Meran v. Tyco International, et al

Filing 3

FINAL ORDER approving settlement in 02-cv-266. Signed by Judge Paul J. Barbadoro. Docketed in 02-md-1335 on 12/19/07, document #1188. Case closed(mxm)

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW HAMPSHIRE IN RE TYCO INTERNATIONAL LTD., SECURITIES LITIGATION ) ) ) ) ) ) MDL Docket No. 02-1335-PB This document relates to: Securities Action Civil Action No. 02-266-PB FINAL ORDER APPROVING SETTLEMENT, PLAN OF ALLOCATION AND ATTORNEYS' FEES AND EXPENSE REIMBURSEMENT REQUEST After a hearing before this Court on the 2nd day of November, 2007, to determine: (i) whether the terms and conditions of the Stipulation of Settlement dated July 6, 2007 between the Class Representatives, on behalf of themselves and the Class, on the one hand, and defendants Tyco International Ltd. ("Tyco"), Michael A. Ashcroft ("Ashcroft"), Mark A. Belnick ("Belnick") and PricewaterhouseCoopers LLP ("PwC") ("Settling Defendants") (collectively with the Class Representatives, "Settling Parties"), on the other hand, including an Amendment as filed with the Court on July 12, 2007 and Amendment No. 2, as filed with the Court on October 24, 2007 (collectively, the "Settlement Agreement"), are fair, reasonable, and adequate settlement consideration for the dismissal of the Consolidated Securities Class Action Complaint dated January 28, 2003, (the "Complaint") and the settlement of all Released Claims against the Tyco Settling Defendants' Releasees and the PwC Releasees; (ii) whether the Settlement Agreement should be approved; (iii) whether the Plan of Allocation should be approved; (iv) whether judgment should be entered dismissing the Complaint on the merits and with prejudice in favor of the Settling Defendants and as against all persons or entities who are Class Members herein and who have not requested exclusion from the Class; and (v) whether and in what amount to award Co-Lead Counsel in attorneys' fees and for reimbursement of expenses. The Court having considered all matters submitted to it at the hearing and otherwise; and it appearing that a notice of the hearing substantially in the form approved by the Court was mailed to all persons or entities reasonably identifiable, who purchased or otherwise acquired Tyco Securities from December 13, 1999 to June 7, 2002, inclusive, at the respective addresses set forth in such records, and such notice was also forwarded to the beneficial owners identified by brokers and other nominee record owners, and that a summary notice of the hearing substantially in the form approved by the Court was published on at least one occasion in the USA Today, The New York Times, The Wall Street Journal, The Financial Times, The Sun Sentinel, Palm Beach Post, Chicago Tribune, Financial Times, PR Newswire and Union Leader pursuant to the specifications of the Court as required by the Order Preliminarily Approving Proposed Settlement ("Hearing Order") dated July 13, 2007; and the Court having considered and determined to approve the Plan of Allocation as a fair and reasonable method to allocate the Distribution Amount among the members of the Class; and the Court having considered and determined the fairness and reasonableness of the award of attorneys' fees and expenses requested; and all capitalized terms used herein having the meanings as set forth and defined in the Settlement Agreement. NOW, THEREFORE, IT IS HEREBY ORDERED THAT: 1. The Court has jurisdiction over the subject matter of the Action and the Settling Parties, including all Class Members. 2. Pursuant to Federal Rule of Civil Procedure 23(b)(3), the Class shall consist of all persons and entities who purchased or otherwise acquired Tyco Securities from December 13, 1999 through and including June 7, 2002, and who were damaged thereby, excluding Edward Federman, Richard J. Heger, Richard D. Power, Raymond Scott Stevenson, 2 and all the Defendants, all the officers, directors and partners thereof, members of their immediate families (parents, spouses, siblings, and children) and their legal representatives, heirs, successors and assigns, and any entity in which any of the foregoing have or had a Controlling Interest, including, without limitation, any of the following: K&D Trust, Kozlowski Family Partnership, L.P., Kozlowski Family 1998 Trust, Kozlowski Family Foundation, L. Dennis Kozlowski 1997 Foundation Trust, KMS Partnership, L.P., KMS Family Partnership L.P., KMS Family 1999 Trust, KMS Trust, KMS Family Corp., SFFP Trust, Swartz Family Foundation, Swartz Family Partnership, Mayo Realty Trust LLC, K Corp. LLC, DCS Family Partnership L.P., Endeavour Forever Corp., KFT Family Partnership, L.P., KFT Trust, Kozma Ltd., KD Nominee Trust, Whitehall Street Real Estate Ltd. Partnership, SEA, SEA Holdings LLC, 850 Lake Drive, LLC, 2365 South Ocean Blvd. Realty Trust, 447 Primavera Way, LLC, 24 Straw's Point Realty Trust, and GV Realty Trust. 