Wyeth · 10-K · For 12/31/02 · EX-99.3
Filed On 3/31/03 3:39pm ET · SEC File 1-01225 · Accession Number 5187-3-6
As Of Filer Filing As/For/On Docs:Pgs
3/31/03 Wyeth 10-K 12/31/02 22:336
Annual Report · Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K 2002 Annual Report on Form 10-K 58 208K
2: EX-4.4 Third Supplemental Indenture 8 55K
3: EX-10.5 Credit Agreement (3 Year) 57± 241K
4: EX-10.6 Credit Agreement (364-Day) 59± 244K
5: EX-10.19 Form of Stock Option Agreement (Phased Vesting) 3± 25K
6: EX-10.22 Form of Stock Option Agreement (Transferable) 6± 34K
7: EX-10.23 Rspa Agreement (Initial Award) 8± 40K
8: EX-10.24 Rspa Agreement (Subsequent Award) 7 36K
9: EX-10.25 Special Option Agreement (Essner) 4± 25K
10: EX-10.26 Special Rsa Agreement (Essner) 6± 31K
11: EX-10.27 Restricted Stock Award Agreement (Ruffolo) 6± 33K
12: EX-10.35 Directors Deferral Plan 11± 57K
13: EX-10.50 Ulf Wiinberg Loan Agreement 3± 21K
14: EX-12 Statement re: Computation of Ratios 2± 15K
15: EX-13 2002 Annual Report 77± 295K
16: EX-21 Subsidiaries of the Registrant 1 14K
17: EX-23 Consent of Experts or Counsel 1 14K
18: EX-99 Forward Looking Statement 3 24K
19: EX-99.3 Fifth Amendment to Class Action Settlement 7 47K
20: EX-99.4 Sixth Amendment to Class Action Settlement 7 31K
21: EX-99.13 906 Certification (Essner) 1 14K
22: EX-99.14 906 Certification (Martin) 1 14K
EX-99.3 · Fifth Amendment to Class Action Settlement
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IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA
------------------------------------
)
IN RE DIET DRUGS )
(PHENTERMINE/FENFLURAMINE/ ) MDL NO. 1203
DEXFENFLURAMINE) PRODUCTS )
LIABILITY LITIGATION )
)
------------------------------------)
)
THIS DOCUMENT RELATES TO: )
ALL ACTIONS )
)
------------------------------------)
SHEILA BROWN, et al. v. WYETH ) CIVIL ACTION NO. 99-20593
(formerly American Home Products )
Corporation) )
REVISED
FIFTH AMENDMENT TO NATIONWIDE CLASS
ACTION SETTLEMENT AGREEMENT WITH
AMERICAN HOME PRODUCTS CORPORATION
Dated: November 21, 2002
To facilitate the implementation of the Parties' intentions underlying
the November 18, 1999 Nationwide Class Action Settlement Agreement with American
Home Products Corporation, ("Settlement Agreement"), to aid in the prompt
payment of benefits to Class Members who are entitled to receive them, and to
clarify various matters and streamline certain procedures to enhance the
efficiency of claims administration, all for the benefit of the Settlement
Class, it is hereby stipulated and agreed among the Parties that, subject to the
approval of the Trial Court, the Settlement Agreement is amended as follows:
1. Disposition of Fund A Residual. In light of the passage of the Date
1 registration deadline on August 1, 2002, information regarding processing of
claims for Fund A benefits to date, and the number of claims filed, the Parties
acknowledge and agree that the Trust will have sufficient funds in Fund A to pay
Fund A benefits to eligible Class Members and that it is highly unlikely that
the total payments to be made by the Trust for Fund A benefits and the costs of
administering them will exceed the $1 billion deposited into Fund A by AHP
pursuant to Section III.B.1 of the Settlement Agreement. Accordingly, to
establish a fixed date for the transfer of Fund A to Fund B, to expedite the
payment of certain Fund A benefits, and to simplify the Trust's accounting
responsibilities, Section III.B.4 and Section III.B.5 [ASA p. 20] are deleted
and replaced in their entirety by the following:
4. Funds remaining in Fund A shall be transferred to Fund B as follows:
a. On the later of (i) January 31, 2003 or (ii) thirty days after
the date on which the Trial Court enters an Order approving the
Fifth Amendment to the Settlement Agreement, the Trust shall
transfer to Fund B all funds remaining in Fund A at such time.
