IMP, Inc., CASE #: 96-CV-20826, Securities Class Action Defendants' Reply Memorandum in Support of Their Motion to Stay Proceedings

Stanford University Law School - Securities Class Action Clearinghouse

[Web note: Page formatting approximates, but does not match exactly, that of filed paper document.]

STEVEN M. SCHATZ, State Bar #118356
TERRY T. JOHNSON, State Bar #121569
DOUGLAS J. CLARK, State Bar #171499
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
Telephone: (415) 493-9300

Attorneys for Defendants

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SANTA CLARA

JEFF LEE, et al., On Behalf of ) File No. CV760793
Themselves, and All Others )
Similarly Situated, ) DEFENDANTS' REPLY
) MEMORANDUM IN SUPPORT OF
Plaintiffs, ) THEIR MOTION TO STAY
) PROCEEDINGS
vs. )
)
IMP, INC., et al., ) Date: December 10, 1996
) Time: 9:00 a.m.
Defendants. ) Dept: 13
) Judge: Honorable Read Ambler
__________________________________)

I. INTRODUCTION

This motion seeks to stop a cynical procedural gambit on the

part of plaintiffs and their counsel. The same plaintiffs

attorneys, Milberg Weiss Bershad Hynes & Lerach, have filed lawsuits

in state and federal courts on behalf of varying sets of plaintiffs.

The factual allegations are identical. The class periods are

identical. The defendants are identical. Although the state

lawsuit alleges violations of California law while the federal

lawsuit alleges violations of federal law, the actions are virtually

carbon copies of one another.

The duplicative lawsuits were filed purely for tactical

reasons. Plaintiffs seek to avoid federal discovery and procedural

restrictions by using this Court as the discovery arm for their

claims.¹ At the same time, they are pursuing federal claims on

behalf of a nationwide class in federal court. Plaintiffs' tactic

unfairly burdens defendants and the two separate court systems in

which their actions are pending.

Although the California courts have recognized that dual state-

federal class actions place an unacceptable burden on the judicial

system, plaintiffs' desire for tactical advantage apparently blinded

them to the reality of scarce judicial resources. In their

opposition to this motion, plaintiffs attempt to portray their ploy

as a legitimate choice of the most appropriate forum. As discussed

below, plaintiffs' attempts to dignify their litigation strategy are

unavailing.

This Court should exercise its discretion to stay the state

court action pending resolution of the federal case. In the

alternative, this Court should stay discovery until after the Court

has decided the issue of class certification.

II. ARGUMENT

A. THE COURT MAY STAY THE STATE ACTIONS PENDING
RESOLUTION OF THE FEDERAL ACTION IN THE INTEREST
OF JUDICIAL ECONOMY

Plaintiffs do not attempt to rebut defendants' contention that

the duplicative class action litigations are a waste of judicial

resources. See Schneider v. Vennard (1986) 183 Cal.App.3d 1340,

____________________

¹ Defendants refer the Court to their opening brief ("Def. Mem.")
for a description of the relevant pending actions. On November 25,
1996 plaintiffs made a motion to consolidate the federal actions.
Defendants will not oppose that motion.

1350 ("To allow [plaintiffs] to pursue both class actions would

increase the burdens on two already overburdened courts").

Plaintiffs cannot justify the fact that their strategy would result

in two courts deciding whether defendants' alleged statements misled

the investing public concerning the value of IMP, Inc.'s ("IMP")

common stock.

Schneider demonstrates that a stay is necessary to conserve

scarce judicial resources. In Schneider, plaintiffs' state

complaint alleged violations of the California Corporations Code,

while the plaintiff's federal court complaint alleged violations of

SEC Rule 10b-5. In determining that a state court class action was

not "superior" to resolving the claims in the parallel federal class

actions, Schneider focused on considerations of judicial economy:

"[i]t is undoubtedly preferable from the point of view of the

judicial system to resolve the instant dispute by one class action

rather than by duplicate class actions in two jurisdictions. . . .

Judicial economy and efficiency would not be served by allowing both

actions to proceed as class actions." Id. at 1348.² The same

considerations apply here.

B. PLAINTIFFS PRESENT NO RELEVANT CONSIDERATIONS
SUPPORTING A DENIAL OF THE STAY

Defendants demonstrated in their opening brief that a stay of

this action is within this Court's discretion and is warranted based

on the factors enunciated by the California Supreme Court. Def.

