TYTORIN/ZETTA SECURITIES LITIGATION JUDGMENT …securities.stanford.edu/filings-documents/1039/MRK... · \TYTORIN/ZETTA SECURITIES LITIGATION JUDGMENT APPROVING CLASS ACTION SETTLEMENT

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Case 2:08-cv-02177-ES-JAD Document 353 Filed 10/01/13 Page 1 of 20 PageID: 22988

UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY

IN, RE MERCK & CO., INC. Civil Action No. 08-2177(DMC) (JAD) \TYTORIN/ZETTA SECURITIES LITIGATION

JUDGMENT APPROVING CLASS ACTION SETTLEMENT

WHEREAS, a consolidated class action is pending in this Court entitled In re Merck &

Co., inc. 1ytorin/Zetia Securities Litigation, Civil Action No. 08-2177 (DMC) (JAD) (D.NJ,)

(the "Action"),-

WHEREAS, by Order dated September 25, 2012, the Court certified the Action to

proceed as a class action on behalf of all persons and entities that purchased or acquired Merck

& Co., Inc. ('Merck") common stock, or call options, and/or sold Merck put options, during the

period between December 6, 2006 through and including March 28, 2008 (the "Class Period"),

and who did not sell their stock and/or options on or before January 14, 2008, and who were

damaged thereby (the -Class"); ]

WHEREAS, unless otherwise defined in this Judgment, the capitalized terms herein shall

have the same meaning as they have in the Stipulation and Agreement of Settlement dated June

3. 2013 (the "Stipulation");

Excluded from the Class by definition are (a) Defendants; (b) members of the Immediate Families of the Individual Defendants; (c) the subsidiaries and affiliates of Defendants, as these terms are defined by the federal securities laws, including the 401(k) plans of Merck and Schering; (d) any person or entity who was a partner, executive officer, director, or controlling person of Merck, M/S-P or Schering (including any of their subsidiaries or affiliates), or any other Defendants; (e) any entity in which ,my Defendant has a controlling interest; (f) Defendants' directors' and officers' liability insurance carrc. and any affiliates or subsidiaries thereof-, and (g) the legal representatives, heirs, successors and assigii any such excluded party. Also excluded from the Class are any persons listed in Exhibit I hereto.


WHEREAS, pursuant to this Court's Order entered December 28, 2012, the Notice of

Pendency of Class Action (the "Class Notice") was mailed to potential members of the Class to

notit them of, among other things: (a) the Action pending against the Defendants: (b) the

Court's certification of the Action as a class action on behalf of the Court-certified Class; (c) the

effect of remaining in the Class (including that Class Members will he bound by all past, present,

and future orders and judgments in the Action, whether favorable or unfavorable); and (d) the

right of Class Members to request exclusion from the Class, the requirements for requesting

exclusion, and the effect of exclusion;

WHEREAS, (a) Lead Plaintiffs Stichting Pensioenfonds ABP, International Fund

Management, S.A. (Luxemburg), the Jacksonville Police and Fire Retirement System, and the

General Retirement System of the City of Detroit (collectively, "Lead Plaintiffs" or

Representatives"), on behalf of themselves and the Class; (b) Merck & Co., Inc. ("Merck' as

defined in the Stipulation), and (c) Legacy Merck (as defined in the Stipulation),

Merck/Sehering-Plough Pharmaceuticals, MSP Distribution Services (C) LLC, MSP Sinpore

Company LLC, Richard T. Clark, and Deepak Khanna (collectively, "Defendants") entered into

the Stipulation setting forth the terms and conditions of the Parties' proposed settlement (the

"Settlement");

WHEREAS, by Order dated June 6, 2013 (the "Preliminary Approval Order"). thill

Court: (a) preliminarily approved the Settlement; (b) ordered that notice of the proposed

Settlement be provided to potential Class Members, including that summary notice he published

once in the national edition of The Wail Street Journal and be transmitted once over the PR

Newswire; (c) provided Class Members with the opportunity to (i) opt-back into the Class if they

previously submitted a request for exclusion from the Class in connection with the Class Notice,

