters Local Union No. 630 Pension-Annuity Trust Fund v. Northwest Pipe Co. et al., No. C09-5791 RBL, was filed against the Company in the same court on December 22, 2009. In addition to the Company, Brian W. Dunham, Stephanie J. Welty and William R. Tagmyer, the Company's current Chairman of the Board, are named as defendants in the Plumbers complaint. In the Plumbers complaint, as in the Richard complaint, the plaintiff is allegedly a purchaser of the Company's stock and asserts that defendants violated Section 10(b) of the Securities Exchange Act of 1934 by making false or misleading statements between April 23, 2008 and November 11, 2009. Plaintiff seeks to represent a class of persons who purchased the Company's stock during that period, and seeks damages for losses caused by the alleged wrongdoing. The Richard action and the Plumbers action were consolidated on February 25, 2010. Plumbers and Pipefitters Local No. 630 Pension-Annuity Trust Fund was appointed lead plaintiff in the consolidated action. Defendants and lead plaintiff subsequently agreed that defendants did not need to respond immediately to either of the two outstanding complaints, and that a consolidated amended complaint would be filed within 45 days of the Company having completed the filing of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and the Company's 2009 Form 10-K with the SEC. A consolidated amended complaint was filed by the plaintiff on December 21, 2010, and the Company's motion to dismiss was filed on February 25, 2011, as were similar motions filed by the individual defendants. Briefing on those motions concluded on May 24, 2011, and a ruling on the pending motion to dismiss is expected between August and October 2011. The Company intends to vigorously defend itself against these claims. This securities litigation is at an early stage and, at this time, it is not possible to predict its outcome, the Company relates. Therefore, the Company has not accrued any charges related to the litigation. Northwest Pipe Company -- http://www.nwpipe.com/-- is a North American manufacturer of large-diameter, high-pressure steel pipeline systems for use in water infrastructure applications, primarily related to drinking water systems. The Company also manufactures other welded steel pipe products for use in a wide range of applications, including energy, construction, agriculture, and industrial systems. The Company's pipeline systems are also used for hydroelectric power systems, wastewater systems and other applications, and the Company makes products for industrial plant piping systems and certain structural applications. OCWEN FINANCIAL: Obtains Final Approval of Class Suit Settlement ---------------------------------------------------------------- Ocwen Financial Corporation obtained in July 2011 final approval of its class settlement of a consolidated lawsuit over its mortgage servicing practices, according to the Company's August 4, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. Since April 2004, Ocwen has been included as a defendant in litigation in federal court in Chicago which consolidated certain class actions and individual actions brought by borrowers in various federal and state courts challenging the defendants' mortgage servicing practices, including charging improper or unnecessary fees, misapplying borrower payments and similar allegations (the MDL Proceeding). Ocwen believes the allegations in the MDL Proceeding are without merit and have defended against them vigorously. In the interests of obtaining finality and cost certainty with regard to this complex and protracted litigated matter, however, defendants, including Ocwen, have entered into a definitive written agreement with plaintiffs' counsel with respect to a class settlement. Ocwen's portion of the proposed settlement payment is $5,163,000 plus certain other non-cash consideration and administrative costs. On July 1, 2011, the Court granted final approval to this class settlement. Defendants, including Ocwen, have paid their respective portions of the settlement into escrow and notice of the settlement has been provided to potential class members. The settlement is subject to potential opt outs and/or appeals by individual plaintiffs. In either or both events, the Company will continue to vigorously defend such matters. OKLAHOMA: Judge Delays DHS Class Action Trial Until February 2012 ----------------------------------------------------------------- David Harper, writing for Tulsa World, reports that a Tulsa federal judge has delayed by more than four months the trial in a class-action lawsuit that seeks changes in the state's foster-care system. U.S. District Judge Gregory Frizzell moved the nonjury trial from Oct. 17 to Feb. 21, citing the scheduling challenges of accommodating a four-week trial on his docket. Mr. Frizzell had set the trial for Oct. 17 more than a year ago but mentioned during a July 2010 hearing that it "may be a bit ambitious" in light of the scope of the case. The pretrial discovery process has often been contentious, but the parties were on pace to be ready for trial in October. The lawsuit was filed against various Oklahoma Department of Human Services officials in February 2008 by Children's Rights, a national child-advocacy group in New York, and five law firms. The original plaintiffs were nine children who allegedly had suffered in DHS placements. The case has since become a class- action lawsuit with thousands of children in DHS custody as plaintiffs. The plaintiffs seek improvements in areas such as caseloads for DHS workers and supervisors; education and training for agency employees, foster parents and adoptive parents; and monitoring of the safety of children in state custody. Children's Rights Executive Director Marcia Robinson Lowry released a statement on Aug. 9, saying: "Of course we are disappointed in the delay in the trial date and were ready to proceed in October. But we will proceed to trial with proof that the state has been violating the constitutional rights of abused and neglected children just as soon as the court is able to hear this case." DHS Communications Director Sheree Powell said the agency also would have been ready for trial in October. More than 5 million individual pages have been involved in the pretrial discovery process, she noted. ORMAT TECHNOLOGIES: Certification Motion Pending in Nevada Suit --------------------------------------------------------------- A motion for class certification is currently pending in the consolidated securities lawsuit against Ormat Technologies, Inc., filed in Nevada, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. Following the Company's public announcement that it would restate certain of its financial results due to a change in the Company's accounting treatment for certain exploration and development costs, three securities class action lawsuits were filed in the United States District Court for the District of Nevada on March 9, 2010, March 18, 2010 and April 7, 2010. These complaints assert claims against the Company and certain officers and directors for alleged violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act). One complaint also asserts claims for alleged violations of Sections 11, 12(a)(2) and 15 of the Securities Act. All three complaints allege claims on behalf of a putative class of purchasers of Company common stock between May 6, 2008 or May 7, 2008 and February 23, 2010 or February 24, 2010. These three lawsuits were consolidated by the court in an order issued on June 3, 2010 and the court appointed three of the Company's stockholders to serve as lead plaintiffs. Lead plaintiffs filed a consolidated amended class action complaint (CAC) on July 9, 2010 that asserts claims under Sections 10(b) and 20(a) of the Exchange Act on behalf of a putative class of purchasers of Company common stock between May 7, 2008 and February 24, 2010. The CAC alleges that certain of the Company's public statements were false and misleading for failing to account properly for the Company's exploration and development costs based on the Company's announcement on February 24, 2010 that it was going to restate certain of its financial results to change its method of accounting for exploration and development costs in certain respects. The CAC also alleges that certain of the Company's statements concerning the North Brawley project were false and misleading. The CAC seeks compensatory damages, expenses, and such further relief as the court may deem proper. The Company cannot make an estimate of the possible loss or range of loss. Defendants filed a motion to dismiss the CAC on August 13, 2010. On March 3, 2011, the court granted in part and denied in part defendants' motion to dismiss. The court dismissed plaintiffs' allegations that on the Company's statements regarding the North Brawley project were false or misleading, but did not dismiss plaintiffs' allegations regarding the 2008 restatement. Defendants answered the remaining allegations in the CAC regarding the restatement on April 8, 2011 and the case has now entered the discovery phase. On July 22, 2011, plaintiffs filed a motion to certify the case as a class action on behalf of a class of purchasers of Company common stock between February 25, 2009 and February 24, 2010. The Company does not believe that these lawsuits have merit and is defending the actions vigorously. PHILIPS LIGHTING: Recalls 1.86-MM Dimmable Reflector Flood Lamps ---------------------------------------------------------------- The U.S. Consumer Product Safety Commission, in cooperation with Philips Lighting Company of Somerset, New Jersey, announced a voluntary recall of about 1.86 million units of EnergySaver, also known as Marathon or Marathon Classic, Compact Fluorescent dimmable reflector lamps. Consumers should stop using recalled products immediately unless otherwise instructed. It is illegal to resell or attempt to resell a recalled consumer product. The glue that attaches the glass outer envelope or globe to the body of the lamp can fail allowing the glass outer envelope to fall and strike persons and objects below, posing a laceration hazard to consumers. Philips has received 700 reports of lamps where the glue failed and the glass outer envelope fell, including two reports of minor injury and three reports of minor property damage. This recall involves Philips EnergySaver also known as Marathon and Marathon Classic Compact Fluorescent dimmable reflector lamps, models R30, R40 and PAR 38 manufactured between March 2007 and May 2010. These are the model numbers and Universal Product Code (UPC) numbers of the lamps included in this recall: Product Description Model Number UPC ------------------- ------------ --- EnergySaver (a/k/a Marathon EL/A R30 Dim 16w 46677 13 7076 or Marathon Classic) and 46677 15 Dimmable R30 Reflector Flood 0419 EnergySaver (a/k/a Marathon EL/A R40 Dim 20w 46677 13 7083 or Marathon Classic) and 46677 15 Dimmable R40 Reflector Flood 0426 EnergySaver (a/k/a Marathon EL/A Par38 Dim 20w 46677 14 6443 or Marathon Classic) and 46677 15 Dimmable Par38 Reflector Flood 0433 Model numbers are printed on the white ceramic area at the base of the lamps. For boxed products, the UPC number is on the bottom of the box. For products in blister cards, the UPC is at the top right corner