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                C L A S S   A C T I O N   R E P O R T E R

                Monday, November 8, 1999, Vol. 1, No. 194

                                 Headlines

ALLIANCE CAPITAL: Agrees With Unitholders To Settle For Delaware Suit
BAPTIST FOUNDATIION: Bonnett, Fairbourn Files Investors' Suit In Arizona
BASF AG: Says It Will Sell Units To Pay US Vitamins Price-Fixing Fines
CELESTIAL SEASONINGS: Announces Agreement To Settle Colo. Suit Re IPO
CENDANT CORP: NJ Ct Allows Late Proofs Of Claims For Settlement

CHASE MANHATTAN: Updates Inquiries On Predecessor's Paris Br. Re WWII
DUPAGE COUNTY: Appeals Il. Ct. Ruling On Road Construction Fees Refund
HOLOCAUST VICTIMS: Albright Calls For Flexibility In Compensation Talks
HOLOCAUST VICTIMS: Swiss Fund Announces Gifts To Sterilization Victims
LYCOS INC: Terminates Proposed Merger With USA Network; Suits Continue

MICHAEL SHEAHAN: Patch Diff. Over Representation In Strip Search Case
MTBE CONTAMINATION: Maine Statute Bars Claims V. Atlantic Richfield
PACIFICARE: Faces Consumers' Suit In CA: Rumored For Possible Sale
PERVASIVE SOFTWARE: Milberg Weiss Files Securities Suit In Texas
PROSOFTTRAINING COM: Contests MI Suit Over Misrepresentation Of Stock

PROSOFTTRAINING COM: Fights CA Suit Re Fid Breach, Fraud, Unfair Comp.
PROSOFTTRAINING COM: Proposes Settlement For 3 Securities Suits In CA
PROVIDIAN FINANCIAL: Faces Securities Suit In New York
PROVIDIAN FINANCIAL: Reports On Suits Re Sales & Collections Practices
QUALITY DINING: Reports Dismissal of Indiana Class Action Lawsuit

QWEST AFFILIATE: Randy Johnston Files TX Suit Re Slamming Of Consumers
RISCORP INC: Former Chairman May Buy Ruined Co. Facing Securities Suit
THE CITIES: Minn. Ct Denies Class Status For Suit On Bonds Re Housing
UNISYS: Stull, Stull Files Securities Suit In Pennsylvania
UNUMPROVIDENT CORP: Expects Consolidation Of Suits Re Merger In Maine

WAR VICTIMS: WWII Mentally Ill Vets Sue Feds For Interest From Pension

                              *********

ALLIANCE CAPITAL: Agrees With Unitholders To Settle For Delaware Suit
---------------------------------------------------------------------
At a special meeting of unitholders held on September 22, 1999, the
unitholders of Alliance Capital Management Holding L.P., f/k/a Alliance
Capital Management L.P. ("Alliance Holding"), approved both the transfer
of Alliance Holding's business to Alliance Capital Management L.P.,
f/k/a Alliance Capital Management L.P. II, a newly-formed private
limited partnership, in exchange for all units of Alliance Capital (the
"Reorganization") and the amendment and restatement of Alliance
Holding's partnership agreement. In connection with the Reorganization,
Alliance Holding offered to its unitholders the opportunity to exchange
Alliance Holding units for Alliance Capital units on a one-for-one basis
(the "Exchange Offer").

On October 29, 1999, the parties to the litigation brought against
Alliance Holding, Alliance Capital, Alliance Capital Management
Corporation (the "General Partner"), Dave H. Williams, Bruce W. Calvert,
Robert H. Joseph, Jr. and John D. Carifa (together with Alliance
Holding, Alliance Capital and the General Partner, the "Defendants") by
R.S.M. Inc. and Mel Mohr, trustee for the Irene Mohr Revocable Trust
(the "Plaintiffs"), purportedly on behalf of themselves and other
unitholders of Alliance Holding, entered into a memorandum of
understanding (the "Memorandum of Understanding") setting forth the
parties' agreement in principle to the terms of a proposed settlement of
that action.

Pursuant to the Memorandum of Understanding, Defendants agreed, in order
to avoid the burden, expense and distraction of further litigation and
to put to rest all claims arising out of or relating in any way to the
Reorganization, the Exchange Offer or the amendment and restatement of
the Alliance Holding partnership agreement and the Alliance Capital
partnership agreement and to permit the Reorganization, the Exchange
Offer and the amendment and restatement of both the Alliance Holding
partnership agreement and the Alliance Capital partnership agreement to
proceed without risk of injunctive relief, that: (1) Alliance Holding
will amend certain provisions of Sections 6, 7 and 15 of the Alliance
Holding partnership agreement to, among other things, restore the
unanimous vote of partners and unitholders required to continue the
partnership upon certain dissolution events, and Alliance Capital will
amend certain provisions of Sections 6 and 7 of its partnership
agreement to, among other things, permit Alliance Holding's unitholders
the same access and inspection rights with respect to the books and
records of Alliance Capital as such unitholders will have with respect
to the books and records of Alliance Holding; (2) Alliance Holding will
disseminate the notice of the settlement to its unitholders and will pay
any attorneys' fees and expenses the Court of Chancery of the State of
Delaware in and for New Castle County (the "Court") may award; and (3)
Plaintiffs and Defendants will attempt in good faith to execute as soon
as practicable a Stipulation of Settlement of all claims asserted in the
Complaint and all other claims, if any, arising out of or relating in
any way to the Reorganization, the Exchange Offer or the amendment and
restatement of either the Alliance Holding partnership agreement or the
Alliance Capital partnership agreement.

The settlement contemplated in the Memorandum of Understanding is
subject to the consummation of the Reorganization and the Exchange
Offer, the completion by Plaintiffs of appropriate discovery reasonably
satisfactory to Plaintiffs' counsel and final Court approval of the
settlement and dismissal of the action with prejudice and without costs
to any party except as provided below. If the Court approves the
settlement that is contemplated in the Memorandum of Understanding,
Defendants and certain of their affiliates will be released from all
claims, whether known or unknown, that were or could have been raised
against them in the action (or that relate in any way to the
Reorganization, the Exchange Offer or the amendment and restatement of
either the Alliance Holding partnership agreement or the Alliance
Capital partnership agreement), and the action will be dismissed with
prejudice as to Plaintiffs' and a class consisting of all Alliance
Holding unitholders. In connection with the Court approval of the
settlement contemplated in the Memorandum of Understanding, Plaintiffs'
counsel may apply to the Court for an award of fees and expenses of up
to an aggregate amount of $400,000 which, if awarded, will be paid by
Alliance Holding to Plaintiffs' counsel. Defendants will not oppose any
such application for fees and expenses.


BAPTIST FOUNDATIION: Bonnett, Fairbourn Files Investors' Suit In Arizona
------------------------------------------------------------------------
IN THE SUPERIOR COURT OF THE STATE OF ARIZONA

IN AND FOR THE COUNTY OF MARICOPA
JACK GRANT and MARJORIE GRANT,              ) CV 99-19093
husband and wife, et al.,                   )

CLASS ACTION
                           Plaintiffs,      )
                                            )
vs.                                         ) NOTICE OF PENDENCY
                                            )
BAPTIST FOUNDATION OF ARIZONA, INC., et al.,)
                                            )
                           Defendants.      )
--------------------------------------------)

TO: ALL INVESTORS IN NOTES ISSUED BY THE BAPTIST FOUNDATION OF ARIZONA,
INC. AND/OR CHRISTIAN FINANCIAL PARTNERS, INC. DURING THE PERIOD JANUARY
1, 1985 THROUGH AUGUST 10, 1999

On October 25, 1999, a putative class action was filed in the Superior
Court of the State of Arizona in and for the County of Maricopa, under
Arizona statutory and common law (including the Arizona Securities Act,
A.R.S. section 44-1991 et seq.) on behalf of investors who purchased
certain notes of The Baptist Foundation of Arizona, Inc. and Christian
Financial Partners, Inc. between January 1, 1985 and August 10, 1999.
The Complaint alleges that the Foundation during the Class Period made
misrepresentations and omissions regarding the use of the proceeds of
the notes, the extent of the collateral securing those notes that were
secured, the overall safety of the investment and the true financial
condition of the Foundation.

Within sixty (60) days of this publication any member of the alleged
Class may move the Court to serve as lead representative plaintiff.

If you wish to discuss this action or have any questions concerning this
notice or your rights or interests, please call 1-800-847-9094.
Contact: Bonnett, Fairbourn, Friedman & Balint, P.C., Phoenix Andrew S.
Friedman, 602/274-1100 or Tiffany & Bosco, P.A., Phoenix Richard G.
Himelrick, 602/255-6000


BASF AG: Says It Will Sell Units To Pay US Vitamins Price-Fixing Fines
----------------------------------------------------------------------
BASF AG will have to sell some corporate units in order to meet fines
connected with its settlement of a vitamins price-fixing suit in the
United States, a spokesman for the company said.

BASF announced November 4 it will contribute $287 mil to an overall
settlement reached by Roche, BASF and Rhone-Poulenc SA of $1.17 bil for
class-action lawsuits in the U.S. The spokesman said the settlement
would "clearly" hurt company earnings and that BASF will sell certain
units, which do not belong to its core business, before the end of the
year. "There are certain units, but we won't discuss them publicly," the
spokesman said.

