The Order and Final Judgment approving the settlement was entered on July 15, 2002. Under the terms of the settlement, the Company will contribute $3.075 million in cash and/or stock, as the Company elects, and the insurance carriers will contribute $17.675 million, for a total settlement amount of $20.75 million, exclusive of interest. On January 22, 2002, the court ordered the parties to mediate. The parties did so on February 8-9, 2002.

From June 25, 1998, the Company and certain of its current and former officers, two of whom are currently directors and one of whom was previously a director, were named as defendants in multiple shareholder class action lawsuits filed in the United States District Court for the Northern District of Georgia.

Specifically, the Complaint alleges that during the Class Period, defendants issued false and misleading statements and omitted material facts regarding Premiere's ability to integrate recent, large acquisitions and to contain costs. The Complaint further alleges that defendants concealed that Premiere's management team and operating systems were ill- equipped, and ultimately failed, successfully to integrate Premiere's operations with those of its acquisitions. Also during the Class Period, defendants, touted existing synergies among Premiere and its acquisitions that were and would continue to reduce costs, thereby concealing not only that costs were rising well above targets, but that Premiere had no way of tracking those costs on a day-to-day basis.

The Complaint further alleges that when Premiere announced its problems on or around June 10, 1998, the price of its common stock plummeted to close at 10-3/8 down from 21-9/16 on June 5,1998 and from its Class Period high of 38-1/4.