of the back of the package. The affected products also have dates codes from March 2007 through May 2010: Date Code on Product Month and Date of Production -------------------- ---------------------------- C7 to M7 March to December 2007 A8 to M8 January to December 2008 A9 to D9 January to April 2009 0916 to 0953 April to December 2009 1001 to 1022 January to May 2010 Date codes are located on the lamps themselves, either stamped into the metal gold base of the lamp or in the white ceramic area with other product information. Pictures of the recalled products are available at: http://www.cpsc.gov/cpscpub/prerel/prhtml11/11302.html The recalled products were manufactured in Mexico and Poland, and sold at grocery and home center stores nationwide, online retailers, and professional electrical distributors from March 2007 through July 2011, for between $11 and $24. Consumers should immediately stop using the recalled lamps and contact Philips to receive instructions on how to receive a free replacement lamp. For additional information, contact Philips toll-free at (866) 622-6372 between 9:00 a.m. and 5:00 p.m. Eastern Time Monday through Friday or visit the company's Web site at http://www.recall.philips.com/en_us.html/ PITNEY BOWES: Awaits Decision on Plea to Dismiss NECA-IBEW Suit --------------------------------------------------------------- Pitney Bowes Inc. is still awaiting a court decision on its motion to dismiss the lawsuit commenced by NECA-IBEW Health & Welfare Fund, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. On October 28, 2009, the Company and certain of its current and former officers were named as defendants in NECA-IBEW Health & Welfare Fund v. Pitney Bowes Inc. et al., a class action lawsuit filed in the U.S. District Court for the District of Connecticut. The complaint asserts claims under the Securities Exchange Act of 1934 on behalf of those who purchased the common stock of the company during the period between July 30, 2007, and October 29, 2007, alleging that the Company, in essence, missed two financial projections. Plaintiffs filed an amended complaint on September 20, 2010. On December 3, 2010, the Company moved to dismiss the complaint. The parties have completed briefing on this motion and the motion is now pending before the court. Based upon the Company's current understanding of the facts and applicable laws, the Company does not believe there is a reasonable possibility that any loss has been incurred. The Company expects to prevail in the legal action; however, as litigation is inherently unpredictable, there can be no assurance in this regard. If the plaintiffs do prevail, the results may have a material effect on the Company's financial position, future results of operations or cash flows, including, for example, its ability to offer certain types of goods or services in the future. PITNEY BOWES: Still Awaits Order on Plea to Dismiss Suit vs. Unit ----------------------------------------------------------------- Pitney Bowes Inc. is still awaiting a court decision on a motion to dismiss lawsuits against its subsidiary, Imagitas, Inc., according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. The Company's wholly-owned subsidiary, Imagitas, Inc., is a defendant in several purported class actions. These lawsuits were originally filed in six different states and later coordinated in the U.S. District Court for the Middle District of Florida, In re: Imagitas, Driver's Privacy Protection Act Litigation (Coordinated, May 28, 2007). Each of these lawsuits alleges that the Imagitas DriverSource program violated the federal Drivers Privacy Protection Act (DPPA). Under the DriverSource program, Imagitas entered into contracts with state governments to mail out automobile registration renewal materials along with third party advertisements, without revealing the personal information of any state resident to any advertiser. The DriverSource program assisted the state in performing its governmental function of delivering these mailings and funding the costs of them. The plaintiffs in these actions were seeking statutory damages under the DPPA. On December 21, 2009, the Eleventh Circuit Court affirmed the District Court's summary judgment decision in Rine, et al. v. Imagitas, Inc. (U.S. District Court, Middle District of Florida, filed August 1, 2006), which ruled in Imagitas' favor and dismissed that litigation. That decision is now final, with no further appeals available. With respect to the remaining state cases, Imagitas filed its motion to dismiss these cases on October 8, 2010. Plaintiff's opposition brief was filed on December 6, 2010, and Imagitas filed its reply brief on December 22, 2010. Although the plaintiffs are still contending that the cases filed in Massachusetts, Ohio and Missouri can proceed, they have admitted in their response that the reasoning in the Rine decision does require that actions based on Minnesota and New York laws be dismissed. The Company is awaiting a decision by the District Court on the motion to dismiss. Based upon the Company's current understanding of the facts and applicable laws, the Company does not believe there is a reasonable possibility that any loss has been incurred. The Company expects to prevail in the legal action; however, as litigation is inherently unpredictable, there can be no assurance in this regard. If the plaintiffs do prevail, the results may have a material effect on the Company's financial position, future results of operations or cash flows, including, for example, its ability to offer certain types of goods or services in the future. RADIANT SYSTEMS: Court Consolidates 3 Merger-Related Suits ---------------------------------------------------------- A Georgia state court consolidated three putative class action lawsuits arising from Radiant Systems, Inc.'s proposed merger with NCR Corporation, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. On July 11, 2011, the Company entered into an Agreement and Plan of Merger with NCR Corporation, a Maryland corporation, and Ranger Acquisition Corporation, a Georgia corporation and a wholly owned subsidiary of NCR ("Merger Sub"). Pursuant to the Merger Agreement, NCR agreed to cause Merger Sub to commence a tender offer to purchase all of the outstanding shares of the Company's Common Stock, no par value per share, for $28.00 per share, net to the seller in cash, without interest and subject to applicable withholding taxes. Subsequent to the announcement of the Tender Offer and the Merger, three putative class actions were filed challenging the proposed transaction: (i) Jay Phelps v. Radiant Systems, Inc., et. al. (Case No. 2011CV203328), filed on July 14, 2011, in the Superior Court of Fulton County, Georgia; (ii) City of Worcester Retirement System v. Radiant Systems, Inc., et. al. (Case No. 2011CV203297), filed on July 15, 2011, in the Superior Court of Fulton Country, Georgia; and (iii) Oakland County Employees' Retirement System v. Radiant Systems, Inc. et. al. (Case No. 2011CV203324), filed on July 18, 2011, in the Superior Court of Fulton County, Georgia. All three complaints named the Company, the members of the board of directors, and NCR Corporation as defendants. All three actions were brought by purported shareholders of the Company, both individually and on behalf of a putative class of shareholders of the Company, alleging that the Board breached its fiduciary duties in connection with the Offer and Merger by purportedly failing to maximize shareholders value, and that the Company and NCR Corporation aided and abetted the alleged breaches. All three actions were transferred to the Court's Business Case Division. On July 27, 2011, the plaintiffs in the three actions jointly filed an amended complaint (the "Amended Complaint"). The Amended Complaint adds allegations that the Company's Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on July 25, 2011, contains materially misleading statements and omits material information. The Amended Complaint seeks equitable relief, including an injunction blocking consummation of the Offer and the Merger. The Amended Complaint also seeks compensatory damages in the event the Merger is consummated. On July 27, 2011, the plaintiffs also jointly filed a motion seeking to expedite discovery in anticipation of a forthcoming motion for a preliminary injunction blocking the defendants from proceeding with the Tender Offer and the Merger. On July 29, 2011, the Court consolidated the three actions. The Company believes the allegations contained in the Amended Complaint are without merit and intends to vigorously defend against them, including opposing the motion for expedited discovery and any motion for a preliminary injunction that may be filed. There can be no assurance, however, that the Company will be successful in its defense. SATCON TECHNOLOGY: Holzer Holzer & Fistel Files Class Action ------------------------------------------------------------ Holzer Holzer & Fistel, LLC disclosed that it has filed a class action lawsuit in the United States District Court for the District of Massachusetts on behalf of purchasers of Satcon Technology Corporation common stock who purchased shares between March 4, 2010 and July 5, 2011, inclusive. Specifically, the lawsuit alleges that, among other things, the Company: (1) knew but failed to disclose that it was experiencing a decrease in sales of its inverter systems; (2) knew but failed to disclose that it was not performing up to internal standards in the European market; and (3) failed to properly account for its inventory. If you purchased Satcon common stock during the Class Period, you have the legal right to petition the Court to be appointed a "lead plaintiff." A lead plaintiff is a representative party that acts on behalf of other class members in directing the litigation. Any such request must satisfy certain criteria and be made no later than September 19, 2011. Any member of the purported class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member. If you are a Satcon investor and would like to discuss a potential lead plaintiff appointment, or your rights and interests with respect to the lawsuit, you may contact Michael I. Fistel, Jr., Esq., or Marshall P. Dees, Esq. via e-mail at mfistel@holzerlaw.com or mdees@holzerlaw.com or via toll-free telephone at (888) 508-6832. Holzer Holzer & Fistel, LLC -- http://www.holzerlaw.com-- is an Atlanta, Georgia law firm that dedicates its practice to vigorous representation of shareholders and investors in litigation nationwide, including shareholder class action and derivative litigation. SONY: Aware of Data Breach Risk, Playstation Class Action Claims ---------------------------------------------------------------- Michelle Keahey, writing for The Louisiana Record, reports that a class action against Sony over a data breach of its PlayStation Network accuses the company of knowing its customers' data and personal information was at risk for theft and the company did nothing to protect it, including failing to put up a firewall. Demario J. Griffin and Christopher D. Becnel, on behalf of themselves and all others similarly situated, filed the lawsuit against Sony Corp. of America Inc., Sony Corp. Entertainment of America LLC, Sony Pictures Entertainment Inc. and Sony Network Entertainment International