Stephen Hill, et al. v. Jerry R. Welch, Inc., et al. 03-CV...

UNITED STATES DISTRICT COURTFOR THE EASTERN DISTRICT OF PENNSYLVANIA

IN RE: FAO, INC. SECURITIESLITIGATION

: Master File No . 03-CV-06596-MMB

MOTION FOR AN ORDER APPROVING DISTRIBUTION OF SETTLEMENTFUNDS TO VALID CLAIMANTS, ALLOWING LATE-FILED CLAIMS,DISALLOWING REJECTED CLAIMS, AND ALLOWING PAYMEN T

OF FINAL SETTLEMENT ADMINISTRATION COST S

Plaintiffs, by their Counsel, hereby move this Court for the entry of the accompanying Orde r

(the "Distribution Order"). Entry of the proposed Distribution Order will :

(1) approve the procedures used and actions taken by Heffler, Radetich & Saitta L .L.P .

("Heffler firm" or the "Claims Administrator"), and Plaintiffs' Counsel for the administration of th e

Settlement as described herein and in the Final Report of Heffler, Radetich & Saitta L .L.P. (the

"Heffler Report"), attached as Exhibit "A" ;

(2) approve the totally or partially valid claims listed in Claimants Listing, Exhibit "B" ,

to this motion ;

(3) approve the totally or partially valid, but late filed claims , described in Exhibit "B",

as if they had been filed on or before the original deadline of June 10, 2005 ;

(4) approve the rejection of those claims identified in Exhibit "B" as entirely rejected o r

totally deficient and the partially rejected and partially deficient portions of the partially valid claims ;

(5) approve payment of incurred and anticipated future fees and costs for administratio n

of the Settlement of $8,321 .58;

(6) direct distribution of the balance of the Net Settlement Fund to the Authorize d

Claimants listed in the Claimants Listing, Exhibit "B" ;

(7) direct that the checks for distribution to the Authorized Claimants shall bear th e

notation "Non-Negotiable After 180 Days," and no check shall be negotiated in the Net Settlemen t

Fund more than 200 days after the date of the check ;

(8) allow destruction of claim forms filed along with all related correspondence one yea r

after the initial distribution of the Net Settlement Fund to the Authorized Claimants while retaining

the Claimants Listing and the computer database (compiled from the claim forms and relate d

correspondence) and programs for three (3) years after the initial distribution to the Authorized

Claimants .

In support of this Motion, Plaintiffs' Counsel state as follows :

A. INTRODUCTION

1 . On May 16, 2005 , a hearing was held before this Court on Plaintiffs' Motion for

Approval of Settlement of Class Action Litigation (the "Settlement") in this case and for approva l

of the Joint Petition of Plaintiffs' Counsel for an Award of Attorneys' Fees and Reimbursement o f

Litigation Costs and Expenses (the "Fee Petition") and approval of the Plan of Allocation for th e

Settlement proceeds. Notice of the Settlement, Fee Petition, and the hearing thereon had been sen t

previously to the members of the Class, along with a Proof of Claim form to be completed b y

members of the Class seeking to share in the Net Settlement Fund.

2 . On May 16, 2005, this Court issued an Order and Final Judgment, approving the

Sett lement as fair and reasonable and dismissing the action with prejudice . Additionally, on May

2

16, 2005, the Court authorized implementation of the Settlement terms which included that a claim s

administrator process the claims and be paid for such administrative costs .

The Court's Order also retained jurisdiction for purposes of determining any matters

relating to the administration of this Settlement .

4. Plaintiffs' Counsel hired the Heffler firm to complete notification to the Class and t o

process the Proof of Claim forms submitted by the members . The Heffler firm has more than 3 0

years of experience in administering class action settlements, including securities cases .

5 . The Stipulation and Agreement of Settlement approved by the Court on January 10 ,

2005 contains a plan of distribution . The amount of cash available for distribution as of January 31 ,

2006 was $1,117,070 .05 and will remain in an interest-bearing account until the date of distribution .

Exhibit "D", the Settlement Fund Analysis, details the accounting for the Settlement Fund .

6. Plaintiffs' Counsel now seek Court approval of the distribution of the Net Settlement

Fund .

B. SUMMARY OF THE CLAIMANTS LISTIN G

1 . As of March 9, 2006, 281 Proof of Claim forms have been received and processe d

in accordance with the terms of the Stipulation and Agreement of Settlement. A report prepared by

the Heffler firm dated May 16, 2006 summarizing the disposition of all claims is attached as Exhibi t

"A" (the "Heffler Report") .

2 . Exhibit "B" is the detailed Claimants Listing showing each claim received, includin g

the claim number, name of the claimant, whether each claim was approved in whole or in part and

if applicable, a coded comment denoting the reason a claim was rejected in whole or in part .

3

3 . Of the 281 claims received to date, 254 claims have been adjudged as payable i n

whole or in part. As indicated in Exhibits "A" and "B", the Total Recognized Claim Amount of

these payable claims is $2,276,315 .43 .

4. The Heffler Report, Exhibit "A", also references 27 non-payable claims . The identity

of these claimants and the reason the Heffler firm has rejected these claims is set out in th e

Claimants Listing, Exhibit "B" . As indicated in Exhibits "A" and "B", of the 27 non-payable claims ,

2 claims were disallowed because Claimants failed to provide transactional information and/o r

documentation of any claimed transactions . The balance of the 27 non-payable claims was entirel y

rejected for one or more of the following reasons : (a) not purchasing class securities during the Clas s

Period; (b) filing a duplicate claim ; and (c) purchasing and selling class securities during the perio d

of August 27, 2003 and November 6, 2003, an d purchasing and selling class securities on November

7, 2003, which under the Plan of Allocation, have a Recognized Loss of zero . The reason that each

non-payable claim was rejected is set out in Exhibit "B" .

5 . Each claimant who filed a deficient claim was sent a deficiency letter allowing 2 0

days to cure each deficiency . Subsequent to the expiration of that 20-day period, each remaining

deficient claimant was sent a final letter allowing an additional 20 days to cure the deficiency or t o

contest the pending recommendation of entire rejection of his, her or its claim . Each claimant whose

claim was recommended for rejection, either in whole or in part, was sent a letter advising th e

claimant of the reason for the partial or entire rejection of their claim and allowing a 20-day perio d

to respond if the claimant believed the rejection was incorrect, the claimant wished to correct th e

claim or the claimant wished to contest the pending rejection .

4

6. As a result of these procedures to allow claimants to "cure" any defective clai m

submissions, there remain no claimants who presently contest the rejection of their claim .

C. REQUEST FOR APPROVAL OF PAYMENT OFCLAIMS, INCLUDING LATE CLAIMS

1 . Of the Proof of Claim forms received, 254 claims were postmarked on or before June

10, 2005, the original deadline for filing claims . An additional 27 claims were postmarked after Jun e

10, 2005 . These late claims were assigned claim numbers 10,001-10,027. As indicated in Exhibi t

"A", the Total Recognized Claim Amount submitted by valid, but late , claimants is $91,725 .21 .

2 . It would be fair, reasonable and in the interest of justice to allow the valid, but late ,

claims to share in the Net Settlement Fund . These claimants may have received their claim form s

later than the deadline since the brokerage houses holding the names were at times slow to mail the

claim form to their clients or slow to timely provide these names to the Claims Administrator .

Plaintiffs' Counsel request that these late Claimants be included in the distribution of the Net

Settlement Fund .

3 . Therefore, Plaintiffs' Counsel request that each approved claim listed on Exhibit "B" ,

including the late claims, be approved for payment by the Court, while each claim which has been

rejected in whole or in part should be rejected .

D. RJ OUEST FOR APPROVAL OF FINAL ADMINISTRATION PAYMEN T

1 . The fees and costs for the Heffler firm for the administration and post-administratio n

of this Settlement are $8,321 .58 . This amount includes anticipated future fees and costs in

connection with distribution of the Net Settlement Fund and post-distribution activities, includin g

calculating each claimant 's pro rata share of the Net Settlement Fund, handling correspondence and

5

telephone calls, P .O. Box rental for 12 months, printing and mailing checks, follow-up procedure s

including locating the current addresses of the Authorized Claimants whose checks are returned

undeliverable. See invoice dated March 10, 2006 attached as Exhibit "C" .

E. REQUEST FOR DISPOSITION OF CLAIMS ADMINISTRATOR'S RECORD S

1 . Plaintiffs' Counsel also request that the Distribution Order provide that one year afte r

the initial distribution of the Net Settlement Fund to the Authorized Claimants, the Claims

Administrator may destroy all claim forms and related correspondence . The Claims Administrato r

would, however, retain all other administrative records, including its copy of the Claimants Listing

and its computer database used to create the Claimants Listing, for a period of three (3) years afte r

the initial distribution of the Net Settlement Fund to the Authorized Claimants .

WHEREFORE , Plaintiffs' Counsel respectfully request that the Court enter the propose d

Distribution Order .

DATED: June 2, 2006 BERGER & MONTAGUE, P.C.