3. Also excluded from the Settlement are the Persons who submitted requests for exclusion in accordance with the Notice as listed on Exhibit A attached hereto. 4. The Persons listed on Exhibit A, including both timely and untimely exclusions, shall not participate in the Net Cash Settlement Account or in any recovery received by the Class in connection with the Officer Assigned Claims. 5. The Notice, the Summary Notice and the notice methodology implemented pursuant to the Settlement Agreement and the Court's Orders (i) constituted the best practicable notice, (ii) constituted notice that was reasonably calculated, under the circumstances, to apprise Class Members of the pendency of the Actions, of the effect of the Settlement Agreement, including releases, of their right to object to the proposed Settlement, of 3 their right to exclude themselves from the Class, and of their right to appear at the Fairness Hearing, (iii) were reasonable and constituted due, adequate and sufficient notice to all persons or entities entitled to receive notice and (iv) met all applicable requirements of the Federal Rules of Civil Procedure, the United States Constitution (including the Due Process Clause), the Private Securities Litigation Reform Act of 1995, the Rules of the Court and any other applicable law. 6. Final Settlement Approval Findings -- The Settlement Agreement is finally approved as fair, reasonable and adequate and consistent with and in compliance with all applicable requirements of the Federal Rules of Civil Procedure, the United States Constitution (including the Due Process Clause), the Private Securities Litigation Reform Act, the Rules of this Court and any other applicable law, and in the best interests of the Settling Parties and the Class Members and the Settling Parties are directed to consummate the Settlement in accordance with the terms and provisions of the Settlement Agreement. Unless otherwise defined in this Order, the capitalized terms in this Order have the same meaning as they have in the Settlement Agreement. 7. The following actions are dismissed as against each and all of the Settling Defendants on the merits and with prejudice according to the terms set forth in the Settlement Agreement: Williams, et al. v. Tyco International, et al., 1:02-cv-00266-PB (D.N.H.); Philip Cirella v. Tyco International, 1:03-cv-01348-PB (D.N.H.); Abowitz v. Tyco International; 02CV-1033 (S.D.N.Y.); Ament v. Tyco International, 02-CV-3402 (S.D.N.Y.); Brody v. Tyco International, 02-CV-2190 (S.D.N.Y.); Carlin v. Tyco International, 02-CV-0878 (S.D.N.Y.); Casey v. Tyco International, 02-80164 (S.D. Fla.); Chambers v. Tyco International, 02-CV-2607 (S.D.N.Y.); Danforth v. Tyco International, 02-1365-B (S.D. Fla.); Engel v. Tyco International, 4 02-CV-1150 (S.D.N.Y.); Fagan v. Tyco International, 02-80118 (S.D. Fla.); Fink v. Tyco International, 02-CV-2260 (S.D.N.Y.); Fischbein v. Tyco International, 02-1364-B (S.D. Fla.); Garcia v. Tyco International, 02-CV-1464 (S.D.N.Y.); Goldstein v. Tyco International, 02-1034 (S.D.N.Y.); Hoyt v. Tyco International, 02-780152 (S.D. Fla.); Jaffee v. Tyco International, 0221048 (S.D. Fla.); Kelley v. Tyco International, 02-80120 (S.D. Fla.); Leone v. Tyco International, 02-CV-2056 (S.D.N.Y.); Lock v. Tyco International, 02-CV-2080 (S.D.N.Y.); Meran v. Tyco International, 02-80189 (S.D. Fla.), Murphy v. Tyco International, 02-CV-2356 (S.D.N.Y.); Rappaport v. Tyco International, 02-CV-1393 (S.D.N.Y.); Smith v. Tyco International, 02-CV-1288 (S.D.N.Y.); and Sved v. Tyco International, 02-CV-1293 (S.D.N.Y.). 8. Subject to paragraph 12 hereof, with respect to the Tyco Settling Defendants on the Tyco Settlement Effective Date and with respect to PwC, on the PwC Settlement Effective Date, Class Representatives, and any and all Class Members (including those Class Members who are parties to any other litigation, arbitration or other proceedings against, or have any Claim against any of the Tyco Settling Defendants' Releasees or the PwC Releasees that is a Released Claim with respect to the Tyco Settling Defendants, on the Tyco Settlement Effective Date and with respect to PwC, on the PwC Settlement Effective Date), on behalf of themselves, their heirs, executors, administrators, beneficiaries, predecessors, successors, affiliates (as defined in 17 C.F.R. Part 