build-ups and semiconductor companies would be cutting back on their production. In addition, as noted by Donald Van Luvanee in the February 12, 1985, release, order backlog peaked in November and progressively declined since that time.
Third, in early January, 1985, K&S adjusted its second quarter budget downward by 12.5 percent. By January 22, 1985, the four-quarter rolling budget for fiscal 1985 was lowered by $ 24 million from the October, 1984, forecast.
Finally, on January 28, 1985, Amkor Electronics provided K&S with a summary of its needs for 1985. While Amkor still expected delivery of 56 1482 wire bonders during 1985, it placed a hold on 65 of the wire bonders. It stated that this schedule matched requirements through the end of 1985. Amkor also referred to stretch-outs on several other orders of K&S equipment. On March 11, 1985, Amkor placed a hold on all of its orders.
As noted earlier in my discussion of the October 31, 1984, forecast, the first two quarters of the four-quarter rolling budget are the most accurate since "order backlog" and "orders entered but not booked" provide an accurate measure of the company's sales for the next six months. With respect to the latter two quarters, however, there is less certainty since order backlog does not extend this far. These facts, particularly the stretch-outs by Amkor, the statement by Intel that its needs for 1985 were met, and the decreasing backlog, coupled with the declining book-to-bill ratio and overall industry forecasts, placed a certain degree of uncertainty on the forecasts for the third and fourth quarters of fiscal 1985. Whether defendant should have disclosed this information before the March 11, 1985, press release and whether the prior releases provided adequate disclosure are genuine questions of fact. Moreover, the company's duty to disclose this information may be even greater since in his December 14, 1984, letter contained in the annual report, Scott Kulicke listed several factors supporting his belief that Kulicke & Soffa would continue to experience growth and would reach its sales forecasts despite inventory corrections by its customers. The trier of fact could reasonably find that disclosure of these positive factors would require defendant to disclose factors adversely affecting the forecast and indicating a decrease in business in the second half of fiscal 1985. Moreover, whether the omitted information is "material" under the TSC Industries standard is a question of fact. Thus, summary judgment is inappropriate.
In conclusion, I hold that defendants have demonstrated, as a matter of law, that the October 31, 1984, forecast and all statements made prior to that date, had a reasonable basis and were accurate; therefore, I will preclude plaintiffs from basing their claims on defendants' conduct prior to November 8, 1984. I will deny defendants' motion as to the post-October 31, 1984, statements and as to whether they satisfied their duty to correct erroneous forecasts in a timely manner.
AND NOW, this day 9th day of September, 1988, upon consideration of defendants' motion for summary judgment and for the reasons set forth in the accompanying memorandum, the motion for summary judgment is granted in part and denied in part. Plaintiffs are precluded from basing their claims on any conduct, statements, or omissions by defendants made prior to November 8, 1984.
On October 21, 1988, at 9:00 a.m., a pre-trial conference will be held to discuss matters pertaining to class certification, discovery, and any other outstanding issues. On or before October 18, 1988, counsel are directed to submit a joint statement as to matters that should be discussed at this pre-trial conference.
J. WILLIAM DITTER, JR., J.