2


or (ii) object to the proposed Settlement; and (d) scheduled a hearing regarding final approval of

the Settlement;

WHEREAS, Co-Lead Counsel have flied with the Courtp roof, by affidavit or

declaration, of such mailing and publication of the Settlement Notice and Summary Settlement

Notice of the proposed Settlement;

WHEREAS, due and adequate notice has been given to the Class;

WHEREAS, the Court conducted a hearing on October 1, 2013 (the 'Settlement

Hearing") to consider, among other things: (a) whether the terms and conditions of the

Settlement are fair, reasonable, and adequate, and should therefore be approved; and (b) whether

a judgment should be entered dismissing the Action with prejudice as against all Defendants; and

WHEREAS, the Court has reviewed and considered the Stipulation, all papers filed and

proceedings held in connection with the Settlement, all oral and written comments received

rcgirding the Settlement, and the record in the Action, and good cause appearing thercti;

NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED:

1, Jurisdiction - The Court has jurisdiction over the subject matter of the Action

and all matters relating to the Settlement, as well as personal jurisdiction over all of the Parties

and each of the Class Members.

2. Incorporation of Settlement Documents - This Judgment incorporates and

makes a part hereof: (a) the Stipulation tiled with the Court on June 4, 2013; and (b) the

Settlement Notice and the Summary Settlement Notice, which were filed with the Court on July

3, 2013 and August 13, 2013, respectively.

3, Settlement Notice - The Court finds that the dissemination of the Setile'uciit

Notice and the publication of the Summary Settlement Notice: (a) were implemented in

j


accordance with the Preliminary Approval Order; (b) constituted the best notice practicable

under the circumstances; (c) constituted notice that was reasonably calculated, under the

circumstances, to apprise Class Members of (i) the effect of the Settlement (including the

Releases provided for therein), (ii) Co-Lead Counsel's motion for an award of attorneys' fees

and reimbursement of Litigation Expenses, (iii) their right to object to any aspect of the

Settlement, the Plan of Allocation, and/or Co-Lead Counsel's motion for attorneys' fees and

reimbursement of Litigation Expenses, (iv) their right to opt-back into the Class if they

previously submitted a request for exclusion in connection with the Class Notice, and (v) their

right to appear at the Settlement Hearing; (d) constituted due, adequate, and sufficient notice to

all persons or entities entitled to receive notice of the proposed Settlement; and (e) ttiJicd the

requirements of Rule 23(e) of the Federal Rules of Civil Procedure, the United States

Constitution (including the Due Process Clause), the Private Securities Litigation Reform Act of

1995 ('PSLRA"), 15 U.S.C. § 78u-4(a)(7), and all other applicable laws and rules.

4. Final Settlement Approval and Dismissal of Claims - Pursuant to, and in

accordance with, Rule 23 of the Federal Rules of Civil Procedure, this Court hereby fully and

finally approves the Settlement set forth in the Stipulation in all respects (including, without

limitation, the amount of the Settlement; the Releases provided for therein, including the release

of the Released Plaintiffs' Claims as against the Defendants and the other Defendants'

Releasees; and the dismissal with prejudice of claims against Defendants), and finds that the

Settlement is in all respects fair, reasonable, and adequate. The Parties are directed to

implement, perform, and consummate the Settlement in accordance with the terms and

provisions contained in the Stipulation.

4


5, The Action and all of the claims against Defendants by Lead Plaintiffs and the

other Class Members are hereby dismissed with prejudice. The Parties shall bear their own costs

and expenses, except as otherwise expressly provided in the Stipulation.

6. Binding Effect - The tenns of the Stipulation and of this Judgment shall he

forever binding on and inure to the benefit of Defendants, Lead Plaintiffs, and all other (1us

Members (regardless of whether or not any individual Class Member submits a Claim Form or

seeks or obtains a distribution from the Net Settlement Fund), and the Parties' respective

Releasees, as well as their respective heirs, executors, administrators, predecessors, sucsor.

affiliates and assigns. Any Person listed on Exhibit I hereto shall not be bound by the terms of

the Stipulation or this Judgment.