210.1-02.b), assigns, and any Person claiming by or through any of the Class Members, for good and sufficient consideration, the receipt and adequacy of which are hereby acknowledged, shall be deemed to have, and by operation of law and of this Order shall have, fully, finally, and forever released, relinquished, settled, and discharged: 5 a. all Released Claims against any and all of the Tyco Settling Defendants' Releasees and the PwC Releasees, whether or not a Proof of Claim has been executed and/or delivered by, or on behalf of, any such Class Member; b. all Claims against Co-Lead Counsel or any or all Class Representatives, the Settling Defendants, Tyco Settling Defendants' Releasees and the PwC Releasees and/or their respective counsel, that relate in any way to any or all acts, omissions, nondisclosures, facts, matters, transactions, occurrences or oral or written statements or representations in connection with or directly or indirectly relating to the prosecution, defense or settlement of the Actions or to the Settlement Agreement, or to attorneys' fees, costs or disbursements incurred by Co-Lead Counsel or other counsel representing Class Representatives, or the Class Members in the Actions. 9. Subject to paragraph 12 hereof, with respect to the Tyco Settling Defendants, on the Tyco Settlement Effective Date and with respect to PwC, on the PwC Settlement Effective Date, all Settling Defendants on behalf of themselves and the Tyco Settling Defendants' Releasees and the PwC Releasees, their heirs, executors, administrators, predecessors, successors, affiliates (as defined in 17 C.F.R. Part 210.1-02.b), assigns, any Person claiming by or through any of the Tyco Settling Defendants' Releasees or the PwC Releasees and any Person representing any of the Tyco Settling Defendants' Releasees or the PwC Releasees, for good and sufficient consideration, the receipt and adequacy of which are hereby acknowledged, shall be deemed to have, and by operation of law and of this Order shall have, fully, finally, and forever released, relinquished, settled, and discharged Co-Lead Counsel and any or all Class Representatives and members of the Class or their attorneys from any and all Released Settling Defendants' Claims. 6 10. Subject to paragraph 12 hereof, with respect to the Settling Defendants, on the later of the Tyco Settlement Effective Date or the PwC Settlement Effective Date, the Tyco Settling Defendants' Releasees on the one hand, and the PwC Releasees on the other hand, shall be deemed to have, and by operation of law and of this Order, shall have fully, finally and forever released, relinquished and forever discharged any and all claims (both known claims and Unknown Claims), rights or causes of action (whether based on federal, state or any other law, rule or regulation), including the Tyco Claims, that they could have asserted against each other which arise out of, relate to, or are based upon, directly or indirectly, the Settlement of the Actions, the Settlement Agreement, or the subject matter, allegations, transactions, including financial statements and audit opinions facts, matters, occurrences, representations or omissions involved, set forth, or referred to in the Complaint. 11. Subject to paragraph 12 hereof, with respect to the Tyco Settling Defendants, on the Tyco Settlement Effective Date and with respect to PwC, on the PwC Settlement Effective Date, Co-Lead Counsel, and any or all Class Representatives, on behalf of themselves, their heirs, executors, administrators, predecessors, successors, affiliates (as defined in 17 C.F.R. Part 210.1-02.b), assigns, any Person claiming by or through any of them and any Person representing any or all Class Representatives, for good and sufficient consideration, the receipt and adequacy of which are hereby acknowledged, shall be deemed to have, and by operation of law and of this Order shall have, fully, finally, and forever released, relinquished, settled, and discharged the Tyco Settling Defendants' Releasees and the PwC Releasees from any and all Released Claims. 7 12. Notwithstanding paragraphs 8 through 11 above, nothing in this Order shall bar any action or claim by any of the Settling Parties or their Releasees to enforce or effectuate the terms of the Settlement Agreement or this Order. 13. Nothing in this Order shall in any way limit or restrain the ability of the Tyco Settling Defendants, the Tyco Settling Defendants' Releasees, PwC or the PwC Releasees to raise or assert defenses or affirmative defenses to any allegations of liability or damages in pending non-settled actions or actions brought in the future related to, arising out of, or based on the subject matter, allegations, transactions, facts, occurrences, representations or omissions, involved, set forth or referred to in the Complaint, the MDL Securities Action or the Related Actions. 