SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
AMENDMENT NO. 12
TO
SCHEDULE 14D-9
(WITH RESPECT TO THE TENDER OFFER BY
IMPERIAL CHEMICAL INDUSTRIES PLC )
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
______________________
GROW GROUP, INC.
(Name of Subject Company)
GROW GROUP, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
399820 10 9
(CUSIP Number of Class of Securities)
Lloyd Frank, Esq.
Secretary
Grow Group, Inc.
200 Park Avenue
New York, N.Y. 10166
(212) 599-4400
(Name, address and telephone number of person authorized to
receive notice and communication on behalf of the person(s) filing
statement).
With a Copy to:
Daniel E. Stoller, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, N.Y. 10022
(212) 735-3000
This Amendment supplements and amends as Amendment No. 12
the Solicitation/Recommendation Statement on Schedule 14D-9,
originally filed on May 4, 1995 (the "ICI Schedule 14D-9"), by
Grow Group, Inc., a New York corporation (the "Company"),
relating to the tender offer by GDEN Corporation, a New York
corporation (the "Purchaser") and an indirect wholly owned
subsidiary of Imperial Chemical Industries PLC, a corporation
organized under the laws of England ("Parent"), initially
disclosed in a Tender Offer Statement on Schedule 14D-1, dated
May 4, 1995, to purchase all outstanding shares of common stock,
par value $0.10 per share (the "Common Stock" or the "Shares"),
of the Company, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated May 4, 1995, as amended by
the Supplement thereto filed on May 22, 1995 (the "Supplement"),
and the revised Letter of Transmittal. Capitalized terms used
and not otherwise defined herein shall have the meanings set
forth in the ICI Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
CERTAIN LITIGATION.
On May 30, 1995, plaintiffs filed a First Amended Class
Action Complaint (the "Amended Hammond Complaint") in the Hammond
Action. The Amended Hammond Complaint supplements the original
complaint with allegations that Defendants violated Section 10(b)
of the Exchange Act and Rule 10b-5 promulgated thereunder for
issuing a press release dated January 26, 1995 which allegedly
was materially false and misleading for failing to disclose all
material facts relating to discussions between the Company and
Parent and seeks to expand the class period to include persons
who sold Shares between January 26, 1995 and May 4, 1995.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No.
38 First Amended Class Action Complaint entitled Kim
J. Hammond v. Grow Group, Inc. et al., filed in
the United States District Court for the Southern
District of New York.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: May 31, 1995 GROW GROUP, INC.
By /s/ Lloyd Frank
Title: Secretary
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
38 First Amended Class Action Complaint entitled Kim
J. Hammond v. Grow Group, Inc. et al., filed in
the United States District Court for the Southern
District of New York.
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
- - - - - - - - - - - - - - - - - x
KIM J. HAMMOND and JEFFREY DELL, : Index No.
95 Civ. 3363 (LAP)
Plaintiffs, :
FIRST AMENDED
-against- : CLASS ACTION
COMPLAINT
GROW GROUP, INC., JOHN F. GLEASON :
RUSSELL BANKS and JOSEPH M.QUINN,
: JURY DEMAND
Defendants.
:
- - - - - - - - - - - - - - - - - x
Plaintiffs, for their amended complaint against
defendants, allege as follows upon information and belief
based upon their counsel's review and investigation of
news reports, and public filings, including but not
limited to the Schedule 14D-9 filed by Grow Group, Inc.,
dated May 4, 1995, and the Offer to Purchase dated May 4,
1995 filed by Imperial Chemical Industries PLC, except as
to those allegations pertaining to themselves which are
based upon plaintiffs' personal knowledge:
JURISDICTION AND VENUE
1. This court has jurisdiction over the
subject matter of this action under Section 27 of the
Securities Exchange Act of 1934 (the "Exchange Act"), 15
U.S.C. SECTION78aa, 28 U.S.C. SECTION1331. The claims alleged
herein arise under Sections 10(b) and 20(a) of the Exchange Act,
15 U.S.C. SECTIONSECTION78g(b) and 78t(a) and Rule 10b-5 promulgated
thereunder by the Securities and Exchange Commission
("SEC"), 17 C.F.R. SECTION240.10b-5.