7. Releases - The Releases as set forth in paragraphs 5 and 6 of the Stipulation,

togcthr with the definitions contained in paragraph I of the Stipulation relating thcrcto, are

expressly incorporated herein in all respects. Accordingly, this Court orders that:

(a) Without further action by anyone, and subject to paragraphs 8 and 9

below, upon the Effective Date of the Settlement. Class Representatives and each of the other

Class Members, on behalf of themselves, their heirs, executors. administrators, predecor,

successors, affiliates and assigns, shall be deemed to have, and by operation of law and of this

Judgment shall have, fully, finally and forever compromised, settled, released. resolved,

relinquished, waived, discharged, and dismissed each and every Released Plaintiffs' Claim

against the Defendants and all of the other Defendants' Releasees, and shall forever be barred

and enjoined from prosecuting any or all of the Released Plaintiffs' Claims against any of the

Defendants or any of the other Defendants' Releasees. This Release shall not apply to any

Person listed on Exhibit I hereto.

5


(b) Without further action by anyone, and subject to paragraphs 8 and 9

below, upon the Effective Date of the Settlement, each of the Defendants, on behalf of

themselves, their heirs, executors, administrators, predecessors, successors, affiliates and a-si n

shall he deemed to have, and by operation of law and of this Judgment shall have, fully, finally

and forever compromised, settled, released, resolved, relinquished, waived, discharged, and

dismissed each and every Released Defendants' Claim against all of the Class Representatives,

all of the other Class Members, and all of the other Plaintiffs' Releasees, and shall forever he

barred and enjoined from prosecuting any or all of the Released Defendants' Claims against tn

of the Class Representatives, any of the other Class Members, or any of the other Plaint ilk'

Releasees, This Release shall not apply to any Person listed on Exhibit I hereto.

8, Notwithstanding ¶4'7(a) - (b) above, nothing in this Judgment shall bar any action

by any of the Parties to enforce or effectuate the terms of the Stipulation or this Judgment.

9. Notwithstanding ¶J 7(a) - (b) above, nothing in this Judgment shall release any of

the Excluded Claims (as that term is defined within paragraph l(tt) of the Stipulation).

10. Complete Bar Order -

(a) Except as provided below, any and all Persons are permanently barred,

enjoined and restrained, to the fullest extent permitted by applicable law, from commencing,

prosecuting, or asserting any claim for indemnity or contribution against any Defendants and any

other Defendants' Releasees (or any other claim against any Defendants or any other

Defendants' Releasees where the alleged injury to such Person is that Person's actual or

threatened liability to the Class or a Class Member in the Action), based upon, arising out of, or

related to the Released Plaintiffs' Claims, whether arising under federal, state, local, or foreign

law, or equity, as claims, cross-claims, counterclaims, or third-party claims, whether asserted in

6


the Action, in this Court. in any federal or state court, or in any other court, arbitration

proceeding, administrative agency, or other forum in the United States or elsewhere.

(b) Except as provided below, Defendants and each and every one of the other

Defendants' Releasees are hereby permanently barred, enjoined and restrained, to the fullest

extent permitted by applicable law, from commencing, prosecuting, or asserting any claim for

indemnity or contribution against any Person (or any other claim against any such Person where

the alleged injury to such Defendant or other Defendants' Releasee is that Defendant's or other

Defendants' Releasee's actual or threatened liability to the Class or a Class Member in the

Action) based upon, arising out of, or related to the Released Plaintiffs' Claims, whcWci arising

under federal, state, local, or foreign law, or equity, as claims, cross-claims, counterclaims, or

third-party claims, whether asserted in the Action, in this Court, in any other federal or state

court, or in any other court, arbitration proceeding, administrative agency, or other forum in the

United States or elsewhere.