By: /s/ Gary E . Cantor GEC3350Sherrie R . Savett (Pa. I .D. 17646)Gary E. Cantor (Pa . I .D. 25380)1622 Locust StreetPhiladelphia, PA 19103Tel: (215) 875-3000Fax: (215) 875-463 6

6

Kenneth J . VianaleJulie Prag VianaleVIANALE & VIANALE, LLP2499 Glades RoadSuite 11 2Boca Raton, FL 33431

Tel: (561) 392-4750

Lead Counsel for Plaintiffs

405289

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IN RE : FAO, INC. SECURITIES : Master File No. 03-CV-06596-MMBLITIGATION

CERTIFICATE OF SERVIC E

I, Gary E . Cantor, hereby certify that on this 2nd day of June, 2006, I caused a

copy of Plaintiffs ' Motion For An Order Approving Distribution Of Settlement Fund To Valid

Claimants, Allowing Late-Filed Claims, Disallowing Rejected Claims And Allowing Payment of

Final Settlement Administration Costs, via first-class mail, postage prepaid, upon the following

defense counsel :

Mark J . Sonnenfeld , EsquireKaren Pieslak Pohlman, EsquireMorgan , Lewis & Bockius LLP1701 Market StreetPhiladelphia, PA 19103-2921

(;~~ q (,- - C,,,toy-Gary E. Cantor

405289

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[Proposed ] ORDER APPROVING DISTRIBUTION OF SETTLEMENTFUNDS TO VALID CLAIMANTS, ALLOWING LATE-FILE D

CLAIMS, DISALLOWING REJECTED CLAIMS, AND ALLOWINGPAYMENT OF FINAL SETTLEMENT ADMINISTRATION COST S

AND NOW, this day of , 2006, upon consideration of i) Plaintiffs '

Motion for an Order Approving Distribution of Settlement Funds to Valid Claimants, Allowing Late-

Filed Claims, Disallowing Rejected Claims, and Allowing Payment of Final Settlement

Administration Costs (the "Distribution Motion") ; and ii) the Stipulation and Agreement o f

Settlement dated January 10, 2005 ("the Stipulation") approved by the Court in its Order and Final

Judgment dated May 16, 2005, it is hereby ORDERED as follows :

1 . The procedures used and actions taken by Heffler, Radetich & Saitta L .L.P . (the "Heffler

firm"), the Claims Administrator, and Plaintiffs' Counsel for the administration ofthe Settlement ar e

hereby adjudged to have been proper and complete, and the Court hereby approves the administrativ e

determinations of the Heffler firm in accepting and rejecting claims filed in this matter.

2. The Court hereby approves the valid, documented claims listed in the Claimants Listing,

attached as Exhibit "B" to the Distribution Motion . These claims include totally valid claims, as wel l

as the valid portions of partially valid claims, of both timely filed and late filed claims (the

"Authorized Claimants")

3 . The Court hereby affirms the Heffler firm's rejection of the non -payable rejected claim s

set forth in the Claimants Listing, Exhibit "B", as entirely rejected or totally deficient and th e

partially rejected portions of partially valid claims .

4. The Court also approves payment from the Settlement Fund of the remaining and future

costs of claims administration, including costs to be incurred for distribution and post-distributio n

services by the Heffler firm . The total of these costs is $8,321 .58, attached as Exhibit "C" .

5 . Plaintiffs' Counsel and the Heffler firm are directed to distribute the balance of the

Settlement Fund to the Authorized Claimants delineated on the Claimants Listing, in accordanc e

with the Plan of Allocation as approved by the Court in its May 16, 2005 Order . Each Authorized

Claimant shall receive his/her/its proportionate share of the cash of the Settlement Fund calculate d

by the Heftier firm and based on his, her or its Recognized Loss compared to the Total Recognize d

claims of all accepted claimants .

6. The Court directs that the checks for distribution to the Authorized Claimants shall bea r

the notation "Non-Negotiable After 180 Days," and that no check shall be negotiated in the

Settlement Fund more than 200 days after the date of the check .

7. The Court also finds that, 365 days after the initial distribution of the Net Settlemen t

Fund to the Authorized Claimants, it will be appropriate for the Heffler firm to destroy all clai m

forms and related correspondence . The Heffler firm shall, however, retain all other administrative

records, including a copy of the Claimants Listing and the computer database used to create th e

Claimants Listing, for a period of three (3) years after the initial distribution of the Net Settlement

Fund to the Authorized Claimants .

2

8. The Heffler firm, Plaintiffs, Plaintiffs' Counsel and all other persons involved in th e

review, verification, calculation, tabulation, or any other aspect of the processing of the Proof of

Claim forms are released and discharged from any and all claims arising out of such involvement

(the "Released Persons"), and all Class members, whether or not they are to receive payment from

the Settlement Fund, are barred from making any further claims against the Settlement Fund or th e

Released Persons beyond the amount allocated to them by the Heffler Firm pursuant to this Order .

DATED: , 2006

United States District Judg e

405347

3

EXHIBITA

HEFFLER, RA.DETICH & SAITTA L.L.P.CERTIFIED PUBLIC ACCOUNTANT S

303 BIRCHFIELD DRIVEMOUNT LAUREL , NJ 08054-400 5

856.727-3)22856.273 .3738 . FAX

1515 MARKET STREETSUITE 1700

PHILADELPHIA, PA 191024964215 .665 .8870

215-665 .0613 - FA Xwww.heffler.com

920 GERMANTOWN PIKESUITE 10 2

PLYMOUTH MEETING, PA 19462484 .322 .0981

484.322.0934 • FAX

RECEIVED MAX 2 2 2006May 16, 2006

Gary Cantor, Esquire Kenneth J . Vianale, EsquireBERGER & MONTAGUE, P .C . VIANALE & VIANALE LLP1622 Locust Street The Plaza Suite 801Philadelphia, PA 19103 5355 Town Center Road

Boca Raton, FL 33486

Re : In Re FAO, Inc. Securities Litigatio n

Dear Counsel :

This letter, with the enclosed "Claimants Listing as of May 16, 2006" represents ourupdated final report on the 281 Proof of Claim forms received in the above referenced litigation .The Claimants Listing separates the claims into two sections, Payable and Non-Payable Claims .Each section lists the applicable claimants in alphabetical order . The Recognized Losses usedherein and in the Claimants Listing are calculated according to the Plan of Allocation asapproved by the Court .

A recapitulation of our determinations and calculations of all claims received issummarized as follows :

1 . PAYABLE CLAIM S

This section of the Claimants Listing lists the Claim Numbers, Names, Claimed,Disallowed and Allowed Recognized Losses, along with any applicable partial deficiencyor partial rejection code(s) for the 254 claimants who filed claims that we recommend beapproved as valid claims, in whole or in part. A key to the codes is included in theClaimants Listing. The Total Recognized Losses for these Payable Claims are :

Claimed Recognized Loss : $2,276,315 .43Disallowed Recognized Loss : (0 .00)Allowed Recognized Loss : 2,276,315 .43

HEFFLER, RADETICH & SAITTA L.L .P.

Gary E . Cantor, Esq .Kenneth J . Vianale, Esquire -2- May 16, 200 6

11 . NON-PAYABLE CLA[MS

This section of the Claimants Listing lists the Claim Numbers, Names, Claimed,Disallowed and Allowed Recognized Losses, along with the applicable total deficiency orentire rejection code(s) for the 27 claimants who filed claims that are totally deficient orare recommended to be rejected in their entirety . A key to the codes is included in theClaimants Listing. The Total Recognized Losses for all calculable Non-Payable Claimsare :

Claimed Recognized Loss : $9,320 .00Disallowed Recognized Loss : (9,320.00)Allowed Recognized Loss : 0 00

Of these 27 Non-Payable claims, two are disallowed because they failed to providetransactional information and/or documentation of their class transactions . The balance of 25Non-Payable claims were entirely rejected for one or more of the following reasons : notpurchasing class securities during the Class Period; filing a duplicate claim ; purchasing andselling class securities during the period of August 27, 2003 and November 6, 2003, andpurchasing and selling class securities on November 7, 2003, which under the Plan of Allocation,have a Recognized Loss of zero .

Each claimant who filed a deficient claim was sent a deficiency letter allowing 20 days to

cure each deficiency . Subsequent to the expiration of that 20-day period, each remainingdeficient claimant was sent a final letter allowing an additional 20 days to cure the deficiency or

to contest the pending recommendation of entire rejection of his or her claim . Each claimantwhose claim was recommended for rejection, either in whole or in part, was sent a letter advising

them of the reason for the partial or entire rejection of their claim and allowing a 20 day period

to respond if the claimant believed the rejection was incorrect or wished to correct their claimfiling or wished to contest the pending rejection . To date, none of these claimants are contestingthe pending recommended entire rejection of their claim .

The claim forms received were assigned a claim number based upon the filing date asfollows:

Claim Number Series Filing Date

1 - 254 Timely- filed claims (postmarked or receivedon or before June 10, 2005) .

10,001 - 10,027 Late- filed claims (postmarked or received after June10, 2005) .

HEFFLER, RADETICH & SAITTA L .L.P.

Gary E . Cantor, Esq .Kenneth J . Vianale, Esquire -3- May 16, 2006

A total of 27 claim forms were postmarked after June 10, 2005, the deadline specified inthe Proof of Claim and Release form for filing, as previously approved by the Court . Asexplained above, these claims are numbered 10,001-10,027 . Based on our experience, it isrecommended that these claims not be rejected solely on the grounds of late filing, as they didnot substantially delay the claims administration process . Accordingly, these claims are includedin the applicable report sections set forth above . A total of 15 of these late-filed claims arerecommended as Payable Claims with Total Recognized Losses of $91,725 .21 . Attached isSchedule I summarizing all claim forms received through May 16, 2006 .

Unless directed otherwise, we will continue to receive and process any correspondence orinformation submitted by claimants . Should we become aware of adjustments to claims prior todistribution of the Net Settlement Fund, we will update our file with the new information andreport the updated totals to Class Counsel immediately prior to distribution .

