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1
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Government Exhibit # 2ND AMENDED CLASS ACTION COMPLAINT
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EXTRACTED KEY WORDS
DEFENDANTS SALES DISTRIBUTORS EXCHANGE TEST KITS VETERINARIANS COMMON STOCK REVENUE PLAINTIFF INSTRUMENTS CANINE ALLERGY TEST REGULATIONS SHAW ALLERGY TEST KITS INVENTORY SECURITIES MATERIALLY FALSE VETERINARY CONSUMABLES MISLEADING UNITED STATES JAMES BERGERON EXCHANGE ACT DISTRIBUTOR INVENTORIES NET INCOME CANINE HEARTWORM TEST VIOLATIONS GROWTH RATE DISCLOSURE AGGRESSIVE SALES |
UNITED STATES DISTRICT COURT
DISTRICT OF MAINE
-------------------------------------X:
ROBERT A. ROSE, JAMES BERGERON, BRUCE:
CHALKER, WILLIAM WOOD and ROBERT :
BERGERON on behalf of themselves and : Civil
all others similarly situated, : Action No. 98-CV-5-P-H
:
Plaintiffs, : SECOND AMENDED CLASS
: ACTION COMPLAINT
v. ::
DAVID E. SHAW, ERWIN F. WORKMAN, :
and IDEXX LABORATORIES INC., : JURY TRIAL DEMANDED
:
Defendants. ::
-------------------------------------X
NATURE OF THE ACTION
1 This is a class action on behalf of all persons or
entities who purchased or otherwise acquired the common stock of
Idexx other than defendants and certain related parties (the
"Class") during the period from July 19, 1996, through March 24,
1997, inclusive (the "Class Period"), to recover damages caused to
members of the Class by defendants' violations of the federal
securities laws.
JURISDICTION AND VENUE
2 The claims asserted herein arise under Sections
10(b) and 20(a) of the Securities Exchange Act of 1934 (the
"Exchange Act"), 15 U.S.C. 78j(b) and 78t(a), and the rules and
regulations promulgated thereunder, including SEC Rule 10b-5, 17
C.F.R. 240.10b-5. This Court has jurisdiction over the subject
matter of this action pursuant to 28 U.S.C. 1331 and 1337 and
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3
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COMPLAINT
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EXTRACTED KEY WORDS
FLIGHT AALIYAH DANA BUSINESS PRODUCTIONS INSTINCT ANGELES CHACON YORK MILES NORTH AIRCRAFT DEFENDANTS VIRGIN RECORDS WILLIAMS BLACKHAWK INTERNATIONAL AIRWAYS DANA HAUGHTON CALIFORNIA ATLANTIC FLIGHT GROUP OMNICOM GROUP DECEDENT AALIYAH DANA LOS ANGELES LLC SKYSTREAM PLAINTIFFS EMPLOYEES HARBOUR AIRPORT CHARTER AIRCRAFT FLIGHTS NEGLIGENT TRANSPORTATION KREINDLER COMPLAINT |
1 llarc S. M&r
Eobeti J. Sprag
2 ;REINDLER & ER ElNDLER
00 Park Avenue
3 dew York, NY 10017
Tel. (212 687-8181
4 fax. (21 3 ) 972-9432
5 Gretchen M. Nelson (112566)
Ztiome at Law
6 707 Wi Y shire Blvd., Suite 5000
-OS Angeles, CA 90017
7 ret. (213 622-6469
=a~. (21 d ) $22-6019
B
E
SUPERIOR COURT OF THE STATE OF CALIFORNIA
IC
FOR THE COUNTY OF LOS ANGELES
11
DIANE HAWGHTON and MICHAEL
12 HAUGHTON, individually and as co-Personal
Representatiies and Co-Administrators of the
1: Estate of AALIYAH DANA HAUGHTQN,
Deceased, and the E&ate of COMPLAINT
14 AALIYAH DANA
HAUGHTQN, by and throu h DIANE
HAUGHTON,
1: HAUGHTON and MICHAE 9L
PlaIntiffs, ' DEMAND FOR
I( V.
li VIRGIN RECORDS AMERICA, INC.-
INSTINCT PRODUCTIONS LLC; INkTINCT
v AG LLC; A FEW MILES NORTH
1I PRODUCTLONS; AG MULTIMEDIA LTD.,
D/B/A ARNELL GROUP; OMNICOM GROUP,
2( INC.; HAROLD WILLIAMS, AlK/A HYPE
WILLIAMS; BRENT 0. COERT; ATLANTIC
2' FLIGHT GROUP, INC.; BlACKHAWK
INTERNATIONAL AIRWAYS CORP.;
2: SKYSTREXM, INC.:GILBERT-CHACON; AND
DOES 1 - 100,
2: Defendants.
