US-ILLINOIS-MISSOURI v ALLIED WASTE INDUSTRIES and BROWNING-FERRIS INDUSTRIES

PURPOSE
PAY EQUITY
EVIDENCE
PETITIONER
TRIAL COURT
MANAGEMENT
SUPERIOR COURT
DOMINANT PURPOSE
WRIT
PRIVILEGE
LEGAL ADVICE
COUNSEL
LAB
CALIFORNIA
CARLSON
DETERMINATION
REAL PARTIES
COMMUNICATION
HUMAN RESOURCES
ATTORNEY-CLIENT PRIVILEGE
MANAGEMENT GOALS
LLNL
DISCRIMINATION
HUMAN RESOURCES DEPARTMENT
HUMAN RESOURCES MANAGER
SUBSTANTIAL EVIDENCE
REASONABLENESS
AFFIRMATIVE DEFENSE
MONITORING

RECEIVED

Case No. A095888 AU67 3

COURT OF APPEAL FOR THE STATE OF CALIFORN@
FIRST APPELLATE DISTRICT
DIVISION FOUR

REGENTS OF THE UNIVERSITY OF CALIFORNIA,
C. BRUCE TARTER, and DOES 1 through 50, inclusive,

Petitioners,

vs.

SUPERIOR COURT OF THE STATE OF CALIFORNIA,
COUNTY OF ALAMEDA,

Respondent.

MARY F. SINGLETON, SHIRLEY ROGERS JENNINGS, KATHERINE LYNETTE
FRITZ, GLORIA J. GLASSCOX, MAURA K. SPRAGGE, and JANELLE SPANN,
individually and on behalf of others similarly situated,

Real Parties in Interest.

REAL PARTIES' PRELIMINARY OPPOSITION
TO PETITION FOR WRIT OF MANDATE

ALAMEDA COUNTY SUPERIOR COURT CASE NO. 807233-l

JAMES C. STURDEVANT (#9455 1) J. GARY GWILLIAM (#33430)
MARK T. JOHNSON (#76904) GWILLIAM, IVARY, CHIOSSO, CAVALLI
THE STURDEVANT LAW FIRM & BREWER
475 Sansome Street, Suite 1750 1999 Harrison Street, Suite 1600
San Francisco, California 94 111 Oakland, California 946 12
(415) 477-2410 (510) 832-5411

ARTHUR BRYANT (#208365) Attorneys for Real Parties in Interest.
VICTORIA NI (#2 12443)
TRIAL LAWYERS FOR PUBLIC
JUSTICE, P.C.

SNIPPETS:

SUPERIOR COURT OF THE STATE OF CALIFORNIA,

Creating the Pay Equity Studies Was Legal in Nature

Dominant Purpose of the Pay Equity Studies Was to

Further Management Goals

E.vidence Adduced by Petitioner Did Not Sustain Its

The Determination Regarding the Dominant Purpose

In Determining Dominant Purpose of the Pay Equity Studies, the Trial Court Properly

Upon Substantial Evidence Before the Court

Even If the Privilege Were Found to Apply to the Studies, Petitioner Has Waived Such

Inc. v. Superior Court 199 Cal.App.3d 1240.

Carlson v. Superior Court

"Regents" or "Petitioner") who allege employment discrimination in pay

Laboratory (hereafter "LLNL" or "Lab").

discrimination and has asserted as an affirmative defense that it took all

The Lab's Human Resources Department conducted such pay

Petitioner asserted the attorney-client privilege only as to the

Lab counsel to provide legal advice in the course of an attorney-client

Real Parties in Interest

' "Writ Ex."

implementation of this "monitoring system" was prompted by

As the Deputy Human Resources Manager

2 . PLAINTIFF REPLY TO MOTION TO COMPEL PRODUCTION

EXTRACTED KEY WORDS

PURPOSE
DEFENDANT
SUPERIOR COURT
PAY EQUITY
PLAINTIFFS
JOHNSON
ATTORNEY
CALIFORNIA
COUNSEL
TESTIMONY
DEPOSITION
JOHNSON DECL
LAB
CARLSON
PARTICULARIZED SHOWING
COMMUNICATIONS
SAN FRANCISCO
LITIGATION
MANAGEMENT PURPOSES
SBN
EMPLOYEES
COMPEL PRODUCTION
MEMORANDA
OPPOSITION
COMPLIANCE
HUMAN RESOURCES
DOMINANT PURPOSE
ACHIEVING PAY
ROGERS JENNINGS

JAMES  C. STURDEVANT                    (SBN  9455 1)
MARK  T.  JOHNSON  (SBN  76904)
THE  STURDEVANT                 LAW  FIRM
A  Professional  Corporation
475  Sansome  Street,  Suite  1750
San Francisco,  California  94 111
Telephone:        (415)  477-2410
Facsimile:        (4 15)  477-2420

J. GARY  GWILLIAM               (SBN  33430)
KIMBERLY        M.  DRAKE  (SBN  209090)
GWILLIAM,        IVARY,  CHIOSSO,  CAVALLI  &  BREWER
1999  Harrison  Street,  Suite  1600
Oakland,  California  946 12
Telephone:        (5 10)  832-5411
Facsimile:        (510)  832-1918

ARTHUR  BRYANT  (SBN  208365)
VICTORIA       NI  (SBN  2 12443)
TRIAL  LAWYERS  FOR  PUBLIC  JUSTICE,  P.C.
One  Kaiser  Plaza,  Suite  275
Oakland,  California  94612
Telephone:        (510)  622-8150
Facsimile:        (510)  622-8155

Attorneys  for  Plaintiffs

                          SUPERIOR  COURT  OF  THE  STATE  OF  CALIFORNIA

                                     IN  AND  FOR  THE  COUNTY  OF  ALAMEDA


MARY  F.  SINGLETON,  SHIRLEY                                      CASE  NO.  807233-l
ROGERS  JENNINGS,  KATHERINE
LYNETTE  FRITZ,  GLORIA  J. GLASSCOX,  )  CLASS  ACTION
MAURA  K.  SPRAGGE,  JANELLE  SPANN,  )  PLAINTIFFS'  REPLY  TO  DEFENDANT'S
                               Plaintiffs,                         OPPOSITION               TO 
                                                                   PRODUCTION                OF 
                                                                   DEPOSITION              
vs.                                                          j >  HEARING:
                                                                   Date                         
REGENTS  OF  THE  UNIVERSITY                     OF          1  Time                  I         
CALIFORNIA,        C. BRUCE  TARTER,  DOES  )  Dept.                                  :          22
1 through  50, inclusive,                                          Trial  Date        :         
                                                             1
                           Defendants.                       >
                                                             >  THE  HONORABLE

SNIPPETS:

San Francisco, California 94 111

ARTHUR BRYANT (SBN 208365) VICTORIA NI TRIAL LAWYERS FOR PUBLIC JUSTICE, P.C. One Kaiser

Attorneys for Plaintiffs

SUPERIOR COURT OF THE STATE OF CALIFORNIA

ROGERS JENNINGS, KATHERINE LYNETTE FRITZ, GLORIA J. GLASSCOX,) CLASS ACTION MAURA K. SPRAGGE,

Applies to the Pay Equity Studies

Were Conducted to Further the Lab's Own Stated Goal of Achieving Pay

14 B. Defendant Has Failed to Make a Particularized Showing That the Deposition

Testimony Sought by Plaintiffs Is Privileged

on the grounds that the post-1992 studies are protected by the attorney6 client privilege.