Sincerely ,

HEFFLER , RADETICH & SAITTA L .L.P .Claims Administrato r

Enclosure : "Claimants Listing as of May 16, 2006"

IN RE FAO. INC. SECURITIES LITIGATIONRECAPITULATION OF CLAIMS

AS OF MAY 16 .2006

CATEGORY

1 . PAYABLE CLAIM S

Timely Filed Claims

Late Filed Claims

Tota l

II . NON-PAYABLE CLAIMS

Timely Filed Claims

Late Filed Claims

Tota l

III . GRAND TOTALS

Timely Filed Claims

Late Filed Claim s

Total

CLAIMED DISALLOWED ALLOWE D

NUMBER RECOGNIZED LOSS RECOGNIZED LOSS RECOGNIZED LOS S

239 $2,184,590 .22 $0.00 $2 .184,590 .2 2

15 91,725 .21 0.00 91,725 .2 1

254 $2,276,315 .43 $0.00 $2,276,315 .43

15 $9,320 .00 $9,320 .00 $0.00

12 - - 0 .00

27 $9,320 .00 $9,320 .00 $0.00

254 $2,193,910.22 $9,320 .00 $2,184,590.22

27 91,725 .21 - 91,725 .2 1

281 $2,285,635 .43 $9,320 .00 $2,276,315 .43

SCHEDULEI

M

T1

Ci

CO)

EXHIBIT0

IN RE FAO, INC . SECURITIES LITIGATION

CLAIMANTS LISTIN G

AS OF MAY 16, 2006

Respectfully Submitted :

Heffler, Radetich & Saitta L .L .P .Philadelphia, Pennsylvania

IN RE FAO, INC. SECURITIES LITIGATION

KEY FOR PAYABLE CLAIMS

CODE REASON

P01 > Claimant did not purchase FAO, Inc . common stock during the Class Period .

P07 > Claimant purchased common stock between August 27, 2003 and November 6, 2003 and sold the shares between the same period . Under thePlan of Allocation , the Recognized Loss is zero for these transactions .

P I O > Claimant claimed shares that were received into their account without proving the shares were purchased during the Class Period .

* Where one of these codes is noted with respect to a particular claimant on the Claimants Listing, it means that, in addition to the claimant's validrecognized loss, as listed, the claimant had other purchases and/or sales of FAO common stock which did not fit the definition of Recognized Loss(for instance, purchases after the Class Period) .

