Opinion
Civil Action No. H-01-3624, (Consolidated)
July 31, 2003
William S. Lerach, Keith F. Park, Darren J. Robbins, Helen J. Hodges, Byron S. Georgiou, G. Paul Howes, James I. Jaconette, Michelle M. Ciccarelli, James R. Hail, John A. Lowther, Alexandra S. Bernay, Matthew P. Siben, Robert R. Henssler, Jr., MILBERG WEISS BERSHAD HYNES LERACH LLP, New York, Lead Counsel for Lead Securities Plaintiffs and Attorneys for the Regents of the University of California and the Washington State Investment Board
Roger B. Greenberg, SCHWARTZ, JUNELL, CAMPBELL OATHOUT, LLP ROGER B, GREENBERG, Houston, Texas
Thomas E. Bilek, HOEFFNER BILEK, LLLP, Houston, Texas, Attorneys in Charge for Lead Securities Plaintiff and Attorneys for the Regents of the University of California and the Washington State Investment Board
Steve W. Berman, HAGENS BERMAN LLP, Seattle, Washington, Co-Lead Counsel and Attorneys for the Title Plaintiffs
Lynn Lincoln Sarko, KELLER ROHRBACK LLP, Seattle, Washington Co-Lead Counsel and Attorneys for the Tittle Plaintiffs
William F. Lloyd, SIDLEY AUSTIN BROWN WOOD, Chicago, Illinois, Attorneys for Defendant Andersen Worldwide Societe Cooperative;
William E. Matthews, GARDERE WYNNE SEWELL LLP, for Defendant Andersen Worldwide Societe Cooperative
CLASS ACTION STIPULATION AND [PROPOSED] ORDER APPROVING ADDENDUM NO. 2 TO STIPULATION OF PARTIAL SETTLEMENT
WHEREAS, consolidated class actions are pending before this Court, including (i) In re Enron Corporation Securities Litigation, Civil Action No. H-01-3624, which includes, among others, cases entitled Newby, et al., v. Enron Corp., et al.; The Regents of the University of California, et al, v. Kenneth L. Lay, et al.; and Washington State Investment Board and Employer-Teamsters Local Nos. 175 and 505 Pension Trust Fund, et al., v. Kenneth L. Lay, et al.; and (ii) Pamela M. Tittle, et al., v. Enron Corp., et al., Civil Action No. H-01-3913; and
WHEREAS, a Stipulation of Partial Settlement (the "Stipulation") was entered as of August 29, 2002 by and among (i) the Representative Plaintiffs (on behalf of themselves and each of their respective Settlement Class Members), and (ii) AWSC; and
WHEREAS, on July 24, 2003 the Court entered an order (the "Preliminary Approval Order") that, among other things, (i) preliminarily approved the settlement of the Actions as to the Released Entities in accordance with the Stipulation of Settlement among the Settling Parties dated as of August 29, 2002, the Exhibits thereto, and Addendum No. 1, (ii) conditionally certified the Settlement Class solely for purposes of the settlement set forth in the Stipulation, and (iii) approved the form and manner of notice to be provided to the Settlement Class in accordance with the Stipulation;
WHEREAS, the Settling Parties have agreed that the Stipulation shall be amended as set forth in Addendum No. 2 to Stipulation of Partial Settlement ("Addendum No. 2"), a copy of which is attached hereto as Exhibit A, in order to encompass fully the class definition alleged in the First Amended Consolidated Complaint for Violation of the Securities Laws that was recently filed in the action entitled Newby, et al v. Enron Corp., et al., Case No. H-01-3624 (S.D. Tex.), and have requested that such amendment be approved by the Court forthwith so that such amendment may be reflected in the Mailed Notice and the Summary Notice prior to the time that such Notices are to be mailed and published, respectively, in accordance with the terms of the Preliminary Approval Order;
WHEREAS, all Settling Parties have stipulated to the entry of this [Proposed] Order;
NOW, THEREFORE, IT IS HEREBY ORDERED that:
1. This Order incorporates by reference and in their entireties the Stipulation (including the Exhibits thereto) and the Preliminary Approval Order, and all capitalized terms used herein shall have the same meanings set forth in the Stipulation and the Preliminary Approval Order.
2. The Court preliminarily approves Addendum No. 2 as being fair, reasonable, and adequate to the Settlement Class.
3. This Order is made part of, nunc pro tunc, the Preliminary Approval Order. All provisions of the Preliminary Approval Order (including without limitation all provisions, including all findings and conclusions, related to conditional certification of the Settlement Class and all provisions enjoining Settlement Class Members from commencing, prosecuting, pursuing, or litigating any Released Claim against any Released Entity, pending final determination as to whether the Settlement should be approved) are hereby affirmed and adopted and shall apply fully as if Addendum No. 2 existed and was part of the Stipulation at the time that the Preliminary Approval Order was entered.
4. For the avoidance of doubt, the amendment made by Addendum No. 2 modifies the definition of the term "Newby Settlement Class" for purposes of the Stipulation and all other documents executed or prepared pursuant to, or in furtherance of, the Stipulation and the settlement set forth therein.
5. The forms of Mailed Notice and Summary Notice attached to the Preliminary Approval Order as Exhibits A-1 and A-2, respectively, shall be conformed to Addendum No. 2 before they are mailed and published, respectively, in accordance with paragraph 11 of the Preliminary Approval Order.
IN WITNESS WHEREOF, the parties hereto have caused this Stipulation and [Proposed] Order to be executed, by their duly authorized attorneys, dated as of August 29, 2002.
IT IS SO ORDERED.
CLASS ACTION STIPULATION AND [PROPOSED] ORDER APPROVING ADDENDUM NO. 2 TO STIPULATION OF PARTIAL SETTLEMENT
This Addendum No. 2 to Stipulation of Partial Settlement ("Addendum No. 2") is intended to be incorporated into the Stipulation of Partial Settlement dated as of August 29, 2002 (the "Stipulation") among AWSC and the Representative Plaintiffs (on behalf of themselves and each of their respective Settlement Class Members).IT IS HEREBY AGREED AS FOLLOWS:
1. Paragraph 1.20 of the Stipulation is hereby amended to read as follows (underlined text added pursuant to this Addendum No. 2):
1.20 "Newby Settlement Class" means all purchasers (and their beneficiaries) of any publicly traded securities of Enron Corporation from September 9, 1997 through November 27, 2001, inclusive. Included in the Newby Settlement Class are purchasers of all securities issued by Enron-related entities during the Settlement Class Period, the value or repayment of which was dependent on the credit, financial condition, or ability to pay of Enron. Excluded from the Newby Settlement Class are Defendants, the officers and directors of Enron, and members of their immediate families or their successors, heirs, and legal representatives. Also excluded from the Newby Settlement Class are those Persons who timely and validly request exclusion from the Settlement Class, to the extent that they are able to do so under Rule 23 of the Federal Rules of Civil Procedure, pursuant to the Mailed Notice (as defined in paragraph 3.1, below).
2. The amendment made by this Addendum No. 2 is intended to, and hereby does, modify the definition of the term "Newby Settlement Class" for purposes of the Stipulation and all other documents executed or prepared pursuant to, or in furtherance of, the Stipulation and the settlement set forth therein.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum No. 2 to be executed, by their duly authorized attorneys, dated as of August 29, 2002.