Defendant, however, come close to meeting Defendant's burden to show that the "dominant

14 uncontested record evidence shows that other than the superficial involvement of counsel

PLAINTIFFS' REPLY TO OPPOSITION TO MOTION TO COMPEL PRODUCTION

"utterance of the verbal formula that the primary motivation of the report is to prepare for

Defendant argues that management purposes cannot be distinguished from legal advisory

15 most superficial involvement of an attorney.

Lab spokespersons at the time repeatedly broadcasted this alleged

he not only wants to be sure that our human resources systems are free from bias

~ Plaintiffs' Motion to Compel ("Johnson Decl."),

(Johnson Decl., Ex.

11 studies, though relevant to the issue of the Lab's compliance with discrimination laws,

16 management goals related to the equitable treatment of employees and distribution of

Contemporaneous internal memoranda produced by Defendant also make no mention of

1 l-24 (testifying that Mr. Carlson "picked up where left off')).)

Upjohn mentioned only in passing the steps taken by the company to ensure 28 confidentiality

B. Defendant Has Failed to Make a Particularized Showing That the Deposition

in the City and County of San Francisco, California, and not a party to the within action.

3 . PLAINTIFF MEMORANDUM OF POINTS

EXTRACTED KEY WORDS

PAY EQUITY
PRIVILEGE
LLNL
COMPEL DOCUMENTS
PLAINTIFFS
SUPERIOR COURT
TESTIMONY
MOTION
SUPPORT
ATTORNEY-CLIENT PRIVILEGE
FACTS
AUTHORITIES
DISCOVERY
EMPLOYEES
DEFENDANT
CALIFORNIA
MANAGEMENT
SBN
HUMAN RESOURCES MANAGER
COMMUNICATION
HUMAN RESOURCES
DISCRIMINATION
SAN FRANCISCO
EQUAL OPPORTUNITY
CHADBOURNE
PROTECTED CLASS MEMBERS
SALARY COMMITTEE
INDEPENDENT WITNESSES
HUMAN RESOURCES DEPARTMENT

 1 JAMES C. STURDEVANT (SBN 94551)
      MARK T. JOHNSON (SBN 76904)
 2 THE STURDEVANT LAW FIRM
      A Professional Corporation
 3 475 Sansome Street, Suite 1750
      San Francisco, California 94111
 4 Telephone:          (415) 477-2410
      Facsimile:       (415) 477-2420
 5 J. GARY GWILLIAM (SBN 33430)
 6 KIMBERLY M. DRAKE (SBN 209090)
      GWILLIAM, IVARY, CHIOSSO, CAVALLI & BREWER
 7 1999 Harrison Street, Suite 1600
      Oakland, California 94612
 8 Telephone:          (510) 832-5411
      Facsimile:       (510) 832-1918
 9 ARTHUR BRYANT (SBN 208365)
10 VICTORIA NI (SBN 212443)
      TRIAL LAWYERS FOR PUBLIC JUSTICE, P.C.
11 One Kaiser Plaza, Suite 275
      Oakland, California 94612
12 Telephone:          (510) 622-8150
      Facsimile:       (510) 622-8155
13 Attorneys for Plaintiffs
14
                             SUPERIOR COURT OF THE STATE OF CALIFORNIA
15
                                   IN AND FOR THE COUNTY OF ALAMEDA
16

17 MARY F. SINGLETON, SHIRLEY                        )    CASE NO. 807233-1
      ROGERS JENNINGS, KATHERINE                     )
18 LYNETTE FRITZ, GLORIA J. GLASSCOX, )                   CLASS ACTION
      MAURA K. SPRAGGE, JANELLE SPANN, )
19                                                   )    PLAINTIFFS' MEMORANDUM OF
                              Plaintiffs,            )    POINTS AND AUTHORITIES IN
20                                                   )    SUPPORT OF MOTION TO COMPEL
      vs.                                            )    PRODUCTION OF DOCUMENTS AND
21                                                   )    DEPOSITION TESTIMONY
      REGENTS OF THE UNIVERSITY OF                   )
22 CALIFORNIA, C. BRUCE TARTER, DOES )                    HEARING:
      1 through 50, inclusive,                       )    Date          :  July 3, 2001
23                                                   )    Time          :  3:15 p.m.
                              Defendants.            )    Dept.         :  22
24                                                   )    Trial Date    :  May 6, 2002
                                                     )
25 _____________________________________ )                THE HONORABLE RONALD M. SABRAW

26

SNIPPETS:

JAMES C. STURDEVANT (SBN 94551) MARK T. JOHNSON

San Francisco, California 94111

SUPERIOR COURT OF THE STATE OF CALIFORNIA 15

PLAINTIFFS' POINTS & AUTHORITIES IN SUPPORT OF MOTION TO COMPEL DOCUMENTS AND TESTIMONY

STATEMENT OF FACTS

Pay Equity Studies Performed at LLNL from 1989 though

Documents and Information Withheld on the Ground of Attorney-Client Privilege

Prevent Discovery Concerning the Post-1992 Pay Equity Studies

Discrimination In Issue

24 San Francisco Unified School Dist.

defendant has attempted to hide the results of those "pay equity" studies,

white male employees and those of female and minority employees.

13 and ensure equal opportunity in its workplace.

the scope of any conceivable attorney-client communication, however, and should be

as the recollections of independent witnesses and/or underlying facts relating to an event at

15 more than two decades to persuade the management of LLNL to recognize and correct the

the Human Resources Department of LLNL conducted a pay equity study for Fiscal

and who was rehired by the human resources manager in connection with implementation

14 including the scientists and engineers' salary committee, the technical salary committee,

18 "nderstand how protected class members are distributed in ranking or performance arrays";

In D. I. Chadbourne, Inc. v. Superior Court, 60 Cal.2d 723,

4 . NOTICE OF REMOVAL

EXTRACTED KEY WORDS

PAUL REVERE
LAS VEGAS
NEVADA
PURSUANT
DISTRICT COURT
PAUL REVERE LIFE
PARSONS
ERISA
JURISDICTION
INSURANCE POLICY
INSURANCE COMPANY
DEFENDANT
SUITE
BAR
ANDREWS
LAKE MEAD BOULEVARD
CITY
LAW OFFICES
ESQ
PREPAID
POSTAGE
FIRST CLASS MAIL
MAILING
DEPOSITING
HEREBY CERTIFY
CIV
COUNSEL
MATTER JURISDICTION
INDEPENDENT BASIS

                    1  4NN-MARTHA  ANDREWS
                    2  Nevada Bar No.  7585
                          IASON  M.  KERR
                    3  \Tevada Bar No.  7773
                          LEWIS  AND  ROCA  LLP
                    4  Suite 600
                          3993 Howard  Hu  hes Parkway
                    5  Las Vegas, Neva ef a 89109
                          `702)  949-8200
                    6  1702) 949-8398  (fax)
                    7  4ttorneys  for  Defendant
                    8  The Paul Revere Life  Insurance  Company

                    9
                 10                                   UNITED  STATES  DISTRICT  COURT              
                                                                                                   
                 11                                               DISTRICT  OF NEVADA

                 12
                 13  DONALD  E. BUCHANAN,                      M.D.,

                 14                             Plaintiff,
                 15              vs.                                                NOTICE  OF 
                 16
                          THE  PAUL  REVERE  LIFE  INSURANCE
                 17  COMPANY,  a Massachusetts  corporation,
                 18  and DOES  1 through  20, inclusive,