IN RE FAO INC SECURITIES LITIGATION

PAYABLE CLAIMS

AS OF MAY 16, 2006

LOS SCLAIM NAME ADDITIONAL NAME CODES CLAIMED DISALLOWED RECOGNIZED

31 ABRAHAM, RICHARD E MARY L ABRAHAM 1,416 .0-5 0 .00

142 ABUDLLA ALI, MISHARI A 3,932 .15 0 .00 3,932 1 5

69 ADAMS, DANIEL D 894 .19 0 .00 894 .1 9̀

26 ALLAH JR, HARRIS C 1, 409 .95 0 .00 _, ;O~i .

120 ALTER, RALPH H 1,792 .69 0-00 ' n

1 18 ALTHOLZ, SABINA. L 862,03 0 .00 952 .0 i

133 AMARNANJ, MANUJ T 267 .95 0 .0 0

204 ANDERSON, WILLIAM R 8, 150 .60 0 .00 v, :5 0 . 6 C

167 ARSHIP, ABE 3,404 .95 0 .00 3,404 .9 5

1001 ASGPRI, AMIR 7,350 .00 0 00 SSG . ;

28 ATLANTIC TROPHY CC P/S, ALLEN SHARON SCHNEIDER TTEES 4,312 .19 0 .0v , 3'12 .1 9

108 AUSTIN, ROBERT J 285 .95 0 .00 286 .9 5

15 AYLOR, ROBERT H ROBERT HENRY AYLOR 125 .00 0 .00 125 .00

212 BABKO, OLEG P07 2,242 .90 0 .00 2,242 .9 0

3 BADER, CONRAD F 3,288 .90 0 .00 3,288 .9 0

173 BALDINO, JAMES G 446 .94 0 .00 446 .9 4

20 BANCORA, GEORGE H GEORGE H BANCORA 1,444 .75 0 .00 1,444 .7 5

170 BARRETT, BURKE T 3,517 .00 0 .00 3,517 .00

11 BATES, EVERETT F EVERETT FLOYD BATES 3,837 .39 0 .00 3,837 .3 9

93 BAUMGARTEN , EILEEN L 205 ,009 .78 0 .00 205,009 .78

175 BAXTER, BARBARA R 389 .00 0 .00 389 .00

210 BECERRA , DAVID B NANCY L BECERRA 1,452 .95 0 .00 1, 452 .95

86 BELAIR, ROBERT J 6 , 800 .00 0 .00 6,800 .00

16 BELIVEAU, MATTHEW R MATTHEW ROMAN BELIVEAU 2,069 .00 0 .00 2,069 .0 0

253 BENDER , KAREN A 1,185 .00 0 .00 1,185 .00

186 BINGHAM, KEVIN D 125 .00 0 .00 125 .0 0

33 BLOCHER, LOREN M 21 ,853 .00 0 .00 21,853 .0 0

193 BLOOMBERG , SAMUEL S P07 514.95 0 .00 514 .95

191 BOORD, WILLIAM G 8,283 .67 0 .00 8,283 .67

96 BOWDEN , WILLIAM M MARGARET F BOWDEN 1,018 .97 0 .00 1,018 .97

155 BOYLE , KATHLLEN V 1,311 .22 0 .00 1,311 .22

32 BRADLEY , WILLIAM E DORIS A BRADLEY 1,107 .02 0 .00 1,107 .02

104 BRIDEWAY ULTRA-SMALL CO, USBANK 145,227 .64 0 .00 145,227 .64

Page: 1


PAYABLE CLAIMS

AS OF MAY 16, 2006

LOS SMAIM NAME ADDITIONAL NAME CODES CLAIMED DISALLOWED RECOGNISE D

125 BRYI_NT , FREDERICK L 1, 634 .50 0 . 00 i, s34 .7 0

171 BURNETTA , BRIAN F P07 43, 110 .58 0 .00 4 3, ! 1 o 5 b

172 BURNETTA , BRIAN F P07 66, 141 .51 0 .00 06, 141 . 1

234 BURNS, DENISE KEVIN BURNS 1 , 374 .20 3 .00 i L. 21.

194 BURNS , DENISE E TREVOR 0 BURNS 1,725 .00 0 .00 1 ,725 .0 0

50 CNMPOi, ONGO, VINCENT N 4, 128 .90 0 .00 4, 128 .3 0

6. CERVO, FRANK A FRANK ALLEN CERVO 3, 125 .08 0 . 0G 3, 125 . 00

9C CHAFFIN, ROBERT A 1 , 345 .95 0 .00 1 , 345 .95

183 CHANG, JEFF Y 870 .00 0 .00 8 ;0 .00

64 CHERRY , THOMAS C BETTY C CHERRY 3 , 384 .96 0 .00 Sb-i .Jl`

129 CHIAPSETTA , JOHN ELLEN CHIA?PETTA 3,376 .90 0 .00 , 3 -1 6 .90

10018 CHRYSOVERGIS , STAVROS P HELEN H CHRYSOVERGIS 1,334 .95 0 .00 1,334 .3 5

222 CONLEY , RONALD NICHOLAS S CONLEY 2,210 .00 0 .00 2,210 .0 0

147 CRABTREE , DAVID B 2,109 . 95 0 .00 2,109 .9 5

156 CROVO, EUGENE 0 2,178 .68 0 .00 2,178 .6 8

94 DALLAS , ALEXANDRA S ALEXANDRA S DALLAS 2 ,210 .63 0 .00 2,210 .6 3

221 DALMIS , NESIP 2,060 .00 0 .00 2,060 .0 0

181 RANI, NISHANT V SAVITHRI N DANI 10,576 . 00 0 .00 10 ,576 .00

55 DANZIGER , KAREN N 2,614 . 95 0 .00 2,614 .95

57 DARROW , WILLIAM J 4,161 .00 0 .00 4 ,161 .00

98 DE BOW KLEIN , EMILY 746 .40 0 .00 746 .40

164 DENGEL , JENNIFER M 1,395 . 10 0 .00 1,395 .1 0

163 DENGEL , VICTORIA A 2,790 .20 0 .00 2 , 790 .2 0

227 DIGIAMMARINO , PASQUALE 3 MORGAN STANLEY DW INC COST 1,908 .22 0 .00 1,908 .2 2

226 DIGIAMMARINO , PJ SUSAN C DIGIAMMARINO 1,123 .00 0 .00 1,123 .00

10020 DONOLTO , RANDY D 5,806 .06 0 .00 5,806 .0 6

62 DOUGLAS, JERRY H 3, 669 . 75 0 .00 3, 669 .7 5

134 DUFFY , LAWRENCE R 3,507 . 99 0 .00 3,507 .9 9

81 DUNN, HILLARD B 683 .95 0 .00 683 .95

121 EARLE , GEORGE W 981 .33 0 .00 981 .33

250 EDMUNDS , DAVID H B JEAN EDMUNDS 2,330 .00 0 .00 2,330 .0 0

30 EHINGER , STANTON E 372 .00 0 .00 372 .00

136 ELLIN , LEON R 3,554 . 96 0 .00 3,554 .9 6

Page: 2


PAYABLE CLAIMS

AS OF MAY 16, 2006

LOS S

CLAIM NAME ADDITIONAL NAME CODES CLAIMED DISALLOWED RE'COGNI'ZE [

130 ELMORE, BARBARA A BARBARA ANN ELMORE 1,575 .00 0 .00 , 5' .-'1 .0 . .̂

7 EMBLEY, GEORGE T 1,919 .99 0 .00 1,91 .; .9 9

249 EVANS , TIMOTHY 2,500 .00 0 .00 2,`J .U :

83 PEP RSPIEL, DORT .S M 712 .09 0 .0 0

110 FISHER , LOETA F 2,035 .79 0 .00 2, 03t; ? 9

111 FISHER, SAMUEL B 2,035 .99 0 .00 2,035 .9 9

112 EIShER, SAMUEL B LOETA F FISHER , TTEE 3,941 .18 0 .00 94),1 8

245 FISHER, STEPHEN M 3,948 .00 0 .00 ',9+8 .3 0

184 FLENNER , GARY J GARY JAY FLENNER 5, 504 .23 0 .00 5, 1104 .2 3

1 FRANCOM, JOSEPH D ROBIN C FRANCOM 9,750 .00 0 .00 `,, -•

139 FRANK , JOSH 1,933 . 85 0 .00 1,9 3 3 .8 5

80 FRANK , MARIAN 1,061 .50 0 00 1,06, .50

149 FREEMAN , WARREN P CONSTANCE H FREEMAN TTEE 1, 694 .95 0 .00 1, 694 .95

92 FREIE , MICHAEL L 1,654 .95 0 .00 1,654 .9 5

137 FUCHS, JOSEPH 1,400 .00 0 .00 1,400 .00

185 GARDNER , CHRISTOPHER A 1,019 .95 0 .00 1,019 .95

48 GARLIE , BRIAN C 125 .00 0 .00 125 .00

214 GECI, GERALD G HELEN M GECI 2,789 .99 0 .00 2,789-99

213 GECI, JOHN J 2,819 .00 0 .00 2,819 .00

45 GELBER , JONATHAN S 716 .75 0 .00 716 .7 5

59 GERKEN , KURT S 820 . 98 0 .00 820 .98

252 GORLINGHORST , GEORGE LINDA M GOHLINGHORST 2,880 .00 0 .00 2,880 .00

128 GOLDIN , BRUCE ANNE GOLDIN 25 . 00 0 .00 25 .00

205 GOODWIN , EDWARD L DIANE M GOODWIN 12,325 .00 0 .00 12,325 .00

113 GOODWIN , PAUL D PAUL DEAN GOODWIN 8,018 .65 0 .00 8,018 .65

75 GOODYEAR , BRUCE S 1,786 . 95 0 .00 1,786 .9 5

58 GOSS, DAVID E 809 .95 0 .00 809 .9 5

154 GRABER , STANLEY 3,450 .26 0 .00 3,450 .2 6

102 GRACE , JAMES W LORI A GRACE 3,805 .00 0 .00 3,805 .0 0

39 GROOMS , RICHARD G 1,544 .94 0 .00 1,544 .9 4

99 GROSSMAN , JON 15,186 . 35 0 .00 15,186 .3 5

251 HALE, MARIA A 2,162 . 60 0 .00 2,162 .6 0

143 HANKS , KENNETH G 4,065 .00 0 .00 4,065 .0 0

Page: 3


PAYABLE CLAIMS

AS OF MAY 16, 200 6

CLAIM NAME ADDITIONAL NAME

65 t'.ANSEN, WILLIAM R

162 HARVEY, PHILIP D C/O DKT INTERNATIONAL STE 90 0

144 HAUSMANN, PAUL J

1 .79 HEART GROUP OF ABINGTON PENSIO ,

145 HEGER, RICHARD R

152 HEL.ER, FAY R

207 HENDERSHOTT, PATRIC H

13 HENNIS, GREGG W

35 HENRY, JERMAINE V

06 HICKEY, ROSEMARIE K

10027 HILL, STEPHEN P

105 HINTON, ALBERT R

12 HOFFMAN, SHELDON H

L0019 HOLD BROTHERS ON-LINE INVEST . ,

131 HOROWITZ, MURRAY MURRAY HOROWITZ

21 HOWELL, JAMES C JAMES CHARLES HOWELL

29 JAFFE, NATALIE NATALIE JAFF E

220 JASKIEWICZ, ANNA B

24 JONES, DONALD P ANDREA JONES P07

138 KARCHER, REGIS A

114 KERSHAW, HOWARD V HOWARD V KERSHAW

254 KEVELES, MARC S

67 KILLIP, DOUGLAS W

166 KITZMILLER, HOWARD L

126 KNOETTNER, HARRY

74 KNOTT, NEIL P ELEANOR ANN KNOTT

103 KOOIMAN, DIRK F

68 KORONA, EDWARD J CATHERINE D DORONA

87 KRENSKY, BENJAMIN D

72 KWIATKOWSKI, WESLEY P CAROL ANNE KWIATKOWSK I

195 LACEY, JOHN A JOHN CORBIN KELLY LACE Y

196 LACEY, JOHN A MARGARET DAY LACEY P07

197 LACEY, JOHN A CLEMENTINE C LACEY

LOS S

CODES CLAIMED DISALLOWED RE'000NI?FD

28,590 .61 0 .00 28,500 .6 1

16,272 .71 0 .00 10,272 .7 1

3,074 .95 0 .00 3,074 .9 5

22,380 .00 0 .0 0

4,520 .00 0 .00 4,520 .3 3

1,923 .00 0 .00 927 . 2 0

6, 960 .00 0 .00 Sou .

7,022 .61 0 .00 7,022 .6'.

478 .90 0 .00 478 .9 0

1,420 .70 0 .00 4«' .

1,139 .14 0 .00 1,'_39 .1 4

1,000 .00 0 .00 1,000 .0 0

1,245 .00 0 .00 1,245 .0 0

837 .50 0 .00 -837 .5 0

58,542 .92 0 .00 58,542 .9 2

641 .20 0 .00 641 .2 0

778 .08 0 .00 778 .0 8

1,667 .95 0 .00 1,667 .9 5

36,812 .77 0 .00 36,812 .7 7

6,050 .00 0 .00 6,050 .0 0

48,441 .99 0 .00 48,441 .9 9

1,560 .00 0 .00 1,560 .0 0

10,895 .40 0 .00 10,895 .4 0

3,529 .46 0 .00 3,529 .4 6

4,042 .95 0 .00 4,042 .95

2,835 .00 0 .00 2,835 .00

1,006 .95 0 .00 1,006 .95

6,779 .98 0 .00 6,779 .98

847 .28 0 .00 847 .2 8

2,082 .75 0 .00 2,082 .7 5

3,078 .10 0 .00 3,078 .1 0

6,477 .40 0 .00 6,477 .4 0

7,717 .45 0 .00 7,717 .4 5

Page: 4


PAYABLE CLAIM S

AS OF MAY 16, 200 6

CLAIM NAME ADDITIONAL NAME198 IACEY, JOHN A SPENCER J LACEY

199 LACEY, JOHN A

200 LACEY, JOHN A

1`557 0 .939CH, CHARLEO L

158 LAUBACH , CHARLES L FCC AS CUSTODIAN

141 LAZARUS, ADAM

13 LEE, KENNETH E N

47 LEE, MAN L CHOR KAM LE E

46 LEE, MAN LUN

71 L1NEY, GEORG E

174 LIPPER , ARI JOANNA LIPPER

34 LONG , WARREN E WARREN E LONG LIVING TRUS T

178 LOTZ, JOHN DOLORES CARVILLA LOT Z

153 LOWRY , WILLIAM E

232 LUDEWIG , ROBERT M MORGAN STANLEY DW INC CUS T

243 LUDEWIG , ROBERT M MARY O/FERRELL LUDWI G

231 LUDWIG, MARY K MORGAN STANLEY DW INC CUS T

36 LUTZ, JOSEPH A

27 MALESKI, JAMES A JAMES ALFRED MALESKI

10004 MALONEY , JOHN ELIZABETH MALONEY P0 1

140 MARCEAR , ALBERT L SUE A MARCEAR

246 MARSHO , NORMA J

91 MATTES , DAVID P RUTH MATTES

77 MC COY, JOHN R

117 MC DONALD, MARIE F MARIE F MC DONALD

122 MC FALL, MARK A P0 1

182 MCCARTNEY , WILLIAM H WILLIAM H MCCARTNE Y

223 MCCLUNG , PATRICIA BUCK T ROBERTS

242 MCCRAW , MICHAEL H MORGAN STANLEY DW INC CUS T

123 MELLING, MARK LEANNE MELLING P0 7

132 MELLON GLOBAL SECURITIES SVCS, SM1F1176002/TBC SMALL CAP VALU P1 0

82 MELVIN , JOHN T ELISABETH TUCKER MELVI N

161 MENKES , JOSEPH

LOSSCODES CLAIMED DISALLOWED RECOGLIZED

7, 711 .57 0 . 00 7, _-. , -

43,887 .58 0 .00 43,887 5 9

37,051 .69 0 .00 37,051 .69

1,206 .00 0 .00 _.

1,102 .00 0 .00 1,102 .0c ;

848 .95 0 .00 948 .9 5

1,434 .77 0 .00 ,1134 .