The Date of this transfer shall be referred to as the "Merger
Date." After the Merger Date, Fund A shall be considered merged
into Fund B and the resulting fund shall be referred to as the
"Settlement Fund." Before making such transfer, the Trust shall
pay refunds under Section IV.A.1.d and reimbursements for
privately-obtained echocardiograms under Section IV.A.3.d to
those Diet Drug Recipients (or their associated Representative
Claimants) that the Trust has determined to be eligible for such
benefits by that time and any other benefits from Fund A as are
ready for payment at such time. The resulting amount transferred
from Fund A to Fund B pursuant to this Section III.B.4.a shall be
referred to as the "Fund A Transfer Amount."
b. After the Merger Date, all payments that otherwise would have
been properly payable out of Fund A for the payment or provision
of Fund A benefits under Section IV.A shall be made out of the
Settlement Fund. The Trust shall make all such payments as soon
as reasonably practicable after the Merger Date. If the balance
in the Settlement Fund at the time any such amounts are payable
is inadequate to fund the payments, AHP shall, within five
Business Days after receipt of a written request from the Trust,
deposit the necessary funds into the Settlement Fund. Amounts
deposited by AHP into the Settlement Fund for this purpose shall
not reduce the Maximum Available Fund B Amount or the Adjusted
Maximum Available Fund B Amount under Section I.1. AHP's
obligation for Fund A benefits and the cost of administering such
benefits shall not exceed $1 billion plus the amounts necessary,
if any, to pay or provide the additional medical services or cash
benefits under Section IV.A.1.c and Section IV.A.2.c to eligible
Class Members, provided that any amounts deposited by AHP into
the Settlement Fund for such purpose shall not reduce the Maximum
Available Fund B Amount.
c. As of the date on which the Trial Court enters an Order approving
the Fifth Amendment to the Settlement Agreement, the Trust and
the Settlement Fund shall be deemed to possess sufficient funds
to pay refunds under Section IV.A.1.d and reimbursements for
privately-obtained echocardiograms under Section IV.A.3.d, and
the Trustees shall pay such benefits to eligible Diet Drug
Recipients (or their associated Representative Claimants) within
forty-five days after the date on which the Trustees receive a
completed claim for such benefit, or within such other period as
the Trial Court may direct. After the Merger Date, the provisions
of this Section III.B.4.c shall supercede the provisions of
Section VI.C.3.l and Section VI.C.3.n regarding the time of
payment of such benefits.
d. After the Merger Date, the Fund A Transfer Amount also shall be
used by the Trust to pay Matrix Compensation Benefits under
Section IV.B. and administrative expenses of the Trust, in
addition to the payment and provision of Fund A benefits under
Section IV.A, until the balance in the Settlement Fund reaches
the Administrative Reserve to be maintained in the Settlement
Fund pursuant to Section III.C.3.b or Section III.C.4.e,
whereupon the Trust may resume funding the payment of Matrix
Compensation Benefits to eligible Class Members pursuant to
Settlement Fund Quarterly Notices or such other requests as
agreed upon by the Parties. The Fund A Transfer Amount will not
reduce the maximum obligation of AHP to make payments to Fund B
under Section III.C.
