Application for Qualification of a Trust Indenture — Form T-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: T-3 Application for Qualification of a Trust Indenture 21± 99K
8: EX-25 Exhibit 25.1 - Form T-1 8± 36K
2: EX-99 Exhibit T3B.2 - Amendment to By-Laws 1 5K
3: EX-99 Exhibit T3C - Indenture 80± 388K
4: EX-99 Exhibit T3D.1 - Stipulation 21± 98K
5: EX-99 Exhibit T3D.2 - Memorandum 46± 163K
6: EX-99 Exhibit T3D.3 - Order and Final Judgment 13± 64K
7: EX-99 Exhibit T3D.4 - Revised Order 5± 22K
Exhibit T3D.1
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF PENNSYLVANIA
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IN RE RITE AID CORPORATION SECURITIES X MASTER FILE NO.
LITIGATION : 99-CV-1349 (SD)
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: CLASS ACTION
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THIS DOCUMENT RELATED TO :
CLASS ACTIONS :
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STIPULATION AND AGREEMENT OF SETTLEMENT WITH
RITE AID SETTLING DEFENDANTS
This stipulation and agreement of settlement dated as of December 18,
2000 (the "Class Stipulation") is submitted pursuant to Rule 23 of the Federal
Rules of Civil Procedure. Subject to the approval of the above United States
District Court for the Eastern District of Pennsylvania (the "Court") this
Class Stipulation is entered into among Lead Plaintiffs John Tang, Jean
Vorpahl and Haim Aybar, and Ronald Tunny and Steve Couture, as Class
Representatives, in the Federal Class Action (as hereinafter defined), the
Class (as hereinafter defined), and Defendant Rite Aid Corporation ("Rite
Aid") and its current and former directors (the "Settling Defendants") (but
excluding former officers and directors Martin L. Grass, Timothy J. Noonan and
Frank M. Bergonzi). This Settlement does not settle any claims against
defendants Martin L. Grass, Timothy J. Noonan, Frank M. Bergonzi or KPMG, LLP
(the "Non-Settling Defendants"). The Settling Defendants and the Non-Settling
Defendants are collectively referred to as the "Defendants."
WHEREAS:
A. The following actions (collectively the "Actions") are pending
against Rite Aid:
(a) In re Rite Aid Corporation Securities Litigation, United
States District Court, E.D. Pa., Master File No. 99-CV-1349
(SD) (consolidated with class actions numbered: 99-1323,
99-1339, 99-1340, 99-1348, 99-1351, 99-1410, 99-1413,
99-1549, 99-1677, 99-1714, 99-1800, 99-1938, 99-1987,
99-2262, 99-5729, 99-5925, 99-6082) (the "Federal Class
Action");
(b) Laborers Local 1298 Annuity Fund, derivatively on behalf of
Rite Aid Corporation, United States District Court, E.D.
Pa., File No. 99-2493 (consolidated with case numbered:
99-5335) (the "Federal Derivative Action"); and
(c) In re Rite Aid Corporation Derivative Litigation vs. Alex
Grass, Rite Aid Corp., et al., Delaware Court of Chancery,
CA-l7440 (consolidated with cases numbered: 17471, 17489 and
17494) (the "Delaware Derivative Action");
B. The Third Consolidated Amended Class Action Complaint (the
"Complaint") filed in the Federal Class Action generally alleges, among other
things, that the Defendants issued, or caused Rite Aid to issue, false and
misleading press releases and other statements regarding Rite Aid's financial
condition during the period from May 2, 1997 through November 10, 1999,
inclusive (the "Class Period") in a scheme to artificially inflate the value
of Rite Aid's securities;
C. The Complaint further alleges that Plaintiffs and other Class
Members purchased Rite Aid's securities during the Class Period at prices
artificially inflated as a result of the Defendants' dissemination of false
and misleading statements regarding Rite Aid in violation of Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934, and Rule l0b-5 promulgated
thereunder;
D. The complaints in the Federal Derivative Action and the Delaware
Derivative Action (collectively the "Derivative Actions") generally allege
that Rite Aid's directors, including Alex Grass, Philip Neivert, Gerald Tsai,
Jr., William J. Bratton, Franklin C. Brown, Preston Robert Tisch, Leonard L.
Green, Nancy A. Lieberman, and Leonard N. Stern and Non-Settling Defendants
Martin L. Grass and Timothy J. Noonan, engaged in unlawful conduct which
exposed Rite Aid to massive losses and potential liabilities in violation of
their duties as directors, including alleged self-dealing transactions,
fraudulent business practices, fraudulent accounting practices and wasting
corporate assets on excessive compensation to Martin Grass. KPMG is alleged to
have participated in the fraud and to have misrepresented Rite Aid's 1997,
1998 and 1999 financial statements causing Rite Aid to be exposed to massive
liability and possible criminal sanctions, in addition to injury to Rite Aid's
reputation, business and goodwill.
E. The Settling Defendants deny any wrongdoing whatsoever and this
Class Stipulation shall in no event be construed or deemed to be evidence of
or an admission or concession on the part of any Settling Defendant with
respect to any claim or of any fault or liability or wrongdoing or damage
whatsoever, or any infirmity in the defenses that the Settling Defendants have
asserted. The parties to this Class Stipulation recognize, however, that the
litigation has been filed by Plaintiffs and defended by the Settling
Defendants in good faith and with adequate basis in fact under Federal Rule of
Civil Procedure 11, that the litigation is being voluntarily settled after
advice of counsel, and that the terms of this partial settlement are fair,
adequate and reasonable. This Class Stipulation shall not be construed or
deemed to be a concession by any Plaintiff of any infirmity in the claims
asserted in the Federal Class Action;
F. Plaintiffs' Counsel have conducted an investigation relating to
the claims and the underlying events and transactions alleged in the Federal
Class Action. Plaintiffs' Counsel have examined all filings by Rite Aid with
the Securities And Exchange Commission ("SEC") before, during and after the
Class Period, including recent filings made by Rite Aid with the SEC which
contain the current financial results for Rite Aid for fiscal year 2000 and
the first two quarters of fiscal year 2001. Based upon their review of the
recent SEC filings and other matters, Plaintiffs believe that, despite a
change in management, the company's current financial condition and liquidity
position is precarious;
G. Plaintiffs' counsel have investigated the amount of directors and
officers insurance which is available to satisfy the claims asserted in the
Actions and have consulted with an investment advisor to determine the
company's current and future cash flow position and prospects for an increase
in the market value of its stock price as a result of new management's
efforts;
H. Plaintiffs, by their counsel, have conducted discussions and arm's
length negotiations with counsel for Settling Defendants with respect to a
compromise and settlement of the Federal Class Action with a view to settling
the issues in dispute and achieving the best relief possible consistent with
the interests of the Class;
I. Plaintiffs' Counsel have analyzed the evidence adduced during
their factual investigation and have researched the applicable laws with
respect to the claims of Plaintiffs and the Class against the Settling
Defendants and the potential defenses thereto;
J. Plaintiffs and Settling Defendants in the Actions realize that the
litigation of the claims would entail substantial effort and expense and
Plaintiffs and Settling Defendants believes that the claims in the Actions are
best settled as set forth herein;
K. Plaintiffs in the Actions and in the Derivative Actions entered
into a Memorandum of Understanding dated November 8, 2000 with Settling
Defendants (the "MOU") providing for the settlement of the Actions and the
Derivative Actions under terms outlined therein;
L. Plaintiffs in the Derivative Actions and the Settling Defendants
are contemporaneously entering into a separate stipulation (the "Derivative
Stipulation") pursuant to which, among other things, the Derivative Actions
will be dismissed as against the Settling Defendants in exchange for a payment
of $5,000,000 by the officers and directors' insurer to Rite Aid, which sum
Rite Aid is using in part to settle this Federal Class Action. This Class
Stipulation is conditioned upon approval of the dismissal of the Derivative
Actions as against the Settling Defendants, and the Derivative Stipulation is
conditioned upon the approval of this Class Stipulation. A true and correct
copy of the Derivative Stipulation is annexed hereto as Exhibit C.;
M. Based upon their investigation and discovery and information as
set forth above, Plaintiffs' counsel have concluded that the terms and
conditions of this Class Stipulation are fair, reasonable and adequate to
Plaintiffs and the Class, and in their best interests, and have agreed to
settle the claims raised in the Federal Class Action, as against the Settling
Defendants only, pursuant to the terms and provisions of this Class
Stipulation, after considering (a) the substantial benefits that Plaintiffs
and the members of the Class shall receive from partial settlement of the
Actions, (b) the attendant risks of litigation, including without limitation
the risks relating to the financial condition of Rite Aid and the effect that
continued litigation against Rite Aid might have on that condition, and (c)
the desirability of permitting the Settlement to be consummated as provided by
the terms of this Class Stipulation.