75 .00 0 .00 75 .0 0

1,289 .95 0 .00 1,289 .9 5

3,645 .00 0 .00 1, 5 .0 0

3,345 .00 0 .00 3,34` .0 0

824 .25 0 .00 824 .2 5

1,524 .20 0 .00 1,524 .20

20,552 .00 0 .00 20,552 .00

2,600 .00 0 .00 2,600 .00

3,604 .40 0 .00 3,604 .4 0

4,357 .00 0 .00 4,357 .00

250 .00 0 .00 250 .00

390 .95 0 .00 390 .9 5

37,938 .89 0 .00 37, 938 .8 9

819 .97 0 .00 819 .97

3,322 .50 0 .00 3,322 .5 0

1,912 .45 0 .00 1,912 .4 5

1,704 .95 0 .00 1,704 .9 5

920 .97 0 .00 920 .97

25 .00 0 .00 25 .0 0

60,703 .62 0 .00 60,703 .6 2

3,012 .00 0 .00 3,012 .0 0

2,394 .00 0 .00 2,394 .0 0

3,780 .00 0 .00 3,780 .0 0

47,369 .70 0 . 00 47,369 .7 0

3,293 .95 0 .00 3,293 .9 5

1,596 .45 0 .00 1,596 .4 5

Page: 5


PAYABLE CLAIMS

AS OF MAY 16, 2006

LOS SCLAIM NAME ADDITIONAL NAME CODES CLAIMED DISALLOWED RECOGNIZED;

209 MESNICK, JACK WACHOVIA SECURITIES CUST 1, 716 .00 0 .0 0 ,_ 0 . ;, I

18 METZ, PAUL A 3,999 .96 0,00 3,g 9 Q .9 6

216 MEYER, TERRY L P07 537 .70 0 . 0 0 S 1 70

.5 MTL,LTACCIO, MURIEL 362 .00 0 .00 36 '

229 MITCHELL, GEORGE G LINDA P MITCHELL 22, 071 .00 0 .00 2, 5)71 .'^ 0

228 MITCHELL, GREGORY G MORGAN STANLEY DW INC 1, 896 .00 0 .00 1, H51 :' .

8 MUSTARD, DAVID 6,825 .95 0 .00 6 ,

100)1 NAIMAN, DIANE 704 .00 0 .00 _701 .0 0

135 NOVAC, GEORGE P 1,514 .95 0 .00 1,514 .9 5

2 OGUNSANYP., SUSANNE Y 628 .00 3 .00 025 .0 0

10 OLSON, THOMAS E THOMAS EDWARD OLSON 1,824 .95 0 .00 1,824 .9 5

106 PAN, ZICHANG 250 .00 0 .00 "_'50 .0 0

10003 PANE, NORMA R 250 .00 0 .00 250 .00

95 PAPPAS, PETER 2,500 .21 0 .00 L, 500 .2 1

76 PARKES, WALTER T WALTER T PARKES 168,929 .87 0 .00 168,929 .8 7

180 PASI, ALFRED D 56,897 .01 0 .00 56 ,89 7 .O i

85 PEISCHL, ROBERT F WAVA ANN PEISCHL 8,057 .90 0 .00 8,057 .9 0

79 PENURIOUS INVESTMENT GROUP, PENURIOUS INVESTMENT GROUP 3,255 .00 0 .00 3,255 .00

203 PETERSON, J L C/O PHILIPPINE PIZZA INC 4,537 .75 0 .00 4, 53-7 .7 b

109 PIERCE, STEPHEN C LYNDA LEE WHITE 686 .35 0 .00 686 .3 5

10006 PILEGGI, VINCENT J 2,250 .00 0 .00 2,250 .0 0

42 PIPER, INA M 1,834 .42 0 .00 1,939 .92

41 PIPER, KENNETH B 866 .79 0 .00 866 .7 9

49 POWELL, MARY E MARY ELIZABETH POWELL 1,640 .00 0 .00 1,640 .00

43 PRYBYLA, STANLEY G 1,489 .95 0 .00 1,489 .95

211 QUINN, DENNIS M 2,692 .95 0 .00 2,692 .95

188 RAISMAN, ROBERT P07 1,323 .50 0 .00 1,323 .50

5 RAYMOND, ANTHONY N 811 .00 0 .00 811 .0 0

23 REICHARDT, WILFRIED E WILFRIED E REICHARDT 3,218 .01 0 .00 3,218 .0 1

61 RICHARDSON, STEPHEN G 2,118 .98 0 .00 2,118 .9 8

224 ROBERTS, BUCK T FIRST CLEARING AS CUSTODIAN 2,306 .00 0 .00 2,306 .0 0225 ROBERTS, BUCK T 5,012 .00 0 .00 5,012 .00

189 ROBINSON, LUTHER J SHIRLEY B ROBINSON 1,260 .00 0 .00 1,260 .00

Page: 6


PAYABLE CLAIM S

AS OF MAY 16, 200 6

CLAIM NAME ADDITIONAL NAME

22 ROBINSON, WESLEY S

53 ROSF.BERRY, ETHEL H

127 SAIKI, HERBERT G P0 7

78 --Al,;,, FREDDA M LAWRENCE B SALA

54 SALVIN, ROBERT P0 7

169 SEIDNER, SCOTT J P0 7

215 SEVERSKY, BENJAMIN M

2 18 SHELDON , PETER L

148 SIEGAL, DAVID A

)50 SINGLETARY, DELOIS E

40 SMITH , ALTON F DARLENE J SMITH

31 SNODGRASS , MARVIN G MARVIN GENE SNODGRASS

208 SORRENTINO , ANTHONY M

66 SPENGLER , BERNAR D

202 STEELE, GARY W

219 STEVENS , MICHAEL W BONNIE MARIE STEVENS P0 7

60 STOYANOFF , PETER J

10026 SUSQUEHANNA CAPITAL GROUP ,

10022 SUSQUEHANNA INVESTMENT GROUP ,

10023 SUSQUEHANNA INVESTMENT GROUP ,

124 TAN, ALLEN L

10005 TAUSSIG , EDWARD J MARIE ANN TAUSSI G

177 TELESINO, ANTHONY J

190 TEMPLETON, RICHARD B

52 TESSENDORF , IRL W PEGGY JOYCE TESSENDOR F

56 THOMPSON , KENNETH L

107 TITKO , ROBERT E

4 TOOHEY, DOROTHEA J

10007 TOTH, WILLIAM A WILLIAM ANDREW TOTH

14 TOZIER , CHARLES R.

217 TRABILCY , DOUGLAS IRIS TRABILC Y

160 TRANSCONTINENTAL ASSOC INC ,

51 TROTTIER , WILLIAM A

LOSSCODES CLAIMED DISALLOWED RECOGNIZE D

219,532 .80 0 .00 1.15,532 .9 0

7,334 .95 0 .00 s?" . '

3, 548 .75 0 .00 3, 548 .',

6,719 .95 0 .00 0,7 9 9

12,222 .18 0 .00 12,222 1£ ?

1 .,734 .48 0 .00 ''34 .4 8

500 .00 0 .00 `50C C =

17,545 .50 0 .00 1 7 , 545 .1 0

142,466 .87 0 .00 '42,466 .8 7

6,361 .00 0 .00 6,36_ .0 0

2,074 .00 0 .00 2,0-74 0 0

819 .15 0 .00 819 .1 5

6,226 .00 0 .00 6,226 .00

442 .95 0 .00 442 .95

4,422 .90 0 .00 4,422 .9 0

4,906 .90 0 .00 4,906 .90

1,542 .94 0 .00 1,542 .94

883 .68 0 .00 883 .6 8

329 .10 0 .00 329 .1 0

23,943 .09 0 .00 23,943 .09

13,003 .00 0 .00 13,003 .00

1,680 .00 0 . 00 1,680 .00

3,565 .00 0 .00 3,565 .00

3,240 .00 0 .00 3,240 .00

853 .03 0 .00 853 .0 3

1,644 .95 0 .00 1,644 .9 5

298 .00 0 .00 298 .0 0

360 .95 0 .00 360 .9 5

50 .00 0 .00 50 .0 0

1,669 .95 0 .00 1,669 .9 5

26,991 .90 0 . 00 26,991 .9 0

500 .00 0 .00 500 .0 0

1,335 .70 0 .00 1,335 .7 0

Page :


PAYABLE CLAIM S

AS OF MAY 16, 2006

LOSSCLAIM NAME ADDITIONAL NAME CODES CLAIMED DISALLOWED RECOGNIZED

119 VAN WYCK, SAMUEL M HARRIET N VAN WYCK 1,694 .95 0 .00 _,E9q .9 5

201 VANN, WILLIAM 0 20, 829 .81 0 .00 '0, 929 . 8 1

247 VEDITTI, FRANK 7,410,00 0 .00 7,410 .0 0

7 VENDITTI, MARK 4, 426 .00 0 . 0 :) %;,4_'0 ,,. ~

248 VENDITTT III, FRANK C 16,690,00 0 .00 16,690,00

238 VENDITTI JR, FRANK 6,952 .00 0 .00 6,952 .0 0

13() WALSCH, MICHAEL K MORGAN STANLEY OW INC 1, 888 .00 0 .00 1, 888 C C

84 WARE, JEFFREY M CULLEN BLAKE WARE 867 .45 0 .00 867 . ; 5

44 WAX, MORTON I MORTON I WAX TTEE 7,843 .05 0 .00 7, S .1 .0 5

97 WEIGEL, BERNARD R 262 .50 0 . cc 0 2

10014 WEISS, PAUL E 7,228 .80 0 .00 228 .8 2

17 WHITE, J. RONALD J . RONALD WHITE 6,499 .33 0 .00 6,1199 .3 3

9 WHITE, ROBERT A P07 13,330.59 0 .00 13,330 .5 9

165 WHITE, THOMAS R 3,199 .95 0 .00 3,199 .95

89 WILKERSON, RICHARD D SHARON I WILKERSON 1,434 .00 0 .00 1, 434 .00

88 WILKERSON, SHARON 1 2,062 .00 0 .00 2,062 .0 0

244 WILLIAMS, DAVID R PATRICIA A WILLIAMS 3,758 .40 0 .00 3,758 .4 0

151 WISE, DAN G 480 .85 0 .00 480 .8 5

239 ZAMAN, ANEELA Q 1,554 .00 0 .00 1,554 .00

240 ZAMAN, IMRAN Q 1,295 .00 0 .00 1,295 .00

235 ZAMAN, QAMAR DR KAMRAN ZAMAN 1,482 .00 0 .00 1,482 .0 0

236 ZAMAN, QAMAR DR ALI ZAMAN 1,554 .00 0 .00 1,554 .0 0

241 ZOLEANAS, JOSEPH W MORGAN STANLEY DW INC CUST 2,016 .00 0 .00 2,016 .0 0

Total : 254 2,276,315 .43 0 .00 2,276,315 .4 3

Page: 8

N RE FAQ, INC. SECURITIES LITIGATION

KEY FOR NON-PAYABLE CLAIMS

CODE REASON

DB > Claimant filed a blank Proof of Claim form.