LLC on Aug. 5 in federal court in New Orleans. The data breach occurred on April 16, and allegedly affected 77 million user accounts, the suit claims. The alleged stolen data includes customer names, mailing addresses, e-mail addresses, birth dates, credit card numbers, expiration dates, online network passwords, login credentials and other personal information. The plaintiffs' lawyers, which includes Daniel Becnel, Jr., accuse Sony of knowing that it had inadequate security measures in place to protect its customers' personal information. It is not clear what his relationship is to a lead plaintiff in the case. Sony is accused of not installing a firewall on the PlayStation and SPE Networks, unless a particular user attempted to gain unauthorized access, the lawsuit states. Furthermore, Sony is accused of delaying the disclosure of the security breach until April 26, at least four days after it became aware of the massive breach. The plaintiffs argue that this prevented customers from taking prompt steps to secure their personal information to prevent identity theft and other financial crimes. The lawsuit alleges the security breach is tied to a 2010 lawsuit Sony initiated against a teenage gamer for copyright infringement. George Hotz, at the age of 19, successfully modified his PlayStation 3 to allow him to use it with other operating systems. After he publically disclosed what he did, Sony sued him. In response to the copyright lawsuit, a hacker referred to as "Anonymous" publicly stated that it planned to attack the PlayStation Network and, within two weeks, the massive data breach occurred. The proposed class action will include all U.S. persons who were active subscribers to the PlayStation Network or Qriocity service on April 16 to 17, 2011, or SPE's Network on or about June 3, 2011. Sony is accused of violating the Federal Electronic Communications Privacy Act, negligence breach of contract and breach of fiduciary duty. The plaintiffs are asking the Court for an Order stopping the defendants from further fraudulent business practices, for an award of damages in the amount of money they paid for their PlayStation equipment and network, restitution, credit monitoring service, exemplary damages, interest and attorney's fees. The plaintiffs are also represented by Matthew B. Moreland and Jennifer L. Crose of Becnel Law Firm in Reserve. A jury trial is requested. U.S. District Judge Kurt D. Engelhardt is assigned to the case. Case No. 2:11-cv-01885 SOUTHERN COPPER: Awaits Ruling in Suit Over Minera Mexico Merger ---------------------------------------------------------------- Southern Copper Corporation is awaiting a court ruling in a consolidated derivative class complaint over the Company's merger transaction with Minera Mexico, S.A. de C.V., according to the Company's August 8, 2011, Form 10-Q filing with the U.S. Securities and Exchange Corporation for the quarter ended June 30, 2011. Three purported class action derivative lawsuits were filed in the Delaware Court of Chancery (New Castle County) late in December 2004 and early January 2005 relating to the proposed merger transaction between the Company and Minera Mexico, S.A. de C.V., which was completed effective April 1, 2005. On January 31, 2005, the three actions -- Lemon Bay, LLP v. American Mining- Corporation, et al., Civil Action No. 961-N; Therault Trust v. Luis Palomino Bonilla, et al., and Southern Peru Copper Corporation et al., Civil Action No. 969-N; and James Sousa v. Southern Peru Copper Corporation, et al., Civil Action No. 978-N -- were consolidated into one action, captioned In re Southern Peru Copper Corporation Shareholder Derivative Litigation, Consol. Civil Action No. 961-N; the complaint filed by Lemon Bay was designated as the operative complaint in the consolidated lawsuit. The consolidated action purports to be brought on behalf of the Company and its common stockholders; the defendants in the consolidated action are AMC, German Larrea Mota-Velasco, Genaro Larrea Mota-Velasco, Oscar Gonzalez Rocha, Emilio Carrillo Gamboa, Jaime Fernando Collazo Gonzalez, Xavier Garcia de Quevedo Topete, Armando Ortega Gomez and Juan Rebolledo Gout (together, the "AMC Defendants"), Carlos Ruiz Sacristan, Harold S. Handelsman, Gilberto Perezalonso Cifuentes, and Luis Miguel Palomino Bonilla (together, the "Special Committee Defendants"). The consolidated complaint alleges, among other things, that the Transaction was the result of breaches of fiduciary duties by the Company's directors and was not entirely fair to the Company and its minority stockholders. Fact discovery closed in early 2010 and expert discovery closed on June 18, 2010. On June 30, 2010, the plaintiff moved for partial summary judgment. On August 10, 2010, the AMC Defendants and the Special Committee Defendants filed separate cross-motions for summary judgment. On December 21, 2010, the Court denied the plaintiff's motion and the AMC Defendants' cross-motion, but granted the Special Committee Defendants' motion, dismissing the Special Committee Defendants from the action. A four-day trial was held on June 21 to 24, 2011. Post-trial argument took place on July 12, 2011. A decision by the Court is pending. Plaintiff seeks, among other things, an award of damages to the Company's stockholders, and such other relief that the court deems equitable, including interest, attorneys' and experts' fees and costs. The defendants believe that the lawsuit is without merit and are vigorously defending against the action. Southern Copper Corporation -- http://www.southernperu.com/-- is a copper mining company with principal operations in Peru and Mexico. The Company also has an active ongoing exploration program in Chile and in 2011, it has started exploration activities in Argentina. In addition to copper, the Company produces significant amounts of other metals, either as a by-product of the copper process or in a number of dedicated mining facilities in Mexico. SOUTHERN COPPER: Awaits Order on Plea to Consolidate "AMC" Suits ---------------------------------------------------------------- Southern Copper Corporation continues to await a ruling on motions and cross-motions to consolidate derivative class action lawsuits relating to the proposed combination of the Company with Americas Mining Corporation, according to the Company's August 8, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. Four purported class action derivative lawsuits have been filed in the Delaware Court of Chancery (Oklahoma Firefighters Pension & Retirement System et al. v. SCC et al.; Gary Martin et al. v. SCC et al.; Thomas Griffin et al. v. SCC et al.; and Sheet Metal Workers Pension Plan of Northern California et al. v. SCC et al.) from August 2010 to October 2010 relating to the proposed combination of the Company with Americas Mining Corporation, the parent company of Asarco. The complaints name SCC, its current and certain former directors, AMC and Grupo Mexico as defendants. Two of the actions also name Asarco as a defendant. The actions purport to be brought on behalf of the Company's common stockholders. A previously reported complaint filed in the Superior Court of Arizona, City of North Miami Beach Police Officers' and Firefighters' Retirement Plan et al. v. SCC et al., has been voluntarily dismissed. The complaints allege, among other things, that the proposed transaction would result in breaches of fiduciary duties by the defendants and is not entirely fair to the Company and its minority stockholders. The complaints seek, among other things, a preliminary and permanent injunction to enjoin the transaction, the award of damages to the plaintiffs and the class, and such other relief that the court deems equitable, including interest, attorneys' and experts' fees and costs. On January 25, 2011, the Oklahoma Firefighters and Sheet Metal Workers plaintiffs filed an amended and joint motion to consolidate and have Firefighters' counsel appointed lead counsel. Plaintiffs also moved to stay the Martin and Griffin actions. The Sheet Metal plaintiffs have withdrawn their prior motion to consolidate in connection with the new motion. Oral argument on all plaintiffs' motions and cross- motions to stay or consolidate and appoint lead counsel is pending. The Firefighters' plaintiffs also moved for leave to file an amended complaint to add or supplement factual allegations concerning the summary judgment ruling in the action, Lemon Bay, LLP v. American Mining-Corporation, et al., Civil Action No. 961- N. On April 1, 2011, the plaintiffs' motion was granted. The defendants believe that these lawsuits are without merit and are vigorously defending against the actions. Southern Copper Corporation -- http://www.southernperu.com/-- is a copper mining company with principal operations in Peru and Mexico. The Company also has an active ongoing exploration program in Chile and in 2011, it has started exploration activities in Argentina. In addition to copper, the Company produces significant amounts of other metals, either as a by-product of the copper process or in a number of dedicated mining facilities in Mexico. SOUTHWEST AIR: Sued for Illegally Collecting Taxes on Tickets ------------------------------------------------------------- Courthouse News Service reports that a state class action claims Southwest Airlines illegally collected federal taxes on tickets during the recent congressional fiasco over Federal Aviation Administration funding. A copy of the Complaint in Flecher v. Southwest Airlines Co., Case No. L-1334-11 (N.J. Super. Ct., Gloucester Cty.), is available at: http://www.courthousenews.com/2011/08/11/SWAir.pdf The Plaintiff is represented by: Lewis G. Adler, Esq. 26 Newton Avenue Woodbury, NJ 08096 Telephone: (856) 846-1968 SPIRIT AEROSYSTEMS: Continues to Defend Age Discrimination Suit --------------------------------------------------------------- Spirit AeroSystems Holdings, Inc.'s subsidiary continues to defend itself from a lawsuit alleging age discrimination, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. In December 2005, a lawsuit was filed against the Company's subsidiary, Spirit AeroSystems, Inc., Onex Corporation, and The Boeing Company alleging age discrimination in the hiring of employees by Spirit when Boeing sold its Wichita commercial division to Onex. The complaint was filed in U.S. District Court in Wichita, Kansas and seeks class-action status, an unspecified amount of compensatory damages and more than $1.5 billion in punitive damages. The asset purchase agreement from the Boeing Acquisition requires Spirit to indemnify Boeing for damages resulting from the employment decisions that were made by the Company with respect to former employees of Boeing Wichita, which relate or allegedly relate to the involvement of, or consultation with, employees of Boeing in such employment decisions. On June 30, 2010, the U.S. District Court granted defendants' dispositive motions, finding that the case should not be allowed to proceed as a class action. On July 11, 2011, the District Court granted a request to allow plaintiffs to appeal several of the District Court's previous rulings to the Tenth Circuit Court of Appeals, which could reverse the District's Court's June 30, 2010 ruling. The Company intends to continue to vigorously defend itself in this matter. Management