He confirmed that "certain customers" were not party to the vitamins
Price-fixing settlement and that at the moment there was no way of
predicting how long negotiations with other customers would take, or how
much it might cost the company.

The spokesman did not indicate whether the settlement would affect
shareholder dividends. He said the company aims to let shareholders have
an "appropriate" share in its success, but added that the settlement has
to be regarded like any other business risk which can adversely affect
earnings. (AFX News in Germany, 11-5-1999)


CELESTIAL SEASONINGS: Announces Agreement To Settle Colo. Suit Re IPO
---------------------------------------------------------------------
Celestial Seasonings, Inc. (Nasdaq: CTEA) announced on November 4, 1999
that it reached an agreement in principle to settle a class-action
lawsuit relating to the Company's 1993 initial public offering for
approximately $4.365 million.

The lawsuit (Schwartz v. Celestial Seasonings, et. al.), pending in
United States District Court for Colorado, was filed in 1995 in
connection with disclosures by Celestial concerning the Company's
license agreement with Perrier Group of America, Inc. which was
terminated on January 1, 1995. The case was dismissed by the District
Court in 1995, but the District Court's dismissal was reversed by the
Tenth Circuit Court of Appeals in 1997, and the Court of Appeals
remanded the case to the District Court. The case was subsequently
certified as a class action.

Celestial stated that it reached the settlement in order to avoid the
burden and expense of further litigation and that it continues to
believe its disclosures were appropriate.

The settlement is subject to finalization of a definitive memorandum of
understanding and completion of a definitive settlement stipulation to
be filed in the District Court, court approval of the settlement and the
finalization of court proceedings. Celestial anticipates that the
settlement will be finalized in the spring of 2000.

Celestial separately indicated that it recorded the cost of the
settlement, which, net of tax and insurance recoveries, will be
approximately $756,000, in its fourth quarter ended September 30, 1999.


CENDANT CORP: NJ Ct Allows Late Proofs Of Claims For Settlement
---------------------------------------------------------------
In re Cendant Corporation Prides Litigation, No. 98-2819; United States
District Court (DNJ); opinion by Walls, U.S.D.J; decided October 21,
l999. DDS No. 50-7-1634; (158 N.J.L.J. 424)

The appropriate standard under which any request to allow late-filed
proofs of claim and late-cured proofs of claim under a stipulation
of settlement should be analyzed is the excusable-neglect standard
of Fed. R. Civ. P. 6(b)(2); here, where the time for filing proofs
of claim was set by the court and extending it would not change the
bargained-for terms of the stipulation of settlement (which allows
for a time to cure), it was not an essential part of defendant's
bargain and defendant will not be prejudiced by its extension; since
defendant's financial bottom line will not be affected by the time
extension -- because the original limits of its bargained-for
financial obligation will not be expanded nor will the potential
number of issued rights increase -- and the slight enlargement of
time involved will not unreasonably hamper judicial proceedings, and
the reasons submitted for the claimants' failure to strictly adhere
to the deadlines are generally reasonable, claimants' motion to
extend the time is granted.

On March 17, 1999, a proposed settlement agreement between
Defendants Cendant Corporation and Cendant Capital I and the class
of persons who purchased Income or Growth Prides between February 24
and April 15, 1998 was presented to the Court. The Settlement was
approved by June 15, 1999 Order. Cendant agreed to distribute one
Right for each Prides owned as of April 15, 1998. Cendant will then
issue two New Income Prides or two New Growth Prides to any person
who delivers to it three Rights, together with existing Income or
Growth Prides, respectively, before the close of business on
February 14, 2001, unless the Prides are amended.

To collect the Rights, each Prides owner was required to submit
a valid Proof of Claim form by June 18, 1999. Under the terms of the
Notice of Proposed Settlement (March 17 Order), a settlement
administrator was to verify the proofs of claim. If a claim was
rejected, each claimant was given 20 days after the administrator
mailed a request to cure to resolve its claim.

On September 7, 1999, Cendant filed a motion to disallow proofs
of claim and a request that the deadline by which proofs of claim
had to be filed and the deadline for filing a response to any
request to cure a proof of claim be upheld. It asserts that the
administrator had accepted claims that were filed late, were
initially filed on time but were not corrected in a timely manner,
and that have not been supported by the required documentation.

Lead Counsel for plaintiffs asks that the time for filing
proofs of claim and to respond to the administrator's requests be
extended. He asserts that the Court has the power to extend the time
because (1) it has the inherent discretion in equity to protect
class members and (2) Fed. R. Civ. P. 6(b)(2) allows the enlargement
of time to respond upon a showing of "excusable neglect."

There are two sources of the Court's ability to modify the
deadlines in the Stipulation of Settlement and the March 17 and June
15 Orders: (1) the general equitable power to define the scope of
class action judgments and settlements; and (2) Federal Rule of
Civil Procedure 6(b)(2), which permits the enlargement of time to
respond to court-ordered deadlines.

The Court has general equitable power to modify the terms of a
class action settlement until the fund created by the settlement is
actually distributed. This power may be asserted to allow late-filed
proofs of claim and late-cured proofs of claim. Courts which have
considered requests to extend deadlines for filing proofs of claim
and other settlement documents have generally subjected each request
to a general "good cause" analysis. Alternatively, requests to
accept late-filed or late-cured proofs of claim have been treated as
motions to extend the time to comply with a court-ordered deadline.
A court-ordered deadline for filing proofs of claim, then, may be
subject to enlargement under Rule 6(b)(2) if the movant can
demonstrate that the delay was caused by "excusable neglect."

The appropriate standard under which any request to allow tardy
proofs of claim or requests to cure should be analyzed is the
excusable neglect standard of Rule 6(b)(2). While the "good cause"
and the "excusable neglect" standards are both equitable in nature
and may, at times, require similar analyses, Rule 6(b)(2) addresses
the present situation.

The determination of whether one party's neglect to adhere to
a deadline is excusable should take into account all relevant
circumstances, including "the danger of prejudice to the
*nonmovant*, the length of the delay and its potential impact on
judicial proceedings, the reason for the delay, including whether it
was within the reasonable control of the movant, and whether the
movant acted in good faith." Pioneer Invest. Servs. Co. v. Brunswick
Assoc. Ltd. Partnership, 507 U.S. 380, 395 (1993). To this roster,
Dominic v. Hess Oil Corp., 841 F.2d 513, 517 (3d Cir. 1988), has
added "(1) whether the inadvertence reflected professional
incompetence such as ignorance of the rules of procedure, (2)
whether an asserted inadvertence reflects an easily manufactured
excuse incapable of verification by the court, and, (3) a complete
lack of diligence."

Where a delay in adhering to a court-ordered deadline is not
long and causes little prejudice to the opposing party, a court may
opt to excuse the lateness. Cendant argues that because the
Stipulation and the orders have the force of a binding contract, it will
be irretrievably prejudiced if it is deprived of bargained-for
rights contained in these documents. It asserts that they contain
clear and mandatory deadlines and requirements for submitting (and
curing) proofs of claim.

The Court should generally refrain from extending the offer and
cure periods in a settlement agreement where the change "modifies
the understanding negotiated between Plaintiffs and Defendants." In
re ML-Lee Acquisition Fund II, No. 92-60, 1999 WL 184135, at * 2 (D.
Del. March 23, 1999). Here, however, any extension of the June 18
deadline would not change the bargained-for terms of the
Stipulation.

In re Crazy Eddie Securities Litig., 906 F. Supp. 840, 844 (E.D.N.Y.
l995), rejected defendant's argument that the court-ordered deadline for
submitting claim forms was "an integral part of the bargain" because (1)
the Proof of Claim "simply contain*ed* a blank where the date should be
inserted"; (2) the judge determined the deadline; (3) the settlement
gave claimants time to cure deficient claims; and (4) the settlement
allowed the court to review rejected claims. A similar situation is
present here. The June 18deadline was left blank in the March 17 Order
and was set by the Court. Further, the settlement allows claimants time
to cure and permits the Court to review the claims. The Court,
therefore, cannot conclude that the June 18 deadline was an essential
part of Cendant's bargain. It follows that it will not be prejudiced by
failing to receive its benefit of the bargain if the deadline for filing
proofs of claim is extended.

Further, the Stipulation and Orders indicate that both parties
recognized that the schedule for the settlement's distribution was
uncertain. For example, when the settlement papers were submitted,
the initial deadline for filing proofs of claim was left open, and
the date for distribution of the Rights and Effective Date were also
unspecified. Additionally, because both Cendant and Lead Counsel
have moved quickly to resolve this issue, there has not been a
substantial lapse of time from the June 18 deadline to this
Decision.

Moreover, the Court rejects defendant's argument that it will
be unreasonably prejudiced by the allowance of late claims because
"this settlement is essentially a claims made' settlement, where a
fixed or maximum amount of consideration per PRIDES is distributed
only to class members who submit valid and timely proofs of claim."
Unlike other large class action "claims made" settlements where the
Defendant's immediate financial situation, such as cash flow, is
affected if late claims are permitted, under this settlement,
Cendant's ultimate obligation to the Rightsholders will not accrue
until 2001. The time obligation remains the same as with the
original issue. Prides securities are being exchanged for
securities. Because of this, Cendant has not shown how the allowance
of late claims will presently impact its financial bottom line.
Cendant will not be harmed by an enlargement of the deadlines
contained in the settlement documents because the original limits of
its bargained-for financial obligations, have not been expanded. Nor
has the potential number of issued rights increased.