2. Venue is proper in this District under
Section 27 of the Exchange Act and 28 U.S.C. SECTION1391(b).
The acts giving rise to the violations of law complained
of herein occurred, at least in part, in this District.
In addition, defendant Grow Group, Inc. ("Grow" or the
"Company") is a corporation organized under the laws of
the state of New York and maintains offices and conducts
its business in this District; its financial and legal
advisors also maintain offices and conduct business in
the District.
3. In connection with the acts, conduct and
other wrongs complained of herein, defendants, directly
and indirectly, used the means and instrumentalities of
interstate commerce and the United States mails, and the
facilities of the national securities markets.
THE PARTIES
4. Plaintiff Kim J. Hammond sold 10,300 shares
of Grow common stock on May 2, 1995 at a price of $17 7/8
per share.
5. Plaintiff Jeffrey Dell sold 15,000 shares
of Grow common stock on May 2, 1995 at a price of $17 3/4
per share.
6. Defendant Grow Group is a corporation
organized and existing under the laws of the State of New
York with offices at 200 Park Avenue, New York, New York.
Grow Group manufactures and markets trade paints and
coatings, chemical automotive and industrial products,
including thinners, adhesives and plastisols, high gloss
urethane coatings and chemical coatings. The Company
had, as of February 1, 1995, approximately 16 million
shares outstanding held by approximately 4,000
shareholders of record. Approximately 25% of Grow's
outstanding common stock was owned by Corimon, S.A.C.A.
("Corimon").
7. Defendant Russell Banks ("Banks") is and
was, at all relevant times, the Company's President and
Chief Executive officer.
8. Defendants John F. Gleason ("Gleason") is
and was, at all relevant times, a director and Executive
Vice President of Grow.
9. Defendant Joseph M. Quinn ("Quinn") is and
was, at all relevant times, a director and Executive Vice
President and Chief Operating Officer of Grow.
CLASS ALLEGATIONS
10. Plaintiffs bring this action as a class
action pursuant to Rules 23(a) and 23(b)(3) of the
Federal Rules of Civil Procedure on behalf of themselves
and all other persons similarly situated (the "Class")
who sold Grow securities during the period from January
26, 1995 to May 4, 1995, inclusive (the "Class Period")
and who sustained damages as a result of such
transactions. Excluded from the Class are the defendants
herein, members of the immediate families of and persons
affiliated with each defendant, the legal
representatives, heirs, and successors or assigns of any
of the defendants.
11. There are over 16 million shares of Grow
common stock publicly outstanding, in excess of 2 million
of which were actively traded during the Class Period.
Thus, the members of the Class are so numerous that
joinder of all members is impracticable. While the exact
number of Class members can only be determined by
appropriate discovery, plaintiffs believe that Class
members number in the thousands because Grow common stock
was actively traded on the New York Stock Exchange, an
efficient market, during the Class Period.
12. The representative plaintiffs' claims are
typical of the claims of the members of the Class.
Plaintiffs and all Class members sustained damages as a
result of defendants' wrongful conduct complained of
herein.
13. Plaintiffs will fairly and adequately
protect the interests of the Class members and have
retained counsel competent and experienced in class and
securities litigation.
14. A class action is superior to other
available methods for the fair and efficient adjudication
of this controversy. Since the damages suffered by
individual Class members may be relatively small, the
expense and burden of individual litigation make it
virtually impossible for the Class members individually
to seek redress for the wrongful conduct alleged.
15. Common questions of law and fact exist as
to all Class members and predominate over any questions
affecting solely individual Class members. Among the
questions of law and fact common to the Class are:
a. whether the federal securities laws
were violated by defendants' acts as alleged herein;
b. whether representations made to the
investing public and the shareholders of Grow during the
Class Period omitted and/or misrepresented material facts
about the Company's efforts to sell itself to a third
party;
c. whether defendants failed to timely
disclose material facts necessary in order not to mislead
the investing public; and
d. whether the members of the Class have
sustained damages and, if so, what is the proper measure
of such damages.