believes the resolution of this matter will not materially affect the Company's financial position, results of operations or liquidity. SPIRIT AEROSYSTEMS: Continues to Defend ERISA Class Suit in Kansas ------------------------------------------------------------------ Spirit AeroSystems Holdings, Inc., continues to defend itself against a class action lawsuit alleging violations of the Employee Retirement Income Security Act, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. On February 16, 2007, an action entitled Harkness et al. v. The Boeing Company et al. was filed in the U.S. District Court for the District of Kansas. The defendants were served in early July 2007. The defendants include Spirit AeroSystems Holdings, Inc., Spirit AeroSystems, Inc., the Spirit AeroSystems Holdings Inc. Retirement Plan for the International Brotherhood of Electrical Workers (IBEW), Wichita Engineering Unit (SPEEA WEU) and Wichita Technical and Professional Unit (SPEEA WTPU) Employees, and the Spirit AeroSystems Retirement Plan for International Association of Machinists and Aerospace Workers (IAM) Employees, along with Boeing and Boeing retirement and health plan entities. The named plaintiffs are twelve former Boeing employees, eight of whom were or are employees of Spirit. The plaintiffs assert several claims under the Employee Retirement Income Security Act and general contract law and brought the case as a class action on behalf of similarly situated individuals. The putative class consists of approximately 2,500 current or former employees of Spirit. The parties agreed to class certification and are currently in the discovery process. The sub-class members who have asserted claims against the Spirit entities are those individuals who, as of June 2005, were employed by Boeing in Wichita, Kansas, were participants in the Boeing pension plan, had at least 10 years of vesting service in the Boeing plan, were in jobs represented by a union, were between the ages of 49 and 55, and who went to work for Spirit on or about June 17, 2005. Although there are many claims in the suit, the plaintiffs' claims against the Spirit entities, asserted under various theories, are (1) that the Spirit plans wrongfully failed to determine that certain plaintiffs are entitled to early retirement "bridging rights" to pension and retiree medical benefits that were allegedly triggered by their separation from employment by Boeing and (2) that the plaintiffs' pension benefits were unlawfully transferred from Boeing to Spirit in that their claimed early retirement "bridging rights" are not being afforded these individuals as a result of their separation from Boeing, thereby decreasing their benefits. The plaintiffs seek a declaration that they are entitled to the early retirement pension benefits and retiree medical benefits, an injunction ordering that the defendants provide the benefits, damages pursuant to breach of contract claims and attorney fees. Boeing has notified Spirit that it believes it is entitled to indemnification from Spirit for any "indemnifiable damages" it may incur in the Harkness litigation, under the terms of the asset purchase agreement from the Boeing Acquisition between Boeing and Spirit. Spirit disputes Boeing's position on indemnity. Management believes the resolution of this matter will not materially affect the Company's financial position, results of operations or liquidity. STATE STREET: Continues to Defend "Deceptive Practice" Suit ----------------------------------------------------------- State Street Corporation continues to defend itself from a putative class action alleging that the rates at which its subsidiary bank executed foreign currency trades constituted an unfair and deceptive act, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. Two clients have commenced litigation against the Company, including a putative class action filed in February 2011 in federal court in Boston that seeks unspecified damages, including treble damages, on behalf of all custodial clients that executed foreign exchange transactions through State Street. The putative class action alleges, among other things, that the rates at which State Street executed foreign currency trades constituted an unfair and deceptive practice and a breach of the duty of loyalty. State Street Corporation is the parent company of State Street Bank and Trust Company, or State Street Bank. STATE STREET: Continues to Defend Shareholder-Related Suits ----------------------------------------------------------- State Street Corporation continues to defend itself in three shareholder-related class action lawsuits before a federal court in Massachusetts, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. Three shareholder-related class action complaints are currently pending in federal court in Boston. One complaint purports to be brought on behalf of State Street shareholders. The two other complaints purport to be brought on behalf of participants and beneficiaries in the State Street Salary Savings Program who invested in the program's State Street common stock investment option. The complaints variously allege violations of the federal securities laws and ERISA in connection with the Company's foreign exchange trading business, its investment securities portfolio and its asset-backed commercial paper conduit program. State Street Corporation is the parent company of State Street Bank and Trust Company, or State Street Bank. SUN HEALTHCARE: Unit Awaits Court Okay of Class Suit Settlement --------------------------------------------------------------- In September 2010, a lawsuit was filed by a former employee of a subsidiary of Sun Healthcare Group, Inc.'S medical staffing company, alleging violation of various wage and hour provisions of the California Labor Code. The Company denies all of the allegations in the employee's complaint. The lawsuit, which was filed as a purported class action on behalf of the former employee and all those similarly situated, has been settled. The terms of the settlement are confidential pending court approval. The Company believes its reserves are adequate for this matter. No further updates were reported in Sun Healthcare's August 4, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. TEXAS ROADHOUSE: Continues to Defend "Crenshaw" Suit in Mass. ------------------------------------------------------------- Texas Roadhouse, Inc., continues to defend itself against a class action lawsuit pending in Massachusetts over pooled tips, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 28, 2011. On January 19, 2011, a civil case styled as a class action complaint titled Jenna Crenshaw, Andrew Brickley, et al, and all others similarly situated v. Texas Roadhouse, Inc., Texas Roadhouse Holdings, LLC, Texas Roadhouse of Everett, LLC and Texas Roadhouse Management Corp., d/b/a Texas Roadhouse ("Crenshaw"), Superior Court Civil Action Number 11-0157, was filed against the Company in Middlesex County, Massachusetts. The complaint was subsequently amended to add additional plaintiffs, all of whom have alleged a failure to comply with Massachusetts labor laws, specifically that the Company improperly shared pooled tips with ineligible employees. The complaint alleges violations in all of the Company's restaurants in Massachusetts. Currently, the Company operates nine restaurants in the state. The Company has removed the case to federal court, filed an answer denying all material allegations and are in the early phases of discovery. TRANSATLANTIC HOLDINGS: Continues to Defend Merger-Related Suits ---------------------------------------------------------------- Transatlantic Holdings, Inc., continues to defend itself against class action lawsuits pending in New York and Delaware challenging its proposed merger with Allied World Assurance Company Holdings, AG, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. On June 12, 2011, Allied World Assurance Company Holdings, AG, and the Company agreed to a "merger of equals" business combination of the two companies pursuant to the terms of an Agreement and Plan of Merger, dated as of June 12, 2011, between Allied World, the Company and GO Sub, LLC, a wholly-owned subsidiary of Allied World. Pursuant to the terms of the Allied World Merger Agreement, GO Sub, LLC will merge with and into the Company (the "Merger"), with the Company surviving as a wholly-owned subsidiary of Allied World. Upon completion of the Merger, Allied World will be the parent company of the Company and Allied World's name will be changed to "TransAllied Group Holdings, AG." Pursuant to the terms and conditions of the Allied World Merger Agreement, stockholders of the Company will be entitled to receive 0.88 common shares of Allied World for each share of the Company's common stock (and cash in lieu of any fractional shares) (the "Exchange Ratio"). In connection with the Merger, five putative stockholder class action lawsuits have been filed against the Company and the members of the Company's Board of Directors (the "Board") challenging the Merger. Each lawsuit names the Company, the members of the Board, and Allied World as defendants. Four of the lawsuits also name the Allied World subsidiary, GO Sub, LLC, as a defendant, and one of the lawsuits names a former director of the Company as a defendant. Each of the lawsuits asserts that the members of the Board breached a fiduciary duty in connection with the approval of the Merger and that Allied World and its subsidiaries aided and abetted the alleged breaches of a fiduciary duty. One lawsuit also alleges that the Company aided and abetted its directors' alleged breach of a fiduciary duty. The lawsuits seek to enjoin the Merger, among other relief. On June 29, 2011, defendants moved to dismiss or stay the three New York actions in favor of the virtually identical proceedings pending in the Delaware Court of Chancery. On July 25, 2011, the plaintiffs in the three New York actions moved to consolidate those actions into a single action. The court has not ruled on either of these motions. On July 21, 2011, Vice Chancellor Parsons of the Court of Chancery of the State of Delaware entered an order consolidating the two Delaware actions. Under that order, the Delaware plaintiffs filed a consolidated amended complaint on August 1, 2011. Additionally, on August 1, 2011, the Delaware plaintiffs filed a motion to expedite proceedings and a motion for a preliminary injunction, both of which the Company intends to oppose at the appropriate time. The Company and the Board believe these lawsuits are without merit and intend to defend against them vigorously. TYSON FOODS: Remains a Defendant in "Thompson" Suit --------------------------------------------------- On October 23, 2001, a putative class action lawsuit styled R. Lynn Thompson, et al. vs. Tyson Foods, Inc., was filed in the District Court for Mayes County, Oklahoma by three property owners on behalf of all owners of lakefront property on Grand Lake O' the Cherokees. Simmons Foods, Inc. and Peterson Farms, Inc. also are defendants. The plaintiffs allege the defendants' operations diminished the water quality in the lake thereby interfering with the plaintiffs' use and enjoyment of their properties. The plaintiffs sought injunctive relief and an unspecified amount of compensatory damages, punitive