NOW THEREFORE, is without any admission or concession on the part of
Plaintiffs of any lack of merit of the Actions whatsoever, and without any
admission or concession of any liability or wrongdoing or lack of merit in the
defenses whatsoever by the Settling Defendants, it is hereby STIPULATED AND
AGREED, by and among the parties to this Class Stipulation, through their
respective attorneys, subject to approval of the Court pursuant to Rule 23(e)
of the Federal Rules of Civil Procedure, and subject to dismissal of the
Derivative Actions pursuant to the Derivative Stipulation, in consideration of
the benefits flowing to the parties hereto from the Settlement, that all
Settled Claims (as defined below) as against the Released Parties (as defined
below) shall be compromised, settled, released and dismissed with prejudice,
upon and subject to the following terms and conditions:
CERTAIN DEFINITIONS
1. As used in this Class Stipulation, the following terms shall have
the following meanings:
(a) "Authorized Claimant" means a Class Member who submits a
timely and valid Proof of Claim form to the Claims Administrator.
(b) "Claims Administrator" means the firm of Gilardi & Co.
LLC which shall administer the Settlement.
(c) "Class" and "Class Members" means, for the purposes of
this Class Stipulation only, all persons who purchased(1) Rite Aid
securities(2) on the open market during the period from May 2, 1997 through
November 10, 1999, inclusive and who suffered damages thereby. Excluded from
the Class are: Defendants in these Actions, members of the immediate families
(parents, siblings and children) of each of the individual Defendants, any
person, firm, trust, corporation, entity in which any Defendant has a
controlling interest, the officers, directors, parents, subsidiaries and
affiliates of any corporate Defendant, the partners and principals of any
partnership defendant, and the legal representatives, heirs, successors in
interest or assigns of any such excluded party. Also excluded from the Class
are any putative Class Members who exclude themselves by filing a request for
exclusion in accordance with the requirements set forth in the Notice.
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(1) A sale or writing of a Put Option on Rite Aid common stock shall be deemed
to be a purchase of Rite Aid securities for purposes of the Settlement.
(2) "Rite Aid securities" includes common stock, Call Options on Rite Aid
common stock, Put Options on Rite Aid common stock, and the following Rite
Aid Notes: 5 1/4% Notes due 09/15/02, issued 9/10/97; 6.7% Notes due
12/15/01 issued 12/20/96; 6-7/8% Notes due 08/15/13 issued 08/23/93; 7-1/8%
Notes due 01/15/07 issued 12/20/96; 7-5/8% Notes due 04/15/05 issued
04/20/95; 7.7% Notes due 02/15/27 issued 12/20/96; 5.5% Notes due 12/15/00
issued 12/21/98; 6.0% Notes due 10/1/03 issued 9/22/98; 6.0% Notes due
12/15/05 issued 12/21/98; 6.125% Notes due 12/15/08 issued 12/21/98;
6.875% Notes due 12/15/28 issued 12/21/98.
(d) "Class Period" means, for the purposes of this Class
Stipulation only, the period of time from May 2, 1997 through November 10,
1999, inclusive.
(e) "Effective Date of Settlement" or "Effective Date" means
the date upon which the Settlement contemplated by this Class Stipulation
shall become effective, as set forth in paragraph 23 below.
(f) "Notice" means the Notice of Pendency of Class Action,
Hearing On Proposed Partial Settlement and Attorneys' Fee Petition and Right
to Share in Settlement Fund, which is to be sent to members of the Class
substantially in the form attached hereto as Exhibit 1 to Exhibit A,
(g) "Order and Final Judgment" means the proposed order to
be entered approving the Settlement substantially in the form attached hereto
as Exhibit B.
(h) "Preliminary Order In Connection With Settlement
Proceedings" means the proposed order preliminarily approving the Settlement
and directing notice thereof to the Class substantially in the form attached
hereto as Exhibit A.
(i) "Plaintiffs' Counsel" means Plaintiffs' Co-Lead Counsel
and all of the other attorneys representing Plaintiffs in the Federal Class
Action, as listed at the end of this Class Stipulation.
(j) "Plaintiffs' Co-Lead Counsel" means the law firms of
Milberg Weiss Bershad Hynes & Lerach LLP ("Milberg Weiss"), and Berger &
Montague, P. C. ("Berger Montague").
(k) "Prime Rate" means the prime rate as published in The
Wall Street Journal.
(l) "Publication Notice" means the summary notice of
proposed Settlement and hearing for publication substantially in the form
attached as Exhibit 3 to Exhibit A.
(m) "Released Parties" means any and all of the Settling
Defendants and their respective predecessors, successors, affiliates,
officers, attorneys, agents, insurers, and assigns, and any professional
partnerships and affiliated partnerships of which any individual Settling
Defendant is a partner and each partner in such partnership (but excluding the
Non-Settling Defendants).
(n) "Settled Claims" means all claims, rights, demands,
suits, matters, issues or causes of action, whether known or unknown, against
the Released Parties, whether under state or federal law including the federal
securities laws, and whether directly, indirectly, derivatively,
representatively or in any other capacity, in connection with, based upon,
arising out of, or relating to any claim that has been or could be raised in
the Actions or the acts, facts or events alleged in the Actions or in
connection with, based upon, arising out of, or relating to the Settlement
(but excluding any claims to enforce the terms of the Settlement).
(o) "Settling Defendants" means Rite Aid and its current and
former directors (other than Martin L. Grass, Timothy J. Noonan and Frank M.