The court recognizes that a cutoff date is essential and at some point
the matter must be terminated. It is concluded, however, that a slight
enlargement of the time to file proofs of claim and responses to
requests to cure will not unreasonably hamper judicial proceedings.

After examining the potential prejudice to the nonmovant and the delay's
effect upon the judicial proceedings, the claimants' reasons for delay
must be examined to determine whether their neglect to follow the filing
deadlines is excusable. Excusable neglect "is a somewhat elastic
concept," may encompass "inadvertent delays," and "is not limited
strictly to omissions by circumstances beyond the control of the
movant." Pioneer Invest. Servs. Co. v. Brunswick Assoc. Ltd.
Partnership, 507 U.S. 380, 391-92 (l993).

As of September 20, 1999, the Court had received 123 letters
sent by claimants who either failed to file a timely initial proof
of claim or did not respond to a request to cure within 20 days. Of
these, 102 were sent by individuals, eight were sent by individuals
who represented that they used Merrill Lynch as their broker, 10
were sent on Merrill Lynch letterhead on behalf of various
individuals, and three were sent by institutional or large
investors.

A sampling of the letters from the individual investors reveals
various reasons for delay. As to those whose claims were handled by
Merrill Lynch, Lead Counsel says they were delayed because Merrill
Lynch personnel failed to provide various claimants with necessary
support for their claims. As to the large investors, Schroder & Co.
submitted a valid proof of claim but failed to file it until July
21, 1999. In its defense, it states that the company which
maintained the securities failed to mail the proof of claim earlier.
AEGON USA asserts that its claim was rejected by the administrator
despite the fact that it complied with the timetable. AEGON's claim
has since been accepted. The State of Tennessee Employees Retirement
System, a substantial holder of Prides presumably on behalf of
thousands of state employees, also seeks acceptance of its claim.

In the aggregate, the claimants' neglect to strictly adhere to
the deadlines for filing proofs of claim and/or responding to
requests to cure is excusable. The deadline for the filing of proofs
and the time period in which invalid proofs may be cured will be
enlarged. By this Decision, Cendant will not have to pay more than
its bargained-for maximum exposure. By the Settlement, it knew and
acknowledged its obligations to the holder of 27,161,474 Rights. No
meritorious reason has been advanced to reduce its obligation during
the three months since the June 15 Order.

Lead Counsel asserts that September 3, 1999 was "the last date
for Cendant efficiently to shape its objections." And, "so long as
claims have been cured by at least September 3, 1999, neither
Cendant nor any other class member is prejudiced in respect of what
either did obtain by the bargain--swift distribution of the Rights
and finality." Based on the foregoing analysis and allowing for the
Labor Day holiday, the deadline for submitting proofs of claim will
be extended from June 18 to September 7, 1999. The last date for
submission of papers in response to a request to cure will be
extended from August 17 to September 7, 1999. This does not mean,
however, that all claims filed before this date will be accepted
without question. The Court must still examine each "late" claim or
cure filed before September 7th to determine if delay was caused by
"excusable neglect."

The remaining issue is whether the administrator's decision to
accept claims which, according to Cendant, are unsupported by proper
documentation should be accepted. Cendant argues that the burden is
on claimants to show that they are "Authorized Claimants" who
beneficially held Prides as of April 15, 1998. It relies on the
Proof of Claim form which mandated that the claimant submit either
monthly brokerage reports or business records to confirm such
ownership. Lead Counsel argues that Section II.B.5 of the Stipulation
gave the Administrator discretion to determine whether
adequate documentation was supplied. This section states that the
Administrator "shall undertake whatever investigation it deems
reasonable or necessary to verify, to the extent reasonably
possible, the accuracy, completeness and validity of the Proof of
Claim."

Regardless of whether the Settlement Administrator was given
reasonable discretion to accept claims, this discretion is limited
by the terms of the Stipulation and the Proof of Claim form, which
require certain documents to verify claims. Such terms also give
Cendant the right of review and objection to the administrator's
decisions. However, the Court retains the equitable power to oversee
the settlement, including the claims rejection process, and may
extend the time for claimants to cure.

The Court will not accept any claim unless it is satisfied that
each claimant is truly a member of the settlement class. Lead
Counsel is invited to submit additional information provided by
these claimants to support their disputed claims if such information
was sent before the cut-off date of September 7, 1999. The Court
will examine these claims for validity at the time it conducts its
"excusable neglect" analysis of late claims.

Held: The deadline for submitting proofs of claim is extended
from June 18 to September 7, 1999. The last date for submission of
papers in response to a request to cure is extended from August 17
to September 7, 1999. Upon submission of the required supporting
papers from Lead Counsel, the Court will make a final decision about
each of the disputed claims in this settlement.

For the Prides Class -- Roger W. Kirby (Kirby, McInerney &
Squire). For Cendant Corporation and Cendant Capital I -- Carl
Greenberg and Michael Rosenbaum (Budd Larner Gross Rosenbaum
Greenberg & Sade) and Samuel Kadet (Skadden, Arps, Slate, Meagher &
Flom ). For AEGON USA -- Lisa Cohen (Schindler, Cohen & Hochman).
For Schroder & Co. -- Jonathan D. Their (Cahill, Gordon & Reindel).
(New Jersey Law Journal 11-1-1999)


CHASE MANHATTAN: Updates Inquiries On Predecessor's Paris Br. Re WWII
---------------------------------------------------------------------
The Chase Manhattan Corporation (NYSE:CMB) updated on November 5, 1999
the status of inquiries regarding the actions of a predecessor's Paris
branch office during the Nazi occupation of France. Chase launched its
investigation in 1998 after receiving inquiries which raised questions
about the propriety of actions taken by British and American banks and
bankers in Europe from the early 1930's until the end of World War II. A
subsequent BBC broadcast in October 1998 questioned whether during the
Nazi occupation of France the Paris office of a subsidiary of one of
Chase's predecessor banks, The Chase Bank, froze assets of Jewish
customers before formal orders were issued by the Nazis. Chase has
reported the following facts to the Matteoli Commission, which was
created by the French government to investigate and report on the
freezing and looting of Jewish assets in France during the Nazi
occupation:

A total of three deposit accounts in the Paris office belonging to
Jewish customers were looted by the Nazis; the total monetary value of
the three accounts was approximately 77,000 French francs, equivalent in
1942 to about $ 1,800. To date, Chase's research from public archives
has determined that at least one customer received restitution at the
end of the war from the French government.

A total of 11 safe deposit boxes were looted by the Nazis. Of the 11
safe deposit boxes, Chase was able to determine that at least three
customers received restitution from the French government after the war.
Although Chase does not have complete information on the owners of seven
of the remaining eight boxes, it has settled with one heir and is
continuing to research the identity and whereabouts of the other
customers or their heirs.

Chase also submitted documents to the Matteoli Commission that indicated
that actions taken by the Paris office were done under orders of the
Nazi and Vichy authorities. Despite Chase's public commitment to
reimburse voluntarily all customers or heirs whose property was seized
by the Nazis, two class action lawsuits have been filed against Chase.
None of the plaintiffs in the suits had accounts at Chase, or any
connection whatsoever, either directly or through an estate. Chase is in
talks to attempt to resolve the lawsuits. Chase's position has remained
the same since it first became aware of this information, and it has
spent well over 10,000 people hours in its investigation. In any
situations where money was not returned by the French government after
the war, Chase intends to pay customers or their heirs with interest.
"Chase shares the world's outrage concerning the treatment of the Jewish
people during those horrific times," said Chase Chairman Walter V.
Shipley. "From the beginning, we have treated this as a moral issue -
not a legal issue. Chase remains committed to finding the remaining
customers or their heirs and to working with Jewish organizations to
bring this matter to a moral and just conclusion," Shipley pledged.


DUPAGE COUNTY: Appeals Il. Ct. Ruling On Road Construction Fees Refund
----------------------------------------------------------------------
Lawyers for the DuPage County Board are seeking to overturn a judge's
ruling that could force the county to refund millions of dollars in
road-construction funds to home builders and taxpayers.

In arguments last Thursday before the Illinois Appellate Court, Anna B.
Harkins, an assistant state's attorney, contended that home builders
waited too long before bringing a lawsuit seeking repayment of so-called
transportation impact fees imposed by the county in 1989 and 1990.

At issue before a three-judge appellate panel in Elgin are rulings by
DuPage County Circuit Judge Robert E. Byrne in an unusual class-action
lawsuit filed in 1996 on behalf of Schaumburg-based Sundance Homes Inc.
and others. Byrne ruled against the county in 1998 and, in January,
ordered officials to refund about $2.7 million to builders, developers,
homeowners and others whose impact-fee payments were documented. Byrne
also ordered the County Board to give DuPage property owners a one-time,
partial real-estate tax rebate with the estimated $2.25 million that is
expected to be left over after claims and legal fees are paid.