Mem. at 4-10. See Thomson v. Continental Ins. Co. (1967) 66 Cal.2d

738, 746 ("the court should consider the importance of discouraging

multiple litigation designed solely to harass an adverse party, []of

avoiding unseemly conflicts. . . . [and] whether the rights of the

parties can best be determined by the [other] court. . ."); Caiafa

Prof'l Law Corp. v. State Farm Fire & Casualty Co. (1993) 15

Cal.App.4th 800, 804; Farmland Irrigation Co. v. Dopplemaier (1957)

48 Cal.2d 208, 215.

Rather than addressing the central issue on this motion -- why

the courts and the parties should waste resources addressing two

identical actions -- plaintiffs argue that: (1) this Court cannot

____________________

² Plaintiffs' attempts to distinguish Schneider on procedural
grounds are irrelevant. Pl. Mem. at 10 n.16. The considerations of
judicial economy present in Schneider at the class certification
stage are equally appropriate to the consideration of this motion.

stay a first-filed case; (2) plaintiffs cannot be compelled to

assert their state court claims in the federal action; (3) the

action should not be stayed because the legal claims in the case are

not identical; and (4) the federal securities laws do not preempt

state-law securities claims. As discussed below, none of these

arguments warrant denial of this motion.

1. Priority of Filing Does Not Preclude the Entry
of a Stay.

Plaintiffs seek to add an additional factor to those listed in

Thomson -- a rule that a first-filed action may never be stayed. The

relevant inquiry set forth in the California Supreme Court's

decision includes no such factor. Thomson, 66 Cal.2d at 746-47.

Moreover, the authorities plaintiffs cite, Farmland Irrigation Co.

v. Dopplemaier (1957) 48 Cal.2d 208, and Gregg v. Superior Court

(1987) 194 Cal.App.3d 134, are not to the contrary. In Farmland,

the court declined to rule that the trial court had abused its

discretion in refusing to grant a stay of a later filed action,

since the issues in the two cases were not the same. 48 Cal.2d at

215. In Gregg, the court declined to stay a later-filed action

where the parties in the two actions were substantially different.

194 Cal.App.3d at 137. Neither court considered or opined on the

issue of whether an earlier-filed state action could be stayed in

favor of a later filed action. Rather, they applied the same

factors applied in Thomson and determined that the party requesting

the stay came up short.

In Caiafa, a first-filed state court proceeding -- which

included a subsequently filed arbitration proceeding -- was stayed

pending the outcome of a later-filed federal RICO action. 15

Cal.App.4th at 807. The court avoided the "first-filed" argument

advanced by the party seeking to avoid the stay, noting that the

federal action predated the arbitration proceeding. However, the

court noted that the issue of priority of filing was by no means

dispositive:

Because the federal fraud action predated Caiafa's
[arbitration] petition, it is unnecessary to address the issue
whether a California trial court has discretion to stay a state
court action in favor of a federal action which is filed after
the state court action.

Id. at 805. None of the authorities precludes granting a stay where

the state action is first filed.

Moreover, this was not a typical race to the courthouse, where

defendants filed in their preferred jurisdiction after the

plaintiffs filed first in theirs. Plaintiffs alone had control over

the priority of filing -- since plaintiffs' counsel filed cases in

both state and federal court. In such a situation, it is difficult

to imagine that plaintiffs' first choice of forum, as opposed to

their second, is entitled to special deference. To follow an

automatic "first-filed" rule in this case would allow manipulation

of the courts by plaintiffs and their counsel.

2. Plaintiffs Should Assert Their State Law Claims
in Federal Court

Defendants' argument on this motion is a simple one. One class

action should proceed. Because the federal class action complaint

can be amended to include the state-law claims currently asserted in

this action, the federal class action should be the one to proceed.

Plaintiffs argue that the federal court might not exercise

supplemental jurisdiction over the California law claims. Pl. Mem.

at 12. Plaintiffs' concern is baseless for three reasons. First,

defendants are willing to stipulate to the exercise of the federal

court's supplemental jurisdiction over the claims. Because

defendants' motion seeks only to stay this action, not to dismiss

it, plaintiffs can resume this action should the federal court

decline to exercise supplemental jurisdiction over the state law

claims.

Second, courts in the Northern District of California routinely

exercise supplemental jurisdiction over state law claims. See, e.g.