Bergonzi).
(p) "Settled Defendants' Claims" means all claims relating
to the institution or prosecution of the Actions.
(q) "Settlement" means the settlement contemplated by this
Class Stipulation.
(r) "Settling Defendants' Counsel" means the law firm of
Ballard Spahr Andrews & Ingersoll, LLP ("Ballard Spahr").
SCOPE AND EFFECT OF SETTLEMENT
2. The obligations incurred pursuant to this Class Stipulation shall
be in full and final disposition of the Federal Class Action, as against the
Settling Defendants only, and any and all Settled Claims as against all
Released Parties and any and all Settled Defendants' Claims. The Actions shall
not be dismissed or settled with respect to the Non-Settling Defendants.
3. (a) Upon the Effective Date of this Settlement, Plaintiffs
and members of the Class on behalf of themselves, and their respective
predecessors, successors, affiliates, heirs, executors, administrators,
successors and assigns, and any persons they represent, shall, by operation of
the Order and Final Judgment, with respect to each and every Settled Claim,
release and be deemed to release and forever discharge, and shall forever be
enjoined from prosecuting, any Settled Claims against any of the Released
Parties.
(b) Upon the Effective Date of this Settlement, each of the
Settling Defendants, on behalf of themselves and the Released Parties, shall,
by operation of the Order and Final Judgment, release and be deemed to release
and forever discharge each and every of the Settled Defendants' Claims, and
shall forever be enjoined from prosecuting the Settled Defendants' Claims.
THE SETTLEMENT CONSIDERATION
4. (a) Pursuant to the Derivative Stipulation, in full and
final settlement of the Derivative Actions (but excluding any derivative clams
against the Non-Settling Defendants), Rite Aid's insurers shall pay five
million dollars ($5,000,000) for the benefit of Rite Aid towards the
settlement of the Federal Class Action as against Rite Aid.
(b) In accordance with the MOU, Rite Aid has caused its
insurers to pay forty-three million five hundred thousand dollars
($43,500,000) in cash (the "Cash Settlement Amount") into an interest-bearing
account (the "Cash Settlement Account") at First Union National Bank. The Cash
Settlement Amount includes the amount payable pursuant to paragraph 4(a)
above. In order to withdraw any funds from the Cash Settlement Account, three
signatures shall be required, one from each of the following three groups (i)
Sherrie R. Savett or Daniel Berger of Berger Montague, (ii) David J. Bershad
or Melvyn I. Weiss of Milberg Weiss, and (iii) Alan J. Davis or William A.
Slaughter of Ballard Spahr.
(c) In addition, Rite Aid shall deliver shares of Rite Aid
common stock (the "Stock Consideration") equal to either: (i) 20 million
shares (as adjusted to reflect any intervening splits or dividends on such
common stock since June 30, 2000) or (ii) that number of shares having a value
of one hundred forty-nine million five hundred thousand dollars ($149,500,000)
based upon the average closing price of Rite Aid common stock (the "Base
Price") as traded on the New York Stock Exchange for the ten (10) trading days
immediately following the earlier of (A) the date Rite Aid reports its
financial results for its third quarter ending November 30, 2001, or (B)
January 15, 2002 (the "Valuation Period"). The choice between (i) and (ii)
above shall be made at the election of Plaintiffs' Co-Lead Counsel, which
election shall be made within five (5) business days after the last trading
day in the Valuation Period (the "Election Date").
(d) If Plaintiffs elect the 4(c)(ii) option regarding the
Stock Consideration described above, and if the Base Price is less that $7.75
per share, Rite Aid will have the right to fund the Stock Consideration (i) in
any combination of cash and stock, or (ii) in any combination of cash, stock
and short term debt instruments as Rite Aid shall propose, provided that
Plaintiffs' Co-Lead Counsel, in consultation with a reputable financial
expert, determine that in their reasonable judgment that such substitute
consideration is equal in value to the Stork Consideration. Five (5) business
days after the Election Date, Rite Aid will give to Plaintiffs' Co-Lead
Counsel the necessary documents to evaluate the substitute consideration. Any
substitute consideration shall accrue interest from October 15, 2001 at the
Prime Rate then in effect and thereafter as it may change from time to time
until such time as it is paid.
(e) Rite Aid shall deliver the Stock Consideration in freely
tradeable shares of Rite Aid common stock or debt instruments (the "Settlement
Securities") for the benefit of the Class upon Plaintiffs' Co-Lead Counsel's
instructions. Rite Aid shall either register the Settlement Securities to be
delivered for the benefit of the Class or shall provide its counsel's
certification that the shares are exempt from registration and are therefore
freely tradeable. Rite Aid agrees to issue and deliver such shares on the
instructions of Plaintiffs' Co-Lead Counsel, in whole or in part and from time
to time as instructed by Plaintiffs' Co-Lead Counsel. Plaintiffs' Co-Lead
Counsel shall have the right to sell any and all of such shares and to deposit
the proceeds into the Cash Settlement Account for the benefit of the Class.
The Settlement Securities in the form of common stock shall also be
appropriately adjusted to account for any splits or dividends on Rite Aid
common stock not authorized as of June 30, 2000. As of the date hereof and
until the Settlement Securities are actually distributed, the Settlement
Securities shall be treated the same as all other issued and outstanding
securities of like kind of Rite Aid as of November 8, 2000, including in the
event of any merger or sale of Rite Aid, or sale or distribution of all or
substantially all of Rite Aid's assets, or other extraordinary event affecting
the capital structure of Rite Aid.
(f) Rite Aid shall assign to the Lead Plaintiffs, on behalf
of the Class, any and all claims that Rite Aid has against the Non-Settling
Defendants.
(g) The Cash Settlement Amount and any interest earned
thereon, and the Settlement Securities (or the proceeds of the sale of any or
all of such securities, if sold, and the interest and any dividends thereon)
shall be the Gross Settlement Fund.
5. (a) The Gross Settlement Fund, net of any Taxes (as defined
below) on the income thereof, shall be used to pay (i) the Notice and
Administration Costs referred to in paragraph 7 hereof, (ii) the attorneys'
fee and expense award referred to in paragraph 8 hereof, (iii) the remaining
administration expenses referred to in paragraph 9 hereof. The balance of the
Gross Settlement Fund after the above payments shall be the "Net Settlement
Fund" which shall be distributed to the Authorized Claimants as provided in
paragraphs 10-12 hereof. All funds held in the Gross Settlement Fund shall be
deemed to be in the custody of the Court and shall remain subject to the
jurisdiction of the Court until such time as the funds shall be distributed or
returned to Rite Aid, or its insurers if paid by such insurers, pursuant to
this Class Stipulation and/or further order of the Court. Any funds in excess
of $100,000 held in the Cash Settlement Account shall be invested in short
term United States Agency or Treasury Securities, directly or indirectly
through a fund. Any funds held in escrow in an amount of less than $100,000
may be held in an interest bearing bank account insured by the FDIC. The
parties hereto agree that the Settlement Fund is intended to be a Qualified
Settlement Fund within the meaning of Treasury Regulation Section 1.468B-l and
that Berger Montague, Milberg Weiss and Ballard Spahr, as administrators of
the Settlement Fund within the meaning of Treasury Regulation Section
1.468B-2(k)(3), shall be responsible for filing tax returns for the Settlement
Fund and paying from the Settlement Fund any Taxes owed with respect to the
Settlement Fund. Settling Defendants' Counsel agree to provide promptly to the
administrators the statement described in Treasury Regulation Section
1.468B-3(e). After the Effective Date, Ballard Spahr shall resign as a
co-signatory on the Cash Settlement Account and as an administrator the
Settlement Fund and Berger Montague and Milberg Weiss shall be the
co-signatories and administrators.