14. Final Plan of Allocation Findings -- The Plan of Allocation is approved as fair and reasonable, and Co-Lead Counsel and the Claims Administrator are directed to administer the Settlement Agreement in accordance with its terms and provisions. 15. No Class Member shall have any claim against Co-Lead Counsel, the Claims Administrator or other agent designated by Co-Lead Counsel based on the distributions made substantially in accordance with the Settlement and Plan of Allocation as approved by the Court and further orders of the Court. No Class Member shall have any claim against the Tyco Settling Defendants, PwC, their counsel or any of the Tyco Settling Defendants' Releasees or PwC Releasees with respect to the investment or distribution of the Distribution Amount, the determination, administration, calculation or payment of claims, the administration of the Escrow Accounts, or any losses incurred in connection therewith, the Plan of Allocation, or the giving of notice to Class Members. 8 16. Bar Order - (i) As provided in Section 21D-4(f)(7)(A) of the Private Securities Litigation Reform Act of 1995, 15 U.S.C. 78u-4(f)(7)(A) and to the maximum extent permissible under law, (a) the Non-Settling Defendants are hereby permanently barred, enjoined, and restrained from commencing, prosecuting, or asserting any claim for or otherwise seeking contribution against any Tyco Settling Defendants' Releasees or PwC Releasees based upon, relating to, or arising out of the Released Claims; (b) the Tyco Settling Defendants' Releasees and the PwC Releasees are hereby permanently barred, enjoined, and restrained from commencing, prosecuting, or asserting any claim for or otherwise seeking contribution against any of the Non-Settling Defendants, based upon, relating to, or arising out of the Released Claims and (ii) the Tyco Settling Defendants' Releasees on the one hand, and the PwC Releasees on the other hand, are hereby permanently barred, enjoined, and restrained from commencing, prosecuting, or asserting any claim for contribution, indemnification or otherwise against each other, based upon, relating to, or arising out of the Released Claims. For the purposes of this Order, (i) and (ii) above are collectively referred to as the Bar Order. For purposes of this paragraph only, Non-Settling Defendants shall include any person whom the Class Representatives may hereafter sue, on behalf of the Class based upon, relating to, or arising out of the Released Claims. Inclusion of the Bar Order in this Order is material to Settling Defendants' decision to participate in this Settlement Agreement. 17. The Court hereby approves the Stipulations Withdrawing Objections at Docket Nos. 1150, 1151, 1152 and 1159 and Co-Lead Counsel, the former objectors and their counsel are hereby directed to abide by the terms set forth in those Stipulations. 18. Final Fee Award and Expense Reimbursement Request Findings -- Plaintiff's Counsel are hereby awarded $28,938,412.74 in reimbursement of expenses, which 9 expenses shall be paid to Plaintiff's Counsel from the Settlement Amount (the "Expense Reimbursement Award") and14.5% of the Total Cash Settlement Amount less the Expense Reimbursement Award (the "Fee Award"), which sum the Court finds to be fair and reasonable. Interest shall be paid to Plaintiff's Counsel on the Expense Reimbursement Award, calculated from the date such Settlement Amount was funded to the date of payment at the same net rate that the Settlement Amount earns. Attorneys' fees of 14.5% are also hereby awarded on any future amount(s) contributed to the Settlement Fund by Tyco in accordance with the Officer Assigned Claims pursuant to the Stipulation of Settlement. The Fee Award shall be allocated among counsel in a fashion which, in the opinion of Co-Lead Counsel, fairly compensates counsel for their respective contributions in the prosecution and/or settlement of the Action. 19. The Court finds that the objections at Docket Nos. 1105, 1108, 1110, 1115, 1121, 1126, 1130,1133,1135,1136 and 1138 have been properly withdrawn 20. The Court finds that the objections at Docket Nos. 1106, 1109, 1124, 1128, 1129, 1131, 1132, 1134, 1137, 1156, 1161, 1163, 1165, 1166, 1167, 1168, 1169, 1175 and 1176 are hereby overruled. 