Section I.1 [ASA p. 2] is deleted and replaced in its entirety by the
following:
1. "Adjusted Maximum Available Fund B Amount" shall mean the amount
determined by adding the Fund A Transfer Amount to the Maximum
Available Fund B Amount as defined in this Section, and by then
subtracting from the resulting sum all amounts paid by the Trust out
of the Fund A Transfer Amount for any purpose. The "Maximum Available
Fund B Amount" shall mean the amount determined by adding
$2,550,000,000 and the Fund B Accretions and by then subtracting from
the resulting sum: (i) the Fund B Initial Payment under Section
III.C.2; (ii) all amounts paid or transferred by AHP to the Trustees
for deposit into Fund B or the Settlement Fund pursuant to Fund B
Quarterly Notices under Section III.C.3, pursuant to Requests for Fund
B AIO Payments under Section V.F.2, or pursuant to other payment or
deposit requests from the Trust for deposits into Fund B; and (iii)
Credits to which AHP is entitled under Section VII.A (Opt-Out Credits)
and Section VII.C.1.g (Cross-Claim Credits), provided that Initial
Opt-Out Credits (as defined in Section VII.A.2) and Back-End Opt-Out
Credits (as defined in Section VII.A.3) shall be applied to reduce the
Maximum Available Fund B Amount only when and as provided in Section
VII.A. "Fund B Accretions" shall be determined as follows: On the
first day of the first AIO Fiscal Quarter or Fiscal Quarter (whichever
is applicable) after the Final Judicial Approval Date or the date on
which it is determined that Final Judicial Approval will not be
obtained, the Trustees shall calculate a quarterly accretion to the
Maximum Available Fund B Amount which will be one and one-half percent
(1.5%) of the Maximum Available Fund B Amount determined as of the
close of the preceding AIO Fiscal Quarter or Fiscal Quarter, whichever
is applicable. Such accretions shall be added to the Maximum Available
Fund B Amount as of the day on which the accretion is calculated.
2. Conclusion of the Screening Program. To ensure that the benefits of the
Screening Program are delivered to all eligible Class Members and to clarify the
status of Class Members who receive an Echocardiogram after the close of the
Screening Period, Section I.49 [ASA p. 12] is deleted and replaced in its
entirety by the following:
49. "Screening Period" refers to the 12-month period beginning on the
Final Judicial Approval Date during which benefits shall be available
in the Screening Program. Class Members who have timely registered for
benefits by Date 1 and who are otherwise eligible for Screening
Program benefits may receive the Echocardiogram and associated
interpretative physician visit benefits after the end of this
Screening Period, provided that: (i) all such Echocardiograms must be
conducted no later than July 3, 2003, unless the Court, upon a showing
of good cause and due diligence by or on behalf of a Class Member or
group of Class Members, allows the Class Member or group of Class
Members to receive an Echocardiogram and associated interpretative
physician visit after such date; and (ii) any Class Member who
receives an Echocardiogram provided by the Trust after the end of the
Screening Period shall be considered to have been diagnosed during the
Screening Period for all purposes under this Settlement Agreement, and
shall have a period of 120 days after the date of the Echocardiogram
to exercise, if otherwise eligible, a right of Intermediate Opt-Out
under Section IV.D.3.b.
3. Maintenance of the Fund B Administrative Reserve. To clarify the level
of the Administrative Reserve to be maintained in Fund B, the following is added
to the end of Section III.C.3 [ASA p. 21]:
At any time that the total value of the Security Fund under Section
III.E.2 is equal to or greater than the Maximum Available Fund B
Amount, the Trustees shall limit requests for deposits for purposes of
maintaining the Administrative Reserve in Fund B to those sums that
the Trustees believe will be necessary to satisfy the reasonably
anticipated administrative expenses of the Trust for the Fiscal
Quarter in which the request is made.
