Case 1 :04-cv-05487-JBS-AMD Document131 Filed 08/17/2007...
Transcript of Case 1 :04-cv-05487-JBS-AMD Document131 Filed 08/17/2007...
Case 1 :04-cv-05487-JBS-AMD Document 131 Filed 08/17/2007 Page 1 of 14
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEW JERSEY
WILLIAM STEINER, individually
and on behalf of himself and all
others similarly situated,
Plaintiffs,v.
MEDQUIST INC., BRIAN J. KEARNS,
DAVID A. COHEN, JOHN A. DONOHOE,
ETHAN COHEN, JOHN W. QUAINTANCE,
RONALD F. SCARPONE, KPMG, LLP
and ARTHUR ANDERSON,
Defendants.
HON. JEROME B. SIMANDLE
Civil No. 04 - 5487 (JBS)
FINAL JUDGMENT AND
ORDER FOR DISMISSAL
WITH PREJUDICE
This matter came before the Court on August 15, 2007 for
hearing pursuant to an Order of this Court dated May 16, 2007, on
the application of the Settling Parties for approval of the
settlement set forth in the Stipulation of Settlement dated as of
March 23, 2007 (the "Stipulation"). Due and adequate notice
having been given of the settlement as required in said Order,
and the Court having considered all papers filed and proceedings
held herein and otherwise being fully informed in the premises
and good cause appearing for reasons stated in the Oral Opinion
of August 15, 2007;
IT IS, this 17th day of August , 2007 , hereby
ORDERED, ADJUDGED, AND DECREED that:
1. This Judgment incorporates by reference the definitions
in the Stipulation, and all terms used herein shall have the same
meanings set forth in the Stipulation.
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2. This Court has jurisdiction over the subject matter of
the Litigation and over all parties to the Litigation, including
all Members of the Settlement Class.
3. Except as to any individual claim of those Persons
(identified in Exhibit 1 attached hereto) who have validly and
timely requested exclusion from the Settlement Class, the
Litigation and all claims contained therein, including all of the
Released Claims, are dismissed with prejudice as to the Lead
Plaintiff and the other Members of the Settlement Class, and as
against each and all of the Released Persons. The parties are to
bear their own costs , except as otherwise provided in the
Stipulation.
4. Pursuant to Rule 23 of the Federal Rules of Civil
Procedure, this Court hereby approves the settlement set forth in
the Stipulation and finds that said settlement is, in all
respects, fair, reasonable and adequate to, and is in the best
interests of, the Lead Plaintiff, the Settlement Class and each
of the Settlement Class Members. This Court further finds the
settlement set forth in the Stipulation is the result of arm's-
length negotiations between experienced counsel representing the
interests of the Lead Plaintiff, the Settlement Class Members,
and the Defendants. Accordingly, the settlement embodied in the
Stipulation is hereby approved in all respects and shall be
consummated in accordance with its terms and provisions. The
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Settling Parties are hereby directed to perform the terms of the
Stipulation.
5. Pursuant to Rule 23 of the Federal Rules of Civil
Procedure, the Court hereby certifies, for purposes of
effectuating this settlement, a Settlement Class of all Persons
who purchased the publicly-traded securities of MedQuist between
and including March 29,2000 and June 14,2004. Excluded from the
Settlement Class are Defendants and their Related Parties. Also
excluded from the Settlement Class are those Persons who timely
and validly requested exclusion from the Settlement Class
pursuant to the Notice of Pendency and Proposed Settlement of
Class Action.
6. With respect to the Settlement Class, this Court finds
for the purposes of effectuating this settlement that: (a) the
Members of the Settlement Class are so numerous that joinder of
all Settlement Class Members in the Litigation is impracticable;
(b) there are questions of law and fact common to the Settlement
Class which predominate over any individual questions; (c) the
claims of the Lead Plaintiff are typical of the claims of the
Settlement Class; (d) the Lead Plaintiff and Lead Counsel have
fairly and adequately represented and protected the interests of
all of the Settlement Class Members ; and (e ) a class action is
superior to other available methods for the fair and efficient
adjudication of the controversy, considering: (i) the interests
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of the Members of the Settlement Class in individually
controlling the prosecution of the separate actions; (ii) the
extent and nature of any litigation concerning the controversy
already commenced by Members of the Settlement Class; (iii) the
desirability or undesirability of continuing the litigation of
these claims in this particular forum; and (iv) the difficulties
likely to be encountered in the management of the Litigation.
7. Upon the Effective Date, the Lead Plaintiff and each of
the Settlement Class Members shall be deemed to have, and by
operation of this Judgment shall have , fully, finally, and
forever released, relinquished and discharged all Released Claims
against the Released Persons, whether or not such Settlement
Class Member executes and delivers a Proof of Claim and Release
form.