21. Neither this Order, the Settlement Agreement, nor any of its terms and provisions, nor any of the negotiations or proceedings connected with it, nor any of the documents or statements referred to therein shall be: a. offered or received against the Settling Defendants as evidence of or construed as or deemed to be evidence of any presumption, concession, or admission by any Settling Defendants with respect to the truth of any fact alleged by any of the Class Representatives, the Class, or the validity of any claim that has been or could have been asserted 10 in the Action or in any litigation, or the deficiency of any defense that has been or could have been asserted in the Action or in any litigation, or of any liability, negligence, fault, or wrongdoing of any Settling Defendant; b. offered or received against any Settling Defendant 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; c. offered or received against any Settling Defendant 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 Settling Defendant in any other civil, criminal or administrative action or proceeding, other than such proceedings as may be necessary to effectuate the provisions of the Settlement Agreement and this Order; provided, however, that if the Settlement Agreement is approved by the Court, Settling Defendants may refer to it to effectuate the liability protection granted it hereunder; d. construed against any Settling Defendant as an admission or concession that the consideration to be given hereunder represents the amount which could be or would have been recovered from any Settling Defendant after trial; and e. construed as or received in evidence as an admission, concession or presumption against the Class Representatives or any of the Class Members that any of their claims are without merit, or that any defense asserted by any Settling Defendant has any merit, or that damages recoverable under the Complaint would not have exceeded the Settlement Amount. 11 22. The Court retains continuing and exclusive jurisdiction over the Action for the reasons and purposes, and subject to the conditions, set forth in the Settlement Agreement. 23. The Action, and all Related Actions pending in this Court, shall be dismissed as against each and all of the Settling Defendants on the merits and with prejudice, without costs to any party, upon entry of this Order. 24. This Action has been pending since the first of the constituent actions were filed in 2002. The Settlement Agreement resolves all of the claims asserted by the Class against the Settling Defendants and pursuant to the above bar orders bars any claims for contribution by or against any Settling Defendant. The claims asserted against the Settling Defendants, which are now settled, raise issues that are separable from the remaining claims of the Class Representatives and the Classes against the Non-Settling Defendants. Permitting that immediate appeal, if taken, of this Order would not result in any duplication of review by an appellate court, because if an appellate court were to vacate the Settlement Agreement, then the parties may reasonably continue their prosecution or defense of the claims while this Court continues to preside over other related claims, without a waste of time or judicial resources. If this Order were not immediately appealable, once an appeal were ripe after the conclusion of the entire coordinated litigation, and if the appellate court vacated this Order, then this Court would face re-trying the entire litigation as to the Settling Defendants, thereby wasting judicial resources. 25. By reason of the finding in the previous paragraph, there is no just reason for delay in the entry of this Order and immediate entry by the Clerk of the Court is expressly 12 directed pursuant to Rule 54 (b) of the Federal Rules of Civil Procedure. The Actions are not dismissed with respect to claims against the Non-Settling Defendants. 26. The Court having determined that there is no just reason for delay, hereby Orders entry of FINAL JUDGMENT with respect to the Settling Defendants, and in accordance with Federal Rule of Civil Procedure 54(b) this 19th day of December, 2007. /s/Paul Barbadoro Paul Barbadoro United States District Judge cc: Counsel of Record 13 EXHIBIT A Tyco International, Ltd. Securities Litigation Settlement Timely Exclusion Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 Name or Title ROBERT M WILLIAMS MARSHALL F CAROL E GOLDBERG VIRGINIA MACKENZIE MCNEAR AUBREY V DAVISSON WILLIAM A HART MS CAROLYN H MILLER CHRISTOPHER M. WIEDENMAYER DAVID E BEER EDWARD GEORGE CONNELLY JAY H. ROSSBACH STEPHEN J. HAYDOCK JANET M SMITH DEAN S EITEMAN IRA ELFRIEDE H EITEMAN LEON M CANZIANI DORIS B SCOTT DEC'D IRA BARBARA H MURPHY & WILLIAM H. FAULHABER AND JOHN W. MONEY