Sanguinetti v. Viewlogic Sys. Inc., No. C-95-2286-TEH, [Current

Tr. Binder] Fed. Sec. L. Rep. (CCH) ¶ 99,206, 1996 U.S. Dist. LEXIS

1219 (N.D. Cal. Jan. 24, 1996); Richards v. Lloyd's of London, [1995

Tr. Binder] Fed. Sec. L. Rep. (CCH) ¶ 98,801 (S.D. Cal. May 1,

1995); Fanelli v. Cypress Capital Corp., No. C-93-20105, 1994 WL

725427 (N.D. Cal. Dec. 29, 1994); In re Rasterops Corp. Sec. Litig.,

No C 92-20115-RMW EAI, 1993 WL 476651 (N.D. Cal. Sept. 10, 1993); In

re Cypress Semiconductor Sec. Lit., [1992 Tr. Binder] Fed. Sec. L.

Rep. (CCH) ¶ 97,060 (N.D. Cal. Sept. 23, 1992); In re 3COM Sec.

Litig. (N.D. Cal. 1990) 761 F. Supp. 1411.³____________________

³ Plaintiffs cite to a handful of unpublished slip opinions and
hearing transcripts (Burkholz Dec. Exs. 1-5) for the proposition
that federal courts do not "routinely" exercise supplemental
jurisdiction. Pl. Mem. at 12. These cases are distinguishable
because they involved instances where: (a) the state court declined
to stay its proceedings because, pursuant to the parties'
stipulation, the federal court had dismissed the pendent state law
claims (Ex. 2; Smith v. Merrill Lynch, slip op. at 3); (b) there
were no parallel federal and state securities law claims, only
multiple state common law claims that were unrelated to the federal
claims (Ex. 1: Pinney v. Great Western Bank, slip op. at 3); or (c)
(continued...)

Third, the policy behind supplemental federal jurisdiction over

state law claims is to allow adjudication of both federal and state

claims in one case. Those policies apply here, for the reasons set

forth in 28 U.S.C. §1367 and relevant United States Supreme Court

decisions. As discussed above, and in defendants' opening brief,

the factual allegations in the state and federal class actions are

identical, as are the parties. Def. Mem. at 5. Thus, the claims

fall within Section 1367's provision for supplemental jurisdiction.

See 28 U.S.C. §1367(a)("district courts shall have supplemental

jurisdiction over all other claims that are so related to claims in

the action . . .that they form part of the same case or controversy.

. .") (Emphasis added).⁴ The state claims, moreover, do not fall

within the discretionary exceptions to supplemental jurisdiction

identified in Section 1367(c). For example, the state claims do not

raise "novel or complex issues of state law," as evidenced by the

fact that federal courts frequently adjudicate pendent state

securities claims. See 28 U.S.C. §1367(c)(1). In addition, the

state claims do not "substantially predominate" over the federal

claims. The claims, despite minor elemental differences, demand

resolution of one issue: whether defendants' statements concerning

IMP during the Class Period were misleading. See In re Stat-Tech

Sec. Litig. (D. Col. 1995) 905 F. Supp. 1416, 1426 ("While state law

may predominate in terms of the comprehensiveness of remedies . . .

all of the [ ] claims stem from the same alleged misconduct of

defendants.")

The question of whether supplemental jurisdiction should be

exercised is also influenced by considerations of judicial economy.

In United Mine Workers of America v. Gibbs (1966) 383 U.S. 715, 726,

the Court stated that supplemental jurisdiction's "justification

lies in considerations of judicial economy, convenience and fairness

to litigatants." Id. As discussed above, considerations of

____________________

³ (...continued)
the state law with respect to common law fraud was in a state of
flux because the state courts had not yet resolved the central issue
of whether the federal "fraud on the market" presumption should
apply. (Ex. 3: Bely v. Lyondell Petrochemical Co., slip op., at 2;
Ex. 4: In re Eagle Hardware Sec. Litig., slip op., at 3; Ex. 5:
Knapp v. Gomez, slip op. at 16).

⁴ See Executive Software N. Am. v. U.S. District Court (9th Cir.
1994) 24 F.3d 1545, 1552 (federal courts are "broadly authorized" to
assert supplemental jurisdiction over state law claims where "'[t]he
state and federal claims . . . derive from a common nucleus of
operative fact,' the claims are such that a plaintiff 'would
ordinarily be expected to try them all in one judicial proceeding,'
and the federal issues are 'substantial [].'" (Quotation omitted).

judicial economy militate in favor of granting this motion.