(c) Nothing in this Complete Bar Order shall prevent any Person listed on

Exhibit 1 hereto from pursuing any Released Plaintiffs' Claim against any Defendant or any of

the other Defendants' Releasees, If any such Person pursues any such Released Plaintiffs' Claim

against any Defendants or any of the other Defendants' Releasees, nothing in this Complete Bar

Order or in the Stipulation shall operate to preclude such Defendants or other Defendants'

Releasees from asserting any claim of any kind against such Person, including any Rcicascd

Defendants' Claims (or seeking contribution or indemnity from any Person, including any

Defendant in the Action, in respect of the claim of such Class Member who is excluded from the

Class pursuant to a request for exclusion).

7


(d) Notwithstanding anything in sub-paragraphs 10(a)-(c) above, nothing in

the Stipulation or in this Judgment shall operate to: (a) release any claim by Defendants or the

other Defendants' Releasees for insurance or reinsurance coverage, or otherwise preclude

T)cIndants or the other Defendants' Releasees from asserting any claims against their own

insurers or reinsurers; or (b) preclude the Individual Defendants from asserting claims for

contribution or indemnity against Merck in connection with or arising out of the Excluded

Claims.

ii. Rule 11 Findings - The Court finds and concludes that the Parties and their

respective counsel have complied in all respects with the requirements of Rule 11 of the Lccicrl

Rules of Civil Procedure in connection with the commencement, maintenance, prosecution,

defense, and settlement of the Action.

12. No Admissions - Except as set forth in Paragraph 13 below, neither this

Judgment, the Term Sheet, the Stipulation (whether or not finally approved or consummated),

nor their negotiation or any proceedings taken pursuant to them, shall be offered or received

dnst the Parties or other Releasees for any purpose, and particularly:

(a) shall not be offered against any of the Defendants or any of the other

Defendants' Releasees as evidence of, or construed as, or deemed to be evidence of, any

presumption, concession, or admission by any of the Defendants or any of the other Defendants'

Releasees with respect to the truth of any fact alleged by Class Representatives or the Class, or

the validity of any claim that was or could have been asserted, or the deficiency of any defense

that was or could have been asserted, in this Action or in any litigation, or of any liability,

negligence, fault, damages, or other wrongdoing of any kind by any of the Defendants or any of

the other Defendants' Releasees;


(b) shall not he offered against any of the Class Representatives, any of the

other Class Members, or any of the other Plaintiffs' Releasees, as evidence of or construed as, or

deemed to be evidence of, any presumption, concession or admission with respect to any

liability, negligence, fault, or wrongdoing of any kind of the Class Representatives, any of the

other Class Members, or any of the other Plaintiffs' Releasees;

(c) shall not be referred to for any reason against the Parties or other

Releasees in any other civil, criminal, or administrative action or proceeding;

(d) shall not he construed against any of the Parties or other Relcec as an

admission, concession, or presumption that the consideration given represents the amount which

could be or would have been recovered after trial: and

(e) shall not be construed against the Class Representatives, the other Class

Members, or the other Plaintiffs' Releasees as an admission, concession, or presumption that any

of' their claims are without merit, that any of the Defendants or any of the other Defendants'

Releasees had meritorious defenses, or that damages recoverable under the Complaint would not

have exceeded the Settlement Amount.

13. Notwithstanding the foregoing, the Parties and other Releasees may file or refer to

this Judgment, the Stipulation, and/or any Claim Form: (a) to effectuate the liability protections

granted hereunder, including without limitation, to support a defense or counterclaim based on

principles of res judicata. collateral estoppel, release, good-faith settlement, judgment bar or

reduction, or any theory of claim preclusion or issue preclusion or similar LlJcnse or

counterclaim; (b) to obtain a judgment reduction under the PSLRA; (c) to enforce any applicable

insurance policies and any agreements relating thereto; or (d) to enforce the terms of the

9


Stipulation and/or this Judgment. The Parties and other Releasees submit to the juri-diJ ion of

the Court for purposes of implementing and enforcing the Settlement.