                 19                             Defendant.                 _I
                 20              Defendant  The Paul Revere Life  Insurance  Company  hereby  gives

                 21  removing  this  action,  now  pending  in  the Eighth  Judicial  District 

                 22  Nevada,  Case No.  A447513,  to the United  States District  Court  for  the
                 23  This  removal  is made under 28 U.S.C.  88 1331 and 1332 and 29 U.S.C.  Q
                 24              1.  This  lawsuit  concerns  an insurance  coverage dispute.  The

                 25  Buchanan,  M.D.,  has an insurance  policy  with  the defendant,  The Paul

                 26  Insurance  Company.
                 27              2.  This  Court  has diversity  jurisdiction  under  28 U.S.C.  Q

 uwrmrlmxnu
                 28
3593
  H<,Wd
         ""ghca
            PnrkWY                       a.     There is diversity  of citizenship:
   S"llC

SNIPPETS:

Nevada Bar No. 7585

The Paul Revere Life Insurance Company

22 Nevada, Case No. A447513, to the United States District Court for the District of Nevada.

25 Buchanan, M.D., has an insurance policy with the defendant, The Paul Revere Life

10 Service signed by Ann-Martha Andrews on March 13,

there is evidence to indicate that the plaintiff's insurance policy may

This Court has jurisdiction over ERISA actions pursuant to 29 U.S.C. 3

Paul Revere is continuing to investigate whether ERISA applies,

18 an alternate and independent basis for this Court's subject matter jurisdiction.

22 counsel.

R. Civ.

I hereby certify that service of NOTICE OF

REMOVAL was made this date by depositing a copy for mailing, first class mail, postage

prepaid, at Las Vegas, Nevada to the following:

Steven J. Parsons, Esq.

LAW OFFICES OF STEVEN J. PARSONS

City Center West, Suite 108

7201 W. Lake Mead Boulevard

5 . ORDER DENYING DEF MOTION TO DISMISS

EXTRACTED KEY WORDS

COURT
FARMERS
CITIZENS
BURNING
NUISANCE
DEFENDANT
SMOKE
TRESPASS
HEALTH
PLAINTIFFS
LAW
IDAHO CODE
FARM
DISTRICT COURT
ACT
PUBLIC NUISANCE
SUPREME COURT
CLASS ACTION COMPLAINT
FIELD BURNING
PRIVATE NUISANCE
COMMON LAW
CLEAN AIR ACT
CLASS ACTION
PRESCRIPTIVE EASEMENT
ENVIRONMENT
WASHINGTON
INTERFERENCE
IDAPA
AGRICULTURE

                                                                          STATE OF IDAHO      )
         County
                                                                                 of
                                                                                  KOOTENAI
                                                                                              )ss

         FILED______________________

         AT___________
                                                                                       O'Clock
                                                                                             _____M
         CLERK
                                                                                 OF
                                                                                   DISTRICT
                                                                                             COURT

         ___________________________
         Deputy

                 IN THE DISTRICT COURT OF THE FIRST JUDICIAL DISTRICT OF THE

                    STATE OF IDAHO IN AND FOR THE COUNTY OF KOOTENAI

                                                        )
LAWRENCE ("BUD") MOON, JR., et al,,                     )
                                                        )  Case
                                                                         No.     CV 2002 3890
                                 Plaintiffs,            )
                                                        )           MEMORANDUM OPINION AND
vs.                                                     )           ORDER DENYING DEFENDANTS'
                                                        )           MOTIONS TO DISMISS
NORTH IDAHO FARMERS ASSOCIATION,  )
et al,.                                                 )
                                                        )
                                 Defendants.            )



     I. FACTUAL
                          BACKGROUND.

            Plaintiffs are eight individuals who either themselves have, or who represent minor

children who have, chronic pulmonary disorders such as asthma, bronchitis, cystic fibrosis

and/or cardiac conditions.  Class Action Complaint, ¶ 1.  They allege they are at great risk

for serious health problems due to smoke from the burning of grass seed stubble and

SNIPPETS:

IN THE DISTRICT COURT OF THE FIRST JUDICIAL DISTRICT OF THE

STATE OF IDAHO IN AND FOR THE COUNTY OF KOOTENAI

Plaintiffs are eight individuals who either themselves have,

for serious health problems due to smoke from the burning of grass seed stubble and

Accordingly, plaintiffs shall be referred to as "at risk citizens", or "citizens."

The defendants consist of about 78 farmers who farm on the Couer d'Alene Indian

the State of Idaho is a defendant.

On June 10, 2002, plaintiffs filed their "Class Action Complaint" against

ordering farmers to immediately stop any agricultural burning in the State of Idaho even if

issues of 1) pre-emption, 2) nuisance and 3) trespass, were held August 9, 2002.

they have seen between increased respiratory symptoms and grass field burning.

Farmers claim federal law (the

Clean Air Act, 42 U.S.C. § 7401, as implemented through the State Implementation

Plan, Idaho Code § 39-105 39-107 and IDAPA 58.01.01), preempts common

common law torts of private and public nuisance are barred by Idaho Code § 52-108

common law tort of trespass is not a proper cause of action as smoke and soot give rise

IDAPA 58.01.01), preempts common law nuisance and trespass claims.

Pursuant to SMCRDA the Idaho Department of Agriculture adopted Crop

Rehabilitation Act in Save Our Summers v. Washington Dept. of Ecology,

United States Supreme Court did not address any state tort claims.

Protection and Health Act of 1972,

It is hereby recognized by the legislature that the protection of the environment and the

Citizens allege both public and private nuisance.

nuisance which require a "substantial interference with the use and enjoyment of his

The federal district court was left to decide whether the deposits harmed plaintiff's

PRESCRIPTIVE EASEMENT.

6 . MOTION FOR TEMP REST ORDER

EXTRACTED KEY WORDS

PLAINTIFFS
COURT
BURNING
DEFENDANTS
FIELD BURNING
RESIDUE
SMOKE
HEALTH
GRASS
RESTRAINING ORDER
FARMS
NORTH IDAHO
PRELIMINARY INJUNCTION
DECL
BLUEGRASS
WASHINGTON
HEALTH EFFECTS
PUBLIC HEALTH
NORTH IDAHO FARMERS
PARTICULATE
RESPIRATORY
DISTRICT COURT
IRREPARABLE HARM
COMPLAINT
TEMPORARY RESTRAINING ORDER
POLLUTION
ADVERSE HEALTH EFFECTS
AFFIDAVIT
IRREPARABLE INJURY

Philip H. Gordon, ISB #1996
GORDON LAW OFFICES, CHTD.
1602 West Franklin Street, Suite A
Boise, ID 83702
Telephone: (208) 345-7100
Facsimile: (208) 348-0050
Steve W. Berman, WSBA #12536
R. Brent Walton, WSBA #27395
HAGENS BERMAN LLP
1301 Fifth Avenue, Suite 2900
Seattle, WA 98101
Telephone: (206) 623-7292
Facsimile: (206) 623-0594
Attorneys for Plaintiffs and the Class
IN THE DISTRICT COURT OF THE FIRST JUDICIAL DISTRICT OF THE STATE OF
IDAHO, IN AND FOR THE COUNTY OF KOOTENAI