2d
2!
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4
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ANALYSIS
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EXTRACTED KEY WORDS
SUPERMARKETS CLUB STORES CONSENT ORDER PUERTO RICO MARKET FOOD PROPOSED RESPONDENTS COMMISSION SUPERCENTERS GROCERY PRODUCTS AMIGO WAL-MART PURCHASER DIVESTITURES COMPETITION CONSUMERS FULL-SERVICE SUPERMARKETS SHOPPING RETAIL SALES ACQUISITION COMPLAINT MANATI PONCE PRICES DEEP INVENTORY SELECTION AGREEMENT CAYEY |
Analysis of the Complaint and Proposed Decision and Order to Aid
Public Comment
Wal-Mart Stores, Inc., and Supermercados Amigo Inc., File No. 021 0090
_________________________________________________________________
I. Introduction
The Federal Trade Commission ("Commission") has accepted for public
comment from Wal-Mart Stores, Inc. ("Wal-Mart") and Supermercados
Amigo, Inc. ("Amigo") (collectively, "the Proposed Respondents") an
Agreement Containing Consent Orders ("the proposed consent order").
The Proposed Respondents have also reviewed the complaint issued by
the Commission. The proposed consent order is designed to remedy
likely anticompetitive effects arising from Wal-Mart's proposed
acquisition of all of the outstanding voting stock of Amigo.
II. Description of the Parties and the Proposed Acquisition
Wal-Mart is a global food and general merchandise retailer
headquartered in Arkansas. The company operates or services
approximately 4,200 stores in the United States, Europe, Latin
America, and Asia and had sales of over $191 billion in 2001. In the
Commonwealth of Puerto Rico, Wal-Mart, through its subsidiary Wal-Mart
Puerto Rico, Inc., operates nine traditional Wal-Mart Stores, one
Wal-Mart Supercenter, and eight SAM's Clubs.
Amigo, headquartered in San Juan, Puerto Rico, is the largest
supermarket chain in Puerto Rico in terms of dollar sales. With annual
sales in 2001 of approximately $542 million, Amigo operates 36
supermarkets under the Amigo trade name in Puerto Rico.
On February 5, 2002, Wal-Mart and Amigo signed an agreement whereby
Wal-Mart will purchase all of the outstanding voting securities of
Amigo through the merger of W-M Puerto Rico Acquisition Corp., an
indirect wholly owned subsidiary of Wal-Mart, with and into Amigo.
Amigo will continue as the surviving corporation. As a result of the
merger, Wal-Mart will hold 100% of the voting securities of Amigo.
III. The Complaint
The complaint alleges that the relevant line of commerce (i.e., the
product market) in which to analyze the acquisition is the retail sale
of food and grocery products in stores that carry a wide selection and
deep inventory of food and grocery products in a variety of brands and
sizes, enabling consumers to purchase substantially all of their
weekly food and grocery shopping requirements in a single shopping
visit. Thus, stores in the relevant line of commerce have substantial
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5
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ANALYSIS
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EXTRACTED KEY WORDS
FAG CONSENT AGREEMENT MARKET INA DIVESTITURE SKF ASSETS COMMISSION PRODUCTION ACQUISITION COMPETITION BEARINGS BUSINESS MACHINE TOOLS SALE DESIGN WORLDWIDE MARKET REPORT NTN COST CUSTOMERS ENTRY JOINT VENTURE BALL SCREW SUPPORT CONSUMING INDUSTRY EQUIPMENT MANUFACTURING ACCOMPLISH |
Analysis of Agreement Containing Consent Orders
To Aid Public Comment
The Federal Trade Commission ("Commission") has accepted, subject to
final approval, an Agreement Containing Consent Orders ("Consent
Agreement") from INA-Holding Schaeffler KG ("INA") and FAG
Kugelfischer Georg Schäfer AG ("FAG"), which is designed to remedy the
anticompetitive effects resulting from INA's acquisition of FAG. Under
the terms of the Consent Agreement, INA and FAG will be required to
divest FAG's cartridge ball screw support bearing ("CBSSB") business.