DC > Claimant did not provide supporting documentation to prove the claimed purchases of FAO, Inc . common stock during the Class Period fromAugust 27, 2003 through an d including November 7, 2003 .

E01 > Claimant did not purchase FAO, Inc . common stock during the Class Period .

E03 > Claimant filed a duplicate Proof of Claim and Release .

E07 > Claimant purchased common stock between August 27, 2003 and November 6, 2003 and sold the shares between the same period . Under thePlan of Allocation, the Recognized Loss is zero for these transactions .

E09 > Claimant purchased and sold shares on November 7, 2003 . Under the Plan of Allocation, the Recognized Loss is zero for these transactions .


NON-PAYABLE CLAIMS

AS OF MAY 16, 2006

LOS S

CLAIM NAME ADDITIONAL NAME CODES CLAIMED DISALLOWED RECOGNIZE D

192 BOORD, CAROI,YN S E07 0 .00 0 .00 .~ .~ .

233 BURNS, DENISE E TREVOR D BURNS E03 0 .00 0 .00 (! .0 0

10016 DI ~.;GS, RONALD E CYNTHIA W DIGGS 607 0 .00 0 . GO o .0 0

10012 FD.M ::ND_, DAVID H E03 0 .00 0 .OC 3 .03 3

25 EGBERT, WILLIAM F E07 0 .00 0 .00 0 .0 0

10015 OENSRIC TRADING OF PHILA,E07E09 0 .00 0 .00 3 . ,D

?6 ;F.Y;ENcBAUM, ROBERT 0 DC 9, 320 .00 9, 320 . O0 ~' •

38 GROSSMAN, JON E07 0 .00 0,00 0 .0 0

187 HEART GROUP ABINGTON PEN PLN, ROBERT A WATSON III & DAVID ES E03 0 .00 0 .00 0 .00

33 JAEGER, GEORGE W E0_' 0 .00 G . 00 0 . 0 0

19 KAREEM, AHMED DB 0 .00 0 .00 0 .00

116 LEIK, ARVO E07 0 .00 0 .00 0 .00

70 LUTER, BRYAN E E07 0 .00 0 .00 0 .

100 MACDUFF, THOMAS F SHARON K MACDUFF E07 0 .00 0 .00 0 .00

101 MACDUFF, THOMAS F E07 0 .00 0 .00 0 .00

150 MARCO, AVI E01 0 .00 0 .00 0 .00

10009 OF ABINGTON PENSION PLAN, HEART GROUP E03 0 .00 0 .00 0 .00

146 OKUN, MILTON T ROSEMARY OKUN E01 0 .00 0 .00 0 .0 0

10010 PASI, ALL'RED D E03 0 .00 0 .00 0 .00

10013 PENNISI, ;GERALD E07 0 .00 0 .00 0 .00

10008 SHERWOODII DONALD N E07 0 .00 0 .00 0 .00

10024 SUSQHEHANNA INVESTMENT GROUP, E07 0 .00 0 .00 0 .00

10001 SUSQUEHANNA CAPITAL GROUP, E07 0 .00 0 .00 0 .00

10025 SUSQUEHANNA CAPITAL GROUP, 607 0 .00 0 .00 0 .0 0

10002 SUSQUEHANNA INVESTMENT GROUP, E07 0 .00 0 .00 0 .00

10021 SUSQUEHANNA INVESTMENT GROUP, E07 0 .00 0 .00 0 .0 0

168 UBS SECURITIES LLC, E01 0 .00 0 .00 0 .0 0

Total : 27 9,320 .00 9,320 .00 0 .00

Page: 1

EXHIBITC

HEFFLER , RADETICH & SAITTA L.L.P.CERTIFIED PUBLIC ACCOUNTANT S

303 BIRCHFIELD DRIVEMOUNT LAUREL, NJ 08054-4005

856.727 .3322856 .273 .3738 • FAX

1515 MARKET STREETSUITE 1700

PHILADELPHIA, PA 19102.1964215-665-8870

215 .665.0613 - FAXwww.heffler.com

March 10, 2006

Gary Cantor, Esquir eBERGER & MONTAGUE, P .C .1622 Locust StreetPhiladelphia , PA 19103

Re

Kenneth J . Vianale, EsquireVIANALE & VIANALE LLPThe Plaza Suite 80 15355 Town Center RoadBoca Raton, FL 33486

FAO, Inc . Securities Litigation

920 GERMANTOWN PIKESUITE 10 2

PLYMOUTH MEETING, PA 19462484.322.0981

484.322.0934 - FA X

For services rendered and expenses incurred through October 1, 2005 through March 10, 2006("This Period"), in connection to the Notice and Claim Form, as follows :

1 . Conferences with Plaintiffs' Counsel ;

2. Daily pick-up of mail at P .O . Box 58940 ;

3 . Sorted the mail received through the P .O. Box and via fax or e-mail as follows :

This CumulativePeriod Total

a. Timely- Filed Claims 0 254b. Late-Filed Claims 8 26c . Additional Information 1 2

d. Requests for Exclusion - Timely 0 1e . Requests for Exclusion - Late 0 0

f. Objections to the Settlement 0 0g . Correspondence from Brokerage Firms 0 72h . Change of Address Notifications 1 2i . General Correspondence 10 20j. Requests for Claim Forms - Individuals 0 2k. Undeliverable Notices 0 2251 . Responses to Def / Rej Letters 68 68

TOTALS : H8 672

4 . Opened, numbered and filed all correspondence received ...

HEFFLER , RADETICH & SAITTA L .L.P.

Gary Cantor . EsquireKenneth .1 . Vianale, Esquire -2- March 10, 2006

5 . Responded to telephone inquiries and written correspondence concerning status and generalinformation :

6. Performed data entry procedures to update the computer database with the names, addresses,tax identification numbers and all claimed purchase and sale transactions for eight Proof ofClaim forms (cumulative total : 280 claims entered) ;

7 . Proofread eight Proof of Claim forms to a computer printout to verify that all data was keyedinto the database properly (cumulative total : 280 claims proofread) ;

8 . Reviewed eight Proof of Claim forms to verify that all necessary information anddocumentation was provided . Each claim was also earmarked for any applicable deficiencycodings (cumulative total : 280 claims reviewed) ;

9. Completed the review of the calculations for the claims that represent the top RecognizedLosses ;

10. Performed quality control procedures and reviewed various reports in preparation for mailingfirst deficiency/rejection letters ;

printed, inserted into envelopes and mailed first deficiency/rejection letters to11 . Programmed .124 claimants on December 8, 2005, advising them of their deficiency or rejection andallowing them 20 days to cure their deficiency or to contest the pending rejection ;

12 . Processed all correspondence received in response to the first letters ;

13 . Responded to all telephone calls and e-mails in response to the first letters ;

14 . Responded to all telephone calls and e-mails in response to the first letters ;

15 . Performed quality control procedures and reviewed various reports in preparation for mailing

second deficiency/rejection letters ;

16. Programmed, printed, inserted into envelopes and mailed second deficiency/rejection lettersto 38 claimants on January 6, 2006, advising them of their deficiency and pending rejectionand allowing them 20 days to cure their deficiency or to contest the pending rejection ;

17 . Processed all correspondence received in response to the second letters ;

18 . Responded to all telephone calls and e-mails in response to the second letters ;

19. Reviewed the calculations, deficiency/rejection determinations and data input for all claimsby designing and reviewing detailed "clean runs" applied on the claim information ortransactions and data entered ;


C far%- Cantor, EsquireKenneth J . Vianale, I~squire -3- March 10, 2006

20. Programmed, printed, inserted into envelopes and mailed letters to all claimants with aRecognized Loss on February 6, 2006, advising them of their calculated Recognized Loss andallowing them time to contest the calculation of their claim ;

21 . Process all responses to the loss letters and provide an explanation as to how the RecognizedLoss was calculated :

22. Responded to telephone calls and e-mails in response to the loss letters ;

23 . Created and reviewed various final "clean run" reports to ensure the accuracy of theinformation in the database as follows :

Claim numbers assignedClaims with a zero loss and no deficiency or rejection assignedClaims marked valid with a zero los sClaims with Partial Rejections with a zero los sClaims with Entire Rejections with a loss greater than zeroDuplicate claim cross-referencing errorsClaims with no transaction s

Claims with sale transactions but no purchase transactionsClaims where shares multiplied by the price per share does not equal the

total price of the shares purchased or sold within an acceptable varianceClaims missing critical transactional information such as a date of purchase or

saleClaims with transactional dates outside of the Class Period, or per share prices

that do not agree with daily historical price listing sOther miscellaneous printouts as necessary ;

24 . Reviewed all deficient Proof of Claim forms to determine the disallowed and allowed portionof their claims ;

25 . Prepared and submitted a report to Counsel outlining the results of our administration and thestatus of each claim received .