SUBSTANTIVE ALLEGATIONS
BACKGROUND
16. pursued a strategy of growth through
acquisitions. In August, 1993, the Company acquired the
stock of Zynolyte Products Company ("Zynolyte"), a
producer and marketer of paint products headquartered in
Carson, California. The purchase price was roughly $16.3
million in cash. Thereafter, in August 1994, the Company
acquired substantially all of the assets and assumed
certain of the liabilities of Sinclair Paint Company, in
a purchase transaction for approximately $51 million in
cash.
17. During October 1994, Grow announced that
it had entered into a letter of intent to acquire Martin
Paint Co., a private company which generated about $40
million in annual revenues through 42 stores primarily in
New York. The Martin Paint transaction was expected to
close in December 1994 or in January 1995. In mid-
November 1994, Grow announced that its board of directors
had approved a letter of intent to purchase Manhattan
Products Inc., a maker and marketer of liquid household
cleaning products that had sales of about $22 million in
1993. Terms of the transaction were not disclosed. The
Manhattan Products transaction was scheduled to close in
February 1995.
18. On December 8, 1994, defendant Grow
announced, without explanation, that it had terminated
discussions with Martin Paint. Concurrent with this
announcement, Grow announced that its credit line had
been increased to $75 million from $60 million and that
the board of directors of Grow had authorized the
repurchase of up to 200,000 of the Company's shares in
the open market. As reported by a December 8, 1994 PR
Newswire article, defendant Banks, commenting on the
board's authorization to buy back the Company's stock,
stated: "This share repurchase program demonstrates our
conviction in our objectives and belief that Grow's
shares are substantially undervalued."
19. In an interview reported in the Wall
Street Transcript on or about December 26, 1994,
defendant Banks commenting on the stock market and the
Company's strengths reiterated his views that the Company
was undervalued:
I don't know if there's any president who's
very happy with the stock market. I
particularly don't like the volatility caused
by rumors. At the present moment, I think we
have a firm base. I believe the company is
worth considerably more than what it's selling
for on the market, but I believe that most
executives feel that way about their
companies.
In his comments, defendant Banks noted that the Company's
smaller stockholders had sold their securities and that
Grow's shares were being purchased by more institutions.
THE JANUARY 26, 1995 PRESS RELEASE
20. On January 26, 1995, defendant Grow issued
its second quarter fiscal 1995 results and concurrently
announced in a press release that the Grow board of
directors had unanimously authorized Grow's financial
advisor, Wertheim Schroder & Co., Inc. ("Wertheim") to
assist the Company in considering and reviewing
alternatives to enhance shareholder value. Defendant
Banks was quoted in the January 26th press release on the
subject of the shareholder enhancement plan:
Corimon, our Venezuelan strategic partner which
currently holds approximately 25% of the
Company's stock, recently entered into a letter
of intent to purchase control of Standard
Brands Paint Company. The event has caused
Grow to reexamine its strategic plans to
include additional alternatives to raise
shareholder and employee value.
21. On the day prior to the January 26th
announcement, Grow common stock closed at $13 7/8 per
share on volume of roughly 16,000 shares. On January
26th, following the announcement, Grow common stock
closed at $15 7/8 per share on volume of roughly 226,000
shares.
22. The January 26th statements were
materially false and misleading and/or omitted to state
material facts necessary to make the statements made, in
the light of the circumstances under which they were
made, not misleading, because defendants failed to
disclose the following facts (all of which were recently
disclosed by defendants in Grow's Schedule 14D-9 dated
May 4, 1995, pertinent portions of which are annexed
hereto as Exhibit A):
a. Prior to November 4, 1994, Wertheim,
at the request of defendants, had initiated contact with
Imperial Chemical Industries PLC ("ICI") (Grow Schedule
14D-9 at 12);
b. On November 4, 1994, following the
Wertheim contact, defendant Banks met in London with Mr.
John Dewhurst, ICI's General Manager of Planning and
Acquisitions, to discuss on a preliminary basis whether
ICI would be interested in considering a possible
acquisition of the Company or a significant portion of
its assets (Id.);
c. On November 22, 1994, Mr. John
Thompson, Chief Planner of ICI's paints division, met in
New York with defendant Banks to further discuss on a
preliminary basis ICI's interest in the company (Id.);
d. On December 1, 1994, ICI and the
Company entered into a Non-Disclosure Agreement pursuant
to which ICI agreed to keep confidential non-public
information to be furnished by Grow to ICI (Id.);
e. During December 1994, Grow furnished
ICI with certain non-public information pursuant to the
Non-Disclosure Agreement and defendant Banks met with Mr.