LAWRENCE ("BUD") MOON, JR.,
individually and on behalf of all others similarly
situated, ALEX H., by and through her parents No. CV 02-3890
and guardians, TRINA H. and JAMES H.,
individually and on behalf of all others similarly PLAINTIFFS' MOTION FOR TEMPORARY
situated, KALEY F., by and through her parent RESTRAINING ORDER AND ORDER TO
and guardian, LAURA F., individually and on SHOW CAUSE FOR ISSUANCE OF
behalf of all others similarly situated, JEANNE PRELIMINARY INJUNCTION
WOLCOTT, individually and on behalf of all
others similarly situated, JERRY VICKERS,
individually and on behalf of all others similarly
situated, GARY VAUGHN, individually and on
behalf of all others similarly situated, MIKE
MADSEN, individually and on behalf of all
others similarly situated, BRUCE CHARLES
ROTHERMEL, individually and on behalf of all
others similarly situated,
Plaintiffs,
v.
NORTH IDAHO FARMERS ASSOCIATION;
WAYNE MEYER, WILLIAM DOLE;
MICHAEL DOLE; WARREN DOLE;
JACQUOT FARMS ENTERPRISES, INC.; G.
WADE McCLEAN; TERRY NICHOLS;
SATCHWELL FARMS, INC.; WALLACE
MEYER; DAVID ASHER; TERRELL K.
BAUNE; BAUNE FARMS, INC.; MIKE

PLAINTIFFS' MOTION FOR TEMPORARY
RESTRAINING ORDER

SNIPPETS:

WA 98101 Telephone: 623-7292 Facsimile: 623-0594 Attorneys for Plaintiffs and the Class

IDAHO, IN AND FOR THE COUNTY OF KOOTENAI

NORTH IDAHO FARMERS ASSOCIATION; WAYNE MEYER, WILLIAM DOLE; MICHAEL DOLE; WARREN DOLE;

PLAINTIFFS' MOTION FOR TEMPORARY RESTRAINING ORDER

Defendants from Burning Bluegrass Residue in 2002 and an Order

to Show Cause Why a Preliminary Injunction Should Not Issue ................................17

Court Cent.

Save Our Summers v. Washington State Dep't of Ecology,

from eight leading area physicians who have each witnessed the adverse health effects of field

The Court has the power to prevent the burning, stop the public health threat and possibly

and stop the burning because on the face of the Complaint, plaintiffs are entitled to the

grass seed without burning, while plaintiffs and the other vulnerable citizens of north Idaho

what is so important that field burning must be stopped?

Both have a terrible time of it when exposed to smoke from grass

These citations are to the Exhibits in the evidentiary submission attached to the Affidavit

Plaintiffs submit these certified court documents as evidence in support of their motion for

is the Certification from the United States District Court, District of Idaho, Clerk that the

The health effects on the Howards' children from the smoke was of such concern that the

would experience acute respiratory distress when exposed to smoke from grass residue burning.

When exposed to smoke from field burning, Gary suffers severe adverse health effects,

(Meints Decl., ¶ 4, Ex.

Pollution Control Authority.

reports "that some North Idaho farmers are already growing and successfully harvesting

particulate matter, called PM2.5, which consists of small particles less than 2.5 microns in

Plaintiffs and putative class members will suffer great or irreparable harm if defendants burn

or great or irreparable injury to the plaintiff.

7 . MEMORANDUM OPINION

EXTRACTED KEY WORDS

BURNING
PLAINTIFF
MOTIONS
IDAHO
SMOKE
DEFENDANT
INJUNCTION
TIE
HEALTH
GRASS
MEMORANDUM OPINION
DISTRICT COURT
COMPLAINT
CITIZENS
IDAHO RULE
CIVIL PROCEDURE
HEALTH PROBLEMS
GRANTING
FIELD BURNING
CLASS ACTION COMPLAINT
ORDER DENYING DEFENDANTS
IDAHO SUPREME
IRREPARABIE
EVIDENCE
NUISANCE
CONSISTS
ARDOR CARDIAC CONDITIONS
FEDERAL DISTRICT JUDGE
TEMPORARY RESTRAINING ORDER

08/30/2002   15:58         208-6672150                                EJAME  & M                   





                                                                                    STATE OP  IDAHO
                                                                                    county of





                 IN THE DISTRICT COURT OF THE FlRST JUDIiJXL  DISTtiCT  OF THX

                        STATE OF IDmO IN AND FOR THE COUNTY  OF KOOTENXI


       LAWRElVCE  (93UD")  MOON, JR, et  al.,,                         )                           
                                          Plaint@,                             Case No.            
                                                                      1        MEMORANDUM OPINION
       VS.                                                            1\       ORDER 
       NORTH  IDAHO  FiUWlF,RS   ASSOCLATION,  ;                               MOTION FOR
       et a&.                                                                 PREUMINARY YNWNCTION
                                                                      1)
                                          Defendanfs.                 )

              L  FACT-U&   BACKGROUM).

                 To place matters in cmtext,  tie `Factual Background" set forth  in the Coti's

       `%kmorandum  Option and Order Denying Defendants' Motions to Dism.isb"  filed .4ugust

       19,2002,  is reiterated in part in this Memorandum Opinion and Order Granting Plaintiffs'

      -MO   tion for Preliminary lixjuxtion  as follows:

                 Plaintiffs are  eight individuals who either themselves have, or who represent

      childr~~~  who have, chronic pulmonary disorders such as asthma, bronchitis, cystic fibrosis

      ardor  cardiac conditions. Class Action Complaint,  r[ 1. They allege they are at great risk

      for serious health problems due to smoke from the burning of grass seed tible and straw,

SNIPPETS:

IN THE DISTRICT COURT OF THE FlRST JUDIiJXL DISTtiCT OF THX

tie `Factual Background" set forth in the Coti's

19,2002, is reiterated in part in this Memorandum Opinion and Order Granting Plaintiffs'

ardor cardiac conditions.

Class Action Complaint, r[1.

for serious health problems due to smoke from the burning of grass seed tible and straw,

and are thus differentiated from the rest of the population that are exposed to such smoke.

Defendant North Idaho Farmers Association is a non-profit or&n.ization

the State of Idaho is a defendant.

June 10,2002, plaintiffs filed their "Class Action Complaint'" against defendants,' seeking:

any agricultural burning in the State of Idaho even.

Citizens' attorneys scheduled a wvo day hearing for a temporary reslraining order,

Court to schedule the hearing on theix motion for TRO and preliminary injunction,

The State of Idaho aud some of the farmers' filed motions to dismiss on August 7,

dismiss on the issues of preemption, nuisance and trespass.

The plaintiff citizens are represented by Steve W. Berman, RBrent Walton, Philip H. Gordon

Evidence and argument by counsel

The Court will again explain why a hearing on the temporary restraining order was

The Idaho Supreme Court in Lawrence Varelzouse Co. V.

A Temporary Restraining Order pursuant to Idaho Rule of Civil Procedure 65

Rule of Civil Procedure 65, and not a motion for temporary rest&&g order under

demanded, and such relief> or any part thereof, consists in restraining the

Code $ 6-803 and may well apply to the smoke from field burning.

as to the effects of field burning and health problems.

and injunctive relief may be granted where the injury is great or irreparabie.

"`Memorandum Opinion and Order Denying Defendants' Motions to Dismiss."