14, Retention of Jurisdiction - Without affecting the finality of this Judgment in any

way, this Court retains continuing and exclusive jurisdiction over: (a) the Parties for purposes of

the administration, interpretation, implementation, and enforcement of the Settlement (b) the

disposition of the Settlement Fund; (c) any motion for an award of attorneys' fees and/or

Litigation Expenses by Co-Lead Counsel in the Action that will be paid from the Settlement

Fund; (d) any motion to approve the Plan of Allocation; (e) any motion to approve the Class

Distribution Order; and (f) the Class Members for all matters relating to the Action.

15. Separate orders shall be entered regarding approval of a plan of allocation and the

motion of Co-Lead Counsel for an award of attorneys' fees and reimbursement of Litigation

Expenses. Such orders shall in no way affect or delay the finality of this Judgment, and shall not

affect or delay the Effective Date of the Settlement.

16. Modification of the Agreement of Settlement - Without further approval from

the Court. Lead Plaintiffs and Defendants are hereby authorized to agree to and jointly adopt

such amendments or modifications of the Stipulation or any exhibits attached thereto to

effectuate the Settlement that: (a) are not materially inconsistent with this Judgment; and (b) do

not materially limit the rights of Class Members in connection with the Settlement. Without

further order of the Court, Lead Plaintiffs and Defendants may agree to reasonable extensions of

time to carry out any provisions of the Settlement.

17. Termination - If the Effective Date does not occur, or the Settlement is

terminated as provided in the Stipulation, then this Judgment (other than Paragraph 12) and any

orders of the Court relating to the Settlement shall be vacated, rendered null and void, and be of

10


no further force or effect, except as otherwise provided by the Stipulation. Within fourteen (14)

business days after written notification of termination is sent by Merck's Counsel and Co-Lead

Counsel to the Escrow Agent pursuant to the terms of the Escrow Agreement, the Set iftinent

Fund (including accrued interest thereon and any funds received by Co-Lead Counsel consistent

with ¶ 19 of the Stipulation), less any expenses and any costs which have either been disbursed

or incurred and chargeable to Notice and Administration Costs and less any Taxes paid or due or

owing shall he refunded by the Escrow Agent to Merck and/or the entity(ies) that paid any

portion of the Settlement Amount in proportion to their contributions pursuant to instructions to

be provided by Merck to Co-Lead Counsel. Co-Lead Counsel shall return any attorneys' fees as

set forth in ¶ 19 of the Stipulation. In the event that the funds received by Co-Lead Councl

consistent with ¶ 19 of the Stipulation have not been refunded to the Settlement Fund within the

fourteen (14) business days specified in this paragraph, those funds shall be refunded by the

Escrow Agent to Merck and/or the entity(ies) that paid any portion of the Settlement Amount in

proportion to their contributions pursuant to instructions to be provided by Merck to Co-Lead

Counsel, immediately upon their deposit into the Escrow Account consistent with ¶ 19 of the

Stipulation.

18. Entry of Final Judgment - There is no just reason to delay the entry of this

Judgment as a final judgment in this Action. Accordingly, the Clerk of the Court is expressly

directed to immediately enter this final judgment in this Action.

II


SO ORDERED this day of 2013.

Z6 a,~ "", '*'I-

Ihe Honorable Dennis inaugh United States DisUi Judge

71ô25()

12


EXHIBIT 1

Persons Excluded from the Class Pursuant to Request

1. Laura L. McCleary 13, Luz Beltre Houston, TX Bronx, NY

2. Emilenan P. Allen El Paso, TX

3

M. Lorna Hotz, Trustee UA 08 30 88 M. Lorna Hotz TRUST Green Bay, WI

4

L. Basil Savard and Rosalind E. Savard, Trustees Rosalind E. Savard & L. Basil Savard TR U 04 21 98 McDonald, TN

4

William J. Ware Amarillo, TX

a. Abbie Mason Penwell Raleigh, NC

7

Helen E. Kascin Mountainside, NJ

8. Sylvia M. Schimmel York, PA

Herman W. Gross Kokomo, IN

10

Bradford Spencer Independence, KY

I.