For services to be rendered and estimated costs to be incurred from March 11, 2006 through onedistribution and post-distribution, as follows :

1 . Conferences with Counsel ;

2 . Continued processing of mail received and updating the database file until distribution ;

HEFFLER , RADETICH & SAITTA L.L .P.

( nary Cantor, Esquir eKenneth ,l . Vianale . 1.squire -4- March 10, 2006

3 . Set up a distribution checking account with a bank in Philadelphia to receive the distributivefunds for eligible claimants, including an investment option for daily investment of theoutstanding funds until the account is closed or reduced to a minimum balance, with anyearnings accruing on or after the date of the claimants' distribution to Heffler, Radetich &Saitta L .1 . .P . to offset the bank charges relating to the distribution account, positive payprocessing, account reconcilement, stop payments, reissues, monthly maintenance, etc . andother distribution and post-distribution assessed fees and costs ;

4 . Update Settlement Fund Analysis for distribution calculation ;

5 . Calculate claimants' distribution ratio ;

6. Calculate each claimant's pro-rata shares of the Net Settlement Fund based on thedistribution ratio ;

7 . Print and mail checks for claimants who are to receive a distribution from the Net SettlementFund ;

8 . Prepare check register ;

9 . Upon request of Counsel, prepare a computer printout showing the amount of cash distributedto each approved claimant ;

10. Answer all correspondence, telephone calls and process changes of addresses receivedrelating to the distribution for a period of 12 months following distribution ;

11 . Prepare checking account reconciliations for a period of 12 months following distribution ;

12. Attempt to locate current addresses of claimants whose checks are returned as undeliverableby reviewing claim forms filed, telephoning claimants , and/or by sending to a creditinformation company or a national change of address information company ;

13 . Prepare 2005 and 2006 tax returns and estimated taxes, if any .

Gary Cantor, EsquireKenneth J . Vianale , Esquire

FEES :A . Incurred this period :

Partners

Managers /Computer ProgrammersAccounting SupervisorSenior AccountantsAssociate AccountantsClerical SupervisorsClerical / Data Entry

-5- March 10, 2006INVOICE

1 .25 Hours @ $200 .00 $ 250.00

11 .75 Hours @ ($ 100.00 -$ 150 .00 ) 1,548.751 .25 Hours @ $90.00 112.50

23 .25 Hours @ ($60 .00 -$85 .00) 1,510 .0040 .00 Hours @ ($45 .00 - $60 .00) 2,100 .00

1 .50 Hours @ $50.00 75.009 .25 Hours @ ($20 .00 - $ 45 .00 ) 371 .25

$5,967 .50B . Estimate of Fees to complete one

distribution and post-distribution and tax preparation fees : 2,800.00

TOTAL FEES $8,767.50

II . COSTS :A . Incurred this period :

Postage $ 69.09Photocopies /Printing 5.00Telephone 29.16Supplies 18.7 8P .O. Box Rental 105 .00 $227.03

B . Estimate of Out-of-Pocket Costs to b eincurred in one distribution and post-distribution :Postage - Checks $ 100.00

Cost of checks, envelopes , tax and shipping 135 .00

Cost of printouts and binders fo rCourt Reports and Check Registers 100 .00

P.O . Box Rental (2 semi-annual) 210.00

Miscellaneous post-distribution costssuch as telephone expense, postage,off-site storage, copying, stationery,supplies, costs of locating update daddresses on undeliverable checks, etc . 500 .00 1,045 .00

TOTAL COSTS 1,272 .03

TOTAL FEES AND COSTS: $ 10,039 .53

Less: Adjustment for S . K. Advertising September payment ( 1,717.95)

NET AMOUNT DUE: 321.58

EXHIBITD


FAO Securities Litigation Settlement Fund

Settlement Fund Analysi sAs of Estimated through February 28, 200 6

Settlement01 /26/05 $ 1,750,000 .00

Income

Royal Bank MM Interest

Expenses

Bank Charges

Publication

Printing of Notice s

Class Counsel Fees & Costs

Broker Cost sAdministrator Fees & Costs

$ 1,750,000 .00

$ 32,626 .10

$ 5.981,717 .957,440.1 5

629,081 .302,517 .27

24,793 .40

32,626 .1 0

665,556.05

Net Settlement Fund as of January 31, 200 6

Estimated Incom eRoyal Bank MM Interest (02/01/06-02/28/06 )

Expenses to be Paid

Administrator Fees & Costs

1,117,070 .05 A

$ 2,392 .04

$ 8,321 .58

2,392 .04

(8,321 .58)

$ 1,111,140 .51Estimated Net Settlement Fund as of February 28, 200 6

Bank Reconciliation as of January 31, 2006

Royal Checking - 9884 $ 63,525 .25

Royal MM - 9881 1,053,544.80

Total $ 1,117,070.05 A


IN RE: FAO, INC. SECURITIESLITIGATION

: Master File No . 03-CV-06596-MMB

MOTION FOR AN ORDER APPROVING DISTRIBUTION OF SETTLEMENTFUNDS TO VALID CLAIMANTS, ALLOWING LATE-FILED CLAIMS,DISALLOWING REJECTED CLAIMS, AND ALLOWING PAYMEN T

OF FINAL SETTLEMENT ADMINISTRATION COST S

Plaintiffs, by their Counsel, hereby move this Court for the entry of the accompanying Orde r

(the "Distribution Order"). Entry of the proposed Distribution Order will :

(1) approve the procedures used and actions taken by Heffler, Radetich & Saitta L .L.P .

("Heffler firm" or the "Claims Administrator"), and Plaintiffs' Counsel for the administration of th e

Settlement as described herein and in the Final Report of Heffler, Radetich & Saitta L .L.P. (the

"Heffler Report"), attached as Exhibit "A" ;

(2) approve the totally or partially valid claims listed in Claimants Listing, Exhibit "B" ,

to this motion ;

(3) approve the totally or partially valid, but late filed claims , described in Exhibit "B",

as if they had been filed on or before the original deadline of June 10, 2005 ;

(4) approve the rejection of those claims identified in Exhibit "B" as entirely rejected o r

totally deficient and the partially rejected and partially deficient portions of the partially valid claims ;

(5) approve payment of incurred and anticipated future fees and costs for administratio n

of the Settlement of $8,321 .58;

(6) direct distribution of the balance of the Net Settlement Fund to the Authorize d

Claimants listed in the Claimants Listing, Exhibit "B" ;

(7) direct that the checks for distribution to the Authorized Claimants shall bear th e

notation "Non-Negotiable After 180 Days," and no check shall be negotiated in the Net Settlemen t

Fund more than 200 days after the date of the check ;

(8) allow destruction of claim forms filed along with all related correspondence one yea r

after the initial distribution of the Net Settlement Fund to the Authorized Claimants while retaining

the Claimants Listing and the computer database (compiled from the claim forms and relate d

correspondence) and programs for three (3) years after the initial distribution to the Authorized

Claimants .

In support of this Motion, Plaintiffs' Counsel state as follows :

A. INTRODUCTION

1 . On May 16, 2005, a hearing was held before this Court on Plaintiffs' Motion for

Approval of Settlement of Class Action Litigation (the "Settlement") in this case and for approva l

of the Joint Petition of Plaintiffs' Counsel for an Award of Attorneys' Fees and Reimbursement o f

Litigation Costs and Expenses (the "Fee Petition") and approval of the Plan of Allocation for th e

Settlement proceeds. Notice of the Settlement, Fee Petition, and the hearing thereon had been sen t

previously to the members of the Class, along with a Proof of Claim form to be completed b y

members of the Class seeking to share in the Net Settlement Fund.

2 . On May 16, 2005, this Court issued an Order and Final Judgment, approving the

Sett lement as fair and reasonable and dismissing the action with prejudice . Additionally, on May

2

16, 2005, the Court authorized implementation of the Settlement terms which included that a claim s

administrator process the claims and be paid for such administrative costs .

The Court's Order also retained jurisdiction for purposes of determining any matters

relating to the administration of this Settlement .

4. Plaintiffs' Counsel hired the Heffler firm to complete notification to the Class and t o

process the Proof of Claim forms submitted by the members . The Heffler firm has more than 3 0

years of experience in administering class action settlements, including securities cases .

5 . The Stipulation and Agreement of Settlement approved by the Court on January 10 ,

2005 contains a plan of distribution . The amount of cash available for distribution as of January 31 ,

2006 was $1,117,070 .05 and will remain in an interest-bearing account until the date of distribution .

Exhibit "D", the Settlement Fund Analysis, details the accounting for the Settlement Fund .

6. Plaintiffs' Counsel now seek Court approval of the distribution of the Net Settlement

Fund .

B. SUMMARY OF THE CLAIMANTS LISTIN G

1 . As of March 9, 2006, 281 Proof of Claim forms have been received and processe d

in accordance with the terms of the Stipulation and Agreement of Settlement. A report prepared by

the Heffler firm dated May 16, 2006 summarizing the disposition of all claims is attached as Exhibi t

"A" (the "Heffler Report") .