damages, attorneys' fees and costs. While the District Court certified a class, on October 4, 2005, the Court of Civil Appeals of the State of Oklahoma reversed, holding the plaintiffs' claims were not suitable for disposition as a class action. This decision was upheld by the Oklahoma Supreme Court and the case was remanded to the District Court with instructions that the matter proceed only on behalf of the three named plaintiffs. Plaintiffs seek injunctive relief, restitution and compensatory and punitive damages in an unspecified amount in excess of $10,000. The Company and the other defendants have denied liability and asserted various defenses. The defendants have requested a trial date, but the court has not yet scheduled the matter for trial. No further updates were reported in the Company's August 8, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended July 2, 2011. Tyson Foods, Inc. -- http://www.tyson.com/-- is a meat protein company and a food production company with one of the most recognized brand names in the food industry. The Company produces, distributes and markets chicken, beef, pork, prepared foods and related allied products. TYSON FOODS: FLSA MDL Parties Continue to Work on Remaining Suits ----------------------------------------------------------------- Parties to the consolidated lawsuit, In re Tyson Foods, Inc., Fair Labor Standards Act Litigation (MDL Proceedings), continue to work to negotiate settlement in the remaining lawsuits, according to Tyson Foods' August 8, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended July 2, 2011. Several private lawsuits are pending against Tyson Foods, Inc., alleging that the Company failed to compensate poultry plant employees for all hours worked, including overtime compensation, in violation of the Federal Labor Standards Act (FLSA). These lawsuits include DeAsencio v. Tyson Foods, Inc., filed on August 22, 2000, in the U.S. District Court for the Eastern District of Pennsylvania. This matter involves similar allegations that employees should be paid for the time it takes to engage in pre- and post-shift activities such as changing into and out of protective and sanitary clothing, obtaining clothing and walking to and from the changing area, work areas and break areas. They seek back wages, liquidated damages, pre- and post-judgment interest, and attorneys' fees. Plaintiffs appealed a jury verdict and final judgment entered in the Company's favor on June 22, 2006, in the U.S. District Court for the Eastern District of Pennsylvania. On September 7, 2007, the U.S. Court of Appeals for the Third Circuit reversed the jury verdict and remanded the case to the District Court for further proceedings. The Company sought rehearing en banc, which was denied by the Court of Appeals on October 5, 2007. The United States Supreme Court denied the Company's petition for a writ of certiorari on June 9, 2008. The new trial date has not been set. The other private lawsuits referred to are Sheila Ackles, et al. v. Tyson Foods, Inc. (N. Dist. Alabama, October 23, 2006); McCluster, et al. v. Tyson Foods, Inc. (M. Dist. Georgia, December 11, 2006); Dobbins, et al. v. Tyson Chicken, Inc., et al. (N.D. Alabama, December 21, 2006); Buchanan, et al. v. Tyson Chicken, Inc., et al. and Potter, et al. v. Tyson Chicken, Inc., et al. (N.D. Alabama, December 22, 2006); Jones, et al. v. Tyson Foods, Inc., et al., Walton, et al. v. Tyson Foods, Inc., et al. and Williams, et al. v. Tyson Foods, Inc., et al. (S.D. Mississippi, February 9, 2007); Balch, et al. v. Tyson Foods, Inc. (E.D. Oklahoma, March 1, 2007); Adams, et al. v. Tyson Foods, Inc. (W.D. Arkansas, March 2, 2007); Atkins, et al. v. Tyson Foods, Inc. (M.D. Georgia, March 5, 2007); Laney, et al. v. Tyson Foods, Inc. and Williams, et al. v. Tyson Foods, Inc. (M.D. Georgia, May 23, 2007) (the Williams Case). Similar to DeAsencio, each of these matters involves allegations that employees should be paid for the time it takes to engage in pre- and post-shift activities such as changing into and out of protective and sanitary clothing, obtaining clothing and walking to and from the changing area, work areas and break areas. The plaintiffs in each of these lawsuits seek or have sought to act as class representatives on behalf of all current and former employees who were allegedly not paid for time worked and seek back wages, liquidated damages, pre- and post-judgment interest, and attorneys' fees. On April 6, 2007, the Company filed a motion for transfer of the actions for coordinated pretrial proceedings before the Judicial Panel on Multidistrict Litigation, which was granted on August 17, 2007. These cases and five other cases subsequently filed involving the same allegations, Armstrong, et al. v. Tyson Foods, Inc. (W.D. Tennessee, January 30, 2008); Maldonado, et al. v. Tyson Foods, Inc. (E.D. Tennessee, January 31, 2008); White, et al. v. Tyson Foods, Inc. (E.D. Texas, February 1, 2008); Meyer, et al. v. Tyson Foods, Inc. (W.D. Missouri, February 2, 2008); and Leak, et al. v. Tyson Foods, Inc. (W.D. North Carolina, February 6, 2008), were transferred to the U.S. District Court in the Middle District of Georgia, In re: Tyson Foods, Inc., Fair Labor Standards Act Litigation (MDL Proceedings). On January 2, 2008, the Court issued a Joint Scheduling and Case Management Order. The order granted Conditional Class Certification and called for notice to be given to potential putative class members via a third party administrator. The potential class members had until April 18, 2008, to "opt in" to the class. Approximately 13,800 employees and former employees filed their consents to "opt-in" to the class. On October 15, 2008, the Court denied the plaintiffs' motion for equitable tolling, which, if granted, would have extended the time period in which the plaintiffs could have sought damages. However, in addition to the consents already obtained, the Court allowed the plaintiffs to obtain corrected and reaffirmed opt-in consents that were previously filed in the matter of M.H. Fox, et al. v. Tyson Foods, Inc. (N.D. Alabama, June 22, 1999). The deadline for filing these consents was December 31, 2008, and according to the third party administrator, approximately 4,000 reaffirmed consents were filed, some or all of which may be in addition to the approximately 13,800 consents filed previously. The parties have completed discovery at eight of the Company's facilities and the Company's corporate headquarters in Springdale, Arkansas. In July 2009, the Company filed class decertification motions for the eight facilities involved in discovery. The Company also filed Motions for Partial Summary Judgment for these eight facilities. Oral arguments for these motions occurred on February 3, 2010, and, on March 16, 2010, the Court granted partial summary judgment with respect to two unionized facilities and denied the remaining motions. The Court concluded that the activities at these two facilities met the definition of "clothes changing" under Section 203(o) of the FLSA and that the time engaged in pre- and post-shift donning and doffing is not compensable. The Court did not rule on whether Section 203(o) activity could begin the continuous work day, thereby making all walking, sanitizing and washing time after that activity compensable. The Company then filed a motion for certification of a permissive appeal on whether Section 203(o) activity can start the continuous workday and whether washing required clothing items is covered by Section 203(o). On April 23, 2010, the Court granted the Company permission to appeal these issues to the Eleventh Circuit Court of Appeals. The Court also retained jurisdiction with respect to the eight facilities while staying proceedings with respect to seven. It then scheduled trial in the Williams Case for October 12, 2010. On April 16, 2010, the Court lifted a previously entered stay of discovery with respect to the Company's remaining 32 facilities subject to the MDL Proceedings and ordered the parties to meet, confer, and report to the Court any discovery agreements and disputed issues within 45 days. On June 7, 2010, the Court issued a scheduling order which set the close of discovery for the remaining 32 facilities for May 31, 2012. On September 22, 2010, the Court granted the parties' joint motion to stay further proceedings in the MDL Proceedings, including the trial in the Williams case, in order to allow the parties an opportunity to explore settlement. The plaintiffs subsequently filed a motion to lift the stay, and the Court granted this motion on November 15, 2010. The parties have reached a settlement agreement for the back pay liability (exclusive of attorneys' fees) in the Williams case, which was set for trial on February 14, 2011. On January 21, 2011, the parties notified the court of their intention to file a motion for approval of the settlement agreement and a motion to file the agreement under seal. As part of the settlement, the parties also agreed to stay further MDL proceedings to allow the parties to continue to explore settlement of the remaining lawsuits. On July 29, 2011, the parties advised the court they would like the stay to remain in place as they continue to work on and make progress toward settlement of the remaining lawsuits. Tyson Foods, Inc. -- http://www.tyson.com/-- is a meat protein company and a food production company with one of the most recognized brand names in the food industry. The Company produces, distributes and markets chicken, beef, pork, prepared foods and related allied products. TYSON FOODS: Awaits Ruling on Motion to Certify "Weissman" Lawsuit ------------------------------------------------------------------ Tyson Foods, Inc., continues to await a ruling on a motion to certify a wage and hour class action complaint in Wisconsin, according to the Company's August 8, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended July 2, 2011. The Company has a pending one wage and hour action involving its Tyson Prepared Foods plant located in Jefferson, Wisconsin (Weissman, et al. v. Tyson Prepared Foods, Inc., Jefferson County (Wisconsin) Circuit Court, October 20, 2010). The plaintiffs allege that employees should be paid for the time it takes to engage in pre- and post-shift activities such as changing into and out of protective and sanitary clothing and the associated time it takes to walk to and from their workstations post-donning and pre- doffing of protective and sanitary clothing. Six named plaintiffs seek to act as state law class representatives on behalf of all current and former employees who were allegedly not paid for time worked and seek back wages, liquidated damages, pre- and post- judgment interest, and attorneys? fees and costs. On May 16, 2011, Plaintiffs filed a motion to certify a state law class of all hourly employees who have worked at the Jefferson plant from October 20, 2008, to the present. Tyson Foods, Inc. -- http://www.tyson.com/-- is a meat protein company and a food production company with one of the most recognized brand names in the food industry. The Company produces, distributes and markets chicken, beef, pork, prepared foods and related allied products. VALHI INC: Appeals in Lead Pigment Litigation Still Pending ----------------------------------------------------------- Appeals from dismissal