(b) All (i) taxes on the income of the Settlement Fund and
(ii) expenses and costs incurred in connection with the taxation of the
Settlement Fund (including, without limitation, expenses of tax attorneys and
accountants) (collectively "Taxes") shall be paid out of the Gross Settlement
Fund, shall be considered to be a cost of administration of the settlement and
shall be timely paid from the Cash Settlement Account without prior Order of
the Court.
ADMINISTRATION
6. The Claims Administrator shall administer the Settlement under
Plaintiffs' Co-Lead Counsel's supervision and subject to the jurisdiction of
the Court. Except as stated in paragraph 14 hereof, Settling Defendants shall
have no responsibility for the administration of the Settlement and shall have
no liability to the Class in connection with such administration Settling
Defendants' Counsel shall cooperate in the administration of the Settlement to
the extent reasonably necessary to effectuate its terms, including providing
all information from Rite Aid's transfer records concerning the identity of
Class Members and their transactions.
7. Plaintiffs' Co-Lead Counsel may expend from the Cash Settlement
Account, without further approval from the Settling Defendants or the Court,
up to the sum of $100,000 to pay the reasonable costs and expenses associated
with the administration of the Settlement, including without limitation, the
costs of identifying members of the Class and effecting mail Notice and
Publication Notice. Ballard Spahr shall promptly authorize any payments up to
a total of $100,000 requested by Plaintiffs' Co-Lead Counsel for such costs
and expenses. Such amounts shall include, without limitation, the actual costs
of publication, printing and mailing the Notice, reimbursements to nominee
owners for forwarding notice to their beneficial owners, and the
administrative expenses incurred and fees charged by the Claims Administrator
in connection with providing notice and processing the submitted claims. If
the Settlement is not consummated, a refund will be made only of non-expended
amounts.
ATTORNEYS' FEES AND EXPENSES
8. (a) Plaintiffs' Counsel shall apply to the Court for an
award from the Gross Settlement Fund of attorneys' fees not to exceed
one-third (33 1/3%) of the Gross Settlement Fund and reimbursement of expenses,
plus interest. Such attorneys' fees, expenses, and interest as are awarded by
the Court shall be paid from the Gross Settlement Fund to Plaintiffs' Co-Lead
Counsel no less than three business days after an award is entered,
notwithstanding the existence of any timely filed objections thereto, or
potential for appeal therefrom, or collateral attack on the settlement or any
part thereof, subject to Plaintiffs' Counsel's obligation to make appropriate
refunds or repayments to the Settlement Fund plus accrued interest at the same
net rate as is earned by the Gross Settlement Fund, if and when, as a result
of any appeal and/or further proceedings on remand, or successful collateral
attack, the fee or cost award is reduced or reversed. If the fee award is paid
prior to the Effective Date, then Berger Montague and Milberg Weiss shall
provide undertakings satisfactory to the Settling Defendants to repay such
fees if the Settlement is not finally approved on appeal or the fee award is
later modified or reversed for any reason.
(b) Any order or proceedings relating to the fee and expense
applications or any appeal from any order relating thereto or reversal or
modification thereof, shall not operate to terminate or cancel this Class
Stipulation or the Settlement or affect the finality of any Final Judgment
approving the Class Stipulation or the Settlement of the Federal Class Action.
ADMINISTRATION EXPENSES
9. Plaintiffs' Counsel will apply to the Court, on notice to Settling
Defendants' Counsel, for an order (the "Class Distribution Order") approving
the Claims Administrator's administrative determinations concerning the
acceptance and rejection of the claims submitted herein and approving any fees
and expenses not previously applied for, including the fees and expenses of
the Claims Administrator and any administrative fees and expenses of counsel,
and, if the Effective Date has occurred, directing payment of the Net
Settlement Fund to Authorized Claimants.
DISTRIBUTION TO AUTHORIZED CLAIMANTS
10. The Claims Administrator shall determine each Authorized
Claimant's pro rata share of the Net Settlement Fund based upon each
Authorized Claimant's Recognized Claim (as defined in the Plan of Allocation
described in the Notice annexed hereto as Exhibit 1 to Exhibit A, or in such
other Plan of Allocation as the Court approves).
11. The Plan of Allocation proposed in the Notice is not a necessary
term of this Class Stipulation and it is not a condition of this Class
Stipulation that any particular plan of allocation be approved.
12. (a) Each Authorized Claimant shall be allocated a pro rata
share of the cash portion of the Net Settlement Fund based on his or her
Recognized Claim compared to the total Recognized Claims of all accepted
claimants. This is not a claims-made settlement. The Settling Defendants shall
not be entitled to get back any of the settlement monies once the Settlement
becomes final. The Defendants shall have no involvement in reviewing or
challenging claims.
(b) To the extent not previously distributed in accordance
with instructions from Plaintiffs' Co-Lead Counsel, Rite Aid shall cause the
Settlement Securities in the Net Settlement Fund to be distributed to the
members of the Class in proportion to the Authorized Claimants Recognized
Claims as determined by the Claims Administrator. No fractional shares of Rite
Aid common stock shall be issued and no shares shall be issued to any
Authorized Claimant who would not be entitled to receive at least five (5)
shares based on the initial proration of shares to Authorized Claimants. No
adjustment will be made in the cash distributions for fractional shares nor
for the minimum number of shares. Rite Aid shall pay cash to any Authorized
Claimant is who would otherwise be entitled to receive a short term debt
instrument with a face value of $50 or less
ADMINISTRATION OF THE SETTLEMENT
13. Any member of the Class who does not submit a valid Proof of
Claim shall not be entitled to receive any of the proceeds from the Net
Settlement Fund but will otherwise be bound by all of the terms of this Class
Stipulation and the Settlement, including the terms of the Judgment to be
entered in the Federal Class Action and the releases provided for herein, and
will be barred from bringing any action against the Released Parties
concerning the Settled Claims.
14. Plaintiffs' Co-Lead Counsel shall be responsible for supervising
the administration of the Settlement and allocation of the Net Settlement Fund
by the Claims Administrator. Except for their obligation to pay the Cash
Settlement Amount, to cooperate in the production of information with respect
to the identification of Class Members from the Rite Aid's shareholder
transfer records, to provide information with respect to the evaluation of any
proposed substitute consideration, as provided herein, and to issue and
distribute the Settlement Securities in accordance with the instructions to be
provided by Plaintiffs' Co-Lead Counsel and/or the Claims Administrator,
Settling Defendants shall have no liability, obligation or responsibility for
the administration of the Settlement or allocation of the Net Settlement Fund.