Thompson to discuss possible alternative structures for
an acquisition by ICI of Grow or a significant portion of
its assets (Id.);
f. In late December 1994, a
representative of Wertheim Schroder met with Mr. Thompson
near London and there was a discussion concerning the
possibility of ICI acquiring the entire Company (Id.);
g. On January 16, 1995, ICI sent a letter
to Grow stating that based on its preliminary, non-
binding evaluation, ICI valued the Company's Coatings and
Chemicals Group (which in fiscal 1994 generated roughly
80% of Grow's revenues) for purposes of an asset
acquisition in the range of $250-275 million. ICI's
letter also stated that while ICI's preference was to
purchase the assets of the Company's Coating and
Chemicals Group, it was prepared to consider a
transaction based on a purchase of the Company's shares.
The letter further stated that ICI was prepared to
commence negotiations with the Company and ICI requested
further due diligence and a 90-day exclusive negotiating
period (Id.); and
h. On January 19, 1995, defendant Banks
met in New York with Mr. Thompson and Mr. Herman Scopes,
the Chief Executive Officer of ICI's paints division, to
conduct further discussions concerning ICI's interest in
Grow (Id.).
23. The January 26th statements were also
materially false and misleading and/or omitted to state
material facts necessary to make the statements made, in
the light of the circumstances under which they were
made, not misleading, because defendant Banks stated that
Grow's reexamination of its strategic plans was caused by
Corimon's January 9, 1995 execution of a letter of intent
to purchase control Standard Brands. In fact, as noted
above, Grow's "exploration of strategic alternatives"
predated Corimon's execution of a letter of intent with
Standard Brands by several months. Indeed, it appears
that Wertheim, acting on behalf of and at the behest of
defendants, initiated contact with ICI prior to the
initiation of any contacts by Standard Brands (or any
persons acting on its behalf) with Corimon.
24. The January 26th statements were further
materially false and misleading in that, together with
the Company's December 8, 1994 announcement that it had
authorized a stock repurchase plan, they created the
false impression that Grow was just beginning the process
of exploring its strategic alternatives. In fact,
however, defendants Grow and Banks had been engaged in
negotiations with ICI at the highest corporate levels,
numerous meetings had occurred between top executives of
Grow and ICI prior to the January 26th statements, and
these discussions had encompassed issues of both price
and structure for a possible business combination.
25. Following the January 26 press release,
defendants continued to conduct negotiations with ICI.
From February 7-10, 1995, ICI conducted business and
legal due diligence with respect to Grow. On February 8,
1995, at a Grow board meeting, defendant Banks reviewed
with the board the status of discussions between Grow and
ICI. On February 21, defendant Banks and another officer
of Grow met with ICI's paint division chief planner and
discussed ICI's valuation views for an acquisition of the
whole company in the range of $17.50 to $18.50 per share.
Negotiations continued throughout February, March and
April 1995.
THE APRIL 28, 1995 PRESS RELEASE
26. On April 28, 1995, defendants issued a
press release which stated that Grow:
. . . has entered into negotiations with a
third party concerning an acquisition of Grow.
The third party, which has substantially
completed its due diligence review, has
proposed to acquire 100% of Grow's common stock
and has indicated a willingness to pay Grow's
public stockholders $18.10 per share in cash.
Any such transaction would be subject to
negotiation and execution of a definitive
agreement and approval of Grow's Board of
Directors.
27. The foregoing statement was materially
false and misleading and/or omitted to state material
facts necessary to make the statements made, in the light
of the circumstances under which they were made, not
misleading, because the press release created the
materially misleading impression that the negotiations
had been entered into shortly before the issuance of the
press release, when, in fact, serious negotiations
between defendants and ICI had been ongoing for six
months since early November 1994. The statement was
further materially false and misleading in that it
created the false and misleading impression that the ICI
transaction arose following and as a result of the
Company's January 26th public announcement of its
authorization to Wertheim to assist in the consideration
and review of strategic alternatives, that the Company
had been "shopped" and that the proposed transaction with
ICI represented the culmination of the process commenced
in January.