or summary judgment rulings in purported class actions against lead pigmentation manufacturers, including Valhi, Inc. are still pending, according to the Company's August 4, 2011 Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. The Company's subsidiary NL Industries, Inc.'s former operations included the manufacture of lead pigments for use in paint and lead-based paint. NL, other former manufacturers of lead pigments for use in paint and lead-based paint, and the Lead Industries Association, which discontinued business operations in 2002, have been named as defendants in various legal proceedings seeking damages for personal injury, property damage and governmental expenditures allegedly caused by the use of lead-based paints. Certain of these actions have been filed by or on behalf of states, counties, cities or their public housing authorities and school districts, and certain others have been asserted as class actions. These lawsuits seek recovery under a variety of theories, including public and private nuisance, negligent product design, negligent failure to warn, strict liability, breach of warranty, conspiracy/concert of action, aiding and abetting, enterprise liability, market share or risk contribution liability, intentional tort, fraud and misrepresentation, violations of state consumer protection statutes, supplier negligence and similar claims. The plaintiffs in these actions generally seek to impose on the defendants responsibility for lead paint abatement and health concerns associated with the use of lead-based paints, including damages for personal injury, contribution and/or indemnification for medical expenses, medical monitoring expenses and costs for educational programs. To the extent the plaintiffs seek compensatory or punitive damages in these actions, such damages are generally unspecified. In some cases, the damages are unspecified pursuant to the requirements of applicable state law. A number of cases are inactive or have been dismissed or withdrawn. Most of the remaining cases are in various pre-trial stages. Some are on appeal following dismissal or summary judgment rulings in favor of either the defendants or the plaintiffs. In addition, various other cases in which the Company is not a defendant are pending that seek recovery for injury allegedly caused by lead pigment and lead-based paint. Although NL is not a defendant in these other cases, the outcome of these cases may have an impact on cases that might be filed against NL in the future. The Company believes that these actions are without merit, and it intends to continue to deny all allegations of wrongdoing and liability and to defend against all actions vigorously. The Company does not believe it is probable that it has incurred any liability with respect to all of the lead pigment litigation cases to which it is a party, and liability to it that may result, if any, in this regard cannot be reasonably estimated, because: -- NL has never settled any of the market share, risk contribution, intentional tort, fraud, nuisance, supplier negligence, breach of warranty, conspiracy, misrepresentation, aiding and abetting, enterprise liability, or statutory cases, -- no final, non-appealable adverse verdicts have ever been entered against NL, and -- NL has never ultimately been found liable with respect to any such litigation matters. Accordingly, the Company has not accrued any amounts for any of the pending lead pigment and lead-based paint litigation cases. New cases may continue to be filed against the Company. The Company cannot assure that it will not incur liability in the future in respect of any of the pending or possible litigation in view of the inherent uncertainties involved in court and jury rulings. The resolution of any of these cases could result in recognition of a loss contingency accrual that could have a material adverse impact on our net income for the interim or annual period during which such liability is recognized and a material adverse impact on the Company's consolidated financial condition and liquidity. Valhi, Inc. is a holding company and operates through its wholly- owned and majority-owned subsidiaries, including NL Industries, Inc., Kronos Worldwide, Inc., CompX International Inc., Tremont LLC and Waste Control Specialists LLC. VENTAS INC: Continues to Defend NHP-Related Suits in Calif. & Md. ----------------------------------------------------------------- Ventas, Inc., continues to defend itself against a number of lawsuits pending in California and Maryland over its acquisition of Nationwide Health Properties, Inc., according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. In the weeks following the announcement of the Company's acquisition of Nationwide Health Properties, Inc. ("NHP") on February 28, 2011, purported stockholders of NHP filed seven lawsuits against NHP and its directors. Six of these lawsuits also named Ventas, Inc. as a defendant and five named the Company's subsidiary, Needles Acquisition LLC, as a defendant. The purported stockholder plaintiffs commenced these actions in two jurisdictions: the Superior Court of the State of California, Orange County (the "California State Court"); and the Circuit Court for Baltimore City, Maryland (the "Maryland State Court"). All of these actions were brought as putative class actions, and two also purport to assert derivative claims on behalf of NHP. All of these stockholder complaints allege that NHP's directors breached certain alleged duties to NHP's stockholders by approving the merger agreement with the Company, and certain complaints allege that NHP aided and abetted those breaches. Those complaints that name Ventas, Inc. and Needles Acquisition LLC allege that the Company aided and abetted the purported breaches of certain alleged duties by NHP's directors. All of the complaints request an injunction of the merger. Certain of the complaints also seek damages. In the California State Court, the following actions were filed purportedly on behalf of NHP stockholders: on February 28, 2011, a putative class action entitled Palma v. Nationwide Health Properties, Inc., et al.; on March 3, 2011, a putative class action entitled Barker v. Nationwide Health Properties, Inc., et al.; and on March 3, 2011, a putative class action entitled Davis v. Nationwide Health Properties, Inc., et al., which was subsequently amended on March 11, 2011, under the caption Davids v. Nationwide Health Properties, Inc., et al. Each action names NHP and members of the NHP board of directors as defendants. The Barker and Davids actions also name Ventas, Inc. as a defendant, and the Davids action names Needles Acquisition LLC as a defendant. Each complaint alleges, among other things, that NHP's directors breached certain alleged duties by approving the merger agreement between the Company and NHP because the proposed transaction purportedly fails to maximize stockholder value and provides the directors personal benefits not shared by NHP stockholders, and the Barker and Davids actions allege that the Company aided and abetted those purported breaches. Along with other relief, the complaints seek an injunction against the closing of the proposed merger. On April 4, 2011, the defendants demurred and moved to stay the Palma, Barker, and Davids actions in favor of the parallel litigation in the Maryland State Court. On April 27, 2011, all three actions were consolidated pursuant to a Stipulation and Proposed Order on Consolidation of Related Actions signed by the parties on March 22, 2011. On May 12, 2011, the California State Court granted the defendants' motion to stay. In the Maryland State Court, the following actions were filed purportedly on behalf of NHP stockholders: on March 7, 2011, a putative class action entitled Crowley v. Nationwide Health Properties, Inc., et al.; on March 10, 2011, a putative class action entitled Taylor v. Nationwide Health Properties, Inc., et. al.; on March 17, 2011, a putative class action entitled Haughey Family Trust v. Pasquale, et al.; and on March 31, 2011, a putative class action entitled Rappoport v. Pasquale, et al. All four actions name NHP, its directors, Ventas, Inc. and Needles Acquisition LLC as defendants. All four actions allege, among other things, that NHP's directors breached certain alleged duties by approving the merger agreement between the Company and NHP because the proposed transaction purportedly fails to maximize stockholder value and provides certain directors personal benefits not shared by NHP stockholders and that the Company aided and abetted those purported breaches. In addition to asserting direct claims on behalf of a putative class of NHP shareholders, the Haughey and Rappoport actions purport to bring derivative claims on behalf of NHP, asserting breaches of certain alleged duties by NHP's directors in connection with their approval of the proposed transaction. All four actions seek to enjoin the proposed merger, and the Taylor action seeks damages. On March 30, 2011, pursuant to stipulation of the parties, the Maryland State Court entered an order consolidating the Crowley, Taylor and Haughey actions. The Rappoport action was consolidated with the other actions on April 15, 2011. On April 1, 2011, pursuant to stipulation of the parties, the Maryland State Court entered an order: (i) certifying a class of NHP shareholders; and (ii) providing for the plaintiffs to file a consolidated amended complaint. The plaintiffs filed a consolidated amended complaint on April 19, 2011, which the defendants moved to dismiss on April 29, 2011. Plaintiffs opposed that motion on May 9, 2011. Plaintiffs moved for expedited discovery on April 19, 2011, and the defendants simultaneously opposed that motion and moved for a protective order staying discovery on April 26, 2011. The Maryland State Court denied plaintiffs' motion for expedited discovery and granted defendants' motion for a protective order on May 3, 2011. On May 6, 2011, plaintiffs moved for reconsideration of the Maryland State Court's grant of the protective order. The Maryland State Court denied the plaintiffs' motion for reconsideration on May 11, 2011. On May 27, 2011, the Maryland State Court entered an order dismissing the consolidated action with prejudice. Plaintiffs moved for reconsideration of that order on June 6, 2011. On June 9, 2011, the Company and NHP agreed on a settlement in principle with the plaintiffs in the consolidated action pending in Maryland State Court, which required the Company and NHP to make certain supplemental disclosures to stockholders concerning the merger. The Company and NHP made the supplemental disclosures on June 10, 2011. The settlement is subject to appropriate documentation by the parties and approval by the Maryland State Court. The Company believes that each of these actions is without merit. VERIZON CALIFORNIA: Accused of Defrauding Phone Customers --------------------------------------------------------- David Wolk and Barbara Wolk, individually and on behalf of a class of similarly situated individuals v. Verizon California, Inc., a California corporation, Enhanced Services Billing Inc., a Texas corporation, and Does 1-10, inclusive, Case No. 4:11-cv-03916 (N.D. Calif., August 10, 2011) alleges that the Defendants charge telephone subscribers for unauthorized products