8 . EMERGENCY MOTION TO MODIFY PRELIM INJUNCTION

EXTRACTED KEY WORDS

PLAINTIFFS
IDAHO
FARM
PRELIMINARY INJUNCTION
FARMERS
DEFENDANTS
LAW
DISTRICT COURT
BURNING
ATTORNEY
BOND
IDAHO SUPREME COURT
DOLE
WAYNE MEYER
BRUCE CHARLES ROTHERMEL
MIKE
JURISDICTION
IRREPARABLE INJURY
DAMAGES
PRELIMINARY MANDATORY INJUNCTION
FIELD BURNING
ECONOMICS
MICHAEL DOLE
NORTH IDAHO FARMERS
FIRST JUDICIAL DISTRICT
WSBA
HAGENS BERMAN LLP
GORDON LAW OFFICES
REQUIRING

Philip H. Gordon, ISB #1996
GORDON LAW OFFICES, CHTD.
1602 West Franklin Street, Suite A
Boise, ID  83702
Telephone:  (208) 345-7100
Facsimile:  (208) 348-0050
 Steve W. Berman, WSBA #12536
R. Brent Walton, WSBA #27395
HAGENS BERMAN LLP
1301 Fifth Avenue, Suite 2900
Seattle, WA  98101
Telephone:  (206) 623-7292
Facsimile:  (206) 623-0594
 Attorneys for Plaintiffs and the Class
   IN THE DISTRICT COURT OF THE FIRST JUDICIAL DISTRICT OF THE STATE OF
                         IDAHO, IN AND FOR THE COUNTY OF KOOTENAI

LAWRENCE ("BUD") MOON, JR.,
individually and on behalf of all others similarly
situated, ALEX H., by and through her parents                      No. CV 02-3890
and guardians, TRINA H. and JAMES H.,
individually and on behalf of all others similarly                 EMERGENCY MOTION TO MODIFY
situated, KALEY F., by and through her parent                      PRELIMINARY INJUNCTION AND/OR
and guardian, LAURA F., individually and on                        ISSUE NEW PRELIMINARY INJUNCTION
behalf of all others similarly situated, JEANNE
WOLCOTT, individually and on behalf of all
others similarly situated, JERRY VICKERS,
individually and on behalf of all others similarly
situated, GARY VAUGHN, individually and on
behalf of all others similarly situated, MIKE
MADSEN, individually and on behalf of all
others similarly situated, BRUCE CHARLES
ROTHERMEL, individually and on behalf of all
others similarly situated,
  Plaintiffs,
  v.
 NORTH IDAHO FARMERS ASSOCIATION;
WAYNE MEYER, WILLIAM DOLE;
MICHAEL DOLE; WARREN DOLE;
JACQUOT FARMS ENTERPRISES, INC.; G.
WADE McCLEAN; TERRY NICHOLS;
SATCHWELL FARMS, INC.; WALLACE
MEYER; DAVID ASHER; TERRELL K.
BAUNE; BAUNE FARMS, INC.; MIKE


EMERGENCY MOTION TO MODIFY                               - 1 -
PRELIMINARY INJUNCTION AND/OR ISSUE
NEW PRELIMINARY INJUNCTION

SNIPPETS:

GORDON LAW OFFICES, CHTD.

Steve W. Berman, WSBA #12536 R. Brent Walton, WSBA #27395

HAGENS BERMAN LLP

IN THE DISTRICT COURT OF THE FIRST JUDICIAL DISTRICT OF THE STATE OF

IDAHO, IN AND FOR THE COUNTY OF KOOTENAI

WOLCOTT, individually and on behalf of all others similarly situated, JERRY VICKERS,

NORTH IDAHO FARMERS ASSOCIATION; WAYNE MEYER, WILLIAM DOLE; MICHAEL DOLE; WARREN DOLE;

PRELIMINARY INJUNCTION AND/OR ISSUE NEW PRELIMINARY INJUNCTION

DUNCAN; DAVID FISH; THOMAS FREEBURG; GARY FRENCH; DAVID GUMM; CHARLES A. HAHNER; HAHNER

Plaintiffs request that the Court modify the Preliminary Injunction entered on August 30,

The Idaho Supreme Court did so

exceeds in some respects the District Court's jurisdiction."

Based on the submissions of the Petitioners (defendants in this action) to the Idaho

Except as otherwise indicated in this brief, plaintiffs do not agree that Petitioners'

The Court can ban field burning and require plaintiffs to post a surety bond in an amount

farmers to deposit $100,000 with the Clerk of the Court but still require plaintiffs to post

did not read the Court's ruling as an assertion of jurisdiction over the Tribe or requiring

Petitioners contended that no preliminary mandatory injunction may issue under I.R.C.P

irreparable injury will flow from its refusal.") This is one of those cases.

to respond in damages.

"when you balance simple economics issues on the one side of the scale,

Plaintiffs do not dispute that some "costs, damages or attorney fees" might

As defendant Wayne Meyer

9 . PERMANENT INJUNCTION - DEF SMITH

EXTRACTED KEY WORDS

MORTGAGE
INDIVIDUAL DEFENDANTS
LOAN
FIRST ALLIANCE
CALIFORNIA
MASSACHUSETTS
ARIZONA
ALLIANCE MORTGAGE COMPANY
CONSUMER
PARAGRAPH
STIPULATION
ILLINOIS
YORK
FLORIDA
COURT
COUNSEL
VIOLATION
LOAN BUSINESS
HEREINAFTER
PATTY SULLIVAN
JEFFREY SMITH
COMMONWEALTH
JAMES
PURSUANT
ORIGINATION
ACT
CHISICK
CENTRAL DISTRICT
UNITED STATES BANKRUPTCY

   1  BILL LOCKYER,
           Attorne  General
  2  H E R S C ~ E L
                          T. ELKINS
           Senior Assistant Attornei General
  3      ALBERT N.  SHELDEN,
           Su  ervisin  De  u     Attorney General
  4      ROgYN C.  !$MI!h!(       Cal. Bar No.  165446
         SABRINA KIM, Cal. Bar No.  186242
  5        DeDutv Attornevs General


  6


  7


  8  Attorneys  or Plaint$          the
                    /
         People o  the State of California
  9
          Additional Counsel on the
         E
10        ollowing Pages]


11
                                  UNITED STATES DISTRICT COURT

12
                          FOR THE CENTRAL DISTRICT OF CALIFORNIA

13
                                            SANTA ANA DIVISION

14
         THE PEOPLE OF THE STATE OF                        Case No. CV 00-964 DOC (EEx)

15  CALIFORNIA, THE STATE OF
         ARIZONA, THE STATE OF FLORIDA,                    (Related to Case Nos.  SA CV 01-
16  THE PEOPLE OF THE STATE OF                             1174, SA CV 01-139, SA CV 01-
         ILLINOIS, THE COMMONWEALTH OF                     306)
17  MASSACHUSETTS, AND THE NEW
         YORK STATE BANKING                                Bankru  tc  Case Nos. SA 00-
18       DEPARTMENT,                                       \ Z 7 0  L%, S A  00-12371 LR, SA
                                                           00-12372 LR. and SA 00-12373
19                                                         LR (Jointly Administered))
                              P1 aint i ffs ,

SNIPPETS:

FOR THE CENTRAL DISTRICT OF CALIFORNIA

Defendants.