Plaintiffs' Co-Lead Counsel shall have the right, but not the obligation, to
waive what they deem to be formal or technical defects in any Proofs of Claim
submitted in the interests of achieving substantial justice.
15. For purposes of determining the extent, if any, to which a Class
Member shall be entitled to be treated as an "Authorized Claimant," the
following conditions shall apply:
(a) Each Class Member shall be required to submit a Proof of
Claim (see attached Exhibit 2 to Exhibit A), supported by such documents as
are designated therein, including proof of the Claimant's loss, or such other
documents or proof as Plaintiffs' Co-Lead Counsel, in their discretion, may
deem acceptable;
(b) All Proofs of Claim must be submitted by the date
specified in the Notice unless such period is extended by Order of the Court.
Any Class Member who fails to submit a Proof of Claim by such date shall be
forever barred from receiving any payment pursuant to this Class Stipulation
(unless, by Order of the Court, a later submitted Proof of Claim by such Class
Member is approved), but shall in all other respects be bound by all of the
terms of this Class Stipulation and the Settlement including the terms of the
Judgment to be entered in the federal Class Action and the releases provided
for herein, and shall be barred from bringing any action against the Released
Parties concerning the Settled Claims. Provided that it is received before the
motion for the Class Distribution Order is filed, a Proof of Claim shall be
deemed to have been submitted when posted, if received with a postmark
indicated on the envelope and if mailed by first-class mail, postage prepaid,
and addressed in accordance with the instructions thereon. In all other eases,
the Proof of Claim shall be deemed to have been submitted when actually
received by the Claims Administrator;
(c) Each Proof of Claim shall be submitted to and reviewed
by the Claims Administrator, under the supervision of Plaintiffs' Co-Lead
Counsel, who shall determine in accordance with this Class Stipulation the
extent, if any, to which each claim shall be allowed, subject to review by the
Court pursuant to subparagraph (e) below;
(d) Proofs of Claim that do not meet the submission
requirements may be rejected. Prior to rejection of a Proof of Claim the
Claims Administrator shall communicate with the Claimant in order to remedy
the curable deficiencies in the Proof of Claims submitted. The Claims
Administrator, under supervision of Plaintiffs' Co-Lead Counsel, shall notify,
in a timely fashion and in writing, all Claimants whose Proofs of Claim they
propose to reject in whole or in part, setting forth the reasons therefor, and
shall indicate in such notice that the Claimant whose claim is to be rejected
has the right to a review by the Court if the Claimant so desires and complies
with the requirements of subparagraph (e) below;
(e) If any Claimant whose claim has been rejected in whole
or in part desires to contest such rejection, the Claimant must, is within
twenty (20) days after the date of mailing of the notice required in
subparagraph (d) above, serve upon the Claims Administrator a notice and
statement of reasons indicating the Claimant's grounds for contesting the
rejection along with any supporting documentation, and requesting a review
thereof by the Court. If a dispute concerning a claim cannot be otherwise
resolved, Plaintiffs' Co-Lead Counsel shall thereafter present the request for
review to the Court; and
(f) The administrative determinations of the Claims
Administrator accepting and rejecting claims shall be presented to the Court,
on notice to Settling Defendants' Counsel, for approval by the Court in the
Class Distribution Order.
16. Each Claimant shall be deemed to have submitted to the
jurisdiction of the Court with respect to the Claimant's claim, and the claim
will be subject to investigation and discovery under the Federal Rules of
Civil Procedure, provided that such investigation and discovery shall be
limited to that Claimant's status as a Class Member and the validity and
amount of the Claimant's claim. No discovery shall be allowed on the merits of
the Actions or Settlement in connection with processing of the Proofs of
Claim.
17. Payment pursuant to this Class Stipulation shall be deemed final
and conclusive against all Class Members. All Class Members whose claims are
not approved by the Court shall be barred from participating in distributions
from the Net Settlement Fund, but otherwise shall be bound by all of the terms
of this Class Stipulation and the Settlement, including the terms of the
Judgment to be entered in the Federal Class Action and the releases provided
for herein, and will be barred from bringing any action against the Released
Parties concerning the Settled Claims.
18. All proceedings with respect to the administration, processing
and determination of claims described by paragraph 15 of this Class
Stipulation and the determination of all controversies relating thereto,
including disputed questions of law and fact with respect to the validity of
claims, shall be subject to the jurisdiction of the Court.
19. The Net Settlement Fund shall be distributed to Authorized
Claimants by the Claims Administrator only after the Effective Date and after:
(i) all Claims have been processed, and all Claimants whose Claims have been
rejected or disallowed, in whole or in part, have been notified and provided
the opportunity to be heard concerning such rejection or disallowance; (ii)
all objections with respect to all rejected or disallowed claims have been
resolved by the Court, and all appeals therefrom have been resolved or the
time therefor has expired, (iii) all matters with respect to attorneys' fees,
costs, and disbursements have been resolved by the Court, all appeals
therefrom have been resolved or the time therefor has expired, and (iv) all
costs of administration have been paid.
TERMS OF PRELIMINARY ORDER
20. Promptly after this Class Stipulation has been fully executed,
Plaintiffs' Counsel and Settling Defendants' Counsel jointly shall apply to
the Court for entry of a Preliminary Order In Connection With Settlement
Proceedings (the "Preliminary Order"), substantially in the form annexed
hereto as Exhibit A.
TERMS OF ORDER AND FINAL JUDGMENT
21. The parties shall jointly request that the Court enter an Order
and Final Judgment in the form annexed hereto as Exhibit B, and this
Stipulation of Settlement shall not become effective until such time as an
Order and Final Judgment substantially in such form (with only such changes as
may be agreed to by Lead Plaintiffs and the Settling Defendants) is entered
and becomes final, as provided in Paragraph 23 hereof.
SUPPLEMENTAL AGREEMENT
22. Simultaneously herewith, Plaintiffs' Co-Lead Counsel and Settling
Defendants' Counsel are executing a "Supplemental Agreement" setting forth,
among other things, certain conditions under which this Class Stipulation may
be withdrawn or terminated by Settling Defendants if potential Class Members
who purchased in excess of a certain number shares of Rite Aid common stock
traded during the Class Period exclude themselves from the Class. The
Supplemental Agreement shall not be filed prior to the Settlement Fairness
Hearing unless a dispute arises as to its terms or Settling Defendants
exercise their rights thereunder. In the event of a withdrawal from this Class
Stipulation pursuant to the Supplemental Agreement, this Class Stipulation
shall become null and void and of no further force and effect and the
provisions of paragraph 26 shall apply. Notwithstanding the foregoing, the
Class Stipulation shall not become null and void as a result of the election
by the Settling Defendants to exercise their option to withdraw from the Class
Stipulation pursuant to the Supplemental Agreement until the conditions set
forth in the Supplemental Agreement have been satisfied.
