terms and conditions, subject to the approval of the United States District Court for the Eastern District of Pennsylvania and to the provisions of Rule 23 of the Federal Rules of Civil Procedure which require that any settlement or compromise of a class action be approved by the Court after notice to members of the confirmed class.
On November 29, 1973, Judge Raymond J. Broderick, United States District Judge of the Eastern District of Pennsylvania, entered an order permitting these actions to be maintained as a single class action on behalf of all persons, except the defendants and related persons, who purchased common shares of C.G.S. on the open market on or after November 1, 1969 and retained such shares through September 17, 1970. He denied confirmation of any other class and held that the allegations of the complaint asserting rights on behalf of shareholders who retained shares on the basis of certain financial statements did not state a cause of action under section 10(b) of the Securities Exchange Act of 1934. By order of December 27, 1973, Judge Broderick also directed that notice of the settlement set forth in the Stipulation of Settlement and of the procedures which will be conducted in connection with it be sent to members of the confirmed class. Such notice was mailed in January, 1974.
On July 24, 1974, after hearing on the aforesaid settlement in which all class members had the opportunity to participate, the Honorable Raymond J. Broderick found the settlement to be "fair, adequate and reasonable" and gave final approval to it pursuant to Rule 23 of the Federal Rules of Civil Procedure on the terms and conditions of the Stipulation of Settlement. The appeal period has past and no appeal from the aforesaid order and judgment has been taken.
The Stipulation of Settlement provides essentially that a total settlement fund of $100,000 and 125,000 shares of common stock of C.G.S. will be created, which shall constitute a full and complete satisfaction of the claims of the class including any and all claims that members of the class have or may have for the recovery of attorneys' and accountants' fees and expenses.
On December 31, 1974, the Court signed a supplemental order declaring that the 125,000 shares of C.G.S. common stock being issued in connection with the settlement are in exchange for the bona fide claims of the plaintiff class upon terms and conditions which are approved by the Court as fair and reasonable after hearing and therefore exempt pursuant to Section 3(a)(10) of the Securities Act of 1933 from the requirement of registrations by the defendants. Subsequent transfers by members of the class who receive shares shall be exempt from the registration requirement of Section 4(1) of the Securities Act of 1933.
All persons who purchased stock of C.G.S. on the open market on or after November 1, 1969 and retained said shares through September 17, 1970, are hereby advised that in order to receive a share of the settlement fund you must complete the attached proof of claim form, have it properly notarized, and return it to the Clerk of the United States District Court for the Eastern District of Pennsylvania, P.O. Box 17270, Philadelphia, Pennsylvania 19105, postmarked no later than February 28, 1975.
Unless this form is received by the aforesaid date, you will be forever barred from any recovery from the defendants in the aforesaid actions or any matters which were raised or could have been raised in these actions, and any participation in the settlement.
Upon receipt of the aforesaid proof of claim forms the settlement fund, less administrative expenses and plaintiffs' counsel fees and expenses approved by the Court will be distributed on a per share pro rata basis. Thus the amount of your recovery will depend upon the number of shares as to which proof of claim forms are filed.
This constitutes the Final Notice which you will receive with respect to the aforementioned actions and the settlement thereof.
If you have any questions concerning the matters dealt with in this Notice which you want to raise, please address your questions to Irving Morris, Esquire, P.O. Box 1070, 301 Market Tower, Wilmington, Delaware 19899, or Allen I. Rosenberg, Esquire, 1920 Two Penn Center, Philadelphia, Pennsylvania 19102, counsel for the plaintiffs, or to Judith R. Cohn, Esquire, 12th Floor, Packard Building, Philadelphia, Pennsylvania 19102, counsel acting for the defendants.
The Stipulation of Settlement, the pleadings and other documents, including the opinion and order approving the settlement of these actions may be examined and copied at any time during regular office hours at the offices of the Clerk of the United States District Court for the Eastern District of Pennsylvania, Philadelphia, Pennsylvania.
JOHN J. HARDING
Clerk of the United States District Court for the Eastern District of Pennsylvania, P.O. Box 17270
Philadelphia, Pennsylvania 19105
PROOF OF CLAIM FORM
1. All sections of this form must be completed. With respect to any portion for which you are making no response, insert the words "none" or "inapplicable" where appropriate. Incomplete forms will be returned to the claimant for completion.
2. The application must be signed by the individual claimant or an officer of the corporation making the claim. All applications must be sworn to before a notary public, a form for which is incorporated in this claim application. All signers are cautioned that they are making representations under oath to a United States Federal Court, and signers must assure the truthfulness and accuracy of the representations made.
3. This form should be mailed to:
United States District Court for the Eastern District of Pennsylvania
P.O. Box 17270