4. Conformance of Fund B Sections to Merger Provisions. To provide for the
disposition of monies held by Fund B in conformance with amendments effecting
the merger of Fund A and Fund B, Section III.C.4.d [ASA p. 23] is deleted and
replaced in its entirety by the following:
d. After the Merger Date, Fund B shall be referred to as the
Settlement Fund, all references in this Settlement Agreement to
Fund B shall be read as referring to the "Settlement Fund" rather
than to "Fund B", and Fund B Quarterly Notices shall be known as
"Settlement Fund Quarterly Notices." After the Merger Date, the
Trust shall continue to maintain accurate records of the Maximum
Available Fund B Amount and the Adjusted Maximum Available Fund B
Amount for purposes of determining AHP's payment obligations to
Fund B and the Settlement Fund under Section III.C.4 and the
total amount available to the Trust to pay benefits to Class
Members and for the costs of administration of such benefits.
5. Timing of Deposits into Fund B or the Settlement Fund. To allow the
Parties to accelerate the payment of benefits to Class Members, the following is
added as new Section III.C.4.e [ASA p. 23]:
e. The Parties may agree in writing to a more frequent schedule for
the Fund B Quarterly Notices, Settlement Fund Quarterly Notices
(or such other notices as agreed upon by the Parties), and Fund B
Deposit Amounts paid by AHP into Fund B or the Settlement Fund
than the schedule provided in Section III.C.3, to eliminate or
reduce the administrative reserve in Fund B under Section
III.C.3.b, and to increase the principal value of the Security
Fund under Section III.E.2 to accommodate such adjustments. The
Parties shall report all such agreements to the Court. At any
time during which AHP is timely making deposits into Fund B on a
schedule at least as often as every two weeks, the Administrative
Reserve under Section III.C.3.b shall be no greater than $5
million. Funds held in the Administrative Reserve shall be
considered available for the payment of Matrix Compensation
Benefits as and when the Maximum Available Fund B Amount is $50
million or less, and/or in the Trust's calculation of the Final
Projected Amount under Section III.C.4.
6. Revisions to Security Fund Provisions. To accommodate any additions to
the Security Fund under the above amendment to Section III.C.4 of the Settlement
Agreement, and to provide additional security for the Settlement Class, Section
III.E.2 and Section III.E.3 [ASA pp. 24-25] are deleted and replaced in their
entirety by the following:
2. Fifteen days after the Final Judicial Approval Date, or the first
Business Day thereafter if such fifteenth day is not a Business
Day, AHP shall establish and thereafter maintain, subject to all
the provisions of this Section III.E, a fund (the "Security
Fund") consisting of cash and high-grade marketable commercial
securities (which shall consist of the "Permitted Investments,"
defined herein) selected by AHP having a principal value equal to
$370 million. If at any time the Administrative Reserve in Fund B
under Section III.C.3 is required to be no greater than $5
million, AHP shall deposit into and maintain in the Security Fund
cash and/or Permitted Investments having a principal value equal
to $45 million and if, after such deposit, AHP deposits funds to
increase the Administrative Reserve above $5 million, AHP shall
be entitled to withdraw from the Security Fund assets and/or cash
equal in value to such Administrative Reserve deposits, not to
exceed $45 million. Fifteen days after the Merger Date, or the
first Business Day thereafter if the fifteenth day is not a
Business Day, AHP shall deposit cash and/or Permitted Investments
into the Security Fund having a principal value equal to 80% of
the Fund A Transfer Amount, less any amounts deposited into the
Security Fund by AHP before such time (other than the original
$370 million deposit and the $45 million deposit referred to
above) (the "Merger Security Deposit"). AHP may satisfy its
obligation to make the Merger Security Deposit by causing a
wholly-owned subsidiary of AHP to deposit assets of the
subsidiary consisting of cash and/or Permitted Investments into
the Security Fund, provided that (i) such subsidiary becomes a
primary obligor together with AHP for AHP's funding obligations
under the Settlement Agreement to the extent of 110% of the