FAG's CBSSB business will be divested to Aktiebolaget SKF ("SKF"), and
will take place no later than twenty (20) business days from the date
on which INA begins its acquisition of FAG.
The proposed Consent Agreement has been placed on the public record
for thirty (30) days for receipt of comments by interested persons.
Comments received during this period will become part of the public
record. After thirty (30) days, the Commission will again review the
proposed Consent Agreement and the comments received, and will decide
whether it should withdraw from the proposed Consent Agreement or make
final the Decision and Order.
Pursuant to a cash tender offer announced on September 13, 2001, INA
proposes to acquire all of the outstanding shares of FAG. The total
value of the transaction is approximately $650 million. The
Commission's Complaint alleges that the proposed acquisition, if
consummated, would violate 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, in the worldwide market for the research,
development, manufacture and sale of CBSSBs.
FAG and INA are the only two suppliers of CBSSBs in the world. CBSSBs
are critical components in many industrial machine tools, and are
utilized by machine tool original equipment manufacturers ("OEMs")
around the world. Machine tools are machines that are used in the
production of other equipment, and include grinding machines, milling
machines, and laser drilling and cutting systems. Machine tool OEMs
utilize CBSSBs to reduce the friction associated with the rotation of
a rolling screw. This rotation is used to control linear motion for
accurate positioning, and is vital to the proper functioning of
certain machine tools. Although other types of bearings can be used to
accomplish this purpose, CBSSBs are easier, less expensive, and less
time intensive to use than the potential alternatives. CBSSBs also
allow end users of machine tools to replace the bearings easily,
quickly and without incurring substantial cost. Moreover, once a
machine tool is designed with CBSSBs, the process of switching to an
alternative type of bearing would require a costly and time consuming
redesign of the tool. For these reasons, it is highly unlikely that
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6
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CONSENT DECREE
|
EXTRACTED KEY WORDS
CONSENT DECREE FEDERAL TRADE FEDERAL TRADE COMMISSION ATTORNEY CONSUMER UNITED STATES ENFORCEMENT GEORGIA CIVIL ENTRY PLAINTIFF PARTIES SUCCESSORS WASHINGTON BUSINESS BUREAU CONSUMER PROTECTION DISTRICT COURT HONEY BAKED HAM BAKED HAM COMPANY PENALTY COMPLAINT HEREBY PURPOSES PURSUANT PAYMENT JUSTICE COMPLIANCE |
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF GEORGIA
UNITED STATES OF AMERICA, Plaintiff
v.
THE ORIGINAL HONEY BAKED HAM COMPANY OF GEORGIA, INC. Defendant.
Civil Action No. _______________
CONSENT DECREE AND ORDER FOR CIVIL PENALTIES, INJUNCTIVE AND OTHER
RELIEF
WHEREAS plaintiff, the United States of America, has commenced this
action by filing the Complaint herein; defendant has waived service of
the Summons and Complaint; the parties have been represented by the
attorneys whose names appear hereafter; and the parties have agreed to
settlement of this action upon the following terms and conditions,
without adjudication of any issue of fact or law, without admitting
liability for any of the matters alleged in the Complaint, and without
this Consent Decree and Order constituting any finding or evidence
against the defendant;
THEREFORE, upon stipulation of plaintiff and defendant, it is hereby
ORDERED, ADJUDGED, and DECREED as follows:
1. This Court has jurisdiction of the subject matter and of the
parties.
2. The Complaint states a claim upon which relief may be granted
against the defendant under Sections 5(a)(1), 5(m)(1)(A), 13(b) and
16(a) of the Federal Trade Commission Act, 15 U.S.C. §§ 45(a)(1),
45(m)(1)(A), 53(b) and 56(a).