8. Upon the Effective Date hereof, each of the Released
Persons shall be deemed to have, and by operation of this
Judgment shall have, fully, finally, and forever released,
relinquished and discharged the Lead Plaintiff, each and all of
the Settlement Class Members, and Lead Counsel from all claims
(including Unknown Claims), arising out of, relating to, or in
connection with the institution, prosecution, assertion,
settlement or resolution of the Litigation or the Released
Claims.
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9. The distribution of the Notice of Pendency and Proposed
Settlement of Class Action and the publication of the Summary
Notice as provided for in the Order Preliminarily Approving
Settlement and Providing for Notice constituted the best notice
practicable under the circumstances, including individual notice
to all Members of the Settlement Class who could be identified
through reasonable effort. Said notice provided the best notice
practicable under the circumstances of those proceedings and of
the matters set forth therein, including the proposed settlement
set forth in the Stipulation, to all Persons entitled to such
notice, and said notice fully satisfied the requirements of
Federal Rule of Civil Procedure 23, the requirements of due
process , and any other applicable law.
10. Any plan of allocation submitted by Lead Counsel or any
order entered regarding the attorneys' fee and expense
application shall in no way disturb or affect this Final Judgment
and shall be considered separate from this Final Judgment.
11. Neither the Stipulation nor the settlement contained
therein, nor any act performed or document executed pursuant to
or in furtherance of the Stipulation or the settlement: (a) is or
may be deemed to be or may be used as an admission of, or
evidence of, the validity of any Released Claim, or of any
wrongdoing or liability of the Defendants; or (b) is or may be
deemed to be or may be used as an admission of, or evidence of,
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any fault or omission of any of the Defendants in any civil,
criminal or administrative proceeding in any court,
administrative agency or other tribunal. Defendants may file the
Stipulation and/or this Judgment in any other action that may
be brought against them in order to support a defense or
counterclaim based on principles of res judicata, collateral
estoppel, release , good faith settlement , judgment bar or
reduction, or any other theory of claim preclusion or issue
preclusion or similar defense or counterclaim.
12. Without affecting the finality of this Judgment in any
way, this Court hereby retains continuing jurisdiction over: (a)
implementation of this settlement and any award or distribution
of the Settlement Fund, including interest earned thereon; (b)
disposition of the Settlement Fund; (c) hearing and determining
applications for attorneys' fees and expenses in the Litigation;
and (d) all parties hereto for the purpose of construing,
enforcing and administering the Stipulation. Lead Counsel will
advise the Court when claims processing is complete and will move
for approval to distribute the Net Settlement Fund in accordance
with the Court-approved Plan of Allocation. Eligible Class
Members must fill out their claim form, include all required
documents, sign it and mail it to the Claims Administrator
postmarked no later than September 10, 2007, as previously
required. The Claims Administrator has discretion to extend the
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time for a Class Member to perfect the claim for good cause, but
no extension may exceed November 10, 2007. The Claims
Administrator shall complete all claims processing by March 10,
2008, and Class Counsel's motion for approval to distribute the
Net Settlement Fund shall be filed by April 1, 2008.
13. The Court finds that during the course of the
Litigation, the Settling Parties and their respective counsel at
all times complied with the requirements of Federal Rule of Civil
Procedure 11.
14. In the event that the settlement does not become
effective in accordance with the terms of the Stipulation or the
Effective Date does not occur, or in the event that the
Settlement Fund, or any portion thereof, is returned to the
Defendants, then this Judgment shall be rendered null and void to
the extent provided by and in accordance with the Stipulation and
shall be vacated and, in such event, all orders entered and
releases delivered in connection herewith shall be null and void
to the extent provided by and in accordance with the Stipulation.
s/ Jerome B . Simandle
JEROME B. SIMANDLE
U.S. District Judge
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EXHIBI1 . 1
AUG 02 ^W_ff-R5 7 WN DCQ Document 131 FRle 08/17/2007
►► ' ^E ll 11 l l i !i I Ij l1 I . {{ iI1 U xc 1
July 14, 2007
MedQuist Securities Litigationc/o Gilardi & Co. LLCClaims AdministratorP.O. Box 808003Petaluma, CA 9497003
Page9of14 02
I i°5
JUL 16 2007CLAIMS CENTER
RE Steiner v. MedQuist. Inc., gt al.,No. I:Q V-05487-JB5-AMD
Dear Madam/Sir
Please exclude us from the Settlement Class in the above referenced classaction litigation.
The facts of which you wish to be apprised in regard to our request for exclusionare as follows:
1. [ On March 28, 2000 Ilwe owned Seven Thousand Five Hundred Fif y-five (7,555) shares of MedQuist, Inc. common stock.