2 . Exhibit "B" is the detailed Claimants Listing showing each claim received, includin g

the claim number, name of the claimant, whether each claim was approved in whole or in part and

if applicable, a coded comment denoting the reason a claim was rejected in whole or in part .

3

3 . Of the 281 claims received to date, 254 claims have been adjudged as payable i n

whole or in part. As indicated in Exhibits "A" and "B", the Total Recognized Claim Amount of

these payable claims is $2,276,315 .43 .

4. The Heffler Report, Exhibit "A", also references 27 non-payable claims . The identity

of these claimants and the reason the Heffler firm has rejected these claims is set out in th e

Claimants Listing, Exhibit "B" . As indicated in Exhibits "A" and "B", of the 27 non-payable claims ,

2 claims were disallowed because Claimants failed to provide transactional information and/o r

documentation of any claimed transactions . The balance of the 27 non-payable claims was entirel y

rejected for one or more of the following reasons : (a) not purchasing class securities during the Clas s

Period; (b) filing a duplicate claim ; and (c) purchasing and selling class securities during the perio d

of August 27, 2003 and November 6, 2003, an d purchasing and selling class securities on November

7, 2003, which under the Plan of Allocation, have a Recognized Loss of zero . The reason that each

non-payable claim was rejected is set out in Exhibit "B" .

5 . Each claimant who filed a deficient claim was sent a deficiency letter allowing 2 0

days to cure each deficiency . Subsequent to the expiration of that 20-day period, each remaining

deficient claimant was sent a final letter allowing an additional 20 days to cure the deficiency or t o

contest the pending recommendation of entire rejection of his, her or its claim . Each claimant whose

claim was recommended for rejection, either in whole or in part, was sent a letter advising th e

claimant of the reason for the partial or entire rejection of their claim and allowing a 20-day perio d

to respond if the claimant believed the rejection was incorrect, the claimant wished to correct th e

claim or the claimant wished to contest the pending rejection .

4

6. As a result of these procedures to allow claimants to "cure" any defective clai m

submissions, there remain no claimants who presently contest the rejection of their claim .

C. REQUEST FOR APPROVAL OF PAYMENT OFCLAIMS, INCLUDING LATE CLAIMS

1 . Of the Proof of Claim forms received , 254 claims were postmarked on or before June

10, 2005, the original deadline for filing claims . An additional 27 claims were postmarked after Jun e

10, 2005 . These late claims were assigned claim numbers 10,001-10,027. As indicated in Exhibi t

"A", the Total Recognized Claim Amount submitted by valid, but late , claimants is $91,725 .21 .

2 . It would be fair, reasonable and in the interest of justice to allow the valid, but late ,

claims to share in the Net Settlement Fund . These claimants may have received their claim form s

later than the deadline since the brokerage houses holding the names were at times slow to mail the

claim form to their clients or slow to timely provide these names to the Claims Administrator .

Plaintiffs' Counsel request that these late Claimants be included in the distribution of the Net

Settlement Fund .

3 . Therefore, Plaintiffs' Counsel request that each approved claim listed on Exhibit "B" ,

including the late claims, be approved for payment by the Court, while each claim which has been

rejected in whole or in part should be rejected .

D. RJ OUEST FOR APPROVAL OF FINAL ADMINISTRATION PAYMEN T

1 . The fees and costs for the Heffler firm for the administration and post-administratio n

of this Settlement are $8,321 .58 . This amount includes anticipated future fees and costs in

connection with distribution of the Net Settlement Fund and post-distribution activities, includin g

calculating each claimant 's pro rata share of the Net Settlement Fund, handling correspondence and

5

telephone calls, P .O. Box rental for 12 months, printing and mailing checks, follow-up procedure s

including locating the current addresses of the Authorized Claimants whose checks are returned

undeliverable. See invoice dated March 10, 2006 attached as Exhibit "C" .

E. REQUEST FOR DISPOSITION OF CLAIMS ADMINISTRATOR'S RECORD S

1 . Plaintiffs' Counsel also request that the Distribution Order provide that one year afte r

the initial distribution of the Net Settlement Fund to the Authorized Claimants, the Claims

Administrator may destroy all claim forms and related correspondence . The Claims Administrato r

would, however, retain all other administrative records, including its copy of the Claimants Listing

and its computer database used to create the Claimants Listing, for a period of three (3) years afte r

the initial distribution of the Net Settlement Fund to the Authorized Claimants .

WHEREFORE , Plaintiffs' Counsel respectfully request that the Court enter the propose d

Distribution Order .

DATED: June 2, 2006 BERGER & MONTAGUE, P.C.

By: /s/ Gary E . Cantor GEC3350Sherrie R . Savett (Pa. I .D. 17646)Gary E. Cantor (Pa . I .D. 25380)1622 Locust StreetPhiladelphia, PA 19103Tel: (215) 875-3000Fax: (215) 875-463 6

6

Kenneth J . VianaleJulie Prag VianaleVIANALE & VIANALE, LLP2499 Glades RoadSuite 11 2Boca Raton, FL 33431

Tel: (561) 392-4750

Lead Counsel for Plaintiffs

405289

7



CERTIFICATE OF SERVIC E

I, Gary E . Cantor, hereby certify that on this 2nd day of June, 2006, I caused a

copy of Plaintiffs ' Motion For An Order Approving Distribution Of Settlement Fund To Valid

Claimants, Allowing Late-Filed Claims , Disallowing Rejected Claims And Allowing Payment of

Final Settlement Administration Costs, via first-class mail, postage prepaid, upon the following

defense counsel :

Mark J . Sonnenfeld , EsquireKaren Pieslak Pohlman, EsquireMorgan , Lewis & Bockius LLP1701 Market StreetPhiladelphia, PA 19103-2921

(;~~ q (,- - C,,,toy-Gary E. Cantor

405289

8



[Proposed ] ORDER APPROVING DISTRIBUTION OF SETTLEMENTFUNDS TO VALID CLAIMANTS, ALLOWING LATE-FILE D

CLAIMS, DISALLOWING REJECTED CLAIMS, AND ALLOWINGPAYMENT OF FINAL SETTLEMENT ADMINISTRATION COST S

AND NOW, this day of , 2006, upon consideration of i) Plaintiffs '

Motion for an Order Approving Distribution of Settlement Funds to Valid Claimants, Allowing Late-

Filed Claims, Disallowing Rejected Claims, and Allowing Payment of Final Settlement

Administration Costs (the "Distribution Motion") ; and ii) the Stipulation and Agreement o f

Settlement dated January 10, 2005 ("the Stipulation") approved by the Court in its Order and Final

Judgment dated May 16, 2005, it is hereby ORDERED as follows :

1 . The procedures used and actions taken by Heffler, Radetich & Saitta L .L.P . (the "Heffler

firm"), the Claims Administrator, and Plaintiffs' Counsel for the administration ofthe Settlement ar e

hereby adjudged to have been proper and complete, and the Court hereby approves the administrativ e

determinations of the Heffler firm in accepting and rejecting claims filed in this matter.

2. The Court hereby approves the valid, documented claims listed in the Claimants Listing,

attached as Exhibit "B" to the Distribution Motion . These claims include totally valid claims, as wel l

as the valid portions of partially valid claims, of both timely filed and late filed claims (the

"Authorized Claimants")

3 . The Court hereby affirms the Heffler firm's rejection of the non -payable rejected claim s

set forth in the Claimants Listing, Exhibit "B", as entirely rejected or totally deficient and th e

partially rejected portions of partially valid claims .

4. The Court also approves payment from the Settlement Fund of the remaining and future

costs of claims administration, including costs to be incurred for distribution and post-distributio n

services by the Heffler firm . The total of these costs is $8,321 .58, attached as Exhibit "C" .

5 . Plaintiffs' Counsel and the Heffler firm are directed to distribute the balance of the

Settlement Fund to the Authorized Claimants delineated on the Claimants Listing, in accordanc e

with the Plan of Allocation as approved by the Court in its May 16, 2005 Order . Each Authorized

Claimant shall receive his/her/its proportionate share of the cash of the Settlement Fund calculate d

by the Heftier firm and based on his, her or its Recognized Loss compared to the Total Recognize d

claims of all accepted claimants .

6. The Court directs that the checks for distribution to the Authorized Claimants shall bea r

the notation "Non-Negotiable After 180 Days," and that no check shall be negotiated in the

Settlement Fund more than 200 days after the date of the check .

7. The Court also finds that, 365 days after the initial distribution of the Net Settlemen t

Fund to the Authorized Claimants, it will be appropriate for the Heffler firm to destroy all clai m

forms and related correspondence . The Heffler firm shall, however, retain all other administrative

records, including a copy of the Claimants Listing and the computer database used to create th e

Claimants Listing, for a period of three (3) years after the initial distribution of the Net Settlement

Fund to the Authorized Claimants .

2

8. The Heffler firm, Plaintiffs, Plaintiffs' Counsel and all other persons involved in th e

review, verification, calculation, tabulation, or any other aspect of the processing of the Proof of

Claim forms are released and discharged from any and all claims arising out of such involvement

(the "Released Persons"), and all Class members, whether or not they are to receive payment from

the Settlement Fund, are barred from making any further claims against the Settlement Fund or th e

Released Persons beyond the amount allocated to them by the Heffler Firm pursuant to this Order .

DATED: , 2006

United States District Judg e

405347

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