EFFECTIVE DATE OF SETTLEMENT, WAIVER OR TERMINATION
23. The Effective Date of Settlement shall be the date when all the
following shall have occurred:
(a) entry of the Preliminary Order;
(b) approval by the Court of the Settlement, following
notice to the Class and a hearing, as prescribed by Rule 23 of the Federal
Rules of Civil Procedure;
(c) entry by the Court of an Order and Final Judgment, in
all material respects in the form set forth in Exhibit B annexed hereto (with
only such changes in form as may be accepted by Lead Plaintiffs and Settling
Defendants), and the expiration of any time for appeal or review of such Order
and Final Judgment, or, if any appeal is filed and not dismissed, after such
Order and Final Judgment is upheld on appeal in all maternal respects and is
no longer subject to review upon appeal or review by writ of certiorari; and
(d) entry by the courts in the Federal Derivative Action and
the Delaware Derivative Action of Orders of Final Judgment and Dismissal, in
all material respects in the form set forth in Exhibit D to the Derivative
Stipulation (with only such changes in form as may be accepted by the Settling
Defendants), and the expiration of any time for appeal or review of such
Orders of Final Judgment and Dismissal, or, if any appeal is filed and not
dismissed, after such Orders of Final Judgment and Dismissal are upheld on
appeal in all material respects and are no longer subject to review upon
appeal or review by writ of certiorari.
24. Settling Defendants and Plaintiffs shall each have the right to
terminate the Settlement and this Class Stipulation by providing written
notice of their election to do so ("Termination Notice") to all other parties
hereto within thirty (30) days of: (a) the Court's declining to enter the
Preliminary Order in any material respect; (b) the Court's refusal to approve
this Class Stipulation or any material part of it or to enter the Order and
Final Judgment in any material respect; or (c) the date upon which the Order
and Final Judgment is modified or reversed in any material respect. Settling
Defendants shall also have the right to terminate the Settlement and this
Class Stipulation by providing a written Termination Notice to all other
parties hereto within thirty (30) days of: (a) the refusal of the Court to
approve the Derivative Stipulation or any material part thereof or to enter
the Order of Final Judgment and Dismissal of the Federal Derivative Action in
any material respect; (b) the refusal of the Delaware Court to dismiss the
Delaware Derivative Action; or (c) the date on which either the Order of Final
Judgment and Dismissal of the Federal Derivative Action or Order dismissing
the Delaware Derivative Action is modified or reversed in any material
respect.
25. In the event Rite Aid fails to meet any of its payment
obligations as set forth above, Plaintiffs have the option of withdrawing from
and terminating this Settlement, suing to enforce their right to obtain
payment from Rite Aid pursuant to the MOU and/or this Class Stipulation, or on
the underlying claims, or any other remedies or relief to which they are
entitled.
26. Except as otherwise provided herein, in the event the Settlement
is terminated or fails to become effective for any reason, then the parties to
this Class Stipulation shall be deemed to have reverted to their respective
status in the Actions as of November 8, 2000 and, except as otherwise
expressly provided, the parties shall proceed in all respects as if this Class
Stipulation and any related orders had not been entered, and any portion of
the Settlement Amount previously paid by Settling Defendants, together with
any interest earned thereon, less any Taxes due with respect to such income,
and less costs of administration and notice actually incurred and paid or
payable from the Settlement Amount (not to exceed $100,000 without the prior
approval of Settling Defendants or the Court), shall be returned to Rite Aid
or its insurers, if paid by such insurers.
NO ADMISSION OF WRONGDOING
27. This Class Stipulation, whether or not consummated, and any
proceedings taken pursuant to it:
(a) shall not be offered or received against the Settling
Defendants or against the Plaintiffs or the Class as evidence of or construed
as or deemed to be evidence of any presumption, concession, or admission by
any of the Settling Defendants or by any of the Plaintiffs or the Class with
respect to the truth of any fact alleged by Plaintiffs or the validity of any
claim that had been or could have been asserted in the Actions or in any
litigation, or the deficiency of any defense that has been or could have been
asserted in the Actions or in any litigation, or of any liability, negligence,
fault, or wrongdoing of the Settling Defendants,
(b) shall not be offered or received against the Settling
Defendants as evidence of a presumption, concession or admission of any fault,
misrepresentation or omission with respect to any statement or written
document approved or made by any Settling Defendant, or against the Plaintiffs
and the Class as evidence of any infirmity in the claims of Plaintiffs and the
Class;
(c) shall not be offered or received against the Settling
Defendants or against the Plaintiffs or the Class as evidence of a
presumption, concession or admission with respect to any liability,
negligence, fault or wrongdoing, or in any way referred to for any other
reason as against any of the parties to this Class Stipulation, in any other
civil, criminal or administrative action or proceeding, other than such
proceedings as may be necessary to effectuate the provisions of this Class
Stipulation, provided, however, that if this Class Stipulation is approved by
the Court, Settling Defendants may refer to it to effectuate the liability
protection granted them hereunder;
(d) shall not be construed against the Settling Defendants
or the Plaintiffs and the Class as an admission or concession that the
consideration to be given hereunder represents the amount which could be or
would have been recovered after trial; and
(e) shall not be construed as or received in evidence as an
admission, concession or presumption against Plaintiffs or the Class or any of
them that any of their claims are without merit or that damages recoverable
under the Complaint would not have exceeded the Gross Settlement Fund.
BAR ORDER
28. It is an important element to the Settling Defendants'
participation in this Settlement that they and the Released Parties obtain the
fullest possible release from further liability to anyone relating to the
Settled Claims, and it is the intention of the parties to this Class
Stipulation that the Settlement documented herein eliminate all further risk
and liability of the Released Parties relating to the Settled Claims.
Accordingly, the parties agree:
(a) In accordance with paragraph 3 hereof, Plaintiffs and
the members of the Class shall release and be deemed to release the Released
Parties from all Settled Claims.
(b) In accordance with paragraph 21 hereof, the Order and
Final Judgment shall provide for the dismissal of the Settled Claims with
prejudice as to the Released Parties pursuant to F.R.Civ.P.54(b).
(c) The Order and Final Judgment shall, in accordance with
Section 4(f) of the Private Securities Litigation Reform Act of 1995 (the
"Reform Act"), 15 U.S.C. Section 78u-4(f)(7)(A), bar all claims for contribution
against the Released Parties, which claims shall be discharged as a matter of
law thereunder (the "Reform Act Bar Order").
(d) The Order and Final Judgment shall also, in accordance
with otherwise applicable federal and state law (including, without
limitation, 10 Del. C. Section 630b(b) and 42 Pa. Cons. Stat. Ann. Section
8327), bar all claims, however styled, whether for indemnification,
contribution or otherwise, based upon, arising out of or relating to the
Settled Claims which may be asserted by any of the Non-Settling Defendants
against any of the Released Parties, whether arising under federal, state or
common law (the "Complete Bar Order").