Merger Security Deposit; and (ii) AHP provides to Class Counsel a
written opinion satisfactory to Class Counsel that the Merger
Security Deposit by the subsidiary is a bona fide transaction
supported by good and valuable consideration, is a valid and
enforceable obligation of the subsidiary under applicable law,
and that the transfer will afford the Trust a valid and
enforceable security interest in the Merger Security Deposit to
secure to that extent AHP's payment obligations to the Trust
under the Settlement Agreement. Any other deposits agreed upon by
the Parties and approved by the Court under Section III.C.4.e
shall be added to the Security Fund. If the credit rating for AHP
as reported by both Moody's Investors Service and Standard &
Poor's Rating Services is below investment grade at any time
during which the Security Fund must be maintained hereunder, AHP
shall deposit additional cash and/or Permitted Investments
selected by AHP having an aggregate principal value of an
additional $180 million. For purposes of this Section III.E, the
term "Permitted Investments" shall mean any of the following: (a)
readily marketable direct obligations of the United States or any
agency or instrumentality thereof or obligations unconditionally
guaranteed by the full faith and credit of the United States,
maturing within 365 days of purchase (in the case of all such
obligations other than direct obligations of the United States
Treasury); (b) certificates of deposit or time deposits maturing
within 365 days of purchase with any commercial bank that (1) has
deposits insured by the Federal Deposit Insurance Corporation,
(2) is organized under the laws of the United States or any state
thereof, (3) has a minimum long-term rating of "A-3" (or the then
equivalent) by Moody's Investors Service and a long-term rating
of "A-" (or the then equivalent) by Standard & Poor's Rating
Services, and (4) has combined capital and surplus of at least
$10 billion; (c) commercial paper issued by any corporation
organized under the laws of any state of the United States and
rated at least "Prime-1" short-term (or the then equivalent
grade) and "A-1" long-term (or the then equivalent grade) by
Standard & Poor's Rating Services, in each case with a maturity
of not more than 180 days from the date of acquisition thereof;
or (d) investments, classified as current assets of AHP or any of
its subsidiaries under generally accepted accounting principles,
in money market investment programs registered under the
Investment Company Act of 1940, as amended, which are
administered by financial institutions that have the highest
rating obtainable from either Moody's Investors Service or
Standard & Poor's Rating Services, and the portfolios of which
are limited solely to investments of the character, quality and
maturity described in clauses (a), (b) or (c) of this definition.
3. If at any time the Security Fund Amount is greater than 110% of
the Maximum Available Fund B Amount, AHP may withdraw, at its
option, free of any lien under Section III.E.5, cash and/or
Permitted Investments from the Security Fund, provided that: (i)
the Security Fund Amount must at all times equal or exceed 110%
of the Maximum Available Fund B Amount; and (ii) AHP may make
such withdrawals from the Security Fund no more frequently than
once monthly. The Security Fund and the lien under Section
III.E.5 shall be terminated completely upon AHP's making the
Final Payment provided for in Section III.C.4.a.
In addition, Section III.E.5 [ASA p. 25] is deleted and replaced in its entirety
by the following:
5. AHP shall grant to the Trustees a perfected security interest in
the Security Fund as collateral for AHP's obligations under the
Settlement Agreement pursuant to the terms of a Security Fund and
Escrow Agreement in the form appended hereto as "Revised Exhibit
3." No later than the date of the Merger Security Deposit, AHP
(or its subsidiary as applicable) shall grant to the Trustees a
perfected security interest in the Merger Security Deposit in the
Security Fund as collateral for AHP's obligations under the
Settlement Agreement pursuant to the terms of the Security Fund
and Escrow Agreement attached hereto as "Revised Exhibit 3" or
such other Security Fund and Escrow Agreement as is agreed upon
by the Parties and approved by the Trial Court.
The "Revised Exhibit 3" is attached hereto as Exhibit A.