JUDY GAURON JOSEPHINE J PETERSEN SARAH W KORN KENNETH GAZDAG & ELIZABETH H HOUSER GRAHAM ROWLEDGE JOHN R DIANE & MARTIN A RAFFONE JT TEN LUCY B. MCGOWAN TTEE ELSA O LHOMMEDIEU JDJ FAMILY HOLDINGS LTD RUTH A EMERY DAVID R SLOCUM BARBARA A KONDILIS JANET E DOSTAL KENNETH & MARY ELSIE SUTCLIFFE RODGER A SPRINGER IRA JEANNETTE RHOADS NESBIT TTEE ALFRED A MARTINEZ THOMAS KEPHART JOANNE L DIAMOND ALBERT G STROTHERS HAROLD ZECKEL SWENT FAMILY LLC TRAVIS CAVENS AND GERALDINE THORNE Name or Title TRUSTEE THE GOLDBERG FAMILY CGM IRA ROLLOVER CUSTODIAN CGM IRA CUSTODIAN CGM IRA CUSTODIAN LINDA ROSSBACH TTEE ELAINE J. HAYDOCK TTEE CGM IRA ROLLOVER CUSTODIAN FCC AS CUSTODIAN REV TRUST CGM IRA BENEFICIARY CUSTODIAN FCC AS CUSTODIAN RICHARD MURPHY JT TEN DOLORES A. FAULHABER JTWROS CGM IRA CUSTODIAN MARY GAZDAG JT TEN CGM IRA CUSTODIAN FBO LUCY B. MCGOWAN FBO JEANNETTE RHOADS NESBIT SAM:1838 INVESTMENT 1838L3-L REVOCABLE LIVING TRUST PHYLLIS CAVENS COMM PROP CGM IRA ROLLOVER CUSTODIAN 1 of 10 12/19/2007 Timely Exclusion Number 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 Name or Title JAMES C BRAY HELEN HIRSHEY LOREN M HOLMES SHIRLEE J HOLMES NORMAN P SWENT(DECEASED) & BERNARD E SCHMITT NORMA J BRADFISH HAROLD P HOUSER WILLIAM E MATCHETT JR MAE FEEBACK STEVEN C & MARGARET P SEARS MRS JOYCE M DIEWALD JEAN E KERR DOROTHY D RUPEL TTEE FMT CO CUST IRA CUL GENERAL (UNALLOCATED) INDIANA LUMBERMENS MUTUAL INS ZAZOV STATE OF NEW JERSEY A.F. & ELDORA M AGENA TRUST STATE OF NEW JERSEY, DEPT OF TREASURY STATE OF NEW JERSEY, DEPARTMENT OF TREAS STATE OF NEW JERSEY, DEPARTMENT OF TREAS STATE OF NEW JERSEY, DIVISION OF INVESTM STATE OF NEW JERSEY, DEPT OF TREAS MARIE R COTHERN CAROL E RYDEN DORIS A BAKER ACCESS IRA #2 MARJORIE CONNOR TTEE IRENE E MURRAY GARY G WEBB & FRANK E BELL(DECD) & EUGENIA Y ALEXION PRISCILLA J WACKER OSCAR C HEDRICH ELSA GLENN PERKINS TTEE MARGUERITE M ROYSTON JERRY RHODERICK ELTER L KOWALSKI IRA MARTHA S SPRAKE IRA EDWARD D JONES & CO CUSTODIAN CLYDE N MCWATERS IRA ELIZABETH BONVILLIAN BERNICE MCGEE Name or Title CGM IRA ROLLOVER CUSTODIAN DOROTHY M SWENT THE THEODORE J RUPEL & FBO CHARLES C NOSLEY JPMORGAN JPMORGAN DEPT OF TEASURY ( #5140 ) ELDORA M AGENA TTEE UA DTD DIVISION OF INVESTMENTS DIVISION OF INVESTMENTS DIVISION OF INVESTMENTS TTEES FOR SUPPORT OF PUBLIC SCHOOLS FUND DIVISION OF INVESTMENTS FBO MARJORIE CONNOR CHARLES SCHWAB & CO INC CUST IRIS J WEBB FAITH SOUTHWORTH P.R. FBO MARGERY PAGE TRUST FCC AS CUSTODIAN FCC AS CUSTODIAN FBO ELIZABETH L WITHERS IRA CIBC WORLD MARKETS CORP CUST 2 of 10 12/19/2007 Timely Exclusion Number 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 Name or Title PATRICIA LEE ERKSON MARY A PECK TTEE THERESA D DOSS TTEE SHARON L JOHNSON JOHN TOMILO D T SHANTHA AFFINITY MORTGAGE LLC MARILYN S FEARNLEY IRA RICHARD W HENLEY JOHN H BUNT JR HAROLD A KERSTETTER & JOSEPHIN JOHN TERENCE BRACK ROBERT D LEHR LINDA L BARNES IRA SOPI BETTY B RICHARDS PETER JAMES BULLOCH HELEN PAPPAS TTEE LET IT RIDE INVESTMENTS ROBERT W SIBEL & JOHN C PRIESTLEY II IRA PATRICIA CONNELLY R/O IRA TRUST COMPANY OF THE WEST AS CUST TRUST COMPANY OF THE WEST AS CUST THOMAS H BUTLER HARRY E STICKLER DIANE L VAN VONDEREN RUTH E NAYLOR ELISE WENDEL MURRAY TYRONE DOUGLAS BEASON HOWARD F MANCHA STEVEN W HAHN BRIGGS FAMILY TRUST PHYLLIS A CLARK FRANCES MARQUIS CHESTER L BUCKNER AND RUBY H NADA KOZUL MURRAY J SMIDT JUDITH K KEATON NORMAN R KOUBA TTEE DORIS G SYLVEST MARIO J MOSSOTTO & ANN JEFFREY BRUCE SCIALLO DOMENICA M MACERATA MGD SHIRLEY J MEADOWS LEROY JOSEPH STREIT TTEE AND WALTER B MESEROLL & Name or Title MARY A PECK TRUST THERESA D DOSS TRUST GEORGIA J TOMILO TR UA 04 23 98 BEAR STEARNS SEC CORP CUST P KERSTETTER TEN ENT AN INVESTMENT CLUB FBO HELEN PAPPAS C/O TRICIA PENDERGRAFT RUTH F SIBEL JT TEN FCC AS CUSTODIAN IFIN, LP-MC HI CHARITABLE REM RUTH ELEANOR NAYLOR TRUST RICHARD L. BRIGGS & LINA BUCKNER TRUST DTD 09/25/98 NORMAN R KOUBA MOSSOTTO TR UA 01 06 93 J ELMER MEADOWS DOROTHY HIGGINS STREIT TTEE FLORENCE MESEROLL 3 of 10 12/19/2007 Timely Exclusion Number 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 Name or Title JUDY C SMITH JOHN W PEPPER AND PAMELA KOMENDA MUTUAL FINANCIAL SERVICES FUND HILARY MARGARET CLAYTON MUTUAL BEACON FUND MARY YARKOSKY JOSEPH SCHERPF L RICHARD MOWERY IRA MUTUAL DISCOVERY SECURITIES FUND MUTUAL SHARES SECURITIES FUND MUTUAL BEACON FUND MUTUAL DISCOVERY FUND MUTUAL SHARES FUND MUTUAL QUALIFIED FUND FRANKLIN MUTUAL BEACON FUND THOMAS JASIN TONI D PARKER IRIS RAE CRAWFORD COMMONWEALTH OF MASSACHUSETTS MERRILL LYNCH US DYNAMIC FUND MERRILL LYNCH GLOBAL EQUITY FUND MASTER ENHANCED S&P 500 SERIES MERRILL LYNCH BALANCED PORTFOLIO