DuPage imposes transportation impact fees on builders and developers to
help finance road improvements needed to accommodate the additional
traffic generated by new homes and businesses. The impact fees paid on
typical homes in 1989 and 1990 were in the range of $480 to $510,
lawyers said.

Ruling in 1995 in a separate lawsuit brought by the Northern Illinois
Home Builders Association and several developers, the Illinois Supreme
Court upheld a 1989 state law that allows DuPage and other large
counties to impose impact fees. But in the same decision, the high court
said an earlier version of the law was invalid and indicated the fees
collected under that law should be refunded.

In keeping with the Supreme Court's decision, the county made refunds
amounting to less than $100,000, according to lawyers. Joseph Laraia,
the attorney for Sundance Homes, argued that the Supreme Court intended
in its decision to order the repayment of all impact fees collected in
1989 and 1990, not just those paid by the parties to the lawsuit filed
by the Northern Illinois Home Builders Association. "That's clearly what
it (the Supreme Court) said," Laraia told the appellate judges.

Before Byrne and in written arguments filed with the Appellate Court,
Laraia contended that Sundance Homes and others could not have sought
refunds until after the Supreme Court ruled that the earlier version of
the impact-fee law was constitutionally flawed.

Illinois law "recognizes that a governmental entity is not entitled to
retain funds it collected under an invalid ordinance," he contended in
written arguments.

The appellate judges, however, appeared to be skeptical about Laraia's
position, although questions from the bench don't always indicate how
the court will rule. Judge Fred A. Geiger noted Sundance Homes had
joined in earlier litigation, which was later withdrawn, that had made
the same sort of challenges to state law as were made in the Northern
Illinois Home Builders lawsuit. Geiger questioned whether Laraia and
Sundance Homes knew they could have pursued their claims earlier, but
chose not to.

The state's attorney's office raised a similar argument, contending that
Sundance Homes was not required to wait until the state high court
decision before pursuing its own challenge to impact fees.

The county has argued that the Sundance Homes lawsuit should have been
dismissed because it was filed beyond the five-year statute of
limitations for challenging fees paid in 1989 and 1990.

In written arguments, Harkins also contended that it would be unfair to
force the county to pay refunds now because the money has been spent
already on road improvements, which have provided benefits to the
subdivisions or commercial developments that are contesting the fees.
(Chicago Tribune 11-5-1999)


HOLOCAUST VICTIMS: Albright Calls For Flexibility In Compensation Talks
-----------------------------------------------------------------------
Secretary of State Madeleine K. Albright urged both sides to show more
flexibility in talks on compensating Nazi slave labor victims.

Germany's foreign minister promised his government would not be an
obstacle.

The push last Thursday for resolution of the negotiations came as two
Democratic senators introduced legislation they said would enhance and
expand the ability of survivors to make successful claims in U.S. courts
against companies that have thrived since the war.

The corporations have offered $ 2.15 billion, with another $ 1.05
billion to come from the German government. Victims recently scaled down
their demand from more than $ 30 billion to $ 12 billion for those
forced to work for the benefit of the Nazi war machine.

"We are not blocking a compromise,"German Foreign Minister Joschka
Fischer told reporters before meeting with Albright. He said his
government would not be the cause of any breakdown in the talks, with
the wide gap raising doubts about the next scheduled session in Bonn on
Nov. 16-17.

Albright, at the meeting with Fischer, said the main U.S. negotiator in
the talks, Deputy Treasury Secretary Stuart Eizenstat, was meeting with
the chief German negotiator, Otto Lambsdorff, to discuss prospects for a
resolution of the issue. "It's important for both sides to show
flexibility" in order to arrive at an agreement, Albright said.

Fisher said Germany is "ready to find a compromise" and accepts "the
moral obligation" but not a legal obligation. "First of all, it's the
obligation of the German industry."

German and some U.S. companies are under pressure from a series of U.S.
class action suits demanding compensation from corporations that were
operating in Germany during World War II. They include Volkswagen,
Siemens, Ford Motor Co., and more than a dozen others. A full list of
companies that are party to the negotiations has not been disclosed.

Historians estimate that more than 12 million people were forced to
produce materials for the Nazis or to replace workers who became Nazi
soldiers, sometimes without pay. Two million or more are believed to be
alive.

The legislation introduced by Sens. Charles Schumer, D-N.Y., and Robert
G. Torricelli would allow survivors to sue companies that profited at
the survivors expense through forced and slave labor, involuntary
medical treatment or experimentation, or by forced land transfers or
refusal to honor Holocaust-era insurance policies.

It would extend to 2010 the statute of limitations on claims that
expired in 1993 and remove barriers that have prevented the courts from
addressing the merits of the case. (The Record (Bergen County, NJ)
11-5-1999)


HOLOCAUST VICTIMS: Swiss Fund Announces Gifts To Sterilization Victims
----------------------------------------------------------------------
The Swiss fund for needy Holocaust survivors last Friday announced gifts
to 25 people forcibly sterilized by the Nazis under a 1933 German law
for ''racial and heritage hygiene.'' The fund, which has already
distributed more than 250 million francs ($167 million) to over 300,000
survivors of the Nazis, will make donations through the German
Federation of the Victims of ''Euthanasia'' and Forced Sterilization.

''The Law for the Prevention of Descendants with Hereditary Disease of
1933 was the first Nazi racial law with a view to large-scale
extermination,'' a fund statement said. ''Disabled people were the first
victims.'' They were sterilized ''because they were slightly disabled or
sick or because their family history gave rise to the supposition that
they might have some hereditary disease,'' it said.

The fund said it would give each of the sterilization victims 2,000
francs ($1,333). Last April it gave 1,500 francs ($1,000) to six Nazi
sterilization victims living in the Czech Republic.

Only a few victims have survived. The program killed about 275,000
people and sterilized 350,000-400,000, making the disabled one of the
largest non-Jewish groups of Nazi victims, the statement said.

The fund was set up by Swiss banks and industry in 1997 under pressure
from allegations that they provided support to the Nazi war machine. Its
board of governors includes representatives of international Jewish
organizations.

Around 88 percent of the money in the fund is intended to help destitute
Jewish survivors of the Nazis, while the rest is for non-Jewish
survivors, including Gypsies, homosexuals, the disabled, Jehovah's
Witnesses, Christians persecuted as Jews and political opponents of the
Nazis.

It is separate from a $1.25 billion fund set up by Switzerland's two big
banks in August last year in an out-of-court settlement with lawyers in
a class-action suit in the United States. (AP Worldstream 11-5-1999)


LYCOS INC: Terminates Proposed Merger With USA Network; Suits Continue
----------------------------------------------------------------------
Report of the Company, classified under " Servcies - Computer
Programming, Data Processing, Etc., for the year ended July 31, 1999,
filed with the SEC as of October 29, 1999:

In February 1999, the Company announced its intention to enter into a
transaction with USA Networks, Inc. and certain affiliated companies
pursuant to which, among other things, Lycos would have been merged into
a subsidiary of USA Networks. In May 1999, the parties to the proposed
transaction terminated the merger by mutual agreement.

Prior to such termination, eight purported class action lawsuits were
filed in the Court of Chancery for the State of Delaware in and for New
Castle County, by shareholders of the Company allegedly on behalf of all
common stockholders of the Company. The complaints request, among other
things, that the proposed transaction be enjoined or that rescissionary
damages be awarded to the purported class and that plaintiffs be awarded
all costs and fees, including attorneys' fees. Although the proposed
merger has since been terminated, the suits have not been dismissed. The
Company believes that the allegations in the complaints are without
merit and intends to contest them vigorously.

Also prior to the termination of the proposed merger, a series of
purported securities class action lawsuits were filed in the United
States District Court for the District of Massachusetts. The suits,
which have since been consolidated, allege, among other claims,
violations of United States Federal securities laws through alleged
misrepresentations and omissions relating to the announced transaction
with USA Networks. The consolidated complaint seeks an unspecified award
of damages. The Company believes that the allegations in the
consolidated complaint are without merit and intends to contest them
vigorously.


MICHAEL SHEAHAN: Patch Diff. Over Representation In Strip Search Case
---------------------------------------------------------------------
Two top county officials, embroiled in a public spat over legal
representation, have quietly made peace. Officials from the office of
Cook County Sheriff Michael Sheahan said last Wednesday they have
withdrawn their petition to remove State's Atty. Richard Devine as their
attorney in a controversial federal lawsuit against the sheriff's
office.

William Cunningham, a spokesman for Sheahan, said the two offices had
held "a number of meetings" in recent days and "were able to resolve our
disagreement." Cunningham said that representatives from Devine's office
had addressed "all the concerns" that the sheriff had raised.
"We look forward to moving forward with the state's attorney as our
lawyer," Cunningham said.

Bob Benjamin, a spokesman for Devine, said his boss was also happy the
dispute had ended. "We're glad to resolve this matter and to continue
representing the sheriff's office in this case, as in some 300 other
cases we have represented the sheriff on," Benjamin said. The fight
stems from a controversial federal lawsuit brought against Sheahan's
office involving strip searches at Cook County Jail.

Last month, Sheahan went to court seeking to remove Devine's office from
the case, characterizing the representation by the state's attorney as
"marred by indecision and inconsistency."