(e) To the extent (but only to the extent) not covered by
the Reform Act Bar Order and/or the Complete Bar Order, Plaintiffs further
agree that they and the Class will reduce or credit any judgment or settlement
(up to the amount of such judgment or settlement) they may obtain against any
Non-Settling Defendant by an amount equal to the amount of any final,
non-appealable judgment which any such Non-Settling Defendant may obtain
against any of the Released Parties based upon, arising out of, relating to,
or in connection with the Settled Claims or the subject matter thereof. Rite
Aid agrees that it will pay the costs of defending any such claim that may be
asserted against any Settling Defendant by a Non-Settling Defendant and will
not settle any such claim without the prior written consent of Plaintiffs'
Co-Lead Counsel, which consent shall not be unreasonably withheld. In the
event that a final judgment is entered in favor of Plaintiffs or the Class
against any Non-Settling Defendant before the adjudication of any such
Non-Settling Defendant's claim against any Released Party, any funds collected
on account of such judgment shall not be distributed to the Class, but shall
be set aside pending final adjudication of such claim.
(f) Plaintiffs and the Class will not settle any claim
against any Non-Settling Defendant without obtaining from such Non-Settling
Defendant the release of any claim such Non-Settling Defendant may have
against any of the Released Parties based upon, arising out of, relating to or
in connection with the Settled Claims or the subject matter thereof, provided
that each Settling Defendant shall execute a release in favor of such
Non-Settling Defendant which shall be identical in scope to the aforesaid
release from such Non-Settling Defendant in favor of the Settling Defendant.
The provisions of this paragraph 28 are intended to comply with the Reform Act
and with 10 Del. C. Section 6304(b), 42 Pa. Cons. Stat. Ann. Section 8327, and
applicable federal and state common law so as to preclude any liability of the
Released Parties to the Non-Settling Defendants for contribution,
indemnification or otherwise on any claim based upon, arising out of, or
relating to the Settled Claims, and any provision hereof inconsistent with the
requirements of such statutes and common law shall be void and of no
consequence and in place thereof it is agreed to substitute such other
provision, if any, as may be necessary to afford the Released Parties the
fullest protection from such claims permitted by laws. For purposes of this
paragraph 28 only, "Non Settling Defendants" shall include any person who
Plaintiffs may hereafter sue on any claim based upon, relating to or arising
out of the Settled Claims.
MISCELLANEOUS PROVISIONS
29. All of the exhibits attached hereto are hereby incorporated by
reference as though fully set forth herein.
30. If a case is commenced by or against Rite Aid under Title 11 of
the United States Code (bankruptcy) or a trustee, receiver or conservator is
appointed over Rite Aid under any similar laws and a final order is entered in
such proceeding determining the transfer of funds to the Escrow Account to be
voidable as a preference, fraudulent conveyance or other voidable transfer and
any material portion thereof required to be returned, then, at the election of
Plaintiffs' Co-Lead Counsel, the parties shall jointly move the Court to
vacate and set aside the Order and Final Judgment, to terminate this Class
Stipulation and to return the parties to their respective positions in the
litigation as of November 8, 2000.
31. The parties to this Class Stipulation intend the Settlement to be
a final and complete resolution of all disputes asserted or which could be
asserted by the Class Members against the Released Parties with respect to the
Settled Claims. Accordingly, Plaintiffs and the Settling Defendants agree not
to assert in any forum that the litigation was brought by Plaintiffs or
defended by the Settling Defendants in bad faith or without a reasonable
basis. The parties hereto shall assert no claims of any violation of Rule 11
of the Federal Rules of Civil Procedure relating to the prosecution, defense,
or settlement of the Federal Class Action by any of the Plaintiffs or Settling
Defendants or their counsel. The parties agree that the amount paid and the
other terms of the Settlement were negotiated at arm's length in good faith by
the parties, and reflect a settlement that was reached voluntarily after
consultation with experienced legal counsel.
32. This Class Stipulation may not be modified or amended, nor may
any of its provisions be waived except by a writing signed by all parties
hereto or their successors-in-interest.
33. The headings herein are used for the purpose of convenience only
and are not meant to have legal effect.
34. The administration and consummation of the Settlement as embodied
in this Class Stipulation shall be under the authority of the Court and the
Court shall retain jurisdiction for the purpose of entering orders providing
for awards of attorneys' fees and expenses to Plaintiffs' Counsel and
enforcing the terms of this Class Stipulation.
35. The waiver by one party of any breach of this Class Stipulation
by any other party shall not be deemed a waiver of any other prior or
subsequent breach of this Class Stipulation. 36. This MOU, the Class
Stipulation and its exhibits and the Supplemental Agreement constitute the
entire agreement among the parties hereto concerning the Settlement of the
Federal Class Action, and no representations, warranties, or inducements have
been made by any party hereto concerning this Class Stipulation and its
exhibits and the Supplemental Agreement other than those contained and
memorialized in such documents.
37. This Class Stipulation may be executed in one or more
counterparts. All executed counterparts and each of them shall be deemed to be
one and the same instrument provided that counsel for the parties to this
Class Stipulation shall exchange among themselves original signed
counterparts.
38. This Class Stipulation shall be binding upon, and inure to the
benefit of, the parties hereto, the released parties and their successors and
assigns of the parties hereto.
39. The construction, interpretation, operation, effect and validity
of this Class Stipulation, and all documents necessary to effectuate it, shall
be governed by the internal laws of the Commonwealth of Pennsylvania without
regard to conflicts of laws, except to the extent that federal law requires
that federal law governs.
40. This Class Stipulation shall not be construed more strictly
against one party than another merely by virtue of the fact that it, or any
part of it, may have been prepared by counsel for one of the parties, it being
recognized that it is the result of arm's-length negotiations between the
parties and all parties have contributed substantially and materially to the
preparation of this Class Stipulation.
41. All counsel and any other person executing this Class Stipulation
and any of the exhibits hereto, or any related settlement documents, warrant
and represent that they have the full authority to do so and that they have
the authority to take appropriate action required or permitted to be taken
pursuant to the Class Stipulation to effectuate its terms.
42. Plaintiffs' Co-Lead Counsel and Settling Defendants' Counsel
agree to cooperate fully with one another in seeking Court approval of the
Preliminary Order In Connection With Settlement Proceedings, the Class
Stipulation and the Settlement, and to promptly agree upon and, execute all
such other documentation as may be reasonably required to obtain final
approval by the Court and the Delaware Court of the Settlement.
DATED: December [ ], 2000
BALLARD SPAHR ANDREWS
& INGERSOLL, LLP
Alan J. Davis, Esq.
William A. Slaughter, Esq.
1735 Market Street, 51st Floor
Philadelphia, PA 19103
Counsel for the Settling Defendants
BERGER & MONTAGUE, P.C. MILBERG WEISS BERSHAD HYNES
& LEACH LLP
Sherrie R. Savett, Esq. David J. Bershad, Esq.
Robin Switzenbaum, Esq. William C. Fredericks, Esq.
Stuart J. Guber, Esq. Brian C. Kerr, Esq.
1622 Locust Street Susan M. Greenwood, Esq.
Philadelphia, PA 19103 One Pennsylvania Plaza
(215) 875-3000 New York, NY 10119
(212) 594-5300
[Enlarge/Download Table]
Co-Lead Counsel for Plaintiffs
Attorneys for Plaintiffs
Mel Lifschitz, Esq. Jeffrey H. Squire, Esq.
Robert J. Berg, Esq. Ira M. Press, Esq.
