Case Page

 

Case Status:    SETTLED
On or around 05/25/2001 (Date of order of final judgment)

Filing Date: October 02, 1998

According to the docket posted, on May 25, 2001, the Court entered the Final Order and Judgment by U.S. District Judge Kathryn H. Vratil. By the Final Order and Judgment, the settlement is approved as fair, reasonable and adequate, and in the best interest of the Settlement Class and shall be consummated by the parties in accordance with its terms and conditions as set forth in the Stipulation and Settlement.

In a press release dated January 17, 2001, the real estate company J.C. Nichols has agreed to settle a securities fraud class-action lawsuit for $5.7 million. The lawsuit, which was filed by Nichols shareholder John Flake, stemmed from the company's 1998 merger with Raleigh-based Highwoods Properties. At that time, Highwoods acquired Nichols for $65 per share. The lawsuit alleged that the price was not adequate and that the company attempted to keep shareholders from entering into more favorable deals with their stock. Both sides have indicated they are satisfied with the settlement, which was completed before the case went to trial. The settlement must be approved by U.S. District Court Judge Kathryn Vratil, who is expected to schedule a hearing within the next few weeks to rule on its fairness.

As reported by Highwoods Properties, Inc.’s FORM 10-K for the fiscal year ended December 31, 2000, by order dated June 18, 1999, the court granted in part and denied in part our motion to dismiss, and the court thereafter certified the proposed class of plaintiffs with respect to the remaining claims. By order dated August 28, 2000, the court granted in part and denied in part defendants' summary judgment motion. Defendants sought reconsideration of the court's ruling with respect to certain of the securities claims as to which the court denied their summary judgment motion, and by order dated January 11, 2001, the court granted in part that reconsideration motion. On the eve of the trial of this matter, the parties settled all their remaining claims. The terms of that settlement are now being documented.

The original complaint charges defendants with violations of Sections 11, 12(2) and 15 of the Securities Act of 1933 ("Securities Act"), in connection with, among other things, the dissemination of a Joint Proxy/Prospectus on Form S-4 on or about June 2, 1998 (the "Proxy"), containing materially false and misleading statements and omissions of material fact, through which defendants obtained shareholder approval of the acquisition of JCN by Highwoods (the "Acquisition").

Specifically, the complaint alleges, inter alia, that the Proxy was misleading in its recommendation of the Acquisition, its discussion of alternatives to the Acquisition, other offers, the limitations of the scope of the fairness opinion, contained in the Proxy, and the Company's refusal to indemnify Duff & Phelps, an advisor to the ESOP. The complaint also charges certain of the defendants with violations of their common law fiduciary duties under Sections 14(a) and 20 of the Exchange Act, and Sections 409(a) and 502(a) of ERISA in connection with their effectuation of the inadequate and unfair Acquisition.

NOTE: The class includes a subclass (the "Subclass") of all participants in the J.C. Nichols Employee Stock Ownership Plan ("ESOP").

COMPANY INFORMATION:

Sector: Services
Industry: Real Estate Operations
Headquarters: United States

SECURITIES INFORMATION:

Ticker Symbol: NCJC
Company Market: OTC-BB
Market Status: OTC

About the Company & Securities Data


"Company" information provides the industry and sector classification and headquarters state for the primary company-defendant in the litigation. In general, "Securities" information provides the ticker symbol, market, and market status for the underlying securities at issue in the litigation.

In most cases, the primary company-defendant actually issued the securities that are the subject of the litigation, and the securities information and company information relate to the same entity. In a small subset of cases, however, the primary company-defendant is not the issuer (for example, cases against third party brokers/dealers), and the securities information and company information do not relate to the same entity.
COURT: D. Kansas
DOCKET #: 98-CV-02450
JUDGE: Hon. Kathryn H. Vratil
DATE FILED: 10/02/1998
CLASS PERIOD START: 06/02/1998
CLASS PERIOD END: 10/01/1998
PLAINTIFF FIRMS NAMED IN COMPLAINT:
  1. Goodkind Labaton Rudoff & Sucharow LLP
    100 Park Avenue, Goodkind Labaton Rudoff & Sucharow LLP, NY 10017
    212.907.0700 212.818.0477 · info@glrslaw.com
  2. Lasky & Rifkind, Ltd.
    100 Park Avenue, Lasky & Rifkind, Ltd., NY 10017
    212.907.0800 212.684.6083 ·
  3. Logan Law Firm LLC
    153 West 151st Street, Suite 110, Logan Law Firm LLC, KS 66051-0790
    913.390.8900 · jklogan@actec.org
No Document Title Filing Date
COURT: D. Kansas
DOCKET #: 98-CV-02450
JUDGE: Hon. Kathryn H. Vratil
DATE FILED: 11/30/1999
CLASS PERIOD START: 06/02/1998
CLASS PERIOD END: 10/01/1998
PLAINTIFF FIRMS NAMED IN COMPLAINT:
  1. Foulston Siefkin LLP (Wichita)
    1551 N Waterfront Parkway - Ste. 100, Foulston Siefkin LLP (Wichita), KS 67206-4466
    316-267-6371 316-267-6345 ·
  2. Goodkind Labaton Rudoff & Sucharow LLP
    100 Park Avenue, Goodkind Labaton Rudoff & Sucharow LLP, NY 10017
    212.907.0700 212.818.0477 · info@glrslaw.com
  3. Lasky & Rifkind, Ltd.
    100 Park Avenue, Lasky & Rifkind, Ltd., NY 10017
    212.907.0800 212.684.6083 ·
No Document Title Filing Date