THE MAY 1, 1995 PRESS RELEASE
28. Prior to the opening of business on May 1,
1995, defendants issued a press release, stating that
Grow:
has entered into a definitive merger
agreement pursuant to which Imperial Chemical
Industries, PLC, an English Company ("ICI"),
would offer to purchase all the outstanding
shares of Grow for $18.10 per share.
* * *
Grow also stated that Corimon, a Venezuelan
corporation which owns approximately 25% of
Grow's shares, had entered into a separate
Option Agreement with ICI in which Corimon
agreed to sell its Grow shares to ICI at a
price of $17.50 per share.
* * *
The Board of Directors of Grow unanimously
approved the transaction based upon, among
other things, an opinion as to the fairness of
the offer and the merger from Wertheim Schroder
& Co., Incorporated.
* * *
In announcing the execution of the Merger
Agreement, Russell Banks, President and Chief
Executive Officer of Grow, said, 'We are
extremely pleased to be able to propose to
shareholders what we believe represents an
attractive opportunity . . . . '
29. On May 1, 1995, Grow common stock closed
at $17 3/4 per share on volume of in excess of 100,000
shares.
30. The April 28th and May 1st press releases
were materially false and misleading and/or omitted to
state material facts necessary to make the statements
made, in the light of the circumstances under which they
were made, not misleading, in at least the following
respects:
a. defendants failed to disclose that as
early as March 17, 1995, The Sherwin-Williams Company
("Sherwin-Williams") had offered to enter into a
confidentiality agreement with Grow in order to permit
Sherwin-Williams to enter into a definitive agreement for
100% of Grow, and Sherwin-Williams had sent Grow a fully
executed confidentiality agreement on March 31, 1995
which agreement was never executed by Grow;
b. defendants failed to disclose that, on
April 17, 1995, defendant Banks informed Sherwin-Williams
that it was to be excluded from any bidding process for
Grow;
c. defendants failed to disclose that
since April 17, 1995 and despite its exclusion from any
bidding process, Sherwin-Williams' financial advisors had
been in contact with Grow's financial advisor and had
expressed Sherwin-Williams' continued serious interest in
pursuing a transaction with Grow;
d. defendants failed to disclose that on
the evening of April 28, 1995, Sherwin-Williams sent a
letter to defendant Banks, with copies to each of the
other individual defendants, to all of Grow's outside
directors and to Grow's financial and legal advisors.
The April 28th letter stated that Sherwin-Williams was
still seriously interested in a transaction with Grow,
that financing an all-cash transaction would not
represent "any impediment" given Sherwin-Williams'
financials strength, that Sherwin-Williams was "extremely
confident that the antitrust laws would not impede [its]
ability to consummate a transaction," and that Sherwin-
Williams had retained the investment banking firm of
Lazard Freres & Co. and the law firm of Rogers & Wells to
provide Sherwin-Williams with financial and legal counsel
in connection with an acquisition by Grow. The April
28th letter further stated that Sherwin-Williams was
prepared to "enter into immediate discussions with you
and your directors, management and advisors about a
transaction" with Sherwin-Williams. A copy of the April
28th letter is quoted verbatim in Exhibit A at p. 16; and
e. defendant Banks' statement that the
board was "extremely pleased to be able to propose what
we believe represents an attractive opportunity" was
materially false and misleading in that it created the
false impression that the Company had been fully
"shopped" by defendants, with the assistance of Wertheim,
and that defendants had obtained the best available
transaction for the Company and its public shareholders.
In fact, however, as a result of defendants' refusal to
deal with Sherwin-Williams, the Company had not been
fully shopped and defendants had not obtained the best
available transaction for the Company and its public
shareholders. Indeed, because Sherwin-Williams, like
ICI, would have been considered a strategic buyer for
Grow, defendants should have known that Sherwin-Williams
would have been willing to pay a little more for Grow
because of the product mix and the synergies on the
marketing or manufacturing side. The existence of more
than a single strategic buyer for the Company would
likely -- and, in fact, did -- result in a bidding
contest for Grow which would produce a price for Grow in
excess of $18.10 per share.