DEFINITION
3. For the purposes of this Consent Decree, the term "Rule" means the
Federal Trade Commission's Trade Regulation Rule Concerning Mail or
Telephone Order Merchandise, 16 C.F.R. Part 435, or as the Rule may
hereafter be amended.
CIVIL PENALTY
4. Defendant The Original Honey Baked Ham Company of Georgia, Inc.,
its successors and assigns, shall pay to plaintiff a civil penalty,
pursuant to section 5(m)(1)(A) of the Federal Trade Commission Act, 15
U.S.C. § 45(m)(1)(A), in the amount of forty-five thousand dollars
($45,000.00). .
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7
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TRIAL VOL8
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EXTRACTED KEY WORDS
HORSLEY DEFENDANTS PLAINTIFFS REPRESENTATION DEPOSITION NUREMBERG FILES WITNESS WEBSITE CALLING TESTIMONY INVOLVEMENT COURT HONOR COUNSEL VULLO LIFE ACTIVISTS EVIDENCE COLUMBIA/WILLAMETTE LETTERS AMERICAN COALITION PLANNED PARENTHOOD REQUEST SECURITY PUNITIVE DAMAGES FERRARA WHITE ROSE BANQUET SUMMARIES EXHIBIT TESTIFY |
1 IN THE UNITED STATES DISTRICT COURT
2 FOR THE DISTRICT OF OREGON
3 PLANNED PARENTHOOD OF THE )
COLUMBIA/WILLAMETTE, INC., et al. )
4 )
Plaintiffs, ) CV 95-1671 JO
5 )
vs. ) January 18, 1999
6 )
AMERICAN COALITION OF LIFE ) Portland, Oregon
7 ACTIVISTS, et al. ))
8 Defendants. ) Volume VIII
9
10 TRANSCRIPT OF TRIAL PROCEEDINGS
11 BEFORE THE HONORABLE ROBERT E. JONES
12 UNITED STATES DISTRICT COURT JUDGE
13 APPEARANCES
14
15
FOR THE PLAINTIFF: MARIA T. VULLO
16 MARTIN LONDON
Paul, Weiss, Rifkind, etc.
17 1285 Avenue of the Americas
New York, NY 10019-6064
18 212 373-3346
19
FOR THE DEFENDANTS CHRISTOPHER A. FERRARA
20 Treshman American Catholic Lawyers Assn.
10 Audrey Place
21 Fairfield, NJ 07004
201 244-1998
22
Dodds RICHARD J. TRAYNOR
23 McMillan 65 Madison Ave.
Morristown, NJ 07960
24 973 605-5032
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8
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TRIAL VOL6
|
EXTRACTED KEY WORDS
QUOTE SIR ADMISSIONS ACLA COUNSEL LIFE ABORTION POSTER PLAINTIFF MICHAEL AMERICAN COALITION MURDER ABORTIONISTS BRAY GUNN DISTRIBUTION DEPOSITION LIFE ACTIVISTS ADVOCATE MAGAZINE ARTICLES LIFE ADVOCATE MCMILLAN PLEADINGS PARAGRAPH WRITTEN NUMEROUS ARTICLES PAUL HILL BIRTH CONTROL ACTIVE MEMBER PRACTICE |
1 IN THE UNITED STATES DISTRICT COURT
2 FOR THE DISTRICT OF OREGON
3 PLANNED PARENTHOOD OF THE )
COLUMBIA/WILLAMETTE, INC., et al. )
4 )
Plaintiffs, ) CV 95-1671 JO
5 )
vs. ) January 14, 1999
6 )
AMERICAN COALITION OF LIFE ) Portland, Oregon
7 ACTIVISTS, et al. ))
8 Defendants. ) Volume VI
9
10 TRANSCRIPT OF TRIAL PROCEEDINGS
11 BEFORE THE HONORABLE ROBERT E. JONES
12 UNITED STATES DISTRICT COURT JUDGE, AND A JURY
13 APPEARANCES
14
15
FOR THE PLAINTIFF: CAROL BERNICK
16 Davis Wright Tremaine
1300 S.W. Fifth Ave., Suite 2300
17 Portland, Or 97201
503 778-5233
18
MARIA T. VULLO
19 MARTIN LONDON
ELIZABETH MARINGER
20 Paul, Weiss, Rifkind, etc.
1285 Avenue of the Americas
21 New York, NY 10019-6064
212 373-3346
22
ROGER K. EVANS
23 Planned Parenthood Federation of America
810 7th Ave.