Edward J. Sweeney Seaford, NY

12

Connie D. Burns Provo, UT

14. Udalric A. Bednarik and Anne A. Bednarik Hatfield, PA

15. Udalric A. Bednarik Hatfield, PA

16. Dorothy Wiener TOD Gail Bloomfield Aventura, FL

17. William Shang Ithaca, NY

18. Catherine F. Nagareda El Cerrito, CA

19. Ingeborg Schuster Dresher, PA

20. Ursula Schuster Dresher, PA

21. Walter A. Meller Abilene, TX

22. Eleanor R. Flowers Hamden, CT

23. Hugh D. Herrington and Lucy C. Herrington Oakmont, PA

24. John Bradle Roanoke, IL

25. Fred Schaefller Huntingdon Valley, PA

13


26. Leslie Brand and Linda Brand Pittsville, WI

27. Joan C. Struck and Donald E. Struck Springfield, IL

28. Frederick A. Ackermann and Michael C. Emmett. Jt, Ten Denton, TX

29. Vincent Rowe (f/k/a Paul Rowe Samuel!), individually and on behalf of the Rowe Family Trust Laguna Hills, CA

30. Louella F. Benson Alexandria, VA

31. Jerilyn A. Dalton Palm Bay, FL

32. Geraldine Rousek Chicago, IL

3' ). Matthew A. Ubeihor Evansville, IN

34. Eileen O'Brien Homer Glen, IL

35. Jean Hansen Brick, NJ

36, Edwin M. Ramey and Florence F. Ramey Rixeyville, VA

37. Patrick Ware Amarillo, TX

38. Diane Favoriti Rahway, NJ

39. Richard Babiarz Auburn, NY

40. Alice A. Hayes Cape Coral, FL

41. Richard E. Patton and Alice S. Patton Pittsburgh, PA

42. Dolores Favoriti Rahway, NJ

43. Estate of Pauline Z. Chappell, by Jane K. Testerman, Exutri\ Mooresville, NC

44. David R. Werner and Kathryn C. Werner, Jt, Ten. Williamsport, PA

45. Charles J. Dominick Springfield, PA

46, Susan Walsh MacLeman Doylestown, PA

47. Estate of Marlene Jacobs by Richard W. Jacobs, Executor Cumming, GA

48. Richard W. Jacobs, Jr. Cumming, GA

49, Edoardo Laurenti Como, Italy

50, Jane W. Harder Auburn, CA

51. Peter Asirnov Lorain, OH

14


52, Roger A. Anderson and Chesterine L. Anderson JT WROS Arlington, VA

53

Evelyn C. Higginson and Robert R. Fligginson Lake City, FL

54

Barbara C. Bryant Gwynedd, PA

55

Judith Z. Clark Lititz, PA

56. Maury Gaye Johanning Cunningham Dallas, TX

57. Randal J. Schiater Sidney, OH

58. Walter R. Waddell, Jr. Verona, VA

59. Carl Sucro and Marie Sucro Lakewood Ranch, FL

60. Maureen F. Poggi, Individually and as Trustee of Robert R. Poggi, Jr. Non-Revocable Trust Cambridge, MA

61. Agnes M. Toccket Newton, NJ

62. Ervin E. Mangus Brimfield, IL

63. Albert E. Farrar, Jr. [Farrur] Puyallup, WA

64. Linda M. Sandness Brookings, SD

65. Larry Sit and Sylvia Sit East Elmhurst, NY

66. Theodore F. Grabowski and Patricia D. Grabowski Lubbock, TX

67. James M. Taylor and Louise Taylor Palm Desert, CA

68. Philippe Conquet Paris, France

69. Melvin IT, Getzoff Mount Laurel, NJ

70. Merle Stoecklin Belleville, IL

71. Lee S. Jamison and Mary L. Jamison, JT Ten Greensburg, PA

72. Francine B. Miler and Edward H. Miler Summerville, SC

73. Janet D. Humm Hagerstown, MD