Instead of addressing directly the efficacy of litigating all

of the claims in the parallel federal class action, plaintiffs

recast defendants' motion as "a thinly veiled attempt to transfer

what is undeniably a state law case" into a federal forum, which

plaintiffs assert is precluded by the Ninth Circuit's decision in

Sullivan v. First Affiliated Sec., Inc., 813 F.2d 1368 (9th Cir.),

cert. denied, 484 U.S. 850 (1987). Pl. Mem. at 12. However, the

Sullivan case stands for the unremarkable proposition that an action

may not be removed to federal court unless it complies with the

removal statutes -- 28 U.S.C. §1441 et seq. (i.e., removal

appropriate only when the state-filed action could have been

originally filed in federal court. Sullivan, 813 F.2d at 1376.

Defendants here do not seek removal.

The Sullivan defendants argued that concerns of judicial

inefficiency and abuse -- caused by the plaintiffs' parallel

prosecution of state and federal securities fraud actions --

supported removal. The Ninth Circuit held, however, that it was not

empowered to implement these sound policy goals which "lie beyond

the scope of the removal statute." Id. at 1377 (citation omitted).

The Sullivan court explicitly noted that:

Other means are available to courts to coordinate
duplicative state and federal litigation. . . . The
California courts also have the power to stay state
litigation pending resolution of parallel federal
litigation. The state court would later determine if the
federal judgment were res judicata on the state
litigation.

Id. (citations omitted) (emphasis added). In short, the Sullivan

court approved the precise relief that defendants seek here. Thus,

far from supporting plaintiffs' position, the Sullivan decision

bolsters defendants' argument supporting a stay.

3. The Federal Forum is Best Suited To Resolve All
of Plaintiffs' Claims.

A stay of this proceeding will not prejudice plaintiffs. As

discussed in defendants' opening brief, the federal court can offer

broader relief to the proposed plaintiff class. The federal court

is equally convenient to the parties and witnesses, and

automatically commands nation-wide document productions and

attendance at depositions. The federal court has the power to hear

all state and federal claims, which this Court cannot do because of

exclusive federal jurisdiction over the Securities Exchange Act of

1934. Finally, the federal court clearly can certify a nationwide

class, which this Court likely cannot do. Def. Mem. at 8.

Plaintiffs' argument that their state claims "are much broader

[and] afford more and better relief" misses the point. The issue

here is not whether state and federal law are identical. Rather, the

issue is whether closely related state and federal claims based on

identical facts should be adjudicated once in one court, or twice in

two courts. Both cases indisputably seek recovery from the same

defendants for the same alleged wrongdoing, based on the same facts,

on behalf of the same plaintiff class. To the extent the

application of the federal and state law to those facts may be

slightly different, plaintiffs do not advance any reason why the

federal court is not qualified to make that distinction.⁵ Plaintiffs' tactical decision to split causes of action between

two otherwise identical lawsuits should not be condoned. The

existence of the federal class action means that there is a court

that can resolve the entire dispute between the parties.

Duplicative class action lawsuits will become the norm if plaintiffs

"could automatically avoid a stay by juggling the pleadings and

amending a particular claim in the jurisdiction where he did not

wish to have the dispute tried." Thomson, 66 Cal.2d at 746, n.5.

4. A Stay Precludes the Risk of Unseemly
Judicial Conflicts.

Plaintiffs seek to obfuscate a significant legal factor

relating to this motion. Specifically, a stay of this action is

warranted because maintenance of two identical class actions in

different forums sets the stage for inconsistent judicial findings.

Def. Mem. at 7-9. See Farmland, 48 Cal.2d at 215. Instead of

addressing the "unseemly conflicts" which may arise if the two

actions proceed, plaintiffs contend, erroneously, that the issue is

whether the federal securities laws preempt the state securities

laws. Pl. Mem. at 9. That question is irrelevant. Defendants did

not even discuss preemption in their opening brief.