FUND MERRILL LYNCH INSTITUTIONAL FCP GLOBAL MERRIL LYNCH GLOBAL BALANCED FUND BLACKROCK ASSET ALLOCATION PORTFOLIO BLACKROCK WORLD INDEX SERIES BLACKROCK CAPITAL APPRECIATION PORTFOLIO BLACKROCK LARGE CAP VALUE SSR TEST AS BLACKROCK GLOBAL ALLOCATION FUND, INC. Name or Title IRA ROLLOVER PATRICIA L PEPPER TRUSTEES AKA PAMELA KEGELES A SERIES OF FRANKLIN SERIES FUND A SERIES OF FRANKLIN MUTUAL SERIES FUND CGM IRA ROLLOVER CUSTODIAN RAYMOND JAMES & ASSOC INC CSDN A SERIES OF FRANKLIN TEMPLETON VARIABLE A SERIES OF FRANKLIN TEMPLETON VARIABLE A SERIES OF FRANKLIN MUTUAL SERIES FUND A SERIES OF FRANKLIN MUTUAL SERIES FUND A SERIES OF FRANKLIN MUTUAL SERIES FUND A SUBFUND OF FRANKLIN TEMPLETON T/O/D THE SEVENTH-DAY PENSION RESERVES INVESTMENT TRUST C/O BLACKROCK ADVISORS, LLC C/O BLACKROCK ADVISORS, LLC C/O BLACKROCK ADVISORS, LLC C/O BLACKROCK ADVISORS, LLC EQUITY EX-JAPAN FUND C/O BLACKROCK ADVISORS LLC (LARGE CAP GROWTH) AS SUCCESSOR IN C/O BLACKROCK ADVISORS LLC AS SUCCESSOR IN INTEREST TO SSR LEGACY SUCCESSOR IN INTEREST TO SSR LARGE CAP AS SUCCESSOR IN INTEREST TO BLACKROCK MASTER LARGE CAP CORE PORTFOLIO C/O BLACKROCK ADVISORS LLC 4 of 10 12/19/2007 Timely Exclusion Number 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191 192 193 Name or Title BLACKROCK LARGE CAP CORE PORTFOLIO EQUITY INDEX TRUST SERIES MASTER MLIT SPECIALIST INTERNATIONAL NORTH MERRILL LYNCH INTERNATIONAL INVESTMENT MLIIF GLOBAL EQUITY DIVERSIFIED FUND MERRILL LYNCH INTERNATIONAL INVESTMENT BLACKROCK GLOBAL ALLOCATION FUND INC DC AMERICAN GROWTH FUND BLACKROCK HIGH YIELD BOND PORTFOLIO BLACKROCK MID CAP VALUE OPPORTUNITIES FD BLACKROCK GLOBAL TECHNOLOGY FUND INC BLACKROCK SERIES FUND: BLACKROCK GLOBAL BLACKROCK LARGE CAP CORE FUND AS SUCC MASTER S&P 500 INDEX SERIES FUND BLACKROCK VARIABLE SERIES FUNDS, INC.: BLACKROCK TOTAL RETURN PORTFOLIO II BLACKROCK VARIABLE SERIES FUNDS INC.: BLACKROCK INSTITUTIONAL EQUITY FUNDS BLACKROCK SELECT EQUITY/(INVESTMENT TR) ROBERT L HESS Name or Title MASTER AS SUCCESSOR IN INTEREST TO C/O BLACKROCK ADVISORS LLC AMERICAN FUND FUNDS US EQUITY FUND C/O BLACKROCK ADVISORS, LLC FUNDS GLOBAL FUND VALUE C/O BLACKROCK ADVISORS LLC C/O BLACKROCK ADVISORS, LLC C/O BLACKROCK ADVISORS LLC C/O BLACKROCK ADVISORS, LLC C/O BLACKROCK ADVISORS LLC ALLOCATION PORTFOLIO BLACKROCK INVESTMENT TRUST PORTFOLIO C/O BLACKROCK ADVISORS LLC BLACKROCK GLOBAL ALLOCATION V.I. FUND C/O BLACKROCK ADVISORS, LLC BLACKROCK LARGE CAP CORE VI FUND NORTH AMERICAN FUND SST-INV TRUST TEST AS SUCC IN INTEREST BLACKROCK VARIABLE SERIES FUND.: BLACKROCK S&P 500 INDEX FUND THE HESS FAMILY TRUST DTD 8.3.89 THE LITVACK-CURTIS FAMILY TRUST CALMEDICA LLC FEDERATED AMERICAN LEADERS FUND II FEDERATED STOCK TRUST FEDERATED TOTAL RETURN BOND FUND (SUCC T ROBERT M & ROSEMARIE HESS TTEES FRANK LITVACK TRUSTEE STEPHEN LOWEY STEPHEN LOWEY TO INTEREST TO FEDERATED MANAGED INCOME 5 of 10 12/19/2007 Timely Exclusion Number 194 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 Name or Title FEDERATED CAPITAL APPRECIATION FUND II FEDERATED MID CAP GROWTH STRATEGIES FUND FEDERATED MID CAP GROWTH STRATEGIES FEDERATED CAPITAL APPRECIATION FUND FEDERATED INTERMEDIATE CORPORATE BOND FEDERATED QUALITY BOND FUND II ALEXANDRA H BALLARD & R BRINCKERHOFF DYLAN H HIXON, AS TTEES OF THE ALEXANDRA DYLAN H HIXON, AS TTEE OF THE ALEXANDRA DYLAN H HIXON, AS TTEE OF THE ALEXANDRA DYLAN H HIXON, AS TTEE OF THE DYLAN Name or Title STEPHEN LOWEY STEPHEN LOWEY FUND II STEPHEN LOWEY STEPHEN LOWEY FUND, STEPHEN LOWEY STEPHEN LOWEY LOWERY, AS TTEES OF THE ALEXANDRA TRUST UNDER THE ICH LEX TRUST TRUST UNDER THE JMH LEX TRUST TRUST OF THE DYLAN TRUST UNDER THE TRUST UNDER THE JMH LEX TRUST DYLAN H HIXON, AS TTEE OF THE INDIA TRUST UNDER THE ICH LEX TRUST DYLAN H HIXON, AS TTEE OF THE INDIA DYLAN H HIXON, AS TTEE OF THE SHANTI DYLAN H HIXON, AS TTEE OF THE SHANTI ANDREW R HIXON, AS TTEE OF THE ANDREW R HIXON, AS TTEE OF THE JMH ANDREW R & MICHELE M HIXON AS TTEES DEBRA P GEIGER, AS TTEE OF THE DEVON GEIGER NIELSEN, AS TTEE OF THE DYLAN H HIXON & R BRINKERHOFF LOWERY FRANK HIXON FOSTER AS TTEE OF THE BETSY HUNTER GEIGER AS TTEE OF THE INDIA T RADFAR & R BRINKERHOFF LOWERY WILLIAM DODD GEIGER II AS TTEE OF THE BARBARA HUNTER FOSTER AS TTEE OF THE TRUST UNDER THE JMH LEX TRUST TRUST UNDER THE ICH LEX TRUST TRUST UNDER THE JMH LEX TRUST ICH ANDO TRUST ANDO TRUST OF THE ANDREW & MICHELE HIXON 2002 TRUST DEBRA P GEIGER LIVING TRUST DEVON GEIGER NIELSEN LIVING TRUST AS TTEES OF THE DYLAN HIXON 1999 TRUST FRANK HIXON FOSTER 1999 TRUST FRANK P HIXON TRUST FBO AS TTEE OF THE INDIA T RADFAR TRUST WILLIAM DODD GEIGER II 1989 REV TRUST FOSTER FAMILY