ROBERT ZUMOFF, Chief Counsel

Attorneys for Claimant, the State of Arizona

Attorneys for P l a i n t s the State of Florida

JAMES E. RYAN Attorney General THOMAS JAMES,

23 ittorneys for Claimant, the Conzmonwealth of Massachusetts

by Stephen LeClair, Assistant Attorney General, the People of the State of Illinois,

Newbold and Tom James, Assistant Attorneys General, the Commonwealth of

10 Assistant Attorney General, and the State of New York, through its Superintendent

12 Jeffrey Smith, Patty Sullivan, and Salah Bastawy, have entered into a Stipulation

28 against Defendants Brian Chisick, Sarah Chisick, Patty Sullivan, Jeffrey Smith,

First Alliance Mortgage Company, a California corporation, and First Alliance

CV 00-964 DOC (hereinafter,

C Arizona on July 20,2001, in the United States Bankruptcy Court, Central District

Paragraph A herein to be complaints properly filed in this Court and consolidated

14 or liability against the Individual Defendants arising out of or related to any of the

13 principal dwelling and includes, but is not limited to, personal consumer loans,

Protection Act, G.L. c. 93A, 8 4, Section 7 of the Illinois Consumer Fraud Act,

Loan business in connection with the advertising, marketing, solicitation,

brokering, origination, closing, offering for sale, or sale of credit to consumers,

this Order setting forth the nature of any alleged violation of this Order.

l d recent non-business address provided pursuant to Paragraphs 0 and P herein.

10 . PERMANENT INJUNCTION - DEF CHISICK

EXTRACTED KEY WORDS

MORTGAGE
STIPULATION
SARAH CHISICK
FIRST ALLIANCE
BRIAN
MORTGAGE LOANS
CALIFORNIA
PERMANENT INJUNCTION
ALLIANCE MORTGAGE COMPANY
ILLINOIS
MASSACHUSETTS
YORK
FLORIDA
JAMES
COURT
FAMCO NOTICES
REQUEST
HEREINAFTER
ARIZONA
REQUESTED RECORDS
ORIGINATION
CONSUMER
PARAGRAPH
COMMONWEALTH
VIOLATION
CREDITOR
COUNSEL
WRITTEN REQUEST
BROKER

        BILL LOCKYER,
         Attorne  General
  I     H E R S C ~ E L
                            T. ELKINS
  1
         Senior Assistant Attornei General
        ALBERT N. SHELDEN,
         Su  ervisin  De  u                Attorney General
        ROI!N  C. iMI%$Cal.                     Bar No.  165446
 L

        SABRINA KIM, Cal. Bar No.  186242
  4      De  uty Attorneys General
                80.
        300        SPrine Street. Suite 5000

 t



  1




 E                        Plaint$  the
                          State of California
 s
        Additional  Counsel on Following
1C      Lages]

11                                        UNITED STATES D  TRICT COURT

12                          FOR THE CENTRAL DISTRICT OF CALIFORNIA

13                                                   SANTA ANA DIVISION

14      THE PEOPLE OF THE STATE OF                                  Case No. CV 00-964 DOC (EEx)
        ZALIFORNIA, THE STATE OF
15      W Z O N A ,  THE STATE OF FLORIDA,                          Related to Case Nos. SA CV 01-
                                                                    !
        THE COMMONWEALTH OF                                          174, SA CV 01-139, SA CV 01-
16      MASSACHUSETTS, THE PEOPLE OF                                306)
        rHE STATE OF ILLINOIS. AND THE
17      VEW  YORK STATE B A m I N G                                 Bankru  tc  Case Nos. SA 00-
        IEPARTMENT,                                                 12370 L!k,  SA 00-12371 LR, SA
18                                                                  00-12372 LR, and SA 00-12373
                                                                    LR (Jointly Administered))
19                                     Plain tiffs,

SNIPPETS:

Additional Counsel on Following

, 5 FIRST ALLIANCE MORTGAGE

FIRST ALLIANCE MORTGAGE

Stipulated Permanent Injunction and Order Between the States and Brian and Sarah Chisick

Attorneys for Claimant, the State of Arizona

11 4ttorneys for P l a i n t 8 the State of Florida

JAMES E. RYAN Attorney General

17 4ttorneys for P l a i n t 8 the People of the State of Illinois

ittorneys for Claimant, the Commonwealth of Massnchiisetts

WHEREAS, Plaintiffs, the People of the State of California, through Bill

1c Assistant Attorney General, and the State of New York, through its Superintendent

12 Brian Chisick and Sarah Chisick, have entered into a Stipulation of Settlement

28 3rst Alliance Mortgage Company, a California corporation, and First Alliance

CV 00-964 DOC (hereinafter,

Arizona on July 20,200 1, in the United States Bankruptcy Court, Central District

19 Massachusetts on September 10,2000, in the United States Bankruptcy Court,

28 Paragraph A herein to be complaints properly filed in this Court and consolidated

The Chisicks have waived all rights to challenge or contest the

with the creditor, that either must be paid by the consumer in cash at the time the

14 home mortgage loans, home purchase loans, home equity loans, home

offer, broker, originate, close, disclose the terms of, or fund Mortgage Loans;

origination or brokering of Mortgage Loans.

shall mail, by first class mail, such written request to the Chisicks at the most

12 provide the Statewith the requested records or information or notify the

27 to the Chisicks setting forth the nature of any alleged violation of this Order.

17 clearly indicate that said communications refer to "FAMCO Notices."

11 . CLASS ACTION COMPLAINT

EXTRACTED KEY WORDS

DEFENDANTS
PLAINTIFFS
SECURITIES
SEQUENTIAL TRADES
MATERIAL FACTS
POWER
REVENUES
EXCHANGE
CLASS PERIOD
COUNTERPARTIES
REPORTS
OMISSIONS
AMERICAN ELECTRIC POWER
COMMON STOCK
COMMISSION
CONNECTION
SECURITIES ACT
MISREPRESENTATIONS
TRANSACTIONS
MISLEADING
SECONDARY OFFERING
MISSTATEMENTS
ACTION PURSUANT
PROSPECTUS
DISSEMINATION
DISCLOSE MATERIAL FACTS
EQUITY UNITS
TRADING OPERATIONS
SECURITIES ANALYSTS

                                    UNITED STATES DISTRICT COURT
                                         SOUTHERN DISTRICT OF OHIO
                                                  EASTERN DIVISION
________________________________________________
THE ALBERT FADEM TRUST and LLOYD R.                                       X
FADEM, as Trustee, on behalf of themselves and all  :                     No.
others similarly situated,                                    :
                                                                          :      CLASS ACTION
                                               Plaintiffs,                :      COMPLAINT
                                                                          :
                              against                                     :      JURY TRIAL DEMANDED
                                                                          :
AMERICAN ELECTRIC POWER CO. INC.,                                         :
E. LINN DRAPER, JR., THOMAS SHOCKLEY, III,                                :
GOLDMAN, SACHS & CO., J.P. MORGAN                                         :
SECURITIES INC., and SALOMON SMITH                                        :
BARNEY INC.,                                                              :
                                               Defendants.                :
________________________________________________X

        Plaintiffs, by their undersigned attorneys, individually and on behalf of the Class

below, upon information and belief, based upon, inter alia, the investigation of counsel, which

among other things, a review of public announcements made by defendants, Securities and Exchange

Commission ("SEC") filings made by defendants, press releases, reports of securities analysts, and

media reports, except as to the paragraph applicable to the named plaintiffs which is alleged upon

personal knowledge, bring this complaint (the "Complaint") against defendants named herein, and

as follows:



                                         SUMMARY OF ALLEGATIONS

        1.  This is a securities class action alleging violations of the federal securities laws

connection with misstatements and omissions of material fact regarding American Electric Power Co.