Defendants' point is simple, and it has nothing to do with

____________________

⁵ Plaintiffs' assertion that their state court claims require
proof of neither reliance nor scienter is specious. Pl. Mem. at 5
n.10. Plaintiffs admit that Section 25400 requires proof of a
"wilful" violation -- if anything a more stringent requirement than
the scienter required under the federal securities laws.
Additionally, it is well settled that, at a minimum, plaintiffs'
causes of action for fraud under California Civil Code Section 1709-
10 require proof of reliance. Mirkin v. Wasserman (1993) 5 Cal.4th
1082, 1100.

preemption. If the two courts proceed to adjudicate the twin cases,

the courts face the prospect of inconsistent rulings on numerous

issues that will arise in both actions, including:

� whether defendants' statements were false or misleading;

� the defendants' state of mind in making the alleged false

statements;

� the defendants' responsibility for statements purportedly

made by third parties;

� whether the defendants engaged in improper trading of IMP

stock;

� the reasons for the decline in IMP's stock price;

� the damages, if any, suffered by the putative class

members;

� whether a nationwide class may be certified;

� if so, then the length of the class period, the adequacy

of the representatives and their counsel; and,

� the scope of discovery.

Finally, even if state law issues remain after the resolution of the

federal case, this Court then could decide those issues without risk

of conflict with the federal rulings.⁶C. DISCOVERY SHOULD BE STAYED AT THIS STAGE OF THE
PROCEEDINGS

Defendants have moved in the alternative for a stay of merits

discovery pending a decision on class certification.

Plaintiffs advance three arguments in opposition to a stay of

discovery: (1) a stay of merits discovery is unwarranted by

California law; (2) plaintiffs would be prejudiced by a discovery

stay; and (3) the plaintiffs' discovery requests are not burdensome.

Each of these contentions is unfounded.

____________________

⁶ Contrary to plaintiffs' assertion (Pl. Mem. at 6 n.11), the
federal court's rulings on common factual issues would have
collateral estoppel effect in this litigation. See Koch v. Hankins,
(1990) 223 Cal.App.3d 1597 ("Had dispositive factual questions been
litigated in the federal securities action, plaintiffs would be
collaterally estopped from relitigating those questions in a
subsequent state action.")

1. This Court Can Stay Merits Discovery Pursuant
to Its Power to Manage Discovery.

In their opposition, plaintiffs assert that there is no basis

in California law to stay merits discovery prior to class

certification. Plaintiffs have produced no authority to support

this assertion. Instead, plaintiffs cite a number of cases to

demonstrate that discovery should continue while defendants

challenge the pleadings. But defendants have not requested a

discovery stay while they challenge the pleadings. Rather,

defendants have requested only a stay of discovery on the merits,

until there is a decision on whether or not this case may proceed as

a class action. Only one of the cases plaintiffs cited concerns

class actions. Pl. Mem. at 14. In the sole decision involving a

class action, the court ordered the defendant to answer

interrogatories to provide the plaintiff sufficient information to

amend his complaint to plead a nationwide class, but did not permit

merits discovery. Union Mut. Life Ins. Co. v. Superior Court

(1978) 80 Cal.App.3d 1, 12.

Plaintiffs ignore the fact that California Code of Civil

Procedure § 2019(c) empowers this Court to set the sequence and

timing of discovery for the convenience of parties and witnesses and

the interests of justice. Prior to a class certification hearing,

California courts "often limit[s] discovery to certification issues

. . . Discovery on the merits of the purported class claim is

usually deferred until it is certain that the case will be allowed

to proceed as a class action." R. Weil and I. Brown, California

Practice Guide: Civil Procedure Before Trial ¶14:135 (Rev. #1

1996)(emphasis in original).

Postponing merits discovery is especially appropriate in this

case, given the significant problems plaintiffs will face certifying

their proposed nationwide class. The Complaint alleges fraud and

deceit. Class action treatment for these claims is inappropriate

because individual issues of reliance predominate. In addition,

plaintiffs cannot certify a nationwide class for their Corporations

Code §25400 claims as that section requires that each plaintiff's

purchase or sale of stock have taken place "in this state." Cal.

Corp. Code § 25400.

2. Plaintiffs Will Not Be Prejudiced by a Stay of
Discovery.

Contrary to their assertions, plaintiffs will suffer no

prejudice from a discovery stay. Plaintiffs worry about the

potential destruction of documents, but defendants have already

assuaged plaintiffs' concerns by agreeing to preserve the requested

documents. Def. Mem. at 11. Plaintiffs could enter into similar

agreements with the third parties from which discovery has been

sought, many of whom they have already contacted. Burkholtz Decl.,

¶¶ 3-5. None of the potential detrimental effects of a stay

plaintiffs fear may occur (e.g., fading memories, increased

geographical dispersion of percipient witnesses) are unique to this

case, but are present whenever a court grants a stay of merits

discovery before a class certification hearing.