74. Joseph G. Burdzy Elmwood Park, NJ

75. Estate of Anne Kaplanoff by Florence Persianoff, Executrix Erie, PA

76. Barbara S. Flood Shalimar, FL

15


77. Joseph S. Lodato and Elisabeth M. Lodato, Joint Tenants in Common Slidell, LA

78. Irving L. Stewart and Joanne M. Stewart Rockford, IL

79. John 0. Browning, by Alison Browning Sands, Attorney-in- Fact I Tightstown, NJ

80, Claude E. Frazier, Sr. and Patsy W. Frazier Springfield, TN

81. Caroline Wencher Brooksville, FL

82. Beatrice R. True Beatrice R. True Trust Gull Stream, FL

83. James M. Tobin and Pauline A. Tobin Mountlake Terrace, WA

84. Margaret L. Morris Coupeville, WA

85. Kenneth H. Wohibach Colorado Springs, CO

86. Mildred Robertson and William Robertson, JT TEN Fallon, NV

87. John B. Schmidt and Ellen M. Schmidt, Trustees Under Agreement dated 10/1/90, Schmidt Family Trust Naples, FL

88. Robert G. Coleman and Maxine C. Coleman St. Augustine, FL

89, Joanne M. Bentley Salem, OR

90, Hope Anthony Brown Jacksonville, OR

91. II, Wynn Pletcher Miffiinburg, PA

92, Albert C. Ford Newport News, VA

93, Paolo Santini, Individually and on behalf of the Estate of Harry Marinsky Pietrasanta, Lucca, Italy

94, Nancy J. Sullivan Penn Yan, NY

95. Lionel N. Zimmer - Rollover IRA Richmond, VA

96. Doris A. Zimmer, TTEE Lionel N. Zimmer, TT EE The Doris A. Zimmer Rev, Trust UA DTD 7/7/92 Richmond, VA

97. Glen E. Minks Springfield, IL

98. Robert T. Chang Rochester Hills, MI

99. Craig William Fisher and Ingrid M. Fisher Warminster, PA

100. Shirley M. Crane San Antonio, TX

16


101, Julia E. McCabe Ilaverford, PA

102, Patricia A. Gawarecki Lansdale, PA

103. Robert Mengel Springdale, PA

104. Louis Don Teets Dunnellon, FL

105, David A. Crowell New Bern, NC

106. Milton W. Kline Fitchburg, MA

107. Donal Kennedy Cashel, County Tipperary, Ireland

108. Thomas J. Purtcll Clearwater, FL

109. Vernon C. Fontenot and Catherine G. Fontenot, Ten, Corn. River Ridge, LA

110. Cynthia Jadosz Absher, as Trustee of the Kenneth Michael Absher Trust College Station, TX

111. Eleanor R. Fentirnan Woodbridge, NJ

112. Orga V. Craig and Millie N. Craig, Trustees I JJA 10/16/00 Craig Trust Kingwood, TX

113. Diane Sletmoen Spokane, WA

114. Dorothy Ann Simpson Albuquerque, NM

115. Thomas J.C. Little, Jr. Bluffton, SC

116. Theresa E. Dorsey Pittsburgh, PA

117. Tok Yol Choi and Wol Son Choi, Joint Account Windsor, CO

118. Tok Yol Choi Windsor, CO

119, David A. Galloway and Rosernarie E. Galloway Philadelphia, PA

120. Ray M. Bergstresser and Elizabeth Bergstresser. it. Tenants Wyomissing, PA

121. Barbara E. Larson Reading, MA

122. Robert V. Larson Reading, MA

123. James V. Hendersen Simpsonville, SC

124. Alan Dibble Sacramento, CA

125. Nancy M. Solari, Trustee of Revocable Trust of 7/24/98 Sebastian. FL

126, William W. Winn and Martha M. Winn, Trustees William & Martha Winn Trust Tucson, AZ