TRUST A 6 of 10 12/19/2007 Timely Exclusion Number 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 Name or Title PAULINE H TURPIN, AS TTEE OF THE FRANK P PAULINE H TURPIN, AS TTEE OF THE GEORGE B TURPIN AS TTEE OF THE GEORGE B PAUL H TURPIN, AS TTEE OF THE TURPIN GEORBE B TURPIN, JR, AS TTEE OF THE BETSY HUNTER GEIGER AS TTEE OF THE BARBARA HUNTER FOSTER AS TTEE OF THE BARBARA HUNTER FOSTER AS TTEE OF THE ADELAIDE E FOSTER E GAGE FOSTER WOODARD HUGH K FOSTER JR JENNIFER BFF WALTON ANDREW R HIXON AS TTEE OF THE Name or Title HIXON TRUST FBO PAULINE H TURPIN ELIZABETH HIXON HUNTER TRUST FBO PAULINE & PAULINE H TURPIN TRUST FAMILY TRUST 1992 REVOCABLE TRUST DTD GEORGE B TURPIN, JR LIVING TRUST DTD GEIGER FAMILY REVOCABLE TRUST ELIZABETH H HUNTER TRUST FBO FRANK P HIXON TRUST FBO BARBARA HUNTER MORGENSTERN JACOBS & BLUE LLC MORGENSTERN JACOBS & BLUE LLC MORGENSTERN JACOBS & BLUE LLC MORGENSTERN JACOBS & BLUE LLC ANDREW R HIXON TRUST SHANTI HIXON AS TTEE OF THE SHANTI HIXON REVOCABLE TRUST TRUST UNDER THE WILL OF IRENE C HIXON FOR ALEXANDER P HIXON ICH POWER OF APPOINTMENT TRUST MORGERNSTERN JACOBS & BLUE LLC TRUST UNDER THE WILL OF JOSEPH M HIXON FOR ALEXANDER P HIXON JMH POWER OF APPOINTMENT TRUST MORGERNSTERN JACOBS & BLUE LLC FC HIXON RES TRUST FBO FOSTER CHILDREN MORGENSTERN JACOBS & BLUE LLC ELIZABETH HIXON HUNTER POWER OF APPOINTMENT TRUST #1 FBO APPOINTMENT TRUST #1 FBO ADELADIE ELIZABETH HIXON HUNTER POWER OF E APPOINTMENT TRUST #1 FBO ELIZABETH HIXON HUNTER POWER OF ELIZABETH ELIZABETH HIXON HUNTER POWER OF APPOINTMENT TRUST #1 FBO HUGH K APPOINTMENT TRUST #1 FBO JENNIFER ELIZABETH HIXON HUNTER POWER OF B GREGORY A ANDERSON RICHARD L MOORE ATTN: LARRY W MARTIN NUVEEN LARGE-CAP VALUE FUND EQUITEC GROUP, LLC ROBBINS UMEDA & FINK, LLP THE GABRIELA M HESS TRUST UTA 11.30.94 MARK MILANI TRUSTEE 7 of 10 12/19/2007 Timely Exclusion Number 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 271 272 273 274 275 276 277 Name or Title THE LITVACK-CURTIS CHILDRENS TRUST THE VERENA K HESS TRUST UTA 11.30.94 KAREN G KRASNEY FRANK LITVACK PUBLIC EMPLOYEES RETIREMENT ASSOCIATION NEIL EIGLER STATE TREAS OF THE STATE OF MI AS CUST CHERYL S HARPER DOROTHY FETTERLY BLACKROCK GLOBAL TECHNOLOGY FUND, INC BLACKROCK LARGE CAP VALUE FUND AS SUCC MRS KATHRYN S OCONNOR MYLES R & JANET SMELTZ RICHARD A CLEMENS & HOLLY S CLEMENS FEDERATED AMERICAN LEADERS FUND INC ALICE COOPER ALICE COOPER DECLARATION OF TR FEDERATED BOND FUND BETSY HUNTER GEIGER AS TTEE OF THE BRIER ALLEBRAND AS TTEE OF THE ALLEBRAND ANNETTE ROME NUVEEN RITTENHOUSE GROWTH FD EDWIN G KREBS IRA JOSEPHINE DEWAR FEDERATED LARGE CAP GROWTH FUND NUVEEN BALANCED STOCK AND BOND FUND NUVEEN BALANCED MUNICIPAL AND STOCK FUND TEACHER RETIREMENT SYSTEM OF TEXAS FRED ALGER MANAGEMENT, INC. Name or Title ROBERT HARABEDIAN TR MARK MILANI TRUSTEE C/O LAW OFFICES OF KAREN G KRASNEY OF COLORADO OF MI PUB SCH EMPL RET SYS, STATE EMPL CGM IRA CUSTODIAN AS SUCCESSOR IN INTEREST TO BLACKROCK LARGE CAP VALUE EQ FAMILY TRUST DTD 9.3.02 ('TRUST') STEPHEN LOWEY ALICE COOPER TTEE DTD 11/15/99 STEPHEN LOWEY ELIZABETH H HUNTER TRUST FBO LIVING TRUST DTD 4.30.993 ATTN: LARRY W MARTIN STEPHEN LOWEY ATTN: LARRY W MARTIN ATTN: LARRY W MARTIN 8 of 10 12/19/2007 Timely Exclusion Number 278 279 Name or Title CASTLEROCK MANAGEMENT ON BEHALF OF: CASTLEROCK FUND LTD CASTLEROCK PARTNERS LP CASTLEROCK PARTNERS II LP CASTLEROCK MANAGEMENT PERSONAL ACCTS ATTICUS CAPITAL LP ON BEHALF OF: ATTICUS GLOBAL ADVISORS LTD. ATTICUS INTERNATIONAL FUND LTD HALF MOON CAPITAL PARTNERS LP DRED LTD NATIONAL BANK OF CANADA OMEGA ADVISORS INC. ON BEHALF OF: OMEGA CAPITAL PARTNERS LP OMEGA OVERSEAS PARTNERS INC. OMEGA CAPITAL INVESTERS LP OMEGA EQUITY INVESTORS LP OMEGA EQUITY OVERSEAS OMEGA INSTITUTIONAL PARTNERS OMEGA INTERNATIONAL PARTNERS II LP BETA EQUITIES GOLDMAN SACHS PROFIT SHARING MINISTERS AND MISSIONARIES PARMAL LGC LEON G COOPERMAN TOBY COOPERMAN MICHAEL SCOTT COOPERMAN COMMONFUND GROUP MUNDER CAPITAL ON BEHALF OF WATCHUNG ROAD ASSOCIATES L.P. EDITH ADELINE COLE IRVING ASTMANN Name or Title 280 281 282 283 284 285 286 287 288 MUNDER CAPITAL LARGE CAP VALUE FUND 9 of 10 12/19/2007 (EXHIBIT A CONTINUED) Tyco International, Ltd. Securities Litigation Settlement Untimely Exclusion Number 1 2 3 4 5 6 7 8 Name or Title GLENN S TRUEHART & MAYNARD STELZER & KENNETH R MORGAN RONALD H STENZLER Name or Title EVELYN TRUEHART VIVIAN STELZER JTWROS IMOGENE GREGORY TTEE OF THE IMOGENE KESKEY TRUST PATSY A PASCHAL MAX BROSE PARKERSBURG NEUROLOGICAL ASSOCIATES, INC TOD DTD 8/31/03 PROFIT-SHARING PLAN U/A 10/1/81 10 of 10 12/19/2007

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