The rhetoric of the dispute escalated, with Devine's office filing a
sharply worded rebuttal last week, accusing Sheahan of using irrelevant
arguments and Joseph McCarthy-like tactics in his effort to hire private
legal representation in the class-action lawsuit.

"Not having the legal basis for appointment of a special state's
attorney, the petitioner's staff counsel attempts to overwhelm the
statutory inquiry with sensational attacks," Devine charged in the
petition filed in Cook County Circuit Court. (Chicago Tribune 11-4-1999)



MTBE CONTAMINATION: Maine Statute Bars Claims V Atlantic Richfield
------------------------------------------------------------------
After finding that plaintiffs in a methyl tertiary butyl ether (MTBE)
contamination case failed to satisfy their burden under Maine's
anti-SLAPP statute, a state trial court on Aug. 30 dismissed claims
against certain defendants. However, the court allowed claims that
entailed more than just a company's exercise of its right to petition
the government (Michael A. Millett, et al. v. Atlantic Richfield Co., et
al., No. CV-98-555, Maine Super., Cumberland Co.).

(Text of Decision in Section F. Mealey's Document # 15-990922-112.)

Michael A. and Deborah L. Millett filed the proposed class action in
Cumberland County Superior Court against Atlantic Richfield Co. (Arco),
Arco Chemical Co., Lyondell Chemical Co., the Oxygenated Fuels
Association, the American Petroleum Association, Nancy J. Balter, Ph.D.,
Patricia W. Aho, George Smith and numerous John Doe defendants.

Aho, American Petroleum, Balter, Oxygenated Fuels and Smith filed
special motions to dismiss pursuant to Maine's anti-SLAPP statute,
arguing that the claims against them are based upon their right to
petition the government as protected by the U.S. and Maine
constitutions. Arco moved to dismiss for failure to state a claim,
arguing that the claims against it must be dismissed because they are
based upon its right to petition.

                           Anti-SLAPP Statute

The trial court noted that the Milletts argued that the anti-SLAPP
statute was not intended to offer protection to defendants such as those
named in this case.

However, the court rejected this argument after finding that the plain
language of the statute does not limit its application to certain
classes of defendants. The court added that if it were to accept the
Milletts' argument that the statute was not intended to protect
defendants such as those named in the instant case, serious issues with
regard to the constitutionality of the statute on equal protection
grounds would have to be considered.

The court added that under the anti-SLAPP statute, defendants must show
that their statements complained of by the Milletts were made while
exercising their right of petition as that concept is defined in the
statute. Additionally, the court noted that the defendants must show
that the claims against them are based upon petitioning activities alone
and have no substantial basis other than or in addition to the
petitioning activities.

"These five defendants [Aho, American Petroleum, Balter, OFA and Smith]
are in this action for one reason - they exercised their right to
petition. The allegations in the complaint regarding these defendants
universally pertain to their advocacy for MTBE and/or MTBE RFG before
various governmental bodies, the press, and the public," the court
found. "It is also apparent from the face of the complaint that the
claims against defendants are 'based on petitioning activities alone and
have no substantial basis other than or in addition to the petitioning
activities.'"

The court decided that the Milletts failed to satisfy their burden of
proof under the anti-SLAPP statute and so the underlying tort claims
against the defendants must be dismissed. The court noted that dismissal
of the underlying tort claims means that the Milletts cannot establish
liability on an underlying tort and, therefore, the defendants cannot be
held liable for civil conspiracy.

"Plaintiffs have failed to make even a prima facie showing of how the
defendants' acts caused them 'actual injury.' In fact, plaintiffs have
not even shown that the plaintiffs knew of these defendants' actions or
heard and relied on their statements. Because plaintiffs have failed to
satisfy their burden under the anti-SLAPP statute, the special motions
to dismiss filed by Aho, API, Balter, OFA, and Smith must be granted,"
the court held.

                               Arco's Motion

The court next addressed Arco's argument that all of the claims against
it center around an alleged publicity campaign and government lobbying.
Here, the court found that while it is true that some of the allegations
against Arco fall within its right to petition as that right is defined
by the anti-SLAPP statute, other obligations in the complaint
demonstrate that the claims against Arco are based on more than just its
exercise of its right to petition.

"It is apparent that plaintiffs' claims against Arco entail more than
just the company's exercise of its right to petition the government and
therefore dismissal of the claims against ARCO would be inappropriate,"
the court decided.

Arco is represented by Randall B. Weill and Jonathan S. Piper of Preti,
Flaherty, Beliveau, Pachios & Haley in Portland, Maine. American
Petroleum is represented by Joseph H. Groff III and Brendan P. Reilly of
Jensen, Baird, Gardner & Henry in Portland, Maine. Oxygenated Fuels is
represented by Jeffrey Thaler, Diane S. Lukac and Todd S. Holbrook of
Bernstein, Shur, Sawyer & Elson in Portland, Maine. Arco Chemical is
represented by William J. Kayatta Jr., John J. Aromando and David P.
Littell of Pierce Atwood in Portland, Maine, and Alan J. Hoffman of
Blank Rome Cominsky & McCauley in Philadelphia.

The Milletts are represented by Lewis J. Saul, Jon Hinck and Jennifer L.
Martin of Lewis Saul & Associates in Portland, Maine, and Bill Robitzek
of Berman & Simmons in Lewiston, Maine. (Mealey's Litigation Report:
Emerging Toxic Torts 9-22-1999)


PACIFICARE: Faces Consumers' Suit In CA: Rumored For Possible Sale
------------------------------------------------------------------
Conflicting statements and management shake-up underscore deep divisions
about firm's direction.

In a tumultuous series of moves, the president of PacifiCare Health
Systems resigned last Thursday and was replaced by the company's
chairman, while a key director said the board had hired a financial
advisor to explore a possible sale of the company or other alternatives.

The events left analysts baffled, though shares of the company soared on
rumors of a possible sale. Sources close to the company said there are
deep divisions among top executives over the company's direction.

To further compound the confused day, the company also announced it was
acquiring a failing health-maintenance organization in Texas and was
repurchasing 12 million shares of its stock, about 28% of the 43.5
million shares outstanding. The company's shares have lost close to half
their value this year.

One of PacifiCare's most powerful shareholders and board members, Jack
Anderson, was quoted by Bloomberg News as saying that the board had
hired financial advisor Warburg Dillon Read and would consider selling
the company, along with other alternatives aimed at boosting flagging
stock prices. Largely on the strength of Anderson's reported comments,
analysts said, PacifiCare stock surged $ 8.50, or 19%, to close at $
54.19 on Nasdaq.

Meanwhile, Chief Executive Alan Hoops gave up chairmanship of the
company last Thursday to become its president, replacing Jeffrey Folick,
who is stepping down to become a vice president. Hoops said that
although the company would consider a sale along with other options,
such a move was not imminent. The board named director David Reed its
new chairman. "To a degree, any public company is always for sale,"
Hoops remarked. For PacifiCare, he said, the idea of a sale "fits in the
future" as an option, but no more than any other possible course.

Anderson could not be reached for comment. Previously, the outspoken
investor, whose family owns about 600,000 PacifiCare shares, had been an
active player in the sales of the health maintenance organizations
TakeCare and FHP.

"It looks unbelievably disjointed to me as an outside observer," said
Todd Richter, health-care analyst for Banc of America Securities'
Montgomery division in New York. "You've got one of the board members
saying that an investment banking firm has been hired to explore selling
the company, and the new chairman of the board saying it's not the case.
Then you've got the chief operating officer demoted and the chief
executive officer--I don't know if he's been promoted or demoted."

Sheryl Skolnick, a managing director of investment banking firm
BancBoston Robertson Stephens, said the rise in the company's stock
price could be attributed at least in part to quotes from Anderson that
the company might be sold.

But Skolnick said it is unlikely the company could be divested
quickly--and questioned whether it was really for sale. Potential
purchasers, she said, would be leery about the company's announcement
last Thursday that it intends to buy troubled Harris Methodist Health
Plan of Arlington, Texas. By PacifiCare's own reckoning, the health
maintenance organization would not return to profitability until at
least 2001.

In addition, she said, the company is built on a model of managed care
that many in the industry believe is falling out of favor. Under that
model, called capitation, doctors are paid a set fee each month, out of
which they must pay for all aspects of patient care. That model is
widely believed to be responsible for much of the financial trouble
roiling physician groups in California.

Richter said that PacifiCare faces an uncertain path, whether or not it
is sold. The company, whose Secure Horizons health plan is the leading
Medicare HMO, is deeply invested in the Medicare business, which
investors regard as extremely risky, Richter said. In addition, Richter
said, the company is a defendant in several class-action lawsuits, which
accuse it of failing to live up to promises to properly take care of
patients. (Los Angeles Times 11-5-1999)


PERVASIVE SOFTWARE: Milberg Weiss Files Securities Suit In Texas
----------------------------------------------------------------
Milberg Weiss (http://www.milberg.com)announced on November 4, 1999
that a class action has been commenced in the United States District
Court for the Western District of Texas on behalf of purchasers of
Pervasive Software Inc. (Nasdaq:PVSW) common stock during the period
between July 15, 1999 and October 21, 1999.