17


127. Terry L. Boles TOD LeAnn R. Boles Grand River, IA

128. Jack L. Shaw Cantonment, FL

129. Ezio Gallarte and Romana Gallarte, Co-TTEES Oil' Gallarte 1990 Rev. Trust DTD 07-18-1990 Daly City, CA

130, Ginger Sullivan Penn Yan, NY

131. Evelyn Van Blarcurn Warren, NJ

132. Gerald C. Smith Fairview, TX

133. Alan H. Carlson, Trustee Alan H. Carlson Trust U/A DTD 6-11-93 Highland, IN

134. JT Lyons and Dorothy Lyons Stewardship Trust, by Dorothy Lyons, Co-Trustee Brooksville, FL

135. Dolph Jerome Slack, TTEE 1). Jerome Slack Trust UAD 6/26/81 Sun City Center, FL

136. Estate of John Dax by Anna Dax, Power of Attorney Pittsburgh, PA

137. ZotiaParzonko Murrieta, CA

138. Marie J. Spirito Providence, RI

139. Doris E. Hawkins Elkins Park, PA

140. Terry L. Millen Springtown, PA

141. R. Michael Bagley Greensboro, NC

142, Conard W. Hoak Luray, VA

14' ). Cheryl E. Crigger Columbus, OH

144, Bernita J. Zygmunt TOD Subject to STA TOD rules, Kelly A. Zygmunt UnifTrl. Min Act. St. Louis, MO

145. Luise D. Harris Wilmington, DE

146. John P.Warner Palm Bay, FL

147. Estate of Charles F. Nelson, by Janet Shwiner Edison, NJ

148. Mary Ann L. Lampon Colonia, NJ

149. Eleazar Diaz and Guadalupe Diaz Las Vegas, NV

150. Judith A. Ziegert Mason, OH

18


151. Darlene Ting-Apana Honolulu, HI

152. Bruce A. Paige and Donna H. Paige Eatonton, GA

153. Joseph T. Rosin DeWitt, MI

154. Harold T. Pederson, Jr. and Marallis L. Pederson, TTEES U/A DID 11/26/96 Pederson Family Trust Spokane, WA

155, Joan Brodovksy San Jose, CA

156, Lorraine M. Leavell Houston, IX

157. Frank E. Brown Marysville, MI

158. Alexander MacKenzie Quincy, MA

159. Jill B. Scherb Skillman, NJ

160. Leonora M. Irankocy North Versailles, PA

161. Sandra M. Dewyer and Sammy R. Dewyer, Jt Ten Bowling Green, 011

162. Sonia Aklian Clark, NJ

163. Bobbie M. Boyd Tempe, AZ

164. Robert J. Engelhard and Karen R. Engelhard Stevens Point, WI

165. Eugene D. Mohn and Patricia J. Mohn, Jt. Ten Mesquite, NV

166, Ryan O'Connor Fort Pierce, FL

167. Elba Smith Gutekunst, Individually and as Trustee U/A/D 2/15/93 Elba Smith Gutekunst Liv Tr Dallas, TX

168, North Sound Capital LLC, North Sound Legacy International, and North Sound Legacy Institutional Greenwich, CT

169. Unit Food Commercial Workers Local 1500 Pension Fund

Westbury, NY

170. General Board of Pension and Health Benefits of The United Methodist Church

Glenview, IL

171. Government of Singapore Investment Corporation Pte Ltd.

Singapore

172. Daniel Linden Temecula, CA

173. William Pierce Clinton Township, MI

174. William A. Pierce and Sally Ann Pierce, Jt. Ten Clinton Township, MI

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175. Ziping Li Evansville, IN

176. Kathleen S. Jeschke Chevy Chase, MD

177. Investors Trading AB Stockholm, Sweden

178. Ruth S.Ikeda Phoenix, AZ

179. Koch Industries, Inc. Wichita, KS

180. William H. Davis Oneonta, NY

181. Nancy Hurst Mission Viejo, CA

182. Estate of Janet Ritschel Huntington Beach, CA

183. James M. Cubbon IT Prescott, AZ

184. Koch Equity Arbitrage Partners, LLC

Wichita, KS

185. Arthur L. Hughes and P. Janet Hughes

Oceanside, CA

186. Michalek Family Living Trust DDTD 5/13/98

By Joseph Michalek, Trustee Santa Rosa, CA

187. Daniel F. Rubinstein and Elaine Rubinstein, Trustees

Rubinstein Revocable Living Trust Dated 10/19/89 North Hollywood, CA

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