and services. Verizon conspires with a billing "aggregator" to charge for "premium content" that customers did not order and don't want, irate subscribers say in the class action, Nick McCann at Courthouse News Service reports. Verizon knows it's a scam but won't stop it because it's profitable, the class adds. The Wolks say the Defendants have no system to verify whether customers actually bought "premium content" for their mobile and landline phones. "Premium content ranges from web hosting products, to diet monitoring services, to e-mail accounts and to office supplies," the complaint states. The content providers do not directly bill phone subscribers, but partner with billing processers such as Enhanced Service Billing. The complaint cites a government investigation of "content provider" Snackable Media, which found that "over 90% of its charges to landline telephone accounts were unauthorized by the billed party." "Defendants' methods for determining authorization continue to be highly problematic as they contract on behalf of themselves and affiliated companies with marketers who frequently depend on little more than information readily available through the public domain, such as one's name and telephone number," the complaint states. The class claims that content providers can bill anyone they like for any service they please: all the biller needs is their phone number. "Premium content providers frequently are required only to provide to an aggregator such as ESBI a landline telephone number and an amount to charge," the complaint states. "Next, the aggregator simply relays that information to the carrier, such as Verizon, to place a charge on the telephone bill associated with that number." When consumers complain, Verizon and its cohorts use "a 'charge first, refund later, if at all' approach to their business," the class says. Beginning in 2009, the Wolks' telephone account was charged by Defendants for unwanted and unauthorized premium content services, and the Defendants have yet to provide a full refund of those charges, which consist of the premium content charges, taxes, back interest, lost time, and attorneys' fees, the lawsuit says. The Plaintiffs also accuse the Defendants of failing to implement adequate procedures to ensure that those unauthorized charges would not appear in future billing periods. The Wolks say that Verizon and its affiliated companies know about the unauthorized billing, and have the ability to stop it. But "they have purposefully maintained a system without any checks or safeguards because it is a source of significant profit to them." The Wolks seek restitution and treble damages for racketeering, tortious interference with contract, unjust enrichment and other charges. The Plaintiffs are family members and are residents of California. Verizon is a large conglomerate, which, by itself and through its numerous subsidiary corporations, provides telephone services to consumers throughout the nation. ESBI is a billing processor, or "aggregator," for numerous telephonic services provided by numerous third parties and billed to customers through local landline telephone providers, also known as local exchange carriers. Plaintiffs are currently ignorant of the true names and capacities of the Doe Defendants. A copy of the Complaint in Wolk, et al. v. Verizon California, Inc., et al., Case No. 11-cv-03916 (N.D. Calif.), is available at: http://www.courthousenews.com/2011/08/11/VerizonCA.pdf The Plaintiffs are represented by: David C. Parisi, Esq. Suzanne Havens Beckman, Esq. Azita Moradmand, Esq. PARISI & HAVENS LLP 15233 Valleyheart Drive Sherman Oaks, CA 91403 Telephone: (818) 990-1299 Facsimile: (818) 501-7852 E-mail: dcparisi@parisihavens.com shavens@parisihavens.com amoradmand@parisihavens.com - and - Michael J. McMorrow, Esq. John C. Ochoa, Esq. EDELSON MCGUIRE LLC 350 North LaSalle Street, Suite 1300 Chicago, IL 60654 Telephone: (312) 589-6370 Facsimile: (312) 589-5378 E-mail: mjmcmorrow@edelson.com jochoa@edelson.com VIVUS INC: Oct. 5 Hearing Set for Motion to Dismiss "Kovtun" Suit ----------------------------------------------------------------- The hearing on Vivus, Inc.'s motion to dismiss a class action lawsuit pending in California is scheduled for October 5, 2011, according to the Company's August 4, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. The Company and two of its officers are defendants in a putative class action lawsuit captioned Kovtun v. Vivus, Inc., et al., Case No. CV10-4957 PJH, pending in the U.S. District Court, Northern District of California. The action, filed in November 2010, alleges violations of Section 10(b) and 20(a) of the federal Securities Exchange Act of 1934 based on allegedly false or misleading statements made by defendants in connection with the Company's clinical trials and New Drug Application, or NDA, for QNEXA as a treatment for obesity. In his Amended Class Action Complaint filed April 4, 2011, plaintiff alleges generally that defendants misled investors regarding the prospects for QNEXA's NDA approval, and the drug's efficacy and safety. On June 3, 2011, defendants filed a motion to dismiss, which is currently scheduled for hearing on October 5, 2011. Discovery is stayed pending resolution of the motion. WARNER CHILCOTT: Continues to Defend ACTONEL Suits in Canada ------------------------------------------------------------ Warner Chilcott Public Limited Company continues to defend itself against four product liability class actions in Canada, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. The Company is a defendant in approximately 108 cases and a potential defendant with respect to approximately 86 unfiled claims involving a total of approximately 201 plaintiffs and potential plaintiffs relating to the Company's bisphosphonate prescription drug ACTONEL. The claimants allege, among other things, that ACTONEL caused them to suffer osteonecrosis of the jaw ("ONJ"), a rare but serious condition that involves severe loss or destruction of the jawbone, and/or atypical fractures of the femur. All of the cases have been filed in either federal or state courts in the United States. The Company is in the initial stages of discovery in these litigations. The 86 unfiled claims involve potential plaintiffs that have agreed, pursuant to a tolling agreement, to postpone the filing of their claims against the Company in exchange for the Company's agreement to suspend the statutes of limitations relating to their potential claims. In addition, the Company is aware of four purported product liability class actions that were brought against the Company in provincial courts in Canada alleging, among other things, that ACTONEL caused the plaintiffs and the proposed class members who ingested ACTONEL to suffer atypical fractures or other side effects. It is expected that these plaintiffs will seek class certification. The Company is reviewing these lawsuits and potential claims and intends to defend these claims vigorously. WARNER CHILCOTT: Continues to Defend FLSA Suit in Illinois ---------------------------------------------------------- Warner Chilcott Public Limited Company continues to defend itself against a class action lawsuit brought under the Fair Labor Standards Act and the Illinois Minimum Wage Law, according to the Company's August 5, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. In August 2010, an affiliate of the Company was served with a complaint in a class and collective action brought under the Fair Labor Standards Act and the Illinois Minimum Wage Law. The lawsuit was filed in the United States District Court for the Northern District of Illinois by a former pharmaceutical sales representative of defendant, on behalf of herself and other sales representatives. The suit alleges that defendant improperly categorized its pharmaceutical sales representatives as "exempt" rather than "non-exempt" employees and as a result, wrongfully denied them overtime compensation. Plaintiff is seeking damages for unpaid overtime, including back pay, liquidated damages, penalties, interest, and attorneys' fees. Other pharmaceutical companies have been the subject of similar lawsuits. Defendant believes it has meritorious defenses and intends to defend this action vigorously. This case is in the early stages of litigation, and an estimate of the range of potential losses to the Company, if any, relating to these proceedings is not possible at this time. WELLS FARGO: AARP Class Action May Include Past HECM Borrowers -------------------------------------------------------------- Elizabeth Ecker, writing for Reverse Mortgage Daily, reports that AARP's recent class action lawsuit filed against Wells Fargo and Fannie Mae regarding reverse mortgage borrowers and heirs who have been allegedly foreclosed upon without the option to buy back the home for fair market value could include those who got reverse mortgages before HUD initially changed its non-recourse guidance, says AARP counsel. When asked whether the class involved in the lawsuit includes those who were foreclosed on before the HUD guidance regarding its recourse policy for HECMs, AARP counsel said yes, it does. "The lenders had contracts with the borrowers that required that, prior to the initiation of foreclosure, they would be offered the chance to sell the property for 95% of its appraised value prior to initiating foreclosure proceedings," said Jeanne Constantine- Davis, AARP Foundation Senior Attorney in an e-mail to RMD. "When HUD issued Mortgagee Letter 2008-38, the lenders all went along with it, despite their contracts with the borrowers." Today, the HECM contract states clearly that the borrower has the option to sell the property for the lesser of the loan balance or 95% of the appraised value and apply the net proceeds of the sale toward the balance of the mortgage. But Mortgagee Letter 2008-38 set a different policy in December 2008 when it began to require that the 95% option was only available in an arm's-length transaction, excluding the borrowers' heirs. A lawsuit filed earlier this year by AARP against the Department of Housing and Urban Development targeted the recourse policy set forth by that mortgagee letter. The case was dismissed in July after HUD changed its policy in April. "One month after the [earlier] AARP suit was filed, HUD reversed itself, and reinstituted the HUD policy to the fairer practice of not requiring payment that exceeded the updated value of the home," AARP said in a statement. "The new suit alleges that, despite HUD's correction of its rules, the defendants are still failing to give notice to surviving spouses and heirs of their rights to purchase the property for the lower value, and are foreclosing and seeking to evict an heir who is attempting to pay off the current fair market price on an underwater home," said AARP in a statement. Wells Fargo says it intends to defend itself, and notes that the plaintiff in the case had a positive reverse mortgage experience and remained in her home through the end of her life. "Wells Fargo services reverse mortgages in accordance with the guidelines required by HUD, the Department of Housing and Urban Development. In April 2011, HUD changed the rules to allow the heirs of a reverse mortgage property to purchase the home at 95% of the appraised value. When the HUD