31. Following the belated disclosure of the
April 28th letter on May 4, 1995, the price of Grow
common stock traded above ICI's $18.10 offering price.
Thus, on May 5, 1995, Grow common stock closed at $19 1/2
per share on volume of in excess of 121,000 shares.
32. On May 8, 1995, the second trading day
following the disclosure of the April 28th letter,
Sherwin-Williams commenced a tender offer for all shares
of Grow at a price of $19.50 per share cash. On May 8,
1995, Grow common stock traded as high as $20 3/8 per
share on volume of in excess of 980,000 shares.
33. On May 12, 1995, Grow announced that it
had entered into a confidentiality agreement with
Sherwin-Williams. On that day, Grow common stock closed
at $20 1/8 per share on volume of in excess of 175,000
shares.
34. On May 16, 1995, defendant Grow announced
that it had discussions with both bidders and had urged
both to increase their bids. On that day, Grow common
stock closed at $21 per share on volume of in excess of
499,000 shares. On May 22, 1995, ICI raised its bid for
Grow to $22 per share, which bid was accepted by Grow on
that day.
35. On May 22, 1995, Grow common stock reached
a high of $22 3/8 per share and closed at $21 7/8 per
share on volume of in excess of one million shares.
36. By means of the aforesaid
misrepresentations and omissions (and the failure to
correct same) set forth above, and/or with reckless
disregard of the facts, defendants unlawfully and
artificially affected the market price of Grow
securities. In ignorance of the false and misleading
nature of the representations discussed above, plaintiffs
and the members of the Class relied, to their detriment,
on the integrity of the market and/or the above-cited
misrepresentations of the defendants and sold their Grow
securities.
37. Had plaintiffs and the members of the
class known the foregoing facts, including but not
limited to the fact that Grow was in serious discussions
with ICI as early as November 1994 and continuing
throughout the period prior to the January 26th
statements, and had received repeated serious indications
of interest from Sherwin-Williams culminating in the
April 28th letter, they would not have sold their
securities during the Class Period.
38. By reason of the foregoing, defendants
violated and/or aided and abetted violations of Section
10(b) of the Exchange Act and Rule 10b-5 promulgated
thereunder in that they: (a) employed devices, schemes
and artifices to defraud; (b) made untrue statements of
material fact or omitted to state material facts
necessary in order to make the statements set forth
above, in light of the circumstances under which they
were made, not misleading; and (c) engaged in acts,
practices and/or a course of business which would and did
operate as a fraud and deceit upon the plaintiffs and
other owners of Grow securities who sold their securities
during the Class Period.
39. Defendants, by virtue of their offices and
directorships, were at the time of the wrongs alleged
herein, controlling persons of Grow within the meaning of
Section 20(a) of the Exchange Act. Defendants had the
power and influence which they exercised to cause Grow to
engage in the conduct and practices complained of herein.
Their positions within the Company made them privy to,
and provided them with, actual knowledge of the material
facts concealed from plaintiffs and the Class.
40. By reason of the conduct described herein,
defendants are liable to plaintiffs and the other members
of the Class for the substantial damages which they
suffered in connection with their sales of Grow
securities.
WHEREFORE, plaintiffs demand judgment against
defendants, as follows:
A. Certifying this action as a class action,
certifying plaintiffs as class representatives thereof,
and plaintiffs' counsel as class counsel;
B. Declaring and determining that defendants
violated the federal securities laws by reason of the
deceptive conduct and misstatements and omissions as
alleged herein;
C. Awarding money damages against the
defendants, jointly and severally, and in favor of
plaintiffs and the other members of the Class for all
losses and injuries suffered as a result of the acts and
transactions complained of herein, together with
prejudgment interest on all of the aforesaid damages
which the Court shall award from the date of said wrongs
to the date of judgment herein at a rate the Court shall
fix;
D. Awarding plaintiffs the costs of this
action, including reasonable attorneys' fees and expert
fees and disbursement; and
E. Granting such other and further relief as
this Court may deem just and proper.
JURY DEMAND
Plaintiffs demand trial by jury.
Dated: May 30, 1995
ABBEY & ELLIS
By:
Judith L. Spanier (JS-5065)
212 East 39th Street
New York, New York 10016
(212) 889-3700