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9
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TRIAL DAY1 12799
|
EXTRACTED KEY WORDS
DEFENDANTS COUNSEL COURT ABORTION JURY LAW ELIZABETH NEWHALL POSTERS INSTRUCTIONS HARM QUESTIONNAIRE LIVES RULINGS OPENING STATEMENT JURORS THREATS LAWYERS DOCTORS FERRARA EVIDENCE HEALTH CARE FIRST AMENDMENT DAMAGES PARTIES CLINICS VIOLENCE PICKETING CLIENTS AMPLE OPPORTUNITY |
1 IN THE UNITED STATES DISTRICT COURT
2 FOR THE DISTRICT OF OREGON
3 PLANNED PARENTHOOD OF THE )
COLUMBIA/WILLAMETTE, INC., et al. )
4 )
Plaintiffs, ) CV 95-1671 JO
5 )
vs. ) January 7, 1999
6 )
AMERICAN COALITION OF LIFE ) Portland, Oregon
7 ACTIVISTS, et al. ))
8 Defendants. )
9
10 TRANSCRIPT OF TRIAL PROCEEDINGS
11 BEFORE THE HONORABLE ROBERT E. JONES
12 UNITED STATES DISTRICT COURT JUDGE, AND A JURY
13 APPEARANCES
14
15
FOR THE PLAINTIFF: CAROL BERNICK
16 Davis Wright Tremaine
1300 S.W. Fifth Ave., Suite 2300
17 Portland, Or 97201
503 778-5233
18
MARIA T. VULLO
19 MARTIN LONDON
ELIZABETH MARINGER
20 Paul, Weiss, Rifkind, etc.
1285 Avenue of the Americas
21 New York, NY 10019-6064
212 373-3346
22
ROGER K. EVANS
23 Planned Parenthood Federation of America
810 7th Ave.
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10
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MEMORANDUM
|
EXTRACTED KEY WORDS
ACT DEFENDANT UNITED STATES COURT SUPP DISABILITY TAYLOR CHARLOTTE MOTIONS CIVIL BASIS REGULATION FAIR HOUSING ACT CITY ZONING PUBLIC ENTITIES REHABILITATION ACT PUBLIC ENTITY MEMORANDUM PROVISION LOCAL GOVERNMENTS ADA INTERVENTION AIDS INTERVENOR-PLAINTIFF WESTERN DISTRICT LEGISLATIVE HISTORY PROTECTION PROHIBITION |
UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF NORTH CAROLINA
CHARLOTTE DIVISION
UNITED STATES OF AMERICA, )
Plaintiff, )
)
and )
)
)
TAYLOR HOME OF CHARLOTTE, INC. )
Intervenor-Plaintiff. ) CIVIL ACTION NO.
) 3:94-CV-394-MU
v. )
)
)
CITY OF CHARLOTTE, NORTH CAROLINA, )
Defendant. )
)
UNITED STATES' MEMORANDUM IN OPPOSITION TO DEFENDANT'S
MOTIONS TO DISMISS INTERVENOR'S
SECOND AND FOURTH CLAIMS
STATEMENT OF THE CASE
The United States filed suit on November 23, 1994, against
Defendant City of Charlotte, North Carolina ("Defendant"). The
United States alleges that Defendant has violated the Fair
Housing Act, 42 U.S.C. 3601 et seq. (1988 & Supp. IV 1992).
The United States' claims include one based on discrimination by
Defendant against Intervenor-Plaintiff, Taylor Home of Charlotte
Inc. ("Intervenor" or "Taylor") in the context of Taylor's
application to construct a home for AIDS patients.
Taylor moved to intervene and Magistrate Judge McKnight
issued an Order allowing intervention on December 28, 1994.
Taylor's Complaint in Intervention includes four claims. Only
the second and fourth claims are subjects of Defendant's current
motions to dismiss. These claims allege violations of title II
01-06843
of the Americans with Disabilities Act of 1990 ("ADA"), 42 U.S.C.
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