7. Settlement Fund Payment Obligations. To reflect the proper treatment of
the Fund A Transfer Amount as it relates to AHP's payment obligations to Fund B,
Section III.C.3.b [ASA pp.20-21], Section III.C.4.a [ASA p.21], Section
III.C.4.b(iv) [ASA pp. 22-23], Section V.F.2 [ASA p. 60], Section
VI.A.10.a(3)(v),(vii) [ASA p.70], Section VII.A.2.b,c [ASA p. 119], Section
VII.A.3 [ASA pp.119-20], Section VII.C.1.g [ASA pp. 126-27], and Section
VIII.E.1.b [ASA pp. 137-38] are amended so that all references to "Adjusted
Maximum Available Fund B Amount" in such Sections shall be replaced with
"Maximum Available Fund B Amount" instead.
8. Revised Articles and By-Laws of the Medical Research and Education Fund.
To update the Articles and By-Laws of the Medical Research and Education Fund,
"Exhibit 4", referred to in Section IV.A.3.a [ASA p. 31], is replaced with the
revised "Exhibit 4" attached to this Fifth Amendment as Exhibit B.
9. Timing of Requests for Credits. To clarify the time by which Wyeth shall
submit Requests for Credits, the following is added to Section VI.D [ASA p.
111]:
3. The RED FORM for a Request for a Credit for Initial
Opt-Out Credits and for Back-End Opt-Out Credits shall
be submitted by AHP to the Trustees and/or Claims
Administrator(s) postmarked on or before the later of:
(i) 180 days after the date that is five calendar years
after the Final Judicial Approval Date; or (ii) 180
days after the date of the payment by AHP to or for the
benefit of the Class Member for which AHP seeks the
Credit.
4. Within thirty days after the close of each calendar
quarter after December 31, 2002, through the quarter
that includes the date that is five calendar years
after the Final Judicial Approval Date, AHP shall
provide a written report to Class Counsel and the AHP
Settlement Trust of the approximate total dollar amount
of Back-End Opt-Out Credits under Section VII.A.3 that
it reasonably believes would arise from payments made
by AHP during the preceding calendar quarter to Class
Members.
10. Deferral of Back-End Opt-Out Credits. To maximize the funds available
to Class Members for the payment of Matrix Compensation Benefits and to defer
the administrative costs and delay associated with the processing of
applications for Credits, the last sentence of Section VII.A.3 [ASA p. 120] is
deleted and replaced in its entirety by the following:
Back-End Opt-Out Credits shall be applied to reduce the
Adjusted Maximum Available Fund B Amount upon the later of:
(i) the date that is five calendar years after the Final
Judicial Approval Date; or (ii) the date on which the
determination of the Back-End Opt-Out Credit becomes final
under Section VI.D.1.
11. Settlement of Subrogation Claims. To reflect the parties' understanding
that Matrix benefit payments should not be reduced on account of claims by
subrogees who have entered into settlement agreements with the parties, the
following is added as new Section VII.D.3 [ASA p.130]:
3. In the event that AHP and Class Counsel enter into a
settlement agreement with any subrogee in which the
subrogee releases its subrogation claims against AHP
and the Settlement Class, then after the effective date
of the Fifth Amendment to the Settlement Agreement,
notwithstanding any other provision of the Settlement
Agreement or any previous agreement relating to the
settlement of subrogation claims, no amount shall be
deducted from any Matrix Compensation Benefits payment
due to any Class Member on account of any subrogation
claim that has been or could be made by any such
subrogee with respect to the recovery of any Class
Member, and the Trust shall refund to a Class Member
any amount deducted from the Class Member's Matrix
Compensation Benefits for such purpose before the
effective date of the Fifth Amendment to the Settlement
Agreement.
12. Name Change to Wyeth. To update the Settlement Agreement to account for
the change of corporate name from American Home Products Corporation to Wyeth,
effective March 11, 2002, the following is added as new Section VIII.F.12 [ASA
p. 143]:
12. Beginning on March 11, 2002, all references in this
Settlement Agreement to "AHP" and "American Home
Products" (except for the references to AHP in "AHP
Settlement Trust") shall be deemed to refer to Wyeth.
