According to the docket, on February 8, 2005, the Court entered the Order from the Sixth Circuit U.S. Court of Appeals denying the Petition for a Writ of Mandamus. Further, on April 29, 2005, the Court entered the Order from the USCA dismissing the appeal, pursuant to the Stipulation of Voluntary Dismissal.
Previously, on May 28, 2004, the Court granted defendant Ernst & Young's motion to dismiss. On June 4, 2004, the Court granted defendants Keating, Muething & Klekamp and Defendant Mark Weiss' motion to dismiss. On October 28, 2004, the Court entered the Order granting defendant Provident Financial Group, Inc.'s motion for partial summary judgment, and denying the plaintiffs' cross motion for summary judgment. That day, the Court further granted the Defendants Dinsmore & Shohl, Clifford Roe and Charles Hertlein's motion to dismiss. On November 5, 2004, the Court entered the Order granting in part and denying in part the defendants’ amended motion to dismiss and denying the plaintiffs’ motion for summary judgment. On December 1, 2004, the plaintiffs filed a notice of appeal as to the November 5th Order.
On October 20, 2003, the Court entered the Order consolidating the complaint filed in 2002, 02-CV-00613, with the case first filed in 2000. According to the Order, the 2002 case was closed for statistical purposes. On December 31, 2003, the plaintiffs filed a consolidated and amended class action complaint.
The securities fraud class action lawsuit charges defendents with violating the Federal Securities laws, including the Securities Act of 1933, the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, by issuing materially false and misleading statements and omitting to state material facts in the Proxy Materials relating to the merger. The Proxy Materials stated, inter alia, that the OHSL Board of Directors had unanimously approved the transaction and believed the merger with Provident was in the best interest of OHSL and its shareholders. Instead, it is alleged that the vote was not unanimous in that only 5 of 8 OHSL directors approved the transaction, and that former OHSL CEO and director never believed that the transaction was in the best interests of OHSL and its shareholders. It is further alleged that former OHSL CEO and director voted his personal shares against the transaction, despite leading the October 25, 1999 Special Meeting of Shareholders to approve the transaction.
According to a press release dated September 23, 2000, a shareholder of the former Oak Hills Savings and Loan Co. has challenged the thrift's 1999 sale to Provident Bank in a federal lawsuit, arguing that shareholders were not given material information about the sale. Walter W. Thiemann, who owned 40,000 shares of OHSL Financial Corp., the thrift's parent, filed the lawsuit Thursday in U.S. District Court in Cincinnati. He is seeking a class action to include all former OHSL shareholders, damages of more than $57 million or that the purchase be rescinded. He is also seeking interest and additional damages to be determined, as well as attorney fees. Thiemann is suing the board of directors of OHSL and of Provident Financial Group, Inc., the parent of Provident Bank, and Clifford Roe of Dinsmore & Shohl, which represented OHSL in the sale. Oak Hills was sold to Provident in November 1999 in a $57 million stock transaction. OHSL shareholders approved the sale at a special meeting in October. The lawsuit alleges violations of federal securities laws, primarily revolving around what it says are inaccurate and misleading information given to OHSL shareholders in the proxy. OHSL, Roe and Provident board members and officials were aware of the inaccuracies and misleading statements and didn't correct them, the lawsuit said. The lawsuit is similar to one filed in November in Hamilton County Common Pleas Court by another shareholder, Janet Nolte, who made similar allegations. Ms. Nolte voluntarily withdrew that lawsuit.