Inc. ("AEP" or the "Company") by the defendants named herein.  In particular, during


the class period hereinafter defined, defendants made misrepresentations and/or omissions of

fact, including:

SNIPPETS:

Plaintiffs, by their undersigned attorneys, individually and on behalf of the Class described

among other things, a review of public announcements made by defendants, Securities and

media reports, except as to the paragraph applicable to the named plaintiffs which is alleged

connection with misstatements and omissions of material fact regarding American Electric

Inc. ("AEP" or the "Company") by the defendants named herein.

involving sequential trades with the same terms and counterparties;

revenues sums received in connection with such sequential trades with the same terms

After Wall Street learned about widespread practices in the power industry regarding socalled

of the Securities Act of 1933 and Section 27 of the Securities

Plaintiff brings this action pursuant to Sections 11 and 15 of the Securities Act

offering (the "Secondary Offering") of $654,400,000 worth of AEP common stock on or about

exchanged or otherwise acquired the common stock of AEP between May

Class members who acquired AEP stock during the Class Period.

public statements and filings with the Securities and Exchange Commission and/or in the

Registration Statement and Prospectus for the Secondary Offering;

trading operations were in disarray and whose management controls left it at risk of

Dissemination of False and Misleading Financial Information

common stock at a public offering price of $40.90 per share and 6 million equity units at a

material facts including, inter alia, facts set forth in ¶ 37, infra.

MISSTATEMENTS AND OMISSIONS OF MATERIAL FACTS

public misrepresentations or failed to disclose material facts during the Class Period

AEP was followed by numerous securities analysts;

and concealed and failed adequately to disclose material facts as described above.

12 . COMPLAINT

EXTRACTED KEY WORDS

DEFENDANTS
WEST MIFFLIN
CHURCH
GRACE CHRISTIAN
OCCUPANCY PERMIT
PENNSYLVANIA
HOMESTEAD
MEMBERS
BUTLER
CIVIL
PLAINTIFFS
CIVIL RIGHTS
PURCHASE
PREDOMINANTLY AFRICAN-AMERICAN
BOROUGH
COURT
MUNICIPALITY
LEGAL IMPEDIMENTS
GRACE CHRISTIAN MINISTRIES
RELIGIOUS MISSION
ALDINE COLEMAN
FURTHERANCE
FREE EXERCISE
STATES CONSTITUTION
ALLEGHENY COUNTY
EQUAL PROTECTION
COMMONWEALTH
BUILDING INSPECTOR/ZONING
JUDGE JAMES

IN THE UNITED STATES DISTRIC T COURT
FOR THE WESTERN DISTRICT OF PENNSYLVANIA

)
THE SECOND BAPTIST CHURCH OF )
HOMESTEAD, INC., a Pennsylvania )
nonprofit corporation, DONALD P. )
TURNER, RUSSELL M. FREEMAN and )
ALDINE COLEMAN, )
)
Plaintiffs )
)
v. ) Civil Action No.
)
BOROUGH OF WEST MIFFLIN and )
DENNIS BUTLER, individually and in )
his official capacity as Borough of West )
Mifflin Building Inspector/Zoning )
Officer/Planning Director, )
)
Defendants )
)

VERIFIED CIVIL ACTION COM PLAINT

I. INTRODUCTORY STATEMENT

1. This civil rights action is brought by The Second Baptist Church of Homestead, Inc.

(hereinafter referred to as "Second Baptist"), an established, predominantly African-American,

religious organization, that has been duly registered in Pennsylvania as a charitable, nonprofit

corporation, and Donald P. Turner, Russell M. Freeman and Aldine Coleman, three Second Baptist

members.

2. Defendants, a Pennsylvania municipality and a municipal official, have imposed

SNIPPETS:

FOR THE WESTERN DISTRICT OF PENNSYLVANIA

This civil rights action is brought by The Second Baptist Church of Homestead,

, an established, predominantly African-American,

Defendants, a Pennsylvania municipality and a municipal official, have imposed substantial

legal impediments designed to defeat Second Baptist's efforts to purchase and use

gospel in West Mifflin are being thwarted.

The efforts of the individual Plaintiffs to participate in and reap spiritual benefits from

Grace Christian Ministries, Inc., a congregation with a predominately White

membership that was issued an occupancy permit by Defendants in 1998 for use of its property

Fourteenth Amendment, the Civil Rights Act of 1871, 42 U.S.C. §1983, and the equal protection

§26 of the Constitution of the Commonwealth of Pennsylvania.

damages and such other relief as is necessary to ensure and effectuate their right to

and use church property in the Borough of West Mifflin.

The jurisdiction of this court to adjudicate Plaintiffs' federal claims is premised

Plaintiff Aldine Coleman is an adult resident of Allegheny County,

Defendant Dennis Butler is the Borough of West Mifflin's Building Inspector/Zoning

She serves as the secretary of the J.D. Morton Missionary Society, Second Baptists' missionary

expand its ministry and/or fully serve the religious needs of its members in its existing

need for expanded facilities so that it could fulfill its religious mission, it learned that

agreement with Noah's Ark is in furtherance of Second Baptist's ministry and it would permit

Defendant Borough of West Mifflin by Defendant Butler, West Mifflin's Building

Following the entry of Judge James' Order in the Noah's Ark appeal,

COUNT 2 - 42 U.S.C. §1983 (FREE EXERCISE)

clause of the First Amendment to the United States Constitution.

13 . ORDER TO HOLD SEPARATE

EXTRACTED KEY WORDS

SEPARATE JOINT VENTURE
COMMISSION
AGREEMENT
CONSENT AGREEMENT
SHELL OIL COMPANY
SEPARATE TRUSTEE
EMPLOYEES
PENNZOIL-QUAKER STATE COMPANY
PURPOSES
ACT
MANAGER
PROPOSED MERGER
MATERIAL CONFIDENTIAL INFORMATION
COMPLAINT
COMPETITION
FEDERAL TRADE COMMISSION
THEREAFTER
JURISDICTIONAL FACTS
REPRESENTATIVES
SUCCESSORS
INVESTIGATIONS
EXCEL PARALUBES
CONSISTENT
SUBSTITUTE
EMPLOYMENT
SEPARATE PERIOD
RESPONSIBILITIES
COMPLIANCE
SUPPORT SERVICES

                                                                                                   

                                                      UNITED STATES OF AMERICA
                                             BEFORE FEDERAL TRADE COMMISSION

            COMMISSIONERS:                                   Timothy J. Muris, Chairman
                                                             Sheila F. Anthony
                                                             Mozelle W. Thompson
                                                             Orson Swindle
                                                             Thomas B. Leary



                                                                              )
In the Matter of                                                              )
                                                                              )
SHELL OIL COMPANY,                                                            )
           a corporation,                                                     )
                                                                              )         Docket No.
            and                                                               )
                                                                              )
PENNZOIL-QUAKER STATE COMPANY,                                                )
          a corporation.                                                      )
                                                                              )

