According to the court docket, the court entered the order for final judgment and dismissal of the suit after approving a settlement on March 23, 2000.
On November 27, 1996, the defendants filed a motion to dismiss Counts I, II, III and IV of the complaint for lack of jurisdiction. On June 4, 1997, Magistrate Judge Ronald A. Guzman issued a Report and Recommendations recommending that defendants' motion to dismiss be granted in part and denied in part with respect to Counts I, II, and IV, and granted in part with respect to Count III. On July 29, 1997, the Court entered the Order by Hon. Charles R. Norgle Sr., adopting the Report and Recommendation. On September 9, 1997, the plaintiffs filed a motion for class certification. On September 23, 1997, the Court entered the Order granting the plaintiff’s motion to approve order certifying class. On April 8, 1998, the plaintiff filed a motion for summary judgment of Counts V and VII. On May 19, 1998, the defendants filed a motion for summary judgment on Counts I, II, IV, V and VII. On August 6, 1998, a Report and Recommendation was filed recommending that in regard to the plaintiff's motion for summary judgment with respect to Count V and Count VII be denied, and that in regard to the defendants' motion for summary judgment be granted with respect to Count V and be denied with respect to Counts I, II, Count IV and Count VII. On January 21, 1999, the Court entered the Order adopting the Report and Recommendation. On February 4, 2000, the plaintiff filed a motion for an order granting preliminary approval of the settlement, and on February 10, 2000, the Court entered the Order preliminarily approving settlement and providing for notice.
The complaint alleges that defendants issued to minority shareholders of Lincoln an Information Statement which addressed the proposed merger of Lincoln and other banks with and into Aetna Bank, forming the resulting bank, Corus Bank, N.A. ("Corus"). The Information Statement falsely misled minority shareholders to believe that: (i) they were only entitled to receive cash, and not stock, in exchange for their shares of Lincoln common stock, even though River Forest Holding, the majority shareholder, forced out all of the minority shareholders, thereby enhancing River Forest Holding's equity interest in and becoming the sole shareholder of Corus; (ii) the three member appraisal committee would be comprised entirely of representatives of River Forest Holding, the majority shareholder, even though federal banking law required one member of the three-member appraisal committee to be a representative of the minority shareholders, see 12 U.S.C. Section 215a(c); and (iii) they were receiving a fair value for their shares of Lincoln common stock when in fact the shares were worth substantially more than $500. Defendants' misstatements caused plaintiff and members of the Class to forego their right to exchange their shares of Lincoln common stock for stock in Corus, caused plaintiff and members of the Class to forego their right to enjoin the merger prior to the effective date of the merger, discouraged plaintiff and members of the Class from exercising their appraisal rights, and caused plaintiff and members of the Class to accept an undervalued amount in exchange for their shares of Lincoln common stock.