The complaint charges Pervasive and certain of its officers and
directors with violations of the Securities Exchange Act of 1934. The
complaint alleges that after its initial public offering in September
1997, Pervasive stock traded in the $ 9-$ 15 range as Pervasive's
revenue and earnings showed little growth in the first two quarters it
reported as an independent company. By October 1998, the Company's stock
price was trading at just $ 8.50 per share. The Company then began to
move its focus more to Internet-related tools and saw its stock price
increase to above $ 18 per share. On July 15, 1999, Pervasive reported
strong revenues and earnings and strong networking revenues.

In a conference call after the release, Pervasive management discussed
its new product ("Tango"), its new focus on Internet-related products
and touted the Company's prospects. As a result of defendants'
statements, Pervasive's stock price was inflated during the Class
Period. Top officers of Pervasive took advantage of these inflated share
prices, selling 897,250 shares for proceeds of $ 19.8 million over the
next two weeks following these statements. By October 1999, Pervasive's
stock was trading at as high as $ 38 per share. However, Pervasive's
business and prospects were not nearly as favorable as defendants had
represented. On October 21, 1999, Pervasive issued a press release
announcing its 1stQ F2000 results. Later that day, Pervasive held a
conference call and admitted that its results for the 2ndQ F2000, ended
December 31, 1999, would be much worse than earlier represented and that
costs of the development of Tango-related sales would cause losses in
F2000 instead of forecasted profits of $ .50. On these shocking
disclosures, Pervasive's stock price declined $ 24-1/16 to $ 12 per
share on enormous volume of 11.8 million shares, a 67% decline in one
day.

Plaintiff is represented by several law firms, including Milberg Weiss
Bershad Hynes & Lerach LLP. If you wish to serve as lead plaintiff, you
must move the Court no later than 60 days from November 4. If you wish
to discuss this action or have any questions concerning this notice or
your rights or interests, please contact plaintiff's counsel, William
Lerach or Darren Robbins of Milberg Weiss at 800/449-4900 or via e-mail
at wsl@mwbhl.com TICKERS: NASDAQ:PVSW


PROSOFTTRAINING COM: Contests MI Suit Over Misrepresentation Of Stock
---------------------------------------------------------------------
The Company is also engaged in litigation filed in Jackson County
(Michigan) Circuit Court on April 22, 1998. In the case Frank J. DiSanto
v. Prosoft I-Net Solutions, Inc., Jackson County Circuit Court Case No.
98-87738-CK, plaintiff's complaint alleges misrepresentation in
connection with a confidential offering memorandum, pursuant to which
plaintiff purchased $600,000 worth of stock. Plaintiff is seeking
rescission of the stock purchase, interest, attorney fees and other
unspecified damages. The Company has filed an Answer and Affirmative
Defenses denying liability. On February 11, 1999 the Company asked the
court to dismiss the case. The Court gave the defendant the opportunity
to file an amended complaint which it did on March 17, 1999. The Company
intends to file another motion to dismiss certain aspects of the amended
lawsuit in October 1999. The Company believes that it has meritorious
defenses to the plaintiffs' claims, and it intends to defend itself
vigorously in this lawsuit.

Parties related to Frank J. DiSanto filed an identical complaint to the
DiSanto amended complaint in Jackson County (Michigan) Circuit Court on
March 11, 1999. In the case The Free Methodist Foundation, et al. v.
ProsoftTraining.com, Jackson County Circuit Court Case No. 99-92817 CK,
plaintiff's complaint alleges, among other things, violation of the
"blue sky" securities laws of the State of Michigan in connection with
their purchase of stock in a private placement in March 1997. The
defendant is seeking rescission of their stock purchase of approximately
$2,700,000, interest, attorney's fees and other unspecified damages. The
lawsuit was removed to the U.S. District Court for the Eastern District
of Michigan as Case No. 99-CV- 60239-AA. The Company filed a motion to
dismiss certain aspects of the amended lawsuit on October 27, 1999. The
Company believes that it has meritorious defenses to the plaintiffs'
claims, and it intends to defend itself vigorously in this lawsuit.


PROSOFTTRAINING COM: Fights CA Suit Re Fid Breach, Fraud, Unfair Comp.
----------------------------------------------------------------------
The Company and certain of its former officers and predecessor
entity(s), among others, are defendants to a lawsuit currently pending
before the Superior Court for the State of California, County of Los
Angeles as Case No. BC194941 entitled Fred Kassner and Brent Jay v.
Prosoft I-Net Solutions, Inc., et al. The Company believes the Lawsuit
was originally filed July 27, 1998; the First Amended Complaint in the
Lawsuit was filed on September 30, 1998. Plaintiffs allege in the First
Amended Complaint, among other things, that the Company participated in
a conspiratorial scheme to breach fiduciary duties owed by others to the
plaintiffs, to engage in unfair competition and to defraud the
plaintiffs. The plaintiffs seek compensatory damages, disgorgement of
profits, punitive damages, and attorneys' fees, as well as other relief.
The court dismissed the First Amended Complaint whereupon a Second
Amended Complaint was filed on June 8, 1999. As before, the Second
Amended Complaint was, on September 8, 1999, dismissed in its entirety.
On September 20, 1999, plaintiffs filed a Third Amended Complaint.
Another motion to dismiss (demurrer) has been filed, which the Company
expects will be granted. The Company believes it has meritorious
defenses to the plaintiffs' claims, and it intends to defend itself
vigorously in the Lawsuit.


PROSOFTTRAINING COM: Proposes Settlement For 3 Securities Suits In CA
---------------------------------------------------------------------
The Company and certain of its present and former officers and/or
directors are defendants in three "class action" lawsuits. On April 20,
1998, an initial class action complaint was filed against Prosoft in the
case entitled Robertson v. Prosoft I-Net Solutions, Inc., et al., Orange
County (California) Superior Court Case No. 793247. On April 24, 1998, a
second class action complaint containing essentially identical
allegations was filed in the case entitled Alvarado v. Prosoft I-Net
Solutions, Inc., et al, Orange County Superior Court Case No. 793468.
Finally, a third class action complaint was filed on June 5, 1998, in
the case entitled Calhoun v. Prosoft I-Net Solutions, Inc., et al,
Orange County Superior Court Case No. 795190.

The three complaints purport to establish a class of shareholders who
purchased Prosoft stock between July 21, 1997 and April 13, 1998. By
stipulation of the parties, Calhoun and Alvarado have been consolidated
with Robertson, lead counsel has been appointed, and plaintiffs have
filed a consolidated amended complaint. The complaints allege, among
other things, that the defendants made false and/or misleading public
statements regarding the Company and its financial condition in
violation of various state securities laws. The complaints seek
compensatory damages, attorneys' fees, and injunctive relief, as well as
other relief. On September 24, 1999 a Preliminary Settlement was
accepted by the Orange County Superior Court and a notice has been sent
to that effect to all shareholders in the claim. The Court has currently
set a final hearing on the settlement for November 16, 1999.


PROVIDIAN FINANCIAL: Faces Securities Suit In New York
------------------------------------------------------
A putative class action (In re Providian Securities Litigation), which
is a consolidation of complaints filed in the United States District
Court for the Eastern District of New York in June 1999, alleges, in
general, that the Company and certain of its officers made false and
misleading statements concerning the Company's future prospects and
financial results in violation of the federal securities laws. The
putative class, which is alleged to have acquired the Company's stock
between January 15, 1999 and May 26, 1999, seeks damages in an
unspecified amount, in addition to pre-judgment and post-judgment
interest, costs and attorneys fees. As of October 29, 1999, the
consolidated complaint had not been filed.


PROVIDIAN FINANCIAL: Reports On Suits Re Sales & Collections Practices
----------------------------------------------------------------------
Beginning in May 1999, the Company was the subject of media coverage
concerning complaints made by some customers of the Company's banking
subsidiaries regarding certain sales and collections practices.
Following the initial media coverage, the San Francisco District
Attorney's Office confirmed that it had commenced an investigation into
the Company's sales and collections practices, including the marketing
of certain fee-based products and the posting of customer payments. The
remedies available to the District Attorney's Office include, but are
not limited to, damages, penalties, fines and injunctive relief.

Since May 1999, a number of lawsuits have been filed against the Company
and, in some cases, against certain of the Company's subsidiaries by
current and former customers of the Company's banking subsidiaries. A
consolidated putative class action lawsuit (In re Providian Credit Card
Litigation) (the "Consolidated Action") was filed on August 3, 1999 in
California state court in San Francisco against the Company, Providian
National Bank and certain other subsidiaries, and seeks unspecified
damages, including actual and punitive damages, attorney's fees and
injunctive relief. The complaint alleges unfair and deceptive business
practices, including failure to credit payments in a timely fashion that
resulted in the imposition of fees, adding products and charging fees
without customer authorization, changing rates and terms without proper
notice or authorization, and misleading or deceptive sales practices. A
few similar actions filed in other California counties have been
transferred to San Francisco County and coordinated with the
Consolidated Action.

As of October 29, 1999, four similar putative class actions were pending
in state courts and seven were pending in federal courts. One state case
was recently filed in San Francisco Superior Court, and will likely be
coordinated with the Consolidated Action. Another state case was filed
in San Mateo County, California; this case was not coordinated with the
Consolidated Action, and will proceed separately. In addition, one
putative class action was filed in Cook County, Illinois. The Company's
motion to dismiss this action was granted, although the plaintiff has
until November 15, 1999 to amend the complaint. Another action was filed
in Bullock County, Alabama. The remaining putative class actions were
filed in various federal district courts, and have been transferred by
the Federal Judicial Panel on Multidistrict Litigation to the Eastern
District of Pennsylvania.