3. Plaintiffs' Requests are Burdensome and Impose
Unnecessary Costs on the Defendants

Plaintiffs' assertion that its barrage of merits discovery is

not intrusive, burdensome or oppressive does not comport with either

common sense or business reality.⁷ Plaintiffs have served a

discovery request on IMP listing 56 individual requests. Producing

these documents requires an expenditure of both time and money and

interferes with normal business operations. Moreover, the burden and

expense of complying with these requests will all be for naught if

plaintiffs' class certification efforts fail. Accordingly, the

defendants respectfully ask this Court to spare them the expense and

inconvenience of merits discovery until this Court rules on class

certification.

III. CONCLUSION

For the foregoing reasons, and those set forth in defendants'

opening brief, defendants respectfully request that the Court stay

these proceedings. In the alternative, defendants request that the

Court stay discovery pending resolution of class certification

issues.

Respectfully submitted,

Dated: December 6, 1996 WILSON SONSINI GOODRICH & ROSATI
Professional Corporation

/s/
By _____________________________
Douglas J. Clark
Attorneys for Defendants

____________________

⁷ Plaintiffs cite two sections of the California Code of Civil
Procedure, §§ 2014(c), 2051(e), to buttress their assertion that
defendants bear the burden of demonstrating the need for relief from
discovery. Pl. Mem. at 14. However, neither of these sections
exist.

PROOF OF SERVICE BY MAIL

I, Pamila Marie Oasay, declare:

I am over the age of 18 years and not a party to the within

entitled cause. I am a citizen of the United States and a resident

of the State of California. I am employed in the City of Palo Alto,

County of Santa Clara, in the office of a member of the bar of this

court at whose direction the service was made. My business address

is 650 Page Mill Road, Palo Alto, California 94306.

I am readily familiar with Wilson, Sonsini, Goodrich & Rosati's

practice for collection and processing of correspondence for mailing

with the United States Postal Service. In the ordinary course of

business, correspondence would be deposited, fully prepaid, with the

United States Postal Service on this day.

On December 6, 1996, I served the attached Defendants' Reply

Memorandum in Support of Their Motion to Stay Proceedings

on the party in said cause by placing a true copy of the document

described above in an envelope addressed as indicated below, which I

sealed. I placed the envelope containing the document named above

for deposit in the United States Postal Service by placing it for

collection and mailing this day following ordinary business

practices at Wilson, Sonsini, Goodrich & Rosati.

PLEASE SEE ATTACHED

I declare under penalty of perjury that the foregoing is true

and correct, and that this declaration was executed on December 6,

1996, at Palo Alto, California.

/s/
_______________________________
Pamila Marie Oasay

Jeff Lee, et al. v. IMP, Inc., et al.
Santa Clara Superior Court Case No. CV760793

*William S. Lerach *John Grasberger
Katherine L. Blanck Reed R. Kathrein
Milberg Weiss Bershad Milberg Weiss Bershad
Hynes & Lerach Hynes & Lerach
600 West Broadway, Suite 1800 222 Kearny Street, 10th Floor
San Diego, California 92101 San Francisco, California 94108
Telephone: 619/231-1058 Telephone: 415/288-4545
Facsimile: 619/231-7423 Facsimile: 415/288-4534

Robert M. Roseman Ellen Gusikoff Stewart
Spector & Roseman Spector & Roseman
2000 Market Street, 12th Floor 600 West Broadway, Suite 1800
Philadelphia, PA 19103 San Diego, California 92101
Telephone: 215/864-2400 Telephone: 619/338-4514
Facsimile: 215/864-2424 Facsimile: 619/231-7423

Mel E. Lifshitz James E. Tullman
Bernstein Liebhard & Lifshitz Weiss & Yourman
274 Madison Avenue 10940 Wilshire Blvd., 24th Floor
New York, NY 10016 Los Angeles, California 90024
Telephone: 212/779-1414 Telephone: 310/208-2800
Facsimile: 212/779-3218 Facsimile: 310/209-2348

Curtis V. Trinko
Law Offices of Curtis V. Trinko LLP
310 Madison Avenue, Suite 1401
New York, NY 10017
Telephone: 212/490-9550
Facsimile: 212/986-0158

* - Denotes delivery via overnight (Sat. delivery).

6 Feb 1997