rules changed, we adopted them including providing notice to the heirs," a Wells Fargo spokeswoman told RMD in an e-mail. She said she could not comment further because the case is in litigation. A summary of the case by the National Reverse Mortgage Lenders Association legal counsel, Weiner Brodsky Sidman Kider, notes that the class in the lawsuit includes those borrowers under HECM loans of Wells Fargo and Fannie Mae, their heirs and/or estates, who were not given the "95% right" and whose homes were sold at foreclosure without the right to purchase the homes for 95% of the then-appraised value. "The suit asks for a declaratory relief that defendants not be permitted to foreclose on such class members unless and until the borrowers (or their heirs or estates) are given the '95% right,' and it alleges breach of contract, and unfair and deceptive acts and practices claims under California law. The suit also requests a jury trial," the summary says. While the suit is still very new, legal counsel writes, lenders and servicers should review their practices with counsel and ensure that they are in compliance with all HUD guidelines in this area, including but not limited to the most recent pronouncements by HUD. XL GROUP: Fairness Hearing Set for September in Suit vs. Unit ------------------------------------------------------------- A final fairness hearing has been set for September 2011 in the consolidated class action lawsuit against XL Group's subsidiary, according to the Company's August 4, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. In August 2005, plaintiffs in a proposed class action (the "Class Action") that was consolidated into a multidistrict litigation in the United States District Court for the District of New Jersey, captioned In re Brokerage Antitrust Litigation, MDL No. 1663, Civil Action No. 04-5184 (the "MDL"), filed a consolidated amended complaint (the "Amended Complaint"), which named as new defendants approximately 30 entities, including Greenwich Insurance Company, Indian Harbor Insurance Company and XL Group Ltd. (formerly, XL Capital Ltd), a Cayman Islands exempted company (the "XL Defendants"). In the MDL, the Class Action plaintiffs asserted various claims purportedly on behalf of a class of commercial insureds against approximately 113 insurance companies and insurance brokers through which the named plaintiffs allegedly purchased insurance. The Amended Complaint alleged that the defendant insurance companies and insurance brokers conspired to manipulate bidding practices for insurance policies in certain insurance lines and failed to disclose certain commission arrangements and asserted statutory claims under the Sherman Act, various state antitrust laws and the Racketeer Influenced and Corrupt Organizations Act ("RICO"), as well as common law claims alleging breach of fiduciary duty, aiding and abetting a breach of fiduciary duty and unjust enrichment. By Opinion and Order dated August 31, 2007, the District Court dismissed the Sherman Act claims with prejudice and, by Opinion and Order dated September 28, 2007, the District Court dismissed the RICO claims with prejudice. The plaintiffs then appealed both Orders to the U.S. Court of Appeals for the Third Circuit. On August 16, 2010, the Third Circuit affirmed in large part the District Court's dismissal. The Third Circuit reversed the dismissal of certain Sherman Act and RICO claims alleged against several defendants including the XL Defendants but remanded those claims to the District Court for further consideration of their adequacy. In light of its reversal and remand of certain of the federal claims, the Third Circuit also reversed the District Court's dismissal (based on the District Court's declining to exercise supplemental jurisdiction) of the state-law claims against all defendants. On October 1, 2010, the remaining defendants, including the XL Defendants, filed motions to dismiss the remanded federal claims and the state-law claims. The motions were fully briefed in November 2010. In May 2011, a majority of the remaining defendants, including the XL Defendants, executed a formal Settlement Agreement settling the Class Action with prejudice. The settlement was preliminarily approved by the District Court in June 2011 and a final fairness hearing is scheduled for September 2011.The XL Defendants' portion of the defendants' aggregate settlement payment is $6.75 million. Various XL entities have been named as defendants in three of the many tag-along actions that have been consolidated into the MDL for pretrial purposes. The complaints in these tag-along actions make allegations similar to those made in the Amended Complaint but do not purport to be class actions. On April 4, 2006, a tag- along complaint was filed in the U.S. District Court for the Northern District of Georgia on behalf of New Cingular Wireless Headquarters LLC and several other corporations and remains pending against approximately 100 defendants, including Greenwich Insurance Company, XL Specialty Insurance Company, XL Insurance America, Inc., XL Insurance Company Limited and XL-Cayman. On or about May 21, 2007, a tag-along complaint was filed in the U.S. District Court for the District of New Jersey on behalf of Henley Management Company, Big Bear Properties, Inc., Northbrook Properties, Inc., RCK Properties, Inc., Kitchens, Inc., Aberfeldy LP and Payroll and Insurance Group, Inc. against multiple defendants, including "XL Winterthur International." On October 12, 2007, a complaint in a third tag-along action was filed in the U.S. District Court for the Northern District of Georgia by Sears, Roebuck & Co., Sears Holdings Corporation, Kmart Corporation and Lands' End Inc. against many named defendants including X.L. America, Inc., XL Insurance America, Inc., XL Specialty Insurance Company and XL Insurance (Bermuda) Ltd. The tag-along actions, including the three in which the XL entities are named defendants, remain stayed. By Order dated June 20, 2011, the District Court reassigned the Class Action and the various tag-along actions from Chief Judge Brown to newly-appointed Judge Claire Cecchi. YAHOO! INC: Appeals in Consolidated Suit vs. Unit Still Pending --------------------------------------------------------------- Appeals from the final approval of a global settlement in the securities class action lawsuits against Overture Services Inc. remain pending, according to Yahoo! Inc.'s August 8, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. On July 12, 2001, the first of several purported securities class action lawsuits was filed in the U.S. District Court for the Southern District of New York against certain underwriters involved in Yahoo! Inc.'s subsidiary, Overture Services Inc.'s initial public offering, Overture, and certain of Overture's former officers and directors. The court consolidated the cases against Overture. Plaintiffs allege, among other things, violations of the Securities Act of 1933 and the Securities Exchange Act of 1934 involving undisclosed compensation to the underwriters, and improper practices by the underwriters, and seek unspecified damages. Similar complaints were filed in the same court against numerous public companies that conducted IPOs of their common stock since the mid-1990s. All of these lawsuits were consolidated. On October 5, 2009, the court granted class certification and granted final approval of a stipulated global settlement and plan of allocation. On October 6, 2010, various individuals objecting to the settlement filed opening appeal briefs with the U.S. Court of Appeals for the Second Circuit, and in early February 2011 Yahoo! and other appellees filed reply briefs in support of the settlement. Based on current knowledge, the Company does not believe that the aggregate amount of liability that is reasonably possible with respect to the legal proceedings or claims would have a material adverse effect on its financial position, results of operations, or cash flows. In the event of a determination adverse to Yahoo!, its subsidiaries, directors, or officers in these matters, however, the Company may incur substantial monetary liability, and be required to change its business practices. Either of these could have a material adverse effect on the Company's financial position, results of operations, or cash flows. The Company may also incur substantial expenses in defending against these claims. Yahoo! Inc. -- http://info.yahoo.com/-- together with its consolidated subsidiaries, is a premier digital media company that delivers personalized digital content and experiences, across devices and around the globe, to vast audiences. The Company provides engaging and innovative canvases for advertisers to connect with their target audiences using a unique blend of Science + Art + Scale. Through its proprietary technology and insights, the Company delivers unique content and experiences for its audience and creates powerful opportunities for its advertisers to connect with their target audiences, in context and at scale. YAHOO! INC: Continues to Defend Securities Suit in California ------------------------------------------------------------- Yahoo! Inc. continues to defend itself against a securities class action complaint relating to its equity investment in Alibaba Group Holding Limited, according to the Company's August 8, 2011, Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2011. On June 6, 2011, a purported stockholder class action, Bonato v. Bartz, et al., was filed in the U.S. District Court for the Northern District of California against the Company and certain officers and directors for alleged violations of the Securities Exchange Act of 1934. Plaintiff seeks to represent a class of persons who purchased or otherwise acquired the Company's common stock between April 19, 2011 and May 13, 2011, and alleges that during that class period, defendants issued false or misleading statements regarding the Company's business and financial results and failed to disclose that Alibaba Group transferred ownership of its payments processing subsidiary Alipay.com Co., Ltd., at less than market value. The complaint purports to assert claims for relief for violation of Section 10(b) and 20(a) of the Exchange Act and for violation of Rule 10b-5 thereunder, and seeks unspecified damages, injunctive and equitable relief, fees and costs. Yahoo! Inc. -- http://info.yahoo.com/-- together with its consolidated subsidiaries, is a premier digital media company that delivers personalized digital content and experiences, across devices and around the globe, to vast audiences. The Company provides engaging and innovative canvases for advertisers to connect with their target audiences using a unique blend of Science + Art + Scale. Through its proprietary technology and insights, the Company delivers unique content and experiences for its audience and creates powerful opportunities for its advertisers to connect with their target audiences, in context and at scale. ********* 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, Joy A. Agravante, Julie Anne Lopez, 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 publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The CAR subscription rate is $575 for six months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. * * * End of Transmission * * *