__________________________________________)



                                  ORDER TO HOLD SEPARATE AND MAINTAIN ASSETS

            The Federal Trade Commission ("Commission"), having initiated an investigation of the
proposed merger involving Respondent Shell Oil Company and Respondent Pennzoil-Quaker State
Company, hereinafter referred to as "Respondents," and Respondents having been furnished
thereafter with a copy of a draft Complaint that the Bureau of Competition proposed to present to
the Commission for its consideration and which, if issued by the Commission, would charge
Respondents with violations of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and
Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45; and

            Respondents, their attorneys, and counsel for the Commission having thereafter executed
an Agreement Containing Consent Orders ("Consent Agreement"), containing an admission by
Respondents of all the jurisdictional facts as set forth in the aforesaid draft of Complaint, a
statement that the signing of said Consent Agreement is for settlement purposes only and does not
constitute an admission by Respondents that the law has been violated as alleged in such
Complaint, or that the facts as alleged in such Complaint, other than jurisdictional facts, are
and waivers and other provisions as required by the Commission's Rules; and

            The Commission, having thereafter considered the matter and having determined that it

SNIPPETS:

had reason to believe that the Respondents have violated the said Acts, and that a Complaint makes the following jurisdictional findings and issues this Order to Hold Separate and Maintain

Respondent Shell Oil Company is a corporation organized, existing and doing business under

Respondent Pennzoil-Quaker State Company is a corporation organized, existing and doing

"Atlas" means Atlas Processing Company, its officers, directors, employees,

agents and representatives, predecessors, successors, and assigns;

J. "Excel Paralubes" means the joint venture formed by agreement dated August 2, 1994,

M. "Hold Separate Period" means the time period during which the Hold Separate Order is in

N. "Joint Venture Interest Employees" means all personnel of Respondents whose primary

O. "Material Confidential Information" means competitively sensitive or proprietary

P. "Merger" means the acquisition of Pennzoil by Shell through the proposed merger of Shell

During the Hold Separate Period, Respondents shall hold the Held Separate Joint Venture xcept to the extent that Respondents must exercise direction and control over the Held Separate its financial controls; and Respondents shall have the right to defend any legal claims,

The purpose of this Hold Separate Order is to: preserve the Held Separate Joint Venture vant divestitures and other relief; and help remedy any anticompetitive effects of the proposed

to the Hold Separate Trustee all rights, powers, and authorities necessary to permit the Hold

No later than five days after this Hold Separate Order becomes final, Respondents shall,

The Hold Separate Trustee shall have the responsibility, consistent with the terms of this iance with their obligations pursuant to this Hold Separate Order and the Decision and Order.

Commission may appoint a substitute Hold Separate Trustee

In connection with support services or products not included within the Held Separate Joint

this Hold Separate Order, such persons shall be prohibited from providing, discussing,

14 . DECISION AND ORDER

EXTRACTED KEY WORDS

COMMISSION
OIL
AGREEMENT
SHELL OIL COMPANY
TRUSTEE
CONSENT
PROPOSED MERGER
PENNZOIL-QUAKER STATE COMPANY
COMPLAINT
TRADE COMMISSION ACT
BASE OIL
FEDERAL TRADE COMMISSION
DIVESTITURE
PURPOSE
PENNZOIL EXCEL PARALUBES
THEREAFTER
COMPETITION
ATTORNEYS
JURISDICTIONAL FACTS
EXCEL PARALUBES
PARAGRAPH
REPRESENTATIVES
SUCCESSORS
DIRECTORS
EMPLOYEES
JOINT VENTURES
DRAFT COMPLAINT
CHARGE RESPONDENTS
ADMISSION

                                                                                    021 0123

                                     UNITED STATES OF AMERICA
                               BEFORE FEDERAL TRADE COMMISSION

          COMMISSIONERS:                  Timothy J. Muris, Chairman
                                          Sheila F. Anthony
                                          Mozelle W. Thompson
                                          Orson Swindle
                                          Thomas B. Leary



                                                           )
In the Matter of                                           )
                                                           )
SHELL OIL COMPANY,                                         )
           a corporation,                                  )
                                                           )         Docket No. ________
          and                                              )
                                                           )
PENNZOIL-QUAKER STATE COMPANY,                             )
          a corporation.                                   )
                                                           )
__________________________________________)



                                         DECISION AND ORDER

          The Federal Trade Commission ("Commission"), having initiated an investigation of the
proposed merger involving Respondent Shell Oil Company and Respondent Pennzoil-Quaker State
Company, hereinafter referred to as "Respondents," and Respondents having been furnished
thereafter with a copy of a draft Complaint that the Bureau of Competition proposed to present to
the Commission for its consideration and which, if issued by the Commission, would charge
Respondents with violations of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and
Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45; and

          Respondents, their attorneys, and counsel for the Commission having thereafter executed
an Agreement Containing Consent Orders ("Consent Agreement"), containing an admission by
Respondents of all the jurisdictional facts as set forth in the aforesaid draft of Complaint, a
statement that the signing of said Consent Agreement is for settlement purposes only and does not
constitute an admission by Respondents that the law has been violated as alleged in such
Complaint, or that the facts as alleged in such Complaint, other than jurisdictional facts, are
and waivers and other provisions as required by the Commission's Rules; and

          The Commission, having thereafter considered the matter and having determined that it
had reason to believe that the Respondents have violated the said Acts, and that a Complaint

SNIPPETS:

Respondent Shell Oil Company is a corporation organized, existing and doing business under

Respondent Pennzoil-Quaker State Company is a corporation organized, existing and doing

"Atlas" means Atlas Processing Company, its officers, directors, employees,

agents and representatives, successors, and assigns; its joint ventures, including,

but not limited to, the Pennzoil Excel Paralubes Interest, subsidiaries, divisions,

employees, agents, representatives, successors, and assigns of each.

G. "Base Oil" means paraffinic-based lubricant stock of all types, grades, viscosities, and

J. "Effective Date of Divestiture" means the date on which the applicable divestiture is

K. "Excel Paralubes" means the joint venture formed by agreement dated August 2, 1994,

O. "Merger" means the acquisition of Pennzoil by Shell through the proposed merger of Shell

other than an agreement as provided in Paragraph II.B.

E. The purpose of this Paragraph is to ensure that the Acquirer is a viable independent n in Group II Base Oil resulting from the proposed Merger as alleged in the Commission's Complaint.

The purpose of this Paragraph is to ensure that Respondents do not increase their share of

of this Order, fully complied with the obligations specified in Paragraph II of this Order,

In the event that the Commission or the United States Attorney General brings an action

The Trustee shall have the authority to employ, at the cost and expense of Respondents, such

15 . ORDER TO HOLD SEPARATE

EXTRACTED KEY WORDS

RESPONDENTS
COMMISSION
AGREEMENT
SEPARATE BUSINESS
CONSENT AGREEMENT
SEPARATE TRUSTEE
ACT
PURPOSES
ASSETS
MONITOR
EMPLOYEES
MANAGER
MATERIAL CONFIDENTIAL INFORMATION
FEDERAL TRADE COMMISSION
THEREAFTER
COMPLAINT
COMPETITION
COMPLIANCE
JURISDICTIONAL FACTS
SUBSTITUTE
EMPLOYMENT
RESPONSIBILITIES
INVESTIGATIONS
PROPOSED MERGER
PHILLIPS PETROLEUM COMPANY
JURISDICTIONAL FACTS SET
CONSISTENT
SEPARATE PERIOD
SUPPORT SERVICES