Bernstein Liebhard & Lifschitz Kirby McInerney & Squire, LLP
10 East 40th Street, 22nd Floor 830 Third Avenue
New York, NY 10016 New York, NY 10022
(212) 779-1414 (212) 371-6600
Andrew L. Barroway, Esq. Roberta Liebenberg, Esq.
Schiffrin & Barroway, LLP Liebenberg & White
Three Bala Plaza East, Suite 400 The Pavilion
Bala Cynwyd, PA 19004 261 Old York Road, Suite 810
(610) 667-7706 Jenkintown, PA 19046
(215) 481-0272
Deborah R. Gross, Esq. Vincent Cappucci, Esq.
Christopher T. Reyna, Esq. Robert N. Cappucci, Esq.
Law Offices Bernard M. Gross, P.C. Entwistle & Cappucci LLP
1500 Walnut Street, Sixth Floor 400 Park Avenue
Philadelphia, PA 19102 New York, NY 10022
(215) 561-3600 (212) 894-7200
Marc Henzel, Esq. David R. Scott, Esq.
Law Offices Marc S. Henzel Neil Rothstein, Esq.
210 W. Washington Square Scott & Scott
Third Floor 105 Norwich Avenue
Philadelphia, PA 19106 Colchester, CT 06415
(215) 625-9999 (860) 537-5537
Joshua N. Rubin, Esq. Marc Edelson, Esq.
Abbey, Gardy & Squitieri Hoffman & Edelson
212 East 39th Street 45 W. Court Street
New York, NY 10016 Doylestown, PA 18901
(212) 889-3700 (215) 230-8043
Stuart H. Savett, Esq. Robert M. Roseman, Esq.
Robert P. Frutkin, Esq. Spector & Roseman
Savett Frutkin Podell & Ryan, P.C. 1818 Market Street, Suite 2500
325 Chestnut Street, Suite 700 Philadelphia, PA 19103
Philadelphia, PA 19106 (215) 496-0300
(215) 923-5400
Kevin J. Yourman, Esq. Jonathan Shub, Esq.
Mathew Zevin, Esq. Sheller, Ludwig & Badey
Elizabeth P. Lin, Esq. 1528 Walnut Street, 3rd Floor
Weiss & Yourman Philadelphia, PA 19102
10940 Wilshire Blvd., 24th Floor (215) 790-7300
Los Angeles, CA 90024
(310) 208-2800
Joseph H. Weiss, Esq. Scott R. Shepherd, Esq.
Weiss & Yourman Shepherd & Geller, LLC
551 Fifth Avenue, Suite 1600 117 Gayley Street, Suite 200
New York, NY 10176 Media, PA 19063
(212) 682-3025 (610) 891-9880
Paul J. Geller, Esq. Myron Harris, Esq.
Shepherd & Geller, LLC South 106 - Park Towne Place
7200 West Camino Real, Suite 203 22nd & Benjamin Franklin Parkway
Boca Raton, FL 33433 Philadelphia, PA 19130
(561) 750-3000 (215) 567-5333
Jeffrey R. Krinsk, Esq. Charles J. Piven, Esq.
Arthur L. Shingler, Esq. Law Offices of Charles J. Piven
Finkelstein & Krinsk The World Trade Center - Baltimore
The Koll Center Suite 2525
501 West Broadway, Suite 1250 401 East Pratt Street
San Diego, CA 92101-3579 Baltimore, MD 21202
(619) 238-1333 (410) 332-0030
Michael D. Donovan, Esq. Curtis V. Trinko, Esq.
Donovan Miller, LLC Law Offices of Curtis V. Trinko, LLP
1608 Walnut Street, Suite 1400 16 West 46th Street, 7th Floor
Philadelphia, PA 19103 New York, NY 10036
(215) 732-6020 (212) 490-9550
Prongay & Borderud Kenneth A. Elan, Esq.
12121 Wilshire Boulevard, Suite 400 Law Offices of Kenneth E. Elan
Los Angeles, CA 90025 217 Broadway
New York, NY 10007
(212) 619-0261
Dennis J. Johnson, Esq. Francis J. Farina, Esq.
Law Offices of Dennis J. Johnson Law Offices of Francis J. Farina
1890 Williston Road 577 Gregory Lane
South Burlington, VT 05403 Devon, PA 19333
(802) 862-0330 (610) 695-9007
Marvin L. Frank, Esq. Steven E. Cauley, Esq.
Rabin & Peckel LLP Law Offices of Steven E. Cauley
275 Madison Avenue Suite 218, Cypress Plaza
New York, NY 10016 2200 N. Rodney Parham Road
(212) 682-1818 Little Rock, AR 72212
(501) 312-8500
Glen DeValerio, Esq. Jack G. Fruchter, Esq.
Jeffrey C. Block, Esq. Fruchter & Twersky
Berman, DeValerio & Pease LLP 60 East 42d Street, 47th Floor
One Liberty Squire New York, NY 10165
Boston, MA 02109 (212) 687-6655
(617) 542-8300
Fred T. Isquith, Esq. James V. Bashian, Esq.
Wolf Haldenstein Adler Freeman & Herz LLP Oren S. Giskan, Esq.
270 Madison Avenue Law Offices of James V. Bashian, P.C.
New York, NY 10016 500 Fifth Avenue, Suite 2700
(212) 545-4600 New York, NY 10110
(212) 921-4110
Richard D. Kranich, Esq.
Law Offices of Richard D. Kranich J. Dennis Faucher, Esq.
120 Broadway, Suite 1016 Michael C. Dell'Angelo, Esq.
New York, NY 10271 Bryan L. Clobes, Esq.
Miller Faucher and Cafferty LLP
One Penn Square West
30 South 15th Street, Suite 2500
Philadelphia, PA 19102
(215) 864-2800
Marc I. Gross, Esq.
Pomerantz Haudek Block Burton H. Finkelstein, Esq.
Grossman & Gross LLP Donald J. Enright, Esq.
100 Park Avenue Vincent D. Renzi, Esq.
New York, NY 10017-55 16 Finkelstein, Thompson & Loughran
(212) 661-1100 1055 Thomas Jefferson Street, N.W.
Suite 601
Washington, D.C. 20007
(202) 337-8000
Jaroslawicz & Jacobs
150 William Street Andrew M. Schatz, Esq.
New York, NY 10038 Schatz & Nobel, P.C.
(212) 227-2780 330 Main Street, 2nd Floor
Hartford, CT 06106-1852
Michael J. Boni, Esq. (860) 493-6292
Kohn, Swift & Graf, P.C.
1101 Market Street, Suite 2400
Philadelphia, PA 19107
(215) 238-1700
Dates Referenced Herein and Documents Incorporated by Reference
| This ‘T-3’ Filing | | Date | | Other Filings |
|---|
| |  |
| Filed on: | | 3/4/02 |
| | 1/15/02 | | 10-Q |
| | 11/30/01 |
| | 10/15/01 |
| | 12/18/00 |
| | 11/8/00 | | 8-K |
| | 6/30/00 |
| | 11/10/99 |
| | 5/2/97 |
| List all Filings |
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