This name change does not affect the implementation of
this Settlement Agreement or the AHP Settlement Trust.
13. Approval of this Amendment. The Parties promptly shall seek approval of
this Fifth Amendment by the Trial Court. This Fifth Amendment shall not become
effective unless and until the date of the entry of an Order by the Trial Court
approving of this Fifth Amendment.
IN WITNESS WHEREOF, the Parties have duly executed this Revised Fifth
Amendment to Nationwide Class Action Settlement Agreement between AHP and the
Class Representatives, by their respective counsel as set forth below, on
November 21, 2002.
(Signature Pages Follow)
WYETH (formerly AMERICAN HOME
PRODUCTS CORPORATION)
BY:_________________________________________
Louis L. Hoynes, Jr.
Executive Vice President and General Counsel
Date: ___________________________
CLASS COUNSEL
FOR THE PLAINTIFFS' MANAGEMENT
COMMITTEE:
------------------------------------ -----------------------------------
Arnold Levin, Esquire Gene Locks, Esquire
LEVIN, FISHBEIN, SEDRAN & BERMAN GREITZER & LOCKS
510 Walnut Street, Suite 500 1500 Walnut Street, 20th Floor
Philadelphia, PA 19106 Philadelphia, PA 19102
215-592-1500 800-828-3489
Date: ___________________________ Date: ___________________________
----------------------------------- -----------------------------------
Michael D. Fishbein, Esquire Sol H. Weiss, Esquire
LEVIN, FISHBEIN, SEDRAN & BERMAN ANAPOL SCHWARTZ WEISS COHAN
510 Walnut Street, Suite 500 FELDMAN & SMALLEY, P.C.
Philadelphia, PA 19106 1900 Delancey Place
215-592-1500 Philadelphia, PA 19103
215-735-2098
Date: ___________________________ Date: ___________________________
------------------------------------- -----------------------------------
Stanley Chesley, Esquire Charles R. Parker, Esquire
WAITE, SCHNEIDER, BAILESS & CHESLEY HILL & PARKER
1513 Central Trust Tower 5300 Memorial, Suite 700
Fourth & Vine Streets Houston, TX 77007-8292
Cincinnati, OH 45202 713-868-5581
513-621-0267
Date: ___________________________ Date: ___________________________
-------------------------------------
John J. Cummings, Esquire
CUMMINGS, CUMMINGS & DUDENHEFER
416 Gravier Street
New Orleans, LA 70130
504-586-0000
Date: ___________________________
FOR SUBCLASS 1(a): FOR SUBCLASS 1(b):
--------------------------------------- -----------------------------
Diane Nast, Esquire Richard Lewis, Esquire
ROD & NAST COHEN, MILSTEIN, HAUSFELD
801 Estelle Drive & TOLL
Lancaster, PA 17601 1100 New York Avenue, N.W.
712-892-3000 Suite 500, West Tower
Washington, D.C. 2005-3934
(202) 408-4600
Date: ___________________________ Date: ___________________________
FOR SUBCLASS 2(a): FOR SUBCLASS 2(b):
------------------------------------ -----------------------------------
Mark W. Tanner, Esquire R. Eric Kennedy, Esquire
FELDMAN, SHEPHERD & WOHLGELERNTER WEISMAN, GOLDBERG, WEISMAN &
1845 Walnut Street, 25th Street KAUFMAN
Philadelphia, PA 19103 1600 Midland Building
215-567-8300 101 Prospect Avenue West
Cleveland, OH 44115
216-781-1111
Date: ___________________________ Date: ___________________________
FOR SUBCLASS 3:
------------------------------------
Richard Wayne, Esquire
STRAUSS & TROY
The Federal Reserve Building
150 East 4th
Cincinnati, OH 45202-4018
513-621-2120
Date: ___________________________
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