2. Between March 29, 2000 and June 14, 2004 fnre bought an additionalEight Thousand Five Hundred Ten (8,510) shares of MedQuist„ Inc.common stock- The share purchases were as follows:
Date Acquired7/26/200012/171200211/1412003
No. of Shares4,5102,5001,500
31 Between March 29, 2000 and June 14, 2004 lAwe sold SixteenThousand Sixtyfive (18 065) shares of MedQuist, Inc. common stock.The share-sales were as follows:
Exhi
AUG-OF M'1& ^-.% - ff? 0 Document 131
i
Pate Sold416/2000417/2000
1` 5/19/2000717/200012/28/20001/2/20011/4/20011/23/20032/4/20033114/20037/11/20031 1/21/20032/20043/112004
TOTAL
Very truly yours,
Gerald H GrubdrTenant I n Common With Linda A Gruber
7,;T^Linda A GFUberTenant in Common With Gerald H Gruber
A'Ie 008/17/2007 Page 10 of 14 3
No. of Shares1,0001,000492
3,2731,7252,0002,000500500
7568
1,500500
1,000
16,065
Gerald H `GiSale Owner
cD
O
N0)CUa
ti00Nti
00
L
:HOer^k^. GG Li er4411 ^jrd PuceCastle Rack, CO 80108
Hrr^nsreics
u.5. IAC AGEPAID
SE^7AL.IA, CD88135
JUL I L. ' U7Amolpffsrac ss Ar=r
fit
O 7005 039D 0001 2605 E949E
.e.s
0 _j
CLAIMS CENTER
MedQuist Securities Litigationdo Gilardi & Co. LL.CClaims AdministratorP.O. Box 806003Petaluma , CA 94975-8003
CTM
Q
Case 1 :04-cv-05487-JBS-AMD Document 1
Case 1:04-cv-05487-JBS-AMD Document 129 Filed 08110/2007 Page 1 of 3
Gerald H. (3ruber
SL C1,E[0;4411 Orofino Place V
Castle Rock, Colorado 80108(303) 814- 1 1 56 r. a'I : !_ I 0 II 1
August 6, 2007
Clerk of the CourtUNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEYMitchell H . Cohen Building & US Courthouse4th & Cooper Streets , Room 41050Camden, NJ 08101
Joy Ann BullLE CH COUGHLIN STOIA GELLERRUDMAN & ROBBINS LLP
055 West Broadway , Suite 1900San Diego, CA 92101
Gail J. StandishWINSTON & STRAWN LLP333 South Grand Avenue , 380' FloorLos Angeles , CA 90071-1543
MedQuist Securities Litigationc/oGlardi&Co. LLCClaims AdministratorP.O. Box 808003Petaluma, CA 94975-8003
Dear Madam/Sir:
i.;€k f;GURr
R : Steiner v. M uist In . t alNo. I :1(14- V 05 7-JBS-AMD
I received today a fetter dated August 3, 2007 from Joy Ann Bull advising me thatI am not allowed to object to the above refereed settlement to the court andcounsel for the parties, AND also file a request for exclusion from the SettlementClass to the Claims Administrator. Ms. Bull cites Question 6 and Question 13 asauthorities to the effect that, if you ask to be excluded, you are not eligible toreceive any settlement payment, and you cannot object to the settlement."
7-JBS-AMD Document 131 Filed 08/17/2007 Page 13 of 14
Case 1:04-cv-05487-JBS-AMD Document 129 Filed 08/10/2007 Page 2 of 3
€ too have an authority that I am entitled to have my objection heard by the Courtwithout foregoing my right thereafter to be excluded from the Settlement Class_Pursuant to Summary Notice, Exhibit A-3 of the Stipulations Of Settlement in theabove referenced litigation, there is no limitation or prejudice to mycommunicating to the Court my objeefion to the offered Class Action Settlementand thereafter excluding myself from the Settlement Class.
Addressing myself primarily to the Court, it should be important to you tounderstand why I object to the Settlement, and I should not have to give up anyof my rights to do so. In particular, my appeal to the Court is in behalf of allplaintiffs, not just those agreeing to the conditions of the Settlement Notice. Thecondition contained in the Notice is self-serving for Counsel far the Lead Plaintiffand Counsel for the Defendant and injurious to most other possible Plaintiffsother than the Lead Plaintiff, in that it is by itself probably sufficient to cause theCourt to not hear from otherwise affected Settlement Class members.
Now, to answer the question posed by Ms. Bull in the final sentence of herAugust 3, 2007 letter, if it is determined that I am not able to have my objectionbe heard, and then to exclude myself from the Settlement Class, I choose to beexcluded from the Settlement Class. There is no justice for me in the Settlement,as offered,
Very truly yours,
e-1 --- +Gerald H. Gruber
cc; Michael D. LiPuma, Esq.325 Chestnut StreetSuite 1109Philadelphia, PA 10106