On December 8, 2005, the Court entered the Judgment dismissing the action with prejudice based on the stipulation of the parties.
On September 27, 2005, the Court entered the Order of Dismissal. According to the Order, the Court having been informed by counsel for the parties that this action has been settled. The action is dismissed without prejudice and without costs and with
leave, upon good cause shown within 60 days, to have this order of dismissal set aside and the action reinstated if the settlement is not consummated.
On July 8, 2005, the Court entered the Order by U.S. District Judge Garr M. King denying the Plaintiff’s Second Amended Motion for Class Certification and for Appointment as Lead Plaintiffs.
On April 3, 2003, the plaintiffs filed an Amended Class Action Complaint. On April 17, 2003, the defendants filed a motion to dismiss the amended complaint. On May 23, 2003, the Court entered the Order granting the defendants’ motion, and the action was dismissed with prejudice. The plaintiff soon after filed a Notice of Appeal. On October 1, 2004, the Court entered the Mandate of the U.S. Court of Appeals for the 9th Circuit reversing and remanding the decision of the District Court.
The complaint charges the Bank of New York and Viacom with violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The complaint alleges that defendants mailed the Notice of Redemption less than 30-days before the August 1, 2002 Redemption Date, a period shorter than the period required for redemption by the terms of the Debentures and their Indenture (Debentures due date is August 1, 2022). Plaintiffs allege that the defendants had no legal basis for compelling redemption, but nevertheless, the Notice of Redemption sent to each Debenture-holder stated that the holder was required to tender the holder's Debenture for redemption on August 1, 2002. The complaint alleges these statements were false and the Debenture-holders had no legal obligation to tender their Debentures for redemption, but could have continued to hold their Debentures and to accrue interest at the rate of 8 1/4% per annum.
Note: The class consists of all persons who on or about August 1, 2002, tendered for redemption their 8 1/4% Senior Debentures Due August 1, 2022, pursuant to a Notice of Redemption sent by The Bank of New York and dated July 1, 2002. The Debentures were originally issued in 1986 by Gulf + Western, Inc. and, at the time of the purported redemption, were the obligation of Viacom International, Inc.