These other state and federal actions contain substantially the same
allegations as those alleged in the Consolidated Action; certain of the
actions also allege one or more of the following: that the account
agreement with customers contained unconscionable terms and fees, that
statements sent to customers failed to include Credit Protection and
other add-on fees in the calculation of the annual percentage rate
disclosed in such agreements, refusal to honor cancellation requests,
improper obtaining of credit reports, breached promises to raise credit
limits, breached promises of high credit limits, and unlawful tying of
Credit Protection to credit card and other products.

The Company continues to cooperate and have discussions with the San
Francisco District Attorney's Office but there can be no certainty as to
the outcome of those discussions. The lawsuits described above are at a
very early stage. No specific measure of damages has been demanded and,
in most cases, a response is not yet due. An informed assessment of the
ultimate outcome or potential liability associated with these matters is
not feasible at this time. Due to the uncertainties of litigation, there
can be no assurance that the Company will prevail on all the claims made
against it. However, management believes that the Company has
substantive defenses and intends to defend the actions vigorously.


QUALITY DINING: Reports Dismissal of Indiana Class Action Lawsuit
-----------------------------------------------------------------
Quality Dining, Inc. (Nasdaq/NM:QDIN) announced on November 4, 1999 that
the United States District Court for the Northern District of Indiana
has dismissed the class action previously filed against it and the time
for an appeal has expired. Quality Dining owns the Grady's American
Grill(R), Papa Vino's(R) Italian Kitchen and Spageddie's Italian
Kitchen(R) concepts and operates Burger King(R) restaurants and Chili's
Grill & Bar(R) restaurants as a franchisee. As of November 4, 1999 the
Company operates 36 Grady's American Grill restaurants, 5 Papa Vino's
Italian Kitchen(TM) restaurants, 3 Spageddies Italian Kitchen
restaurants, 70 Burger King restaurants and 28 Chili's Grill & Bar
restaurants.


QWEST AFFILIATE: Randy Johnston Files TX Suit Re Slamming Of Consumers
----------------------------------------------------------------------
A lawsuit was filed on November 4, 1999 against USLD and its affiliates
Qwest and LCI in the 67th District Court of Texas over the slamming and
cramming of numerous consumers. The action was filed by the majority
shareholders of All American Telephone, Inc. (AAT), previously located
in North Richland Hills, Texas.

The lawsuit details the actions of former employees of AAT that
conspired with the named carriers to bill and collect monies from
consumers in the name of AAT. In addition, consumers were billed for
Monthly Recurring Charges by and in the name of Qwest and LCI. The
consumers in question were formerly in the AAT customer database,
although some had cancelled service as long as a year prior to receiving
bills from these carriers. Further, Qwest, LCI nor USLD have produced
any documentation providing authority to bill the consumers in question.

In July 1998, AAT received an NAL (Notice of Apparent Liability) from
the FCC of $ 1,080,000 for alleged slamming of consumers.

The majority shareholders of AAT had dismissed AAT President, Clay
Garey, on the 25th of June 1998. The dismissal occurred at an emergency
shareholder meeting held as of result of Garey's refusal to provide
access to corporate records concerning financial, marketing practices or
prior notification the company had serious regulatory problems with the
FCC. It was also discovered that MultiMedia, a company apparently solely
owned by Garey, was indebted to USLD for over $ 2,000,000. No contract
existed between AAT and USLD for long distance services. However, Garey
claimed the debt was as a result of MultiMedia providing wholesale
services that allegedly were to the benefit of AAT.

A management team was hired to review financial records and marketing
activities after the dismissal of Garey. A subpoena of MultiMedia bank
records revealed large sums of monies, had been transferred by Garey
from AAT into MultiMedia bank accounts. The management team of AAT
ceased all marketing to new customers upon the securing of AAT
facilities in June 1998. In July 1998, USLD informed AAT that all its
customers would be immediately disconnected because of the failure of
AAT to accept the total financial liability of its contracted customer,
MultiMedia, Inc. In August 1998, federal authorities served AAT offices
with a search and seizure warrant. The warrant indicated the FCC
suspected fraudulent slamming activity during the tenure Garey was
President of AAT. In the same month, a third party rebiller, HOLD of San
Antonio, Texas, contacted AAT indicating USLD desired to obtain an
agreement to bill previously unbilled long distance charges to
consumers, in the name of AAT. AAT did not agree to any billing
arrangement, and, in turn, HOLD provided AAT a written statement that no
AAT customers would receive bills from their efforts. In September 1998,
AAT obtained evidence that HOLD initiated billing to the consumers in
question without authority or agreement of AAT. Consumers were billed
for long distance, on their local telephone bill in the name of AAT, as
a result of actions by HOLD and USLD. AAT did not agree, approve,
initiate or receive any funds from the billings. Billings to consumers
not only included the initial dates of unbilled call records, but
continued and may still be continuing. The billing by HOLD, with
agreement by USLD, clearly violates FCC and state statues. Further,
there is evidence that both companies continued to rely on rating and
customer records obtained from Garey and/or MultiMedia, although all
parties were well aware that Garey had been terminated and had no
authority or right to records of AAT. In addition, AAT obtained consumer
copies of their local telephone bill, reflecting monthly recurring
charges from Qwest and LCI. The telephone numbers of these consumers
appear to have been obtained solely from the database of AAT. The
billing and collecting of monies from consumers, previously in the AAT
database, was without authority of AAT or presumably the consumers.

The actions of these carriers resulted in an unmanageable pollution of
customer information rendering any potential of a reasonable continuance
of business by AAT impossible. The actions by Qwest, LCI and USLD were
apparently an attempt to collect monies, out of the pocket of individual
consumers, for a debt owed to USLD. Initial estimates are the
unauthorized billings of these carriers will exceed a minimum of $ 3.5
million.

In November 1998 and again in 1999, Attorneys for AAT filed two separate
informal complaints, listing specific consumer examples, with the
Federal Communications Commission. The complaints suggested the actions
were particularly egregious considering USLD was fully aware that
federal authorities were actively conducting a criminal investigation of
previous marketing activities of AAT. USLD blatantly billed customers in
the name of AAT without regard to the rights of AAT or consumers. Of
particular concern, customers in question were initially acquired by AAT
during the period being investigated by the federal government.

To date no response has been received from the FCC regarding the
complaints filed by AAT. In September 1999, Patrick Thompson, who
apparently represented he was formerly the CFO of AAT from August 1996
through June 1998, plead guilty to one count of federal mail fraud. The
lawsuit also disputes Thompson's claim as CFO of AAT, however provides
evidence of the involvement of Garey and Thompson as officers of several
other corporations. In addition, unknown to the majority of AAT
shareholders, these corporations illegally utilized AAT long distance
certifications to bill customers in the name of AAT. Further, these
corporations established multiple separate accounts with USLD.

The lawsuit documents the genesis of the NAL against AAT was initially a
result of complaints by 13 consumers, 11 being from the State of New
York. The change in the consumer's long distance was initiated and
placed on USLD by the sole request of MultiMedia. The State of New York
requires wholesale carriers to be certified. Since USLD was contracted
only with and through MultiMedia, USLD knew or should have known
MultiMedia held no such wholesale certification. The violation of state
regulatory statues are blatant by MultiMedia and USLD. As a result of
the actions of these carriers, AAT certifications was put in jeopardy,
resulting in the initial NAL by the FCC, a government investigation and
the eventual total financial collapse of AAT. Contact: Randy Johnston,
Attorney at Law 214/741-6260


RISCORP INC: Former Chairman May Buy Ruined Co. Facing Securities Suit
----------------------------------------------------------------------
The $ 40.7-million deal would give Bill Griffin what pieces are left of
the former Sarasota insurance company. Convicted felon and former
Riscorp Inc. chairman Bill Griffin is buying the vestiges of his ruined
Sarasota company for $ 40.7-million.

Griffin Acquisition Corp., a company controlled by Griffin, has offered
Riscorp's Class A shareholders $ 2.85 per share for their interest in
the former workers compensation company.

In return, Griffin receives what's left of the company - cash and
securities along with liability for all litigation against the firm,
including a pending class-action suit. He also gets a chance to salvage
an investment once worth millions of dollars before Riscorp's current
management liquidates it.

Riscorp sold its operating unit, which sells workers compensation
insurance, to Zenith Insurance Co. in June 1998 after Griffin and other
top officers pleaded guilty to campaign finance violations.

Griffin's proposal has been approved by Riscorp's board and is expected
to close in the first quarter of 2000 pending shareholder approval.

The company's general counsel and newly named president, Walter
Riehemann, said he would vote his shares for the sale because it
represents a healthy premium over the $ 2.36-a-share book value, minus
legal costs, that shareholders would get if the company were liquidated.
Riehemann and the estate of former Riscorp president Frederick M.
Dawson, who died last month after a battle with colon cancer, own about
12 percent of the 14.3-million Class A shares.

"This transaction puts more cash in the hands of our shareholders and
does so much faster than any other alternative," Riehemann said. Shares
in Riscorp surged to a 52-week high of $ 2.561/4 last Thursday before
closing at $ 2.531/8, up 717/8 cents. Griffin could not be reached for
comment. The sale would give the scandalized Sarasota millionaire
something he sorely lacks: control over his Riscorp investment.

A liquidation could wipe out his investment. If he buys the company
outright, he might stave off liquidation and be able to pass on
something of value to his heirs.

Griffin owns more than 24-million Class B shares in the company, which
are not publicly registered, giving him 85 percent voting control. But
he has no Class A shares and has been frozen out of day-to-day
management since his federal conviction.

Griffin pleaded guilty in 1998 to a federal charge that he and other
Riscorp executives schemed to funnel illegal campaign contributions to
state and local officials. He started a three-year probation in June
after completing a five-month prison term. He also paid a $ 1.75-million
fine, one of the largest ever for campaign finance violations, and has
been told by the state to divest his minority interest in the Tampa Bay
Devil Rays.

It's unclear just how much Riscorp shareholders would receive through
either a sale or liquidation. Riscorp executives and Zenith are in
dispute over the company's valuation and whether Zenith should make an
additional, unspecified payment. If it does, shareholders would receive
the extra money even if the company is sold to Griffin.

If the company is liquidated instead, any legal liabilities would have
to be resolved before shareholders are paid.

An investment group, Chap-Cap Partners L.P., filed a class-action suit
in July accusing company officials of filing false financial reports. A
previous class-action lawsuit, on behalf of investors who bought Riscorp
stock in 1996, produced a settlement of $ 21-million, or about $ 1 per
share. (St. Petersburg Times 11-5-1999)


THE CITIES: Minn. Ct Denies Class Status For Suit On Bonds Re Housing
---------------------------------------------------------------------
PLEASE TAKE NOTICE that the above-titled lawsuit was brought by
plaintiff Franklin High Yield Tax-Free Income Fund on June 23, 1998. The
lawsuit involves bonds issued by the Northwest Minnesota Multi-County
Housing & Redevelopment Authority in June 1995. The proceeds from the
Series 1995 Bonds were used to finance the development of rental housing
for moderate income and elderly tenants in the cities of Baudette,
Badger, Roseau, and Thief River Falls, Minnesota. The Complaint charges
the City of Baudette, the City of Badger, the City of Roseau, and the
City of Thief River Falls (the "Cities") with violations of federal and
state securities laws and the state consumer fraud statute. The
Complaint alleges that in connection with the Series 1995 Bond issuance,
the Cities misrepresented and concealed material facts concerning the
Cities' stated intent to pay any operating deficits experienced by the
housing projects funded by the Series 1995 Bonds. The Complaint alleges
that without the Cities' misrepresentations and omissions, the Series
1995 Bonds would have been unmarketable at any price, and that as a
result of the Cities' misrepresentations or omissions, the Series 1995
Bonds have diminished in value.

Franklin sought to certify a class of all persons who purchased the
Series 1995 Bonds during the period from June 29, 1995 through December
31, 1995 and to represent that class in the above-captioned lawsuit.

On September 10, 1999, the Court issued an Order denying Franklin's
motion for class certification. As a result of the Court's Order,
Franklin and its lawyers will not be representing any other purchasers
of the Series 1995 Bonds as a part of the above-captioned lawsuit. If
you are a purchaser of the Series 1995 Bonds, you will need to initiate
your own action if you wish to seek relief against any of the Cities in
connection with your purchase of the Series 1995 Bonds. You are not a
party to the above-captioned lawsuit. It is possible that a delay on
your part will result in you losing your rights to pursue your claims.
If you are interested in taking any legal action in connection with your
purchase of the Series 1995 Bonds, you should consult with your own
lawyers immediately about doing so. Contact: Clerk of Court, Minnesota
612-664-5000


UNISYS: Stull, Stull Files Securities Suit In Pennsylvania
----------------------------------------------------------
The following is an announcement by the law firm of Stull, Stull &
Brody:

Notice is hereby given that a class action lawsuit was filed on Nov. 4,
1999, in the United States District Court for the Eastern District of
Pennsylvania on behalf of all persons who purchased the common stock of
Unisys (NYSE:UIS) between May 4, 1999 and Oct. 14, 1999.

The complaint charges that Unisys and three of its highest officers
violated Sections 10(b) and 20(a) of the Securities Exchange Act of
1934. The complaint alleges that defendants issued materially misleading
press releases purporting to describe large contracts with major
customers, which failed to reveal that the contracts were subject to
regulatory and other contingencies, and therefore could not be expected
to generate revenues in the near future. The complaint further alleges
that defendants utilized their inside information regarding the
artificial inflation of the company's stock price to sell significant
amounts of their personal Unisys stock holdings, for proceeds of over $
4 million. In addition, the complaint alleges that the artificial
inflation of the price of Unisys stock permitted the company to complete
an acquisition of Pulsepoint Communications for fewer shares of stock.

Plaintiff is represented by, among others, the law firm of Stull, Stull
& Brody. If you are a member of the class described above, you may, not
later than Dec. 21, 1999, move the Court to serve as lead plaintiff of
the class, if you so choose. In order to serve as lead plaintiff,
however, you must meet certain legal requirements. If you wish to
discuss this action or have any questions concerning this notice or your
rights or interests with respect to these matters, please contact Tzivia
Brody, Esq. at Stull, Stull & Brody by calling toll-free at
1-800-337-4983, or by e-mail at SSBNY@aol.com, or by fax at
212/490-2022, or by writing to Stull, Stull and Brody, 6 East 45th
Street, New York, NY 10017. TICKERS: NYSE:UIS


UNUMPROVIDENT CORP: Expects Consolidation Of Suits Re Merger In Maine
---------------------------------------------------------------------
UnumProvident Corp., defending itself against five class-action lawsuits
in connection with the merger that created the giant insurer, expects
the actions to be consolidated. Company spokeswoman Catherine Hartnett
said last Thursday that the suits, all filed since late September,
likely will be combined into one case in Maine. The suits were filed in
New York, Philadelphia and Maine.

The suits were brought after UnumProvident's stock price plunged
following the completion of the merger of Chattanooga-based Provident
Cos. and Unum Corp. of Portland, Maine, this summer. A day after
reporting weaker-than-expected earnings in August, the stock plunged
nearly 30 percent. Since that time, the stock has slid further, though
it has recovered somewhat lately. The company's stock price closed last
Thursday at $ 33.62, up 50 cents.

The suits contend that Provident and Unum issued false and misleading
statements before the merger, including understating reserves for
disability insurance claims and merger costs. The result was an
overstatement of UnumProvident and Unum's total assets, shareholders'
equity and net income, according to the suits.

Ms. Hartnett said it's not unusual to see such suits when a public
company experiences the kind of stock activity UnumProvident has had.
"We intend to defend those vigorously. They are without merit," she
said.

Meanwhile, plaintiffs in a 1997 lawsuit against Provident and the Paul
Revere Corp. saw some action last week. Attorneys in 45 state court
suits pending in Worcester Superior Court asked that UnumProvident be
added as a defendant. The suits stem from Provident's purchase of Paul
Revere and involve former managers and agents.

Ms. Hartnett had no comment on those suits, saying they are being
litigated. (Chattanooga Times And Free Press 11-5-1999)


WAR VICTIMS: WWII Mentally Ill Vets Sue Feds For Interest From Pension
----------------------------------------------------------------------
Mentally ill Second World War vets are suing the federal government for
as much as $ 1.3 billion in interest made off their disability pensions.
Veterans Affairs has managed the pensions of mentally unstable vets
through trust funds, keeping all interest made on investments.

The class-action lawsuit was launched by 85-year-old schizophrenic vet
Joseph Authorson in the Ontario Superior Court Oct. 26 to recover the
interest made on his pension, which was put under government control
after he was institutionalized in 1943. Lawyer Ray Colautti is inviting
other vets whose pensions were, or still are, in federally administered
trust funds to join in.

"There are some fundamental human rights that are at issue here,"
Colautti said. Colautti and other lawyers working on the suit estimate
there's at least 10,000 vets who could join it, pitting the cost to the
feds at about $ 1.3 billion. "A settlement could happen at any time," he
said. But if they have to go to court, Colautti said they'll base their
argument on a 1986 auditor general's report which criticized the
government for holding on to about $ 56 million in pensions without
paying the vets any interest.

The federal government settled a similar case out of court in 1990 by
handing out $ 135,000.

Reform MP Peter Goldring criticized the "betrayal," adding the feds are
always quick to collect interest on overdue taxes. "No caring and
competent trustee would manage a dependent's trust fund without
accounting for interest that should have been earned on outstanding
balances," said Goldring.

Meanwhile, Veterans Affairs Minister George Baker met with members of
the Canadian Merchant Navy Veterans Association of Canada to crunch
numbers and dissuade vet Ossie MacLean from launching another hunger
strike.

Baker fell short of making any promises, but did say he'll try to get
cabinet to approve a compensation package once it's been hammered out.

MacLean said he'll give Baker a chance to come up with a package, but
threatened a new hunger strike if he fails. (The Edmonton Sun 11-5-1999)



                               *********


S U B S C R I P T I O N  I N F O R M A T I O N

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Copyright